TAKE TWO INTERACTIVE SOFTWARE INC
For the period ended Mar 31, 2026. Filed Jul 27, 2026.
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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, 2026 · Filed Jul 27, 2026
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.
2026 Annual Meeting of Shareholders
| Time and Date | Location | Record Date |
| September 17, 2026,at 9:00 a.m. | Virtual, audio-only meeting hosted online at www.virtualshareholdermeeting.com/TTWO2026 | July 23, 2026 |
Voting Matters and Board Recommendations
| Item | Proposal | Board’sRecommendation | PageNumber |
|---|---|---|---|
| 1. | Election of 10 director nominees | FOR(each nominee) | 9 |
| 2. | Advisory vote to approve executive compensation | FOR | 25 |
| 3. | Approval of a certificate of amendment to the Restated Certificate of Incorporation of Take-Two Interactive Software, Inc. to limit the liability of certain officers as permitted by Delaware law | 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, 2027 (“fiscal 2027”) | FOR | 80 |
Company Performance Highlights
The Company delivered strong financial results in thefiscal year ended March 31, 2026 (“fiscal 2026”) driven by continued
execution of our strategy to develop and publish high-quality interactive entertainment experiences across a diverse range
of genres.
| Fiscal 2026 Financial and Operating Results | |||||
|---|---|---|---|---|---|
| Net Revenue$6.66 Billion | Net Bookings (operating metric)$6.72 Billion | ||||
| Net Revenue by Platform | |||||
| Console, PC and Other | |||||
| $3.32 Billion | 49.9% | of NetRevenue | Recurrent Consumer Spending(virtual currency, add-on content, and in-game purchases) | ||
| Mobile | $5.20 Billion | 78.1% | of NetRevenue | ||
| $3.33 Billion | 50.1% | of NetRevenue | |||
| 6 | TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2026 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 nine years (50% of the board), 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 (i.e. 90%) current director nominees are independent
Board membership marked by leadership and diversity of perspectives and composition with 30% women directors and 30% ethnically diverse directors; overall, 50% of the Board is ethnically and/or gender diverse.
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
| Name · Age · DirectorSince · OtherPublicBoards · Audit · Compensation · CorporateGovernance · Executive · TechnologyRisk | |||
|---|---|---|---|
| LaVerne Srinivasan Lead Independent Director since September 21, 2023Retired Vice President, Carnegie Corporation of New York | 64 | March2017 | 0 |
| Michael Dornemann Retired Chairman and CEO, Bertelsmann Entertainment | 80 | March2007 | 0 |
| William “Bing” Gordon Partner, Kleiner Perkins Caufield & Byers | 76 | May2022 | 1 |
| Roland Hernandez Founding Principal and CEO of Hernandez Media Ventures | 68 | September2019 | 2 |
| J Moses Principal, J Moses Projects | 67 | March2007 | 0 |
| Michael Sheresky Partner, United Talent Agency | 58 | March2007 | 0 |
| Ellen Siminoff Seasoned media and technology executive and board member | 58 | May2022 | 1 |
| Susan Tolson Retired Portfolio Manager, Capital Research and Management Company | 64 | March2014 | 1 |
| Paul Viera CEO, Earnest Partners LLC | 67 | May2018 | 0 |
| Strauss ZelnickChairman and CEO, Take-Two Interactive Software, Inc. | 69 | March2007 | 1 |
| Member | Chair |
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2026 Proxy Statement | 7 |
|---|
SHAREHOLDER ENGAGEMENT
Shareholder Engagement
We were pleased that our Say-on-Pay vote received 95% support at our 2025 annual meeting of shareholders following our
shareholder outreach efforts and actions to implement investor feedback. The Board of Directors continues to place a premium
on our robust, 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 2025 Annual Meeting | ||
|---|---|---|
| Shareholders Contacted | Engaged with | Director-Led Discussions |
| ~56.4% | ~31.8% | ~28.3% |
| 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 fourth Impact Report in September 2025 which
included select disclosure against the Sustainability Accounting Standards Board (SASB) Standards. Our fifth Impact Report is
scheduled to be published in September 2026. 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
Active process of evaluating and rotating committee leadership positions
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
| 8 | TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2026 Proxy Statement |
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 2026 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
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2026 Proxy Statement | 9 |
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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.