Take-Two Interactive Software (TTWO) Proxy filing summary

Executive summary

• Fiscal 2026 delivered strong results with $6.72B in Net Bookings, exceeding guidance by $750M, and robust performance across all labels, notably NBA 2K, Zynga, and Grand Theft Auto series.

• 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 $1B.

• The company maintains a flexible balance sheet, pursues accretive M&A, and invests in technology to enhance creative and operational capabilities.

• Shareholder engagement remains a priority, with extensive outreach and 95% Say-on-Pay support at the 2025 annual meeting.

Voting matters and shareholder proposals

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

• The board recommends a vote “FOR” all proposals, including the officer exculpation amendment and auditor ratification.

Board of directors and corporate governance

• Board comprises 10 nominees, 9 of whom are independent, with diverse backgrounds and an average tenure of 12 years.

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

• Four standing committees: Audit, Compensation, Corporate Governance, and Technology Risk (formed in 2025 for tech/cyber oversight).

• Lead Independent Director role established, with clear responsibilities and active engagement with management.