01—Abstract
Summary
Summary of the 8-K filed June 25, 2019. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Transitioned to a majority vote standard for uncontested director elections.
- Incumbent directors not receiving majority support in uncontested elections must tender their resignation.
- Board will decide on accepting resignation within 90 days, with disclosure of decision and reasoning.
- Plurality voting standard remains for contested director elections (more nominees than open seats).
- The amendment is effective as of June 20, 2019.
- Filed Exhibit 3.1: Second Amended and Restated Bylaws of Take-Two Interactive Software, Inc.
03—Questions
Frequently Asked Questions
What is the main change in Take-Two's By-Laws detailed in this filing?
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.
What happens if a director doesn't receive enough votes under the new majority standard?
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.
Does this change affect all director elections?
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.
When did these changes become effective?
The amendments to the By-Laws became effective on June 20, 2019.
04—Continue