TAKE TWO INTERACTIVE SOFTWARE INC
For the period ended Mar 31, 2025. Filed Jul 28, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 31, 2025 · Filed Jul 28, 2025
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.
2025 Annual Meeting of Shareholders
| Time and Date | Location | Record Date |
| September 18, 2025,at 9:00 a.m. | Virtual, audio-only meeting hosted online at www.virtualshareholdermeeting.com/TTWO2025 | July 23, 2025 |
Voting Matters and Board Recommendations
| Item | Proposal | Board’sRecommendation | PageNumber |
|---|---|---|---|
| 1. | Election of 10 director nominees | FOR(each nominee) | 11 |
| 2. | Advisory vote to approve executive compensation | FOR | 26 |
| 3. | Approval of an Amendment and Restatement of the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan to increase the available shares reserved thereunder issuable to all of the Company’s eligible employees and to extend the term of such plan | FOR | 78 |
| 4. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026 (“fiscal 2026”) | FOR | 91 |
Company Performance Highlights
The Company delivered strong financial results in ourfiscal year ended March 31, 2025 (“fiscal 2025”) through continued
execution 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.
| Fiscal 2025 Financial and Operating Results | |||||
|---|---|---|---|---|---|
| Net Revenue$5.63 Billion | Net Bookings (operating metric)$5.65 Billion | ||||
| Net Revenue by Platform | |||||
| Console, PC and Other | |||||
| $2.69 Billion | 47.8% | of NetRevenue | Recurrent Consumer Spending(virtual currency, add-on content, and in-game purchases) | ||
| Mobile | $4.47 Billion | 79.4% | of NetRevenue | ||
| $2.94 Billion | 52.2% | of NetRevenue | |||
| 6 | TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2025 Proxy Statement |
BOARD OF DIRECTORS HIGHLIGHTS
Board of Directors Highlights
Our 10 nominees include nine independent, outside directors who as a group have extensive management experience, subject
matter expertise, and knowledge that is critical to the Company.
Board Best Practices
Active and empowered lead independent director role
Deliberate approach to Board refreshment, including the addition of five new independent directors in the past eight years, and rotation of leadership positions
Annual election of all directors
Annual self-evaluations by the Board of Directors and its Committees, as well as biennial individual interviews of each director by an outside third party
Majority vote standard for uncontested director elections
9 out of 10 current director nominees are independent
Board membership marked by leadership and a variety of perspectives
Outside Directorship Policy pursuant to which none of our directors may serve on more than 3 other public boards
Annual performance review of the Chairman and CEO and other members of the executive management team by independent directors
| Board Composition | ||
|---|---|---|
| Tenure | Age | Diversity |
| 5 | DIRECTORS(50% OF THE BOARD) ADDED OVER THELAST 8 YEARS | 90% | INDEPENDENTDIRECTORS |
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2025 Proxy Statement | 7 |
|---|
BOARD OF DIRECTORS HIGHLIGHTS
| OtherPublicBoards · Committee Memberships | ||||
|---|---|---|---|---|
| Name · Age · DirectorSince · PrincipalOccupation · Independent · Audit · Compensation · CorporateGovernance · Executive | ||||
| LaVerne SrinivasanLead IndependentDirector sinceSeptember 21, 2023 | 63 | March2017 | Vice President,CarnegieCorporation ofNew York | 0 |
| MichaelDornemann | 79 | March2007 | Retired Chairmanand CEO,BertelsmannEntertainment | 0 |
| William“Bing”Gordon | 75 | May2022 | Partner, KleinerPerkins Caufield &Byers | 1 |
| RolandHernandez | 67 | September2019 | FoundingPrincipal andCEO ofHernandez MediaVentures | 2 |
| J Moses | 66 | March2007 | Principal, J MosesProjects | 0 |
| MichaelSheresky | 57 | March2007 | Partner, UnitedTalent Agency | 0 |
| EllenSiminoff | 57 | May2022 | Seasoned mediaand technologyexecutive andboard member | 1 |
| SusanTolson | 63 | March2014 | Retired PortfolioManager, CapitalResearch andManagementCompany | 1 |
| PaulViera | 66 | May2018 | CEO, EarnestPartners LLC | 0 |
| StraussZelnick | 68 | March2007 | Chairman andCEO, Take-TwoInteractiveSoftware, Inc. | 1 |
| Member | Chair |
| 8 | TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2025 Proxy Statement |
SHAREHOLDER ENGAGEMENT
Shareholder Engagement
We were pleased that our Say-on-Pay vote received 86% support at our 2024 annual meeting of shareholders after our
extensive outreach and efforts to implement shareholder feedback. The Board of Directors continues to place a premium on our
extensive, year-round shareholder engagement practice, which facilitates an ongoing, two-way dialogue on topics our
shareholders find most important. Our Board members are regular participants alongside management in these critically
important conversations where we discuss a diverse range of topics, including board, governance, sustainability, and executive
compensation practices.
