Business Context and Reporting Period
This Form 8-K Current Report was filed by Take-Two Interactive Software, Inc. on September 22, 2016. The filing documents the results of the Company's Annual Meeting of Stockholders held on the same date in New York, New York. As of the record date, the Company had 86,015,312 shares of common stock issued and outstanding, with 78,418,415 shares represented at the meeting.
Key Financial Metrics
This filing is a corporate governance report and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Corporate Actions
The primary material change reported is the stockholder approval of amendments to the 2009 Stock Incentive Plan. Key details include:
- Share Reserve Increase: The share reserve under the Plan was increased by 1,400,000 shares, bringing the total to 28,608,954 shares.
- Share Counting Provisions: Amendments were made to allow shares covered by awards settled in cash, as well as shares used to pay tax withholding obligations for "full value" awards, to be available for re-issuance under the Plan.
Outlook, Management Commentary, and Risks
The filing contains no management commentary regarding future outlook, risks, contingencies, or unusual items. It strictly reports on the voting outcomes of the Annual Meeting.
Annual Meeting Voting Results
| Matter | For | Against/Withheld | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Election of Directors (6 nominees) | 69.5M - 71.0M | 194K - 1.7M | N/A | 7,183,424 | Approved |
| Executive Compensation (Say-on-Pay) | 70,885,930 | 305,568 | 43,493 | 7,183,424 | Approved |
| Stock Incentive Plan Amendments | 61,953,308 | 9,254,294 | 27,389 | 7,183,424 | Approved |
| Ratification of Auditors (Ernst & Young LLP) | 77,725,330 | 637,863 | 55,222 | 0 | Approved |
Investor Verification Checklist
- Verify the impact of the 1,400,000 share increase on future dilution and executive compensation costs.
- Review the full text of the Amended and Restated 2009 Stock Incentive Plan (Exhibit 10.1) for specific terms regarding cash-settled awards and tax withholding.
- Confirm the term of the newly elected directors, which expires at the 2017 annual meeting.
- Note that the independent auditor, Ernst & Young LLP, was ratified for the fiscal year ending March 31, 2017.