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Current Report · Items 5.03, 5.07, 9.01 · 8-K

Take-Two Interactive Software, Inc.

TTWONASDAQEQUITYCurrent

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 17, 2026, the stockholders of Take-Two Interactive Software, Inc. (the “Company”) approved and adopted a certificate of amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) at the Company’s annual meeting of stockholders (the “Annual Meeting”).…

Filed Sep 22, 2026Accepted Sep 22, 2026, 4:15 PM EDTCIK 946581Accession 0001628280-26-063032
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Company context

Headquartered in New York City, Take-Two is a leading developer, publisher, and marketer of interactive entertainment for consumers around the globe. The Company develops and publishes products principally through Rockstar Games, 2K and Zynga. Our products are designed for console gaming systems, mobile, including smartphones and tablets and PC. The Company delivers its products through physical retail, digital download, online platforms, and cloud streaming services. The Company’s common stock is publicly traded on NASDAQ under the symbol TTWO.

Current securities

Recent company filings

  1. 4 filingSep 4, 2026
  2. 144 filingSep 3, 2026
  3. 144 filingSep 2, 2026
  4. 144 filingSep 2, 2026
  5. 4 filingAug 18, 2026

Disclosure sections

Items 5.03, 5.07, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 17, 2026, the stockholders of Take-Two Interactive Software, Inc. (the “Company”) approved and adopted a certificate of amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) at the Company’s annual meeting of stockholders (the “Annual Meeting”). On September 18, 2026, the Company amended its Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law by filing the Certificate of Amendment with the Secretary of State of the State of Delaware, which became effective immediately upon its filing. Additional information regarding the results of the Company’s Annual Meeting is set forth below in this Report under Item 5.07. The material terms of the Charter Amendment are described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on July 27, 2026. The foregoing description of the Certificate of Amendment is qualified in its entirety by the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 hereto and incorporated by reference herein.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders. On September 17, 2026, the Company held its Annual Meeting virtually via live audio-only webcast. As of the record date for the Annual Meeting, the Company had 186,980,443 shares of its common stock, par value $0.01 per share (the “Common Stock”), issued and outstanding. At the Annual Meeting, 159,237,889 shares of Common Stock were represented in person or by proxy. The following matters were submitted to a vote of the stockholders at the Annual Meeting. 1. Votes regarding the election of the persons named below as directors for a term expiring at the annual meeting of stockholders in 2027 and until their respective successors have been duly elected and qualified were as follows: For Against Abstain Broker Non-Votes ──────────────────────────────────────────────────────────────────────────────────────────── Strauss Zelnick 139,267,251 4,588,247 453,167 14,929,224 Michael Dornemann 138,705,864 5,528,977 73,824 14,929,224 William "Bing" Gordon 143,990,008 247,692 70,965 14,929,224 Roland Hernandez 134,114,019 9,977,712 216,934 14,929,224 J Moses 140,577,663 3,657,985 73,017 14,929,224 Michael Sheresky 136,606,130 7,627,326 75,209 14,929,224 Ellen Siminoff 142,071,761 2,086,617 150,287 14,929,224 LaVerne Srinivasan 143,861,206 377,967 69,492 14,929,224 Susan Tolson 139,144,996 5,093,754 69,915 14,929,224 Paul Viera 143,909,447 326,301 72,917 14,929,224 Based on the votes set forth above, the foregoing persons were duly elected to serve as directors, for a term expiring at the annual meeting of stockholders in 2027 and until their respective successors have been duly elected and qualified. 2. Advisory votes regarding the approval of the compensation of the named executive officers were as follows: For Against Abstain Broker Non-Votes ───────────────────────────────────────────────────────────────── 137,394,611 6,717,451 196,603 14,929,224 Based on the advisory votes set forth above, the compensation of the named executive officers was duly approved, on an advisory basis, by our stockholders. 3. Votes regarding the approval of the adoption of the Certificate of Amendment to the Restated Certificate of Incorporation were as follows: For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────────────────── 120,430,765 23,574,236 303,664 14,929,224 Based on the votes set forth above, the Certificate of Amendment was duly approved and adopted by our stockholders. 4. Votes regarding ratification of the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the fiscal year ending March 31, 2027, were as follows: For Against Abstain Broker Non-Votes ───────────────────────────────────────────────────────────────── 151,739,872 7,425,068 72,949 0 Based on the votes set forth above, the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the fiscal year ending March 31, 2027, was duly ratified by our stockholders.