Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Take-Two Interactive Software, Inc. on April 15, 2010, in New York, New York. As of the record date, the company had 84,551,370 shares of Common Stock issued and outstanding, with 67,244,710 shares represented at the meeting.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting results. It does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes and Voting Results
The filing details the outcomes of three specific matters submitted to a vote:
- Election of Directors: All eight nominees were duly elected for a term expiring in 2011. The votes included significant "For" support (ranging from approximately 56.6 million to 59.6 million) with "Withhold" votes ranging from approximately 1.2 million to 4.2 million. There were 6,386,980 Broker Non-Votes.
- Stock Incentive Plan Amendment: Shareholders approved an amendment to the 2009 Stock Incentive Plan to increase the available shares reserved by 2,750,000. The vote was 48,176,094 For, 12,655,034 Against, and 26,602 Abstain.
- Ratification of Auditors: The appointment of Ernst & Young LLP as independent auditors for the fiscal year ending October 31, 2010, was ratified. The vote was 66,951,230 For, 257,538 Against, and 35,942 Abstain.
Guidance, Outlook, and Risks
The filing text does not contain management commentary, financial guidance, outlook, risk factors, contingencies, or unusual items. The document is strictly limited to the reporting of the Annual Meeting results.
Key Facts for Investor Verification
- Confirmation that the 2009 Stock Incentive Plan was successfully amended to add 2,750,000 shares.
- Verification of the board composition following the election of the eight directors.
- Confirmation that Ernst & Young LLP remains the independent auditor for the fiscal year ending October 31, 2010.
- Review of the "Against" vote count (12.6 million) on the stock plan amendment, which represents a notable minority of the votes cast on that specific item.