Summary
Take-Two Interactive Software, Inc. (TTWO) filed an 8-K on November 18, 2010, reporting a change to its corporate governance. This amendment to the Company's Amended and Restated Bylaws, effective November 12, 2010, was a result of the settlement of a historical securities class action lawsuit concerning 'Grand Theft Auto: San Andreas' and option backdating. The primary change restricts the ability to bring business before an annual stockholder meeting to matters included in the Company's proxy materials, with exceptions for procedural matters. This filing is significant for investors as it reflects a move towards enhanced corporate governance following legal settlements. The new bylaw aims to streamline the annual meeting process and ensure that all matters brought before stockholders are properly presented and considered within the framework of management's proxy solicitations. Investors should note that this change is procedural and aimed at improving governance rather than directly impacting current financial performance.
Key Highlights
- 1Company adopted an amendment to its Bylaws on November 12, 2010.
- 2The amendment is a result of the settlement of a securities class action lawsuit related to 'Grand Theft Auto: San Andreas' and option backdating.
- 3The amendment to Article II, Section 12(A) of the Bylaws restricts new business at annual meetings to items included in the Company's proxy solicitation materials.
- 4Procedural matters concerning the conduct of the annual meeting are exempt from this restriction.
- 5The amendment became effective immediately upon approval by the Board of Directors.
- 6This change is aimed at improving corporate governance practices.
- 7An amended copy of the Bylaws is filed as an exhibit to the 8-K.