Take-Two Interactive Software (TTWO) Proxy Filing summary

Executive summary

• Fiscal 2025 saw net bookings of $5.65 billion, strong new title releases, the Gearbox acquisition, and continued cost reduction efforts.

• The company expects record net bookings and enhanced profitability with the launch of Grand Theft Auto VI in fiscal 2027.

• The annual meeting is scheduled for September 18, 2025, as a virtual event.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 10 directors, advisory approval of executive compensation, amendment and restatement of the 2017 Stock Incentive Plan, and ratification of Ernst & Young LLP as auditor.

• The board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• The board consists of 10 nominees, 9 of whom are independent, with an average tenure of 11 years and age of 66.

• Board committees (Compensation, Audit, Corporate Governance) are fully independent.

• Annual board and committee self-evaluations, succession planning, and regular refreshment of leadership roles are in place.

• Shareholders have rights to call special meetings and act by written consent; no supermajority voting requirements.

• Strong anti-hedging, anti-pledging, and insider trading policies are enforced.