Take-Two Interactive Software, Inc. filed a Form 8-K on September 17, 2026, announcing that its stockholders have approved an amendment to the company's Restated Certificate of Incorporation. The amendment, which became effective on September 18, 2026, was filed with the Secretary of State of Delaware.
The filing details the results of the company's annual meeting of stockholders, which was held virtually on September 17, 2026. At that time, 186,980,443 shares of common stock were issued and outstanding, with 159,237,889 shares represented in person or by proxy.
The primary matter submitted to a vote was the adoption of the Certificate of Amendment. Stockholders approved the measure with 120,430,765 votes in favor and 23,574,236 votes against. The amendment is intended to limit the liability of certain officers as permitted by Delaware law.
In addition to the charter amendment, stockholders voted on the election of directors for a term expiring in 2027. All 13 candidates were elected, including Strauss Zelnick, Michael Dornemann, William "Bing" Gordon, Roland Hernandez, J Moses, Michael Sheresky, Ellen Siminoff, LaVerne Srinivasan, Susan Tolson, and Paul Viera. The company also received advisory approval for the compensation of its named executive officers and ratified the appointment of Ernst & Young LLP as the independent auditor for the fiscal year ending March 31, 2027.