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0000946581false00009465812024-09-182024-09-18

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): September 18, 2024
 
TAKE-TWO INTERACTIVE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware 001-34003 51-0350842
(State or other jurisdiction (Commission (I.R.S Employer
of incorporation or organization) File Number) Identification No.)
110 West 44th Street, New York, New York 10036
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (646) 536-2842

Registrant's Former Name or Address, if changed since last report: N/A
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $.01 par value TTWO NASDAQ Global Select Market
 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07
Submission of Matters to a Vote of Security Holders
On September 18, 2024, Take-Two Interactive Software, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) virtually via live audio-only webcast. As of the record date for the Annual Meeting, the Company had 175,283,440 shares of its common stock, par value $0.01 per share (the “Common Stock”), issued and outstanding. At the Annual Meeting, 156,003,923 shares of Common Stock were represented in person or by proxy. The following matters were submitted to a vote of the stockholders at the Annual Meeting.
1.Votes regarding the election of the persons named below as directors for a term expiring at the annual meeting of stockholders in 2025 and until their respective successors have been duly elected and qualified were as follows:
For Against Abstain Broker Non-Votes
Strauss Zelnick 137,016,736 8,787,082 95,160 10,104,945
Michael Dornemann 138,025,816 7,781,344 91,818 10,104,945
William "Bing" Gordon 143,565,661 2,248,837 84,480 10,104,945
Roland Hernandez 143,028,609 2,775,683 94,686 10,104,945
J Moses 131,938,399 13,771,578 189,001 10,104,945
Michael Sheresky 131,424,626 14,379,196 95,156 10,104,945
Ellen Siminoff 143,727,895 2,085,799 85,284 10,104,945
LaVerne Srinivasan 145,574,443 232,023 92,512 10,104,945
Susan Tolson 144,642,447 1,166,874 89,657 10,104,945
Paul Viera 145,636,653 160,558 101,767 10,104,945
Based on the votes set forth above, the foregoing persons were duly elected to serve as directors, for a term expiring at the annual meeting of stockholders in 2024 and until their respective successors have been duly elected and qualified.
2.Advisory votes regarding the approval of the compensation of the named executive officers were as follows:
For Against Abstain Broker Non-Votes
125,434,986 20,172,405 291,587 10,104,945
Based on the advisory votes set forth above, the compensation of the named executive officers was duly approved, on an advisory basis, by our stockholders.
3.Votes regarding ratification of the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the fiscal year ending March 31, 2025, were as follows:
For Against Abstain Broker Non-Votes
153,949,599 1,937,832 116,492 0
Based on the votes set forth above, the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the fiscal year ending March 31, 2025 was duly ratified by our stockholders.


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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  TAKE-TWO INTERACTIVE SOFTWARE, INC.
   
  By: /s/ Matthew Breitman
  Name: Matthew Breitman
  Title: Senior Vice President, General Counsel Americas
& Corporate Secretary
   
Date: September 23, 2024
   
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