Take-Two (NASDAQ: TTWO) holders back 2017 stock plan extension

Rhea-AI Filing Summary

Take-Two Interactive Software, Inc. reported that stockholders approved an amendment and restatement of its 2017 Stock Incentive Plan, increasing the shares reserved under the plan by 5,200,000 shares and extending the plan’s term to September 18, 2035. No other changes were made to the plan.

At the virtual annual meeting, the company had 184,467,164 common shares issued and outstanding as of the record date, and 162,145,195 shares were represented in person or by proxy. Stockholders elected all nominated directors for terms expiring at the 2026 annual meeting, approved on an advisory basis the compensation of named executive officers, approved the amended and restated 2017 Plan, and ratified the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending March 31, 2026.

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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, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Amendment and Restatement of the 2017 Stock Incentive Plan

On September 18, 2025, the stockholders of Take-Two Interactive Software, Inc. (the “Company”) approved and adopted an amendment and restatement of the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan (the “2017 Plan”) at the Company’s annual meeting of stockholders (the “Annual Meeting”). Additional information regarding the results of the Company’s Annual Meeting is set forth below in this Report under Item 5.07.

The amendment and restatement of the 2017 Plan (i) increases the shares reserved under the 2017 Plan by 5,200,000 shares, and (ii) extends the term of the 2017 Plan to September 18, 2035. No other changes were made to the 2017 Plan.

The foregoing description of the amendment and restatement of the 2017 Plan is qualified in its entirety by the full text of the 2017 Plan, as amended and restated, which is attached as Annex B to the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 28, 2025, and is incorporated by reference herein as Exhibit 10.1.

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

On September 18, 2025, the Company held its Annual Meeting virtually via live audio-only webcast. As of the record date for the Annual Meeting, the Company had 184,467,164 shares of its common stock, par value $0.01 per share (the “Common Stock”), issued and outstanding. At the Annual Meeting, 162,145,195 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 2026 and until their respective successors have been duly elected and qualified were as follows:

			For						Against						Abstain						Broker Non-Votes
Strauss Zelnick			142,729,073						8,084,221						456,370						10,875,531
Michael Dornemann			144,054,665						7,116,511						98,488						10,875,531
William "Bing" Gordon			150,203,490						963,168						103,006						10,875,531
Roland Hernandez			145,498,616						5,668,962						102,086						10,875,531
J Moses			143,237,874						7,930,906						100,884						10,875,531
Michael Sheresky			137,277,231						13,891,235						101,198						10,875,531
Ellen Siminoff			149,847,879						1,196,570						225,215						10,875,531
LaVerne Srinivasan			150,994,952						172,452						102,260						10,875,531
Susan Tolson			147,342,990						3,824,847						101,827						10,875,531
Paul Viera			150,937,214						229,604						102,846						10,875,531

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 2026 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
143,533,691						7,442,714						293,259						10,875,531

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.

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3.Votes regarding the approval of the adoption of the amendment and restatement of the 2017 Plan were as follows:

For						Against						Abstain						Broker Non-Votes
117,302,742						33,862,767						104,155						10,875,531

Based on the votes set forth above, the amendment and restatement of the 2017 Plan 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, 2026, were as follows:

For						Against						Abstain						Broker Non-Votes
157,919,059						4,107,604						118,532						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, 2026, 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

10.1

Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan

DEF 14A

B

July 28, 2025

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, General Counsel Americas & Corporate Secretary
Date: September 19, 2025

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FAQ

What did Take-Two (TTWO) stockholders approve regarding the 2017 Stock Incentive Plan?

Stockholders approved an amendment and restatement of Take-Two’s 2017 Stock Incentive Plan, which increases the shares reserved under the plan by 5,200,000 shares and extends the plan’s term to September 18, 2035. No other changes were made to the plan.

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

As of the record date for the annual meeting, Take-Two had 184,467,164 shares of common stock issued and outstanding. At the meeting, 162,145,195 shares were represented in person or by proxy.

Were Take-Two (TTWO) director nominees elected at the 2025 annual meeting?

Yes. All nominated directors, including Strauss Zelnick and the other listed nominees, were duly elected to serve as directors for terms expiring at the annual meeting of stockholders in 2026 and until their respective successors are duly elected and qualified.

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

Yes. In an advisory vote on the compensation of named executive officers, stockholders cast 143,533,691 votes for, 7,442,714 against, and 293,259 abstentions, with 10,875,531 broker non-votes. The compensation was duly approved on an advisory basis.

Did Take-Two (TTWO) stockholders ratify Ernst & Young as independent auditors?

Yes. Stockholders voted to ratify the appointment of Ernst & Young LLP as Take-Two’s independent auditors for the fiscal year ending March 31, 2026, with 157,919,059 votes for, 4,107,604 against, and 118,532 abstentions.

What were the voting results on Take-Two’s amended 2017 Stock Incentive Plan?

For the amendment and restatement of the 2017 Plan, stockholders cast 117,302,742 votes for, 33,862,767 against, and 104,155 abstentions, with 10,875,531 broker non-votes. Based on these votes, the amended and restated plan was duly approved and adopted.