Take-Two investors OK charter to limit officer liability

Take-Two stockholders approved a charter amendment limiting certain officer liability and backed all directors, executive pay, and Ernst & Young as auditor.

Rhea-AI Filing Summary

Take-Two Interactive Software, Inc. (TTWO) reported the results of its September 17, 2026 annual stockholders meeting and a related charter change. Stockholders approved and adopted a Certificate of Amendment to the Restated Certificate of Incorporation, and the amendment was filed in Delaware on September 18, 2026 to limit the liability of certain officers as permitted by Delaware law, becoming effective immediately. All ten director nominees were elected for terms expiring at the 2027 annual meeting, the advisory vote on named executive officer compensation was approved, and Ernst & Young LLP was ratified as independent auditors for the fiscal year ending March 31, 2027.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares outstanding at record date: 186,980,443 shares Shares represented at meeting: 159,237,889 shares Say-on-pay For votes: 137,394,611 votes +4 more

7 metrics

Shares outstanding at record date 186,980,443 shares Common stock issued and outstanding as of the record date for the September 17, 2026 annual meeting

Shares represented at meeting 159,237,889 shares Common stock represented in person or by proxy at the annual meeting

Say-on-pay For votes 137,394,611 votes Advisory approval of named executive officer compensation

Say-on-pay Against votes 6,717,451 votes Advisory vote on named executive officer compensation

Charter amendment For votes 120,430,765 votes Approval of Certificate of Amendment to Restated Certificate of Incorporation

Auditor ratification For votes 151,739,872 votes Ratification of Ernst & Young LLP as independent auditors for fiscal year ending March 31, 2027

Broker non-votes on management items 14,929,224 votes Broker non-votes reported on director elections, say-on-pay, and charter amendment

Key Terms

Certificate of Amendment, Restated Certificate of Incorporation, broker non-votes, named executive officers, +1 more

5 terms

Certificate of Amendment regulatory

"approved and adopted a certificate of amendment to the Company’s Restated Certificate"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

Restated Certificate of Incorporation regulatory

"Certificate of Amendment to the Restated Certificate of Incorporation were as follows"

A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes 137,394,611 | 6,717,451 | 196,603 | 14,929,224"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

named executive officers financial

"Advisory votes regarding the approval of the compensation of the named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent auditors financial

"ratification of the appointment of Ernst & Young LLP as independent auditors of the Company"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What charter change did Take-Two (TTWO) stockholders approve in this 8-K?

Stockholders approved and adopted a Certificate of Amendment to Take-Two’s Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law. The amendment was filed on September 18, 2026 and became effective immediately upon filing.

How many Take-Two (TTWO) shares were outstanding and represented at the 2026 annual meeting?

As of the record date, Take-Two had 186,980,443 shares of common stock issued and outstanding. At the annual meeting, 159,237,889 shares were represented in person or by proxy.

Were all Take-Two (TTWO) director nominees elected at the 2026 annual meeting?

Yes. All ten nominees, including Strauss Zelnick, William "Bing" Gordon, and others, were elected as directors for terms expiring at the 2027 annual meeting, based on the reported vote totals showing more votes "For" than "Against" for each nominee.

Did Take-Two (TTWO) stockholders approve executive compensation on an advisory basis?

Yes. The advisory vote on compensation of the named executive officers received 137,394,611 votes For, 6,717,451 Against, and 196,603 Abstain, with 14,929,224 broker non-votes, so the compensation was approved on an advisory basis.

Was the Certificate of Amendment limiting officer liability approved by Take-Two (TTWO) stockholders?

Yes. The Certificate of Amendment received 120,430,765 votes For, 23,574,236 Against, and 303,664 Abstain, with 14,929,224 broker non-votes. Based on these results, it was duly approved and adopted.

Which audit firm did Take-Two (TTWO) stockholders ratify for fiscal year ending March 31, 2027?

Stockholders ratified the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending March 31, 2027, with 151,739,872 votes For, 7,425,068 Against, and 72,949 Abstain.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 04:18 PM Accepted by SEC EDGAR 09/22/2026 - 04:15 PM Learn about SEC filing dates

0000946581false03-3100009465812026-09-222026-09-22

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 17, 2026

TAKE-TWO INTERACTIVE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-34003			51-0350842
(State or other jurisdiction			(Commission			(IRS 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 17, 2026, the stockholders of Take-Two Interactive Software, Inc. (the “Company”) approved and adopted a certificate of amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) at the Company’s annual meeting of stockholders (the “Annual Meeting”). On September 18, 2026, the Company amended its Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law by filing the Certificate of Amendment with the Secretary of State of the State of Delaware, which became effective immediately upon its filing. Additional information regarding the results of the Company’s Annual Meeting is set forth below in this Report under Item 5.07.

The material terms of the Charter Amendment are described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on July 27, 2026. The foregoing description of the Certificate of Amendment is qualified in its entirety by the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 hereto and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 17, 2026, the Company held its Annual Meeting virtually via live audio-only webcast. As of the record date for the Annual Meeting, the Company had 186,980,443 shares of its common stock, par value $0.01 per share (the “Common Stock”), issued and outstanding. At the Annual Meeting, 159,237,889 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 2027 and until their respective successors have been duly elected and qualified were as follows:

			For						Against						Abstain						Broker Non-Votes
Strauss Zelnick			139,267,251						4,588,247						453,167						14,929,224
Michael Dornemann			138,705,864						5,528,977						73,824						14,929,224
William "Bing" Gordon			143,990,008						247,692						70,965						14,929,224
Roland Hernandez			134,114,019						9,977,712						216,934						14,929,224
J Moses			140,577,663						3,657,985						73,017						14,929,224
Michael Sheresky			136,606,130						7,627,326						75,209						14,929,224
Ellen Siminoff			142,071,761						2,086,617						150,287						14,929,224
LaVerne Srinivasan			143,861,206						377,967						69,492						14,929,224
Susan Tolson			139,144,996						5,093,754						69,915						14,929,224
Paul Viera			143,909,447						326,301						72,917						14,929,224

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 2027 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
137,394,611						6,717,451						196,603						14,929,224

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.

2

3.Votes regarding the approval of the adoption of the Certificate of Amendment to the Restated Certificate of Incorporation were as follows:

For						Against						Abstain						Broker Non-Votes
120,430,765						23,574,236						303,664						14,929,224

Based on the votes set forth above, the Certificate of Amendment was duly approved and adopted by our stockholders.

4.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, 2027, were as follows:

For						Against						Abstain						Broker Non-Votes
151,739,872						7,425,068						72,949						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, 2027, was duly ratified by our stockholders.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits:

Incorporated by Reference

Exhibit No.

Description

Form

Exhibit

Filing Date

Filed Herewith

3.1

Certificate of Amendment of Restated Certificate of Incorporation of Take-Two Interactive Software, Inc.

X

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

X

3

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, Chief Governance Officer & Corporate Secretary
Date: September 22, 2026

4

Filing Exhibits & Attachments

4 documents

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