01—Abstract
Summary
Summary of the 8-K filed May 18, 2018. Cited figures are marked; the original filing is the authoritative source.
Take-Two Interactive Software, Inc. (TTWO) filed an 8-K on May 18, 2018, primarily to announce two significant personnel updates.
Firstly, the company expanded its Board of Directors to seven members with the appointment of Paul Viera, effective May 18, 2018. Mr. Viera brings extensive financial and leadership experience, serving as founder and CEO of Earnest Partners and possessing a strong background in global investment firms. He has also been appointed to the Audit Committee and meets the criteria for an audit committee financial expert.
Secondly, the filing details an amendment to the employment agreement for Chief Financial Officer Lainie Goldstein. This amendment extends her employment term through March 31, 2023, sets her base salary at $850,000,a and outlines bonus targets of up to 200% of base salary.
It also details significant severance benefits, including 24 months of continued salary and benefits, and immediate vesting of equity upon termination without cause. Investors should note these moves as they relate to corporate governance and executive compensation.
02—Key points
Key Highlights
- Appointment of Paul Viera to the Board of Directors, expanding the board to seven members.
- Paul Viera appointed to the Audit Committee and recognized as an audit committee financial expert.
- Mr. Viera brings significant financial and investment management experience, overseeing over $20 billion as CEO of Earnest Partners.
- Amendment to CFO Lainie Goldstein's employment agreement extends her term through March 31, 2023.
- CFO's base salary set at $850,000 with potential for annual bonuses up to 200% of base salary.
- CFO eligible for target annual equity grants ranging from $1,000,000 to $3,000,000.
- Significant severance package for CFO, including 24 months of salary continuation and COBRA coverage, plus immediate equity vesting upon termination without cause.
03—Questions
Frequently Asked Questions
Who is Paul Viera and why was he appointed to the Board of Directors?
Paul Viera is the founder and CEO of Earnest Partners, a global investment firm. He was appointed to Take-Two's Board of Directors to fill a newly created seventh seat, bringing his extensive financial acumen and leadership experience to the company. He has also been appointed to the Audit Committee and meets the requirements of an audit committee financial expert.
What are the key changes to Lainie Goldstein's employment agreement?
The amendment extends Ms. Goldstein's employment agreement through March 31, 2023. Her base salary is set at $850,000, she is eligible for annual bonuses with a target of 100% and a maximum of 200% of her base salary, and remains eligible for substantial annual equity grants. The agreement also outlines a robust severance package in case of termination without cause.
What compensation will Paul Viera receive as a director?
Mr. Viera will receive an annual retainer consisting of $60,000 in cash and $215,000 in restricted stock, which vests after one year. He will also receive an additional $20,000 annually for his service on the Audit Committee.
What severance benefits are provided to Lainie Goldstein?
Upon termination by the Company without cause, Ms. Goldstein is entitled to 24 months of her current base salary, twice her target bonus, a prorated target bonus for the year of termination, and any unpaid bonuses from the prior year. Additionally, she will receive reimbursement for COBRA costs for 24 months and immediate vesting of all outstanding unvested equity.
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