8-KLeadership ChangesShareholder MattersExhibits & Filings

TAKE TWO INTERACTIVE SOFTWARE INC 8-K Report, Executive Changes (Sep 23, 2016)

Filed September 23, 2016For Securities:TTWO

Summary

Take-Two Interactive Software, Inc. filed an 8-K on September 23, 2016, reporting on matters voted upon at its annual stockholder meeting held on September 22, 2016. The primary focus of this filing is the stockholder approval of amendments to the Company's 2009 Stock Incentive Plan. These amendments, which were overwhelmingly approved, include an increase in the share reserve by 1,400,000 shares and modifications to share counting provisions to allow for the re-issuance of shares used for cash settlements or tax withholding on certain awards. The filing also provides the voting results for the election of directors, confirming the re-election of all nominated individuals. Additionally, stockholders provided advisory approval for the compensation of named executive officers and ratified the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending March 31, 2017. The results indicate strong stockholder support for the company's leadership and auditor.

Key Highlights

  • 1Stockholders approved amendments to the 2009 Stock Incentive Plan, increasing the share reserve by 1,400,000 shares.
  • 2Amendments to the plan will allow shares used for cash settlements and tax withholding on certain awards to become available for re-issuance.
  • 3All nominated directors were re-elected for a term expiring at the 2017 annual meeting.
  • 4Stockholders provided advisory approval for the compensation of named executive officers.
  • 5Ernst & Young LLP was ratified as the independent auditor for the fiscal year ending March 31, 2017.
  • 6The annual meeting saw a significant portion of the company's common stock represented, indicating active shareholder participation.

Frequently Asked Questions

The main purpose of this 8-K filing was to report the results of Take-Two Interactive Software, Inc.'s annual meeting of stockholders, specifically focusing on the stockholder approval of amendments to the 2009 Stock Incentive Plan, the election of directors, advisory approval of executive compensation, and ratification of the independent auditor.

The key amendments to the 2009 Stock Incentive Plan involved increasing the total number of shares available for issuance under the plan by 1,400,000. Additionally, the plan was amended so that shares used to cover cash settlements of awards or to satisfy tax withholding obligations on 'full value' awards would once again be available for future grants.

The stockholders overwhelmingly voted in favor of electing the nominated directors for a term expiring at the 2017 annual meeting. All director nominees received a substantial majority of 'For' votes, with minimal 'Withheld' or 'Broker Non-Votes'.

Yes, the stockholders provided advisory approval for the compensation of the named executive officers. The vote was largely in favor, although there were some 'Against' votes and 'Broker Non-Votes'.