TAKE TWO INTERACTIVE SOFTWARE INC — Proxy Solicitation & Information Statement 2024

Aug 1, 2024

DEFA14A 1 lttwo2024_defa14a.htm TAKE TWO INTERACTIVE SOFTWARE INC - DEFA14A html PUBLIC "-//W3C//DTD HTML 4.0 Transitional//EN" TAKE-TWO INTERACTIVE SOFTWARE, INC. - DEFA 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Filed by a Party other than the Registrant

| Check
the appropriate box: | |
| --- | --- |
| ● | Preliminary
Proxy Statement |
| ● | Confidential,
for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
| ● | Definitive
Proxy Statement |
| ● | Definitive
Additional Materials |
| ● | Soliciting
Material Pursuant to §240.14a-12 |

Take-Two Interactive Software, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
●	No fee required.
●	Fee paid previously with preliminary materials.
●	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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You invested in TAKE-TWO INTERACTIVE SOFTWARE, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on September 18, 2024.

Get informed before you vote

View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to September 4, 2024. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

●
Control
#

Smartphone users Point your camera here and vote without entering a control number	●
●	Virtually at: www.virtualshareholdermeeting.com/TTWO2024

• Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

TAKE-TWO INTERACTIVE SOFTWARE, INC.

2024 Annual Meeting Vote by September 17, 2024 11:59 PM ET

| Voting
Items | | Board Recommends |
| --- | --- | --- |
| 1. | Election of Directors | |
| | Nominees: | |
| 1a. | Strauss Zelnick | For |
| 1b. | Michael Dornemann | For |
| 1c. | J Moses | For |
| 1d. | Michael Sheresky | For |
| 1e. | LaVerne Srinivasan | For |
| 1f. | Susan Tolson | For |
| 1g. | Paul Viera | For |
| 1h. | Roland Hernandez | For |
| 1i. | William “Bing” Gordon | For |
| 1j. | Ellen Siminoff | For |
| 2. | Approval, on a non-binding advisory basis, of the compensation of the Company’s “named executive officers” as disclosed in the Proxy Statement. | For |
| 3. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025. | For |
| NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | | |

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