01—Abstract
Summary
Summary of the 8-K filed May 18, 2022. Cited figures are marked; the original filing is the authoritative source.
Take-Two Interactive Software, Inc. (TTWO) announced an expansion of its Board of Directors, increasing the number of directors from eight to ten.
This strategic move is directly tied to the previously announced merger agreement with Zynga Inc. The increase in board size and the appointment of two new directors, Ellen Siminoff and William “Bing” Gordon, are contingent upon the successful closing of this combination, which is anticipated to occur on May 23, 2022. Ms. Siminoff and Mr. Gordon are being appointed to represent Zynga's interests on the Take-Two board, as stipulated by the merger agreement. Both appointees bring extensive experience in technology, media, and venture capital.
Ms. Siminoff has a strong background in educational publishing, search engine marketing (having led Efficient Frontier through its acquisition by Adobe), and early roles at Yahoo!. Mr. Gordon is a co-founder of Electronic Arts and a partner at Kleiner Perkins, with significant board experience including Amazon and Audible. Their appointments aim to leverage their expertise as Take-Two integrates Zynga and continues its growth strategy.
02—Key points
Key Highlights
- Take-Two is increasing its Board of Directors from eight to ten members.
- The appointments of Ellen Siminoff and William “Bing” Gordon are effective upon the closing of the Zynga acquisition.
- Ms. Siminoff and Mr. Gordon are nominated by Zynga and bring deep industry experience in technology, media, and venture capital.
- Ms. Siminoff's background includes leadership roles at Shmoop University, Efficient Frontier (sold to Adobe), and Yahoo!.
- Mr. Gordon is a co-founder of Electronic Arts (EA) and a partner at venture capital firm Kleiner Perkins.
- New directors will receive an annual compensation package of $65,000 cash and $225,000 in Take-Two restricted stock, vesting over one year.
- The closing of the Zynga acquisition is expected on May 23, 2022, subject to stockholder approvals and customary conditions.
03—Questions
Frequently Asked Questions
Why is Take-Two expanding its Board of Directors?
Take-Two is expanding its Board of Directors as part of the acquisition of Zynga Inc. The merger agreement stipulated that two members from Zynga's board would be appointed to Take-Two's Board upon the closing of the transaction. This move is intended to facilitate the integration and governance of the combined entity.
Who are the new directors and what is their background?
The new directors are Ellen Siminoff and William "Bing" Gordon. Ms. Siminoff has extensive experience in media and technology, including leadership roles at Shmoop University, Efficient Frontier (acquired by Adobe), and Yahoo!. Mr. Gordon is a co-founder of Electronic Arts (EA), a partner at Kleiner Perkins, and has served on the boards of Amazon and Audible. Both bring significant expertise relevant to Take-Two's industry.
When will the new directors officially join the board?
The appointment of Ms. Siminoff and Mr. Gordon as directors is contingent upon and will become effective as of the closing of the combination with Zynga Inc. The closing is currently anticipated to occur on May 23, 2022, provided all customary closing conditions and stockholder approvals are met.
What is the compensation for the new directors?
Ms. Siminoff and Mr. Gordon will receive an annual retainer consisting of $65,000 in cash and restricted stock from Take-Two with an aggregate value of $225,000. The restricted stock will be granted in four equal quarterly installments and will vest after one year of service.
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