| Shareholder Engagement Following the 2024 Annual Meeting | ||
|---|---|---|
| Shareholders Contacted | Engaged with | Director-Led Discussions |
| ~58.6% | ~32.9% | ~26.5% |
| of our outstanding common stock | of our outstanding common stock | of our outstanding common stock |
| All percentages represent ownership of Take-Two outstanding common stock as reported by our shareholders’ most recent filings as of the date of this Proxy Statement. | ||
For more information regarding the Company’s shareholder engagement, see “Compensation Discussion and Analysis-
Shareholder Outreach.”
Sustainability
The Company continued to focus on sustainability this year. We published our third Impact Report in September 2024 which
included select disclosure against the Sustainability Accounting Standards Board (SASB) Standards. Our fourth Impact Report
is scheduled to be published in September 2025. We also publish a standalone report on the Task Force on Climate-Related
Financial Disclosure recommendations, which, along with a copy of our Impact Report, is posted on the Company’s website
atwww.take2games.com and can be accessed by clicking on “Investors.” The information on our website referenced herein is
not incorporated by reference in this Proxy Statement.
The Board of Directors provides oversight to this area through the Corporate Governance Committee, which oversees and
reviews our sustainability strategy and guides long-term climate strategy. We are continuing to develop our sustainability
strategy and commitments to help drive positive change across our industry and society. See “Proposal 1: Election of Directors
—Corporate Governance and Board Practices—Sustainability Matters” for additional details.
Corporate Governance Highlights
The Company’s sound governance practices and policies demonstrate the Board’s commitment to strong corporate
governance, effective risk management and robust independent oversight of management by the Board. The Company’s
governance highlights include:
Extensive, year-round shareholder engagement
Annual evaluation of the Board and its Committees
Annual review of Board leadership structure
Ongoing review and refreshment of Board leadership and composition
Lead Independent Director with clearly defined role and responsibilities
Board oversight of risk management and Sustainability matters
Shareholder right to call special meetings
Shareholder right to act by written consent
No supermajority voting requirements
Strong anti-hedging, anti-pledging and insider trading policies
Independent Audit Committee, Compensation Committee and Corporate Governance Committee
Annual Succession Planning oversight
Annual review of Director Time Commitments
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2025 Proxy Statement | 9 |
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EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS
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 2025 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 Advisors, L.P. (“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
| 10 | TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2025 Proxy Statement |
AMENDMENT AND RESTATEMENT OF THE AMENDED AND RESTATED TAKE-TWO INTERACTIVE SOFTWARE, INC. 2017 STOCK INCENTIVE PLAN
Amendment and Restatement of the Amended and Restated Take-Two
Interactive Software, Inc. 2017 Stock Incentive Plan
In Proposal 3(page 78) we are asking ourshareholders to approve an amendment and restatement of the Amended and
Restated 2017 Stock Incentive Plan (the “2017 Plan”) to increase the number of shares available for issuance under the 2017
Plan by 5,200,000 shares and to extend the term of the 2017 Plan to September 18, 2035 (ten years from the date of
shareholder approval).
Equity is used to attract, retain, and motivate the Company’s creative talent, which is critical to executing Take-Two’s long-term
strategy, and to align the interests of creative employees with the interests of the Company’s shareholders.
Our creative employees at our Rockstar Games, 2K, and Zynga labels, drive our business, are critical to our continued success, and help us build shareholder value.
We believe our use of equity throughout Take-Two, including beyond the executive level, is a strategic advantage and vital to our ownership culture, as evidenced by 90% of our full-time employees being eligible to participate in the 2017 Plan.
In fiscal 2025, equity awards were primarily used to incentivize and retain employees at our labels as illustrated in the pie chart to the right. •As we execute on our robust pipeline, we believe it is imperative to continue to incentivize our creative talent with equity and to align their interests with the Company’s shareholders.
Fiscal 2025 Share Grant Distribution
5%
Non-ZMC
NEOS and
Directors
19%
ZMC
13%
Other
63%
Awards to
Our Labels
Plan highlights include:
Annual limits on certain awards to individual participants
Non-liberal recycling of shares used to satisfy tax withholding obligations or as payment for the exercise price or base price for stock options and SARs
No evergreen provision for share reserve
No payment of dividends or dividend equivalents on unvested awards
Annual compensation limits for non-employee directors
Minimum vesting periods for certain awards
No repricing of underwater stock options or SARs without shareholder approval
No discounted stock options or SARs
Clawback provisions
Non-liberal definition of change in control
No automatic grants
Double-trigger acceleration of equity vesting in a change of control
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2025 Proxy Statement | 11 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.