Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2026
TAKE-TWO INTERACTIVE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-34003
51-0350842
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation or organization)
File Number)
Identification No.)
110 West 44th Street,
New York,
New York
10036
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (646)536-2842
Registrant's Former Name or Address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $.01 par value
TTWO
NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 17, 2026, the stockholders of Take-Two Interactive Software, Inc. (the “Company”) approved and adopted a certificate of amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) at the Company’s annual meeting of stockholders (the “Annual Meeting”). On September 18, 2026, the Company amended its Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law by filing the Certificate of Amendment with the Secretary of State of the State of Delaware, which became effective immediately upon its filing. Additional information regarding the results of the Company’s Annual Meeting is set forth below in this Report under Item 5.07.
The material terms of the Charter Amendment are described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on July 27, 2026. The foregoing description of the Certificate of Amendment is qualified in its entirety by the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 hereto and incorporated by reference herein.
Item 5.07
Submission of Matters to a Vote of Security Holders.
On September 17, 2026, the Company held its Annual Meeting virtually via live audio-only webcast. As of the record date for the Annual Meeting, the Company had 186,980,443 shares of its common stock, par value $0.01 per share (the “Common Stock”), issued and outstanding. At the Annual Meeting, 159,237,889 shares of Common Stock were represented in person or by proxy. The following matters were submitted to a vote of the stockholders at the Annual Meeting.
1.Votes regarding the election of the persons named below as directors for a term expiring at the annual meeting of stockholders in 2027 and until their respective successors have been duly elected and qualified were as follows:
For
Against
Abstain
Broker Non-Votes
Strauss Zelnick
139,267,251
4,588,247
453,167
14,929,224
Michael Dornemann
138,705,864
5,528,977
73,824
14,929,224
William "Bing" Gordon
143,990,008
247,692
70,965
14,929,224
Roland Hernandez
134,114,019
9,977,712
216,934
14,929,224
J Moses
140,577,663
3,657,985
73,017
14,929,224
Michael Sheresky
136,606,130
7,627,326
75,209
14,929,224
Ellen Siminoff
142,071,761
2,086,617
150,287
14,929,224
LaVerne Srinivasan
143,861,206
377,967
69,492
14,929,224
Susan Tolson
139,144,996
5,093,754
69,915
14,929,224
Paul Viera
143,909,447
326,301
72,917
14,929,224
Based on the votes set forth above, the foregoing persons were duly elected to serve as directors, for a term expiring at the annual meeting of stockholders in 2027 and until their respective successors have been duly elected and qualified.
2.Advisory votes regarding the approval of the compensation of the named executive officers were as follows:
For
Against
Abstain
Broker Non-Votes
137,394,611
6,717,451
196,603
14,929,224
Based on the advisory votes set forth above, the compensation of the named executive officers was duly approved, on an advisory basis, by our stockholders.
2
3.Votes regarding the approval of the adoption of the Certificate of Amendment to the Restated Certificate of Incorporation were as follows:
For
Against
Abstain
Broker Non-Votes
120,430,765
23,574,236
303,664
14,929,224
Based on the votes set forth above, the Certificate of Amendment was duly approved and adopted by our stockholders.
4.Votes regarding ratification of the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the fiscal year ending March 31, 2027, were as follows:
For
Against
Abstain
Broker Non-Votes
151,739,872
7,425,068
72,949
0
Based on the votes set forth above, the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the fiscal year ending March 31, 2027, was duly ratified by our stockholders.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.