Summary
Take-Two Interactive Software, Inc. (TTWO) has filed an 8-K reporting a significant amendment to its Management Agreement with ZelnickMedia Corporation, effective February 14, 2008. This amendment substantially increases the monthly management fees and the potential annual bonus payable to ZelnickMedia. Key executive roles have also been formalized, with Strauss Zelnick appointed Executive Chairman, Ben Feder named Chief Executive Officer, and Karl Slatoff appointed Executive Vice President. These appointments are supported by new employment agreements for Feder and Slatoff, each with a nominal annual salary of $1, with their compensation primarily tied to the ZelnickMedia management agreement. The term of the management agreement has been extended, and significant equity grants in the form of restricted stock are planned for ZelnickMedia, contingent upon stockholder approval. Additionally, the company's bylaws have been amended to include an advance notice provision for stockholder proposals.
Key Highlights
- 1Significant increase in monthly management fees to ZelnickMedia, from $62,500 to $208,333, effective April 1, 2008.
- 2Substantial increase in ZelnickMedia's maximum annual bonus potential, from $750,000 to $2,500,000, subject to performance thresholds.
- 3Formal appointment of key executives: Strauss Zelnick as Executive Chairman, Ben Feder as CEO, and Karl Slatoff as Executive Vice President.
- 4New employment agreements for Ben Feder and Karl Slatoff with $1 annual salaries, reflecting their compensation structure through ZelnickMedia.
- 5Extension of the Management Agreement with ZelnickMedia through October 31, 2012.
- 6Planned issuance of substantial equity grants (600,000 time-based and 900,000 performance-based restricted shares) to ZelnickMedia, pending stockholder approval.
- 7Amendment to company bylaws introducing an advance notice provision for stockholder proposals at annual or special meetings.