8-KCorporate ChangesExhibits & Filings

TAKE TWO INTERACTIVE SOFTWARE INC 8-K Report, Bylaw Amendment (Jun 25, 2019)

Filed June 25, 2019For Securities:TTWO

Summary

Take-Two Interactive Software, Inc. (TTWO) has filed an 8-K report on June 25, 2019, primarily detailing an amendment to its By-Laws concerning director elections. Effective June 20, 2019, the company has transitioned from a plurality voting standard to a majority vote standard for uncontested director elections. This means that in future uncontested elections, directors must receive more votes 'for' than 'against' to be elected. Furthermore, the amended By-Laws include a director resignation policy. If an incumbent nominee fails to achieve the required majority vote in an uncontested election, they must promptly tender their resignation. The Board will then review the resignation, considering the corporate governance committee's recommendation, and make a decision within 90 days, disclosing the outcome and rationale. This change aims to enhance corporate governance and shareholder accountability.

Key Highlights

  • 1Transitioned to a majority vote standard for uncontested director elections.
  • 2Incumbent directors not receiving majority support in uncontested elections must tender their resignation.
  • 3Board will decide on accepting resignation within 90 days, with disclosure of decision and reasoning.
  • 4Plurality voting standard remains for contested director elections (more nominees than open seats).
  • 5The amendment is effective as of June 20, 2019.
  • 6Filed Exhibit 3.1: Second Amended and Restated Bylaws of Take-Two Interactive Software, Inc.

Frequently Asked Questions

The main change is the adoption of a majority vote standard for uncontested director elections. Previously, a plurality standard was used. Now, directors need more 'for' votes than 'against' votes to be elected in uncontested situations.

If an incumbent director fails to receive the required majority vote in an uncontested election, they are required to promptly tender their resignation. The Board will then review this resignation and decide whether to accept it within 90 days, providing public disclosure of their decision and the reasons behind it.

No, the majority vote standard applies specifically to uncontested director elections where the number of nominees does not exceed the number of open positions. A plurality voting standard will still apply in contested elections where there are more director nominees than available seats.

The amendments to the By-Laws became effective on June 20, 2019.