Take-Two Interactive Software (TTWO) Proxy filing summary

Executive summary

• Fiscal 2026 delivered strong results, with net bookings of $6.72 billion, exceeding guidance by $750 million, and robust performance across all major labels, including record NBA 2K bookings and continued Grand Theft Auto engagement.

• Fiscal 2027 is anticipated as a major inflection point, highlighted by the planned release of Grand Theft Auto VI and expected operating cash flow over $1 billion.

• The company maintains a flexible balance sheet, enabling investment in technology, M&A, and franchise development to drive long-term shareholder value.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 10 directors, a non-binding advisory vote on executive compensation, approval of a certificate of amendment to limit officer liability, and ratification of Ernst & Young LLP as auditor.

• The board recommends a vote “FOR” all proposals, citing alignment with shareholder interests and best practices.

Board of directors and corporate governance

• The board consists of 10 nominees, 9 of whom are independent, with diverse backgrounds and an average tenure of 12 years.

• Board practices include annual elections, majority vote standards, annual self-evaluations, and a deliberate approach to refreshment and diversity (50% of the board is ethnically and/or gender diverse).

• Four standing committees (Compensation, Audit, Corporate Governance, Technology Risk) are composed entirely of independent directors.

• The Technology Risk Committee was formed in October 2025 to oversee cybersecurity, AI, and emerging technology risks.

• The Lead Independent Director role is well-defined, ensuring strong independent oversight and shareholder engagement.