8-KLeadership ChangesShareholder MattersCorporate Changes+1

TAKE TWO INTERACTIVE SOFTWARE INC 8-K Report, Executive Changes (Sep 24, 2012)

Filed September 24, 2012For Securities:TTWO

Summary

Take-Two Interactive Software, Inc. filed an 8-K on September 24, 2012, reporting on its annual meeting of stockholders held on September 20, 2012. The key outcomes of this meeting include stockholder approval for an amendment to the 2009 Stock Incentive Plan, increasing the number of shares available by 2.8 million to a total of 15.45 million shares. Additionally, the company's Restated Certificate of Incorporation was amended to increase authorized common stock from 150 million to 200 million shares. These approvals are significant as they provide Take-Two with greater flexibility for future equity-based compensation and potential future capital raises or strategic initiatives. The filing also confirmed the election of directors, advisory approval of executive compensation, and ratification of the appointment of Ernst & Young LLP as the independent auditor for the fiscal year ending March 31, 2013.

Key Highlights

  • 1Stockholders approved an amendment to the 2009 Stock Incentive Plan, increasing the share pool by 2,800,000 shares.
  • 2The total shares available under the stock incentive plan are now 15,450,000.
  • 3The company's Restated Certificate of Incorporation was amended to increase authorized common stock from 150 million to 200 million shares.
  • 4All listed director nominees were duly elected.
  • 5Stockholders provided advisory approval for the compensation of named executive officers.
  • 6The appointment of Ernst & Young LLP as independent auditors for the fiscal year ending March 31, 2013, was ratified.

Frequently Asked Questions

The primary purpose was to increase the number of shares of common stock available for issuance under the plan, specifically by an additional 2,800,000 shares. This provides the company with more equity to use for employee compensation and incentives.

The company amended its Certificate of Incorporation to increase the number of authorized shares of common stock from 150 million to 200 million. This could provide greater flexibility for future strategic activities, such as potential acquisitions, debt financing, or future equity offerings, although no specific plans were detailed in this filing.

The filing indicates that stockholders provided advisory approval for the compensation of named executive officers. While the vote was largely in favor, there were some against and abstentions, which is common for 'say-on-pay' votes.

The filing lists several individuals who were elected as directors for a term expiring at the annual meeting in 2013, including Strauss Zelnick, Robert A. Bowman, SungHwan Cho, Michael Dornemann, Brett Icahn, J Moses, James M. Nelson, and Michael Sheresky.