Take-Two Interactive Software, Inc. — Form 8-K Summary
Business Context and Reporting Period
This Form 8-K reports actions taken at Take-Two Interactive Software, Inc.’s annual stockholders’ meeting held on September 17, 2026. The company’s fiscal year ends March 31; the filing does not report quarterly or annual operating results.
Corporate Actions and Voting Results
- Certificate amendment: Stockholders approved an amendment limiting the liability of certain officers as permitted under Delaware law. The amendment was filed with the Delaware Secretary of State on September 18, 2026 and became effective immediately upon filing.
- Board election: All ten nominated directors were elected for terms expiring at the 2027 annual meeting: Strauss Zelnick, Michael Dornemann, William “Bing” Gordon, Roland Hernandez, J Moses, Michael Sheresky, Ellen Siminoff, LaVerne Srinivasan, Susan Tolson, and Paul Viera.
- Executive compensation: Stockholders approved, on an advisory basis, the compensation of the named executive officers, with 137,394,611 votes for and 6,717,451 against.
- Auditor ratification: Ernst & Young LLP was ratified as independent auditor for the fiscal year ending March 31, 2027, with 151,739,872 votes for and 7,425,068 against.
Financial Metrics, Liquidity, and Debt
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating financial metrics. It reports 186,980,443 shares outstanding as of the annual-meeting record date, with 159,237,889 shares represented at the meeting.
Material Changes, Outlook, and Risks
The principal material change is the effective amendment to the company’s certificate of incorporation concerning officer liability. The filing contains no updated business outlook or guidance. Investors should consider that the amendment may reduce the circumstances in which certain officers can be held personally liable under Delaware law, subject to applicable legal limitations.
Important Facts to Verify
- Confirm the effective date and complete text of the Certificate of Amendment in Exhibit 3.1.
- Review the definitive proxy statement filed July 27, 2026 for the amendment’s detailed terms.
- Note the filing’s date references: the annual meeting and stockholder approval occurred September 17, the amendment was filed September 18, and the report was signed September 22, 2026.
- Review future periodic filings for any financial results, guidance, or developments not included in this Form 8-K.