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.