TAKE TWO INTERACTIVE SOFTWARE INC

Director Selection and Refreshment

The Corporate Governance Committee will consider nominees recommended by shareholders, provided that the

recommendation contains sufficient information for the committee to assess the suitability of the candidate and such nomination

complies with the Company’s bylaws. Candidates recommended by shareholders that comply with these procedures will

receive the same consideration that candidates recommended by the committee receive.

DIRECTOR SELECTION AND REFRESHMENT

When selecting directors, the Board of Directors reviews and considers many factors, including experience, business

understanding, achievement, available time, skills and independence. It also will consider ethical standards, integrity and any

conflict of interest. It considers recommendations primarily from shareholders of the Company and from members of the Board

of Directors and management. The Corporate Governance Committee conducts interviews with candidates who meet the

criteria of the Board of Directors and has full discretion in considering its nominations to the Board of Directors. The Board of

Directors adopted Corporate Governance Guidelines, which include criteria to assess the suitability of candidates for the Board

of Directors. These Corporate Governance Guidelines are posted under the “Conduct” tab on the Company’s website at

“www.take2games.com”.

Independent Directors

The Board of Directors has determined that Messrs. Dornemann, Gordon, Hernandez, Moses, Sheresky and Viera and Mses.

Siminoff, Srinivasan and Tolson are “independent” directors, and that Mr. Zelnick is not an “independent” director, in each case

as defined under the rules of The Nasdaq Stock Market. With respect to Mr. Gordon, at the time he joined the Board of

Directors in May of 2022, the Board of Directors determined he was not an “independent” director under the rules of The

Nasdaq Stock Market as a result of a pre-existing consulting services agreement between Zynga Inc. and Mr. Gordon. Because

this consulting services agreement was terminated effective as of June 15, 2022, which is more than three years ago, the

Board of Directors has now determined that Mr. Gordon currently qualifies as an “independent” director under the rules of The

Nasdaq Stock Market effective as of June 15, 2025. During fiscal 2025, the independent directors met in executive session

(outside the presence of management) on nine occasions.

Board Composition and Refreshment

The Board of Directors routinely reviews the composition of the Board and believes that it benefits from having a group of

directors with a wide range of viewpoints, including based on experience, backgrounds and other factors. The Board has taken

a deliberate approach to refreshment, with new directors joining in four of the prior eight years and five of our 10 director

nominees having served for eight years or less.

On an annual basis, the Corporate Governance Committee conducts a succession planning and refreshment review that covers

the Board of Directors, the Company’s executive officers and, in conjunction with the Company’s Chief Human Resources

Officer, a review of succession planning throughout the organization. Further information relating to our management

succession planning process is set forth below under “Management Development and Succession Planning” As a result of its

regular succession planning and refreshment reviews, the Board of Directors has made, and will make, the following changes

to the composition of the committees of the Board of Directors since fiscal 2024:

ATTENDANCE AT SHAREHOLDER MEETINGS

Board Assessment Process

The Board of Directors and its committees conduct annual self-evaluations that include both the completion of a questionnaire

as well as biennial individual interviews of each director by an outside third party. These evaluations are utilized by the Board

and each committee to improve communication, strategy, and effectiveness, and to identify possible improvements that can be

made to the performance and composition of the Board and each of its committees. The Corporate Governance Committee

assists the Board of Directors in its review and reports to the full Board regarding its findings and recommendations, which are

considered and implemented as appropriate. Furthermore, the Compensation Committee performs an annual performance

review of the Chairman/CEO and other named executive officers and reports its findings to the full Board of Directors.