Take-Two Interactive Reports 2026 Annual Meeting Results and Officer Exculpation Charter Amendment

Overview of Filing

On September 22, 2026, Take-Two Interactive Software, Inc. filed a Current Report on Form 8-K disclosing items under Item 5.03 (Amendments to Articles of Incorporation or Bylaws) and Item 5.07 (Submission of Matters to a Vote of Security Holders).

Annual Meeting Results (Item 5.07)

The Company held its virtual Annual Meeting of Stockholders on September 17, 2026. Out of 186,980,443 shares of common stock outstanding and eligible to vote, 159,237,889 shares (approximately 85.16%) were represented in person or by proxy.

Stockholders voted on four proposals:

1. Election of Directors: All nominated directors were elected to serve until the 2027 annual meeting:

   • Strauss Zelnick
   • Michael Dornemann
   • William "Bing" Gordon
   • Roland Hernandez
   • J Moses
   • Michael Sheresky
   • Ellen Siminoff
   • LaVerne Srinivasan
   • Susan Tolson
   • Paul Viera

2. Advisory Vote on Executive Compensation (Say-on-Pay): Approved with 137,394,611 votes For, 6,717,451 Against, and 196,603 Abstentions.

3. Charter Amendment (Officer Exculpation): Approved with 120,430,765 votes For, 23,574,236 Against, and 303,664 Abstentions.

4. Ratification of Independent Auditors: Ratified Ernst & Young LLP as the independent auditor for the fiscal year ending March 31, 2027, with 151,739,872 votes For, 7,425,068 Against, and 72,949 Abstentions.

Charter Amendment Details (Item 5.03)

Following stockholder approval, Take-Two filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Delaware Secretary of State on September 18, 2026. The amendment modifies Article VI to eliminate or limit personal monetary liability for corporate officers for breaches of fiduciary duty, consistent with Delaware General Corporation Law (DGCL) Section 102(b)(7).

Market and Trading Impact

This filing documents routine corporate governance outcomes and standard corporate charter updates permitted under Delaware law. It does not disclose any insider share transactions or material operational changes, and carries low trading significance.