What is the main purpose of the 2009 Stock Incentive Plan?

The 2009 Stock Incentive Plan is designed to provide Take-Two Interactive Software, Inc. with a flexible mechanism to offer stock-based compensation, such as stock options and restricted stock, to its employees, officers, non-employee directors, and consultants. This is intended to align the interests of these individuals with those of the shareholders and to incentivize performance.

Why did Take-Two increase its authorized common stock?

The increase in authorized common stock from 100 million to 150 million shares provides Take-Two with greater financial and strategic flexibility. This could be for various reasons, including facilitating future acquisitions, raising capital through stock offerings, or supporting expanded equity-based compensation programs like the new 2009 Stock Incentive Plan.

What happens to the old stock plans?

The 2002 Stock Option Plan and the Incentive Stock Plan have been amended. As of April 23, 2009, no new awards can be granted under these existing plans. Any shares that were available under these plans have been transferred to the 2009 Stock Incentive Plan, and forfeited shares from the old plans will not be re-available for grants under those specific old plans.

How many shares are available for grants under the new plan?

Under the 2009 Stock Incentive Plan, a total of 6,408,954 shares of common stock may be issued or used for reference purposes, or with respect to which awards may be granted. This number is a combination of a new allotment and the remaining shares from previously existing plans.

TTWO 8-K: Leadership Changes & Corporate Changes

Summary

Take-Two Interactive Software, Inc. (TTWO) filed an 8-K on April 23, 2009, detailing key corporate actions approved by stockholders at their annual meeting. The primary focus is the adoption of the 2009 Stock Incentive Plan, which allows for the issuance of stock-based compensation to employees, officers, directors, and consultants. This new plan consolidates available shares from previous stock option and incentive plans, with a total of 6,408,954 shares authorized for grants. Additionally, the company amended its Restated Certificate of Incorporation to significantly increase its authorized common stock from 100 million to 150 million shares. This move provides greater flexibility for future corporate actions, such as acquisitions, financings, or further equity incentive programs. The amendments to the existing stock plans mean that all future grants will be made under the new 2009 plan, and no new grants will be issued from the older plans.

Key Highlights

1Stockholders approved the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan, allowing for stock options, restricted stock, and other stock-based awards.
2The 2009 Stock Incentive Plan authorizes up to 6,408,954 shares of common stock for grants.
3This new plan consolidates remaining share pools from the 2002 Stock Option Plan and the Incentive Stock Plan.
4Amendments were made to the 2002 Stock Option Plan and Incentive Stock Plan, effectively ceasing new grants under these older plans.
5The company's Restated Certificate of Incorporation was amended to increase authorized common stock from 100 million to 150 million shares.
6The increase in authorized shares was approved by stockholders at the annual meeting on April 23, 2009.
7The amendments to the incentive plans and the certificate of incorporation became effective on April 23, 2009.

TAKE TWO INTERACTIVE SOFTWARE INC 8-K Report, Executive Changes (Apr 23, 2009)

Summary

Key Highlights

Frequently Asked Questions