Take-Two Interactive Software Inc. DEF 14A Filing

Ticker: TTWO · Form: DEF 14A · Filed: Jul 25, 2024 · CIK: 946581

Take Two Interactive Software INC DEF 14A Filing Summary
FieldDetail
CompanyTake Two Interactive Software INC (TTWO)
Form TypeDEF 14A
Filed DateJul 25, 2024
Risk Levelmedium
Pages15
Reading Time17 min
Key Dollar Amounts$5.33 billion
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

Related Tickers: TTWO

TL;DR

TTWO DEF 14A out: exec comp details, equity awards, PEO/Non-PEO breakdown. Check it.

AI Summary

Take-Two Interactive Software Inc. filed its DEF 14A on July 25, 2024, for the fiscal year ending March 31, 2024. The filing details executive compensation and corporate governance matters, including information on performance-based and non-performance-based equity awards for its PEO and Non-PEO members. Specific details on the valuation and exclusion/inclusion of stock awards for named executive officers are provided.

Why It Matters

This filing provides crucial insights into how Take-Two Interactive Software Inc. compensates its top executives, which can influence investor decisions and the company's strategic direction.

Risk Assessment

Risk Level: medium — DEF 14A filings can contain information about executive compensation and corporate governance that may impact stock price and investor sentiment.

Key Players & Entities

FAQ

What is the primary purpose of this DEF 14A filing?

The primary purpose of this DEF 14A filing is to provide information regarding the solicitation of proxies for the company's annual meeting of stockholders, including details on executive compensation, corporate governance, and director nominations.

What fiscal year does this filing primarily cover?

This filing primarily covers the fiscal year ending March 31, 2024, with comparative data for previous fiscal years also presented.

What types of equity awards are discussed in the filing?

The filing discusses various equity awards, including performance-based and non-performance-based awards, and details their inclusion or exclusion in compensation calculations for PEO and Non-PEO members.

Who are the key individuals or groups whose compensation is detailed?

The filing details compensation for PEO (Principal Executive Officer) members and Non-PEO Neo (Non-Executive Officer) members, which typically includes the named executive officers.

Where is Take-Two Interactive Software Inc. headquartered?

Take-Two Interactive Software Inc. is headquartered at 110 West 44th Street, New York, NY 10036.

Filing Stats: 4,356 words · 17 min read · ~15 pages · Grade level 16.3 · Accepted 2024-07-25 16:30:52

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 52 Voting Security Ownership of Certain Beneficial Owners and Management 69 Certain Relationships and Related Transactions 71 Section 16(a) Beneficial Ownership Compliance 77 Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm 78 Independent Registered Public Accountants 79 Report of the Audit Committee of the Board of Directors 80 Cautionary Note About Forward-Looking Statements 81 Information about the Annual Meeting and Voting 81 Availability of Certain Documents 85 No Incorporation By Reference 85 Shareholder Proposals for Next Annual Meeting 86 Other Matters 86 Annex A—Reconciliation of GAAP Net Income to Adjusted EBITDA A-1 TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2024 Proxy Statement 04 Back to Contents PROXY SUMMARY This summary highlights information contained elsewhere in this Proxy Statement and does not include all of the information that you should consider. Please read the entire Proxy Statement carefully before voting. 2024 Annual Meeting of Shareholders Voting Matters and Board Recommendations Item Proposal Board's Recommendation Page Number 1. Election of 10 director nominees FOR (each nominee) 12 2. Advisory vote to approve executive compensation FOR 27 3. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025 (" fiscal 2025 ") FOR 78 Company Performance Highlights The Company delivered strong financial results in our fiscal year ended March 31, 2024 (" fiscal 2024 ") and continued to execute successfully on our strategy to capitalize on the popularity of video games by developing and publishing high-quality interactive entertainment experiences across a range of genres. TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2024 Proxy Statement 05 Back to Contents Board of Directors Highlights Our 10 nominees include eight independe

: Gender Identity

Part I: Gender Identity Female Male Non-Binary Did Not Disclose Gender Female Male Non-Binary Did Not Disclose Gender Directors 3 7 0 0 3 7 0 0

: Demographic Background

Part II: Demographic Background African American or Black 0 1 0 0 0 1 0 0 Alaskan Native or American Indian 0 0 0 0 0 0 0 0 Asian 0 0 0 0 0 0 0 0 Hispanic or Latinx 0 1 0 0 0 1 0 0 Native Hawaiian or Pacific Islander 0 0 0 0 0 0 0 0 White 2 5 0 0 2 5 0 0 Two or More Races or Ethnicities 1 0 0 0 1 0 0 0 Shareholder Engagement We were pleased that our Say-on-Pay vote received over 87% support at our 2023 annual meeting of shareholders after our extensive outreach and efforts to implement shareholder feedback. The Board of Directors continues to place a premium on, oversee and, together with management, regularly participate in an extensive, year-round shareholder engagement practice. We maintain this robust shareholder outreach program to facilitate ongoing, two-way dialogue on topics our shareholders find most important. Our Board members are regular participants in these critically important conversations, and we discuss a diverse range of topics, including board, governance, sustainability and executive compensation practices. Since the 2023 Annual Meeting, we sought discussions with holders of almost two-thirds of our outstanding shares and held discussions with all investors who expressed an interest in engaging with us, representing nearly one-half of our outstanding shares. Members of our Compensation Committee participated in discussions with shareholders holding over one-third of our outstanding shares. During this year's outreach, shareholders overwhelmingly conveyed positive feedback on our compensation policies and our response to the low support for the Advisory Vote on Executive Compensation at our 2022 annual meeting. In particular, shareholders noted, among other things, the increased rigor and disclosure of goal setting for our annual cash incentive program, and the implementation of longer performance and vesting periods for equity awards, each of which was implemented

Executive Compensation

Executive Compensation Program Highlights The Company maintains strong compensation governance practices that support our pay-for-performance principles and align management incentives with the interests of our shareholders. A substantial portion of our Company's executive compensation opportunity in fiscal 2024 was performance-based. We have also adopted a number of "best practices" with respect to executive compensation, including: Clawback policy applicable to NEOs, including ZMC Incentive caps on annual bonuses to NEOs Strong anti-hedging and anti-pledging policies Double-trigger acceleration of vesting on a change in control Meaningful stock ownership requirements (6x per annum management fee, excluding any bonuses, for each of CEO/Chairman and President; 3x annual base salary for other NEOs; and 5x annual cash retainer for directors) Equity incentive plan provisions that prohibit re-pricing of stock options without shareholder approval Limited perquisites No tax gross ups in respect of any excise taxes on parachute payments Annual compensation risk assessment for employee plans Retention of independent compensation consultants by the Compensation Committee Balanced compensation approach between short- and long-term incentive opportunities TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2024 Proxy Statement 11 Back to Contents PROPOSAL 1: ELECTION OF DIRECTORS All members of the Board of Directors stand for election on an annual basis, and at the Annual Meeting 10 director nominees will stand for election to hold office for a term expiring at the 2025 Annual Meeting of Shareholders. The Board of Directors, upon the recommendation of the Corporate Governance Committee, has nominated the individuals named below. Each director who is elected will serve until a successor is elected and qualified or until the director's earlier resignation or removal. The Corporate Governance Committee is responsible for evaluating the size and composition of

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