Business Context and Reporting Period
This Form 8-K filing by Take-Two Interactive Software, Inc. reports a material definitive agreement entered into on January 20, 2010. The filing addresses a corporate governance dispute and the resolution of a proxy contest involving the Icahn Group.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. It is a current report focused solely on a material agreement regarding board composition.
Material Changes
The primary material change is the settlement of a proxy contest. Take-Two Interactive Software, Inc. has agreed to modify its slate of director nominees for the 2010 Annual Meeting of Stockholders. Specifically, the Company agreed to include SungHwan Cho, Brett Icahn, and James Nelson, and to exclude Grover C. Brown, Ben Feder, and John F. Levy from the slate.
Outlook, Risks, and Management Commentary
Under the terms of the agreement, the Icahn Group has agreed to refrain from soliciting proxies for the 2010 Annual Meeting. Furthermore, the Icahn Group committed to voting all beneficially owned shares of Company common stock in favor of the directors nominated by the Company's board. A press release announcing this agreement was issued on January 21, 2010.
Investor Verification Checklist
- Verify the full text of the Agreement (Exhibit 10.1) for any additional covenants or conditions not summarized in the 8-K.
- Confirm the final composition of the board of directors at the 2010 Annual Meeting.
- Review the press release (Exhibit 99.1) for management's official statement on the resolution.
- Monitor future filings for any changes in the Icahn Group's beneficial ownership percentage.