Take-Two Interactive Software (TTWO) Proxy Filing summary

Executive summary

• Fiscal 2024 delivered strong results with $5.33B in Net Bookings and $5.35B in net revenue, driven by hit titles and robust in-game content, with 78.8% of net revenue from recurrent consumer spending.

• Major upcoming release: Grand Theft Auto VI in Fall 2025, expected to drive significant growth; ongoing development of high-profile sequels and new IPs.

• Cost-reduction program implemented, expected to yield significant annual savings and greater operating leverage.

• Acquisition of Gearbox Entertainment completed in June 2024, expanding the franchise portfolio.

Voting matters and shareholder proposals

• Shareholders to vote on: election of 10 directors, advisory approval of executive compensation, and ratification of Ernst & Young LLP as independent auditor for fiscal 2025.

• Board recommends voting FOR all proposals.

• Annual meeting scheduled for September 18, 2024, as a virtual event.

Board of directors and corporate governance

• Board consists of 10 nominees, 8 of whom are independent; 50% are women and/or minorities.

• Board diversity: 3 women, 2 ethnically diverse men, 1 mixed-race director.

• Lead Independent Director role held by Ms. Srinivasan since September 2023.

• Board committees: Audit, Compensation, Corporate Governance, and Executive; all but Executive are fully independent.

• Annual board and committee self-evaluations, regular succession planning, and director time commitment reviews.

• Shareholder rights include calling special meetings and acting by written consent; no supermajority voting requirements.