Take Two Interactive Software Inc

1. 1

   Election of 10 directors

   ManagementBoard: FOR

   Election of ten director nominees to hold office until the 2027 Annual Meeting.

2. 2

   Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement for fiscal 2026.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation of the named executive officers (NEOs) for fiscal 2026 as disclosed in the proxy. Management seeks this approval to validate its pay-for-performance framework, which emphasizes a substantial portion of NEO pay tied to performance metrics (Adjusted EBITDA for annual cash incentives and multi-year performance RSUs weighted toward relative TSR and Recurrent Consumer Spending (RCS)). The Compensation Committee highlights enhancements made via the 2022 Management Agreement with ZMC—higher at-risk compensation, a greater weighting of performance-based equity (67% at target for ZMC), three-year performance and vesting periods, and a stronger RCS emphasis—to better align executive incentives with long-term shareholder value. The Board also points to strong compensation governance (clawback policy, ownership guidelines, independent compensation consultant, bonus caps and anti-hedging/anti-pledging policies) and recent shareholder engagement (95% Say-on-Pay support in 2025) as context supporting continued shareholder backing. Because the vote is advisory, it will not change pay arrangements directly, but the Board commits to consider the outcome and investor feedback in future compensation design. Key controversies include the presence of the ZMC management agreement (which structures compensation for the CEO and President through a third party), concentrated equity grant usage to retain creative talent, and potential optics around large maximum payouts in strong performance years; management frames these as necessary to attract/retain unique creative and operating talent and to align pay with multi-year performance. The Board recommends a "FOR" vote, emphasizing demonstrated pay-for-performance outcomes in fiscal 2026 (maximum cash bonuses and large performance RSU vesting tied to strong Adjusted EBITDA, TSR, and RCS outcomes) and continued responsiveness to investor feedback. Investors evaluating the proposal should weigh the non-binding nature of the vote, the Company’s recent operating outperformance and resultant realized pay, and the governance safeguards that limit undue risk-taking while preserving retention of key creative leadership.

3. 3

   Approval of a certificate of amendment to the Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law

   ManagementBoard: FOR

   Approval to amend the Restated Certificate of Incorporation to add exculpation for certain officers to the fullest extent permitted by Delaware law (Section 102(b)(7)).

   More detail

   This proposal asks shareholders to approve a Certificate of Amendment that would add officer exculpation to the Company’s Restated Certificate of Incorporation to the fullest extent permitted by Delaware law (Section 102(b)(7)). Management and the Board contend this change is a targeted governance update to align the Company with market practice after Delaware amended Section 102(b)(7) to permit limited exculpation for certain officers; the stated goal is to improve the Company’s ability to recruit and retain senior officers who might otherwise decline to serve due to exposure to hindsight-based duty-of-care claims. The amendment is narrowly written to preserve core shareholder protections: it does not limit liability for breaches of the duty of loyalty, acts not in good faith or involving intentional misconduct or knowing legal violations, nor will it eliminate officer liability in suits brought derivatively by the Company itself; it principally affects direct claims by shareholders for breaches of the duty of care. The Board also includes an automatic provision that would extend exculpation to the fullest extent if Delaware law is further amended, effectively making future expansions self-executing at the Company level. Potential governance concerns include the reduction of shareholder remedies in certain direct suits and the broader trend of limiting officer exposure even where shareholders may prefer recourse; proxy advisory firms and institutional investors sometimes scrutinize such amendments for their scope and timing. The Board’s rationale emphasizes competitive necessity and litigation cost mitigation, noting that many peers have adopted similar provisions and that failure to do so could hinder recruiting top executive talent. From an investor evaluation perspective, the amendment should be weighed against the Company’s existing governance safeguards (independent board oversight, robust disclosure, director exculpation already in place, and preserved exclusions for bad faith and disloyal conduct) and the specifics of the exculpation language which maintain several carve-outs for intentional wrongdoing. The Board recommends a "FOR" vote and requires a majority of outstanding shares for approval; investors concerned about loss of remedies could seek engagement or opt to vote against to signal dissent.

4. 4

   Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal 2027

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year ending March 31, 2027.

5. 5

   Other business

   Management

   Consideration of any other matters that may properly come before the Annual Meeting or any adjournment thereof.

   More detail

   This is a standard catch‑all item permitting the meeting to consider any additional matters properly presented at the Annual Meeting or at any adjournment. It does not request shareholder approval of a specific substantive policy change; rather, it preserves the Board’s ability to transact such incidental or unforeseen business consistent with the Company’s bylaws and applicable law. Historically, “other business” items are typically procedural or ministerial (motions to adjourn, procedural housekeeping, or consideration of unscheduled ministerial proposals), but could in some cases include contested or unexpected shareholder proposals, depending on timing and procedural requirements. Because no specific items are disclosed in the proxy materials, there is no substantive text to evaluate and no specific recommendation from the Board; proxies returned without instructions will be voted by management in accordance with the Board’s best judgment on any such matters. Investors evaluating their voting approach should be aware that broker discretionary voting rules do not apply to most non-routine matters, so beneficial owners relying on brokers should give express instructions if they want their shares cast on unforeseen items. The presence of this item imposes no binding obligation on the Company and is customary in annual meeting notices to allow flexibility to address legitimate, properly presented matters that arise between the mailing date and the meeting date.

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When is the Take Two Interactive Software Inc 2026 annual meeting?

Take Two Interactive Software Inc (TTWO) holds its 2026 annual shareholder meeting on Thursday, September 17, 2026.

What is the record date for the Take Two Interactive Software Inc 2026 meeting?

The record date for the Take Two Interactive Software Inc 2026 meeting is Thursday, July 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Take Two Interactive Software Inc's 2026 meeting?

The board is presenting 10 director nominees at the Take Two Interactive Software Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Take Two Interactive Software Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Take Two Interactive Software Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.