UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||||||
| of incorporation or organization) | File Number) | Identification No.) | ||||||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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.
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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.
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits:
| Incorporated by Reference | |||||||||||||||||||||||||||||||||||
| Exhibit No. | Description | Form | Exhibit | Filing Date | Filed Herewith | ||||||||||||||||||||||||||||||
| 3.1 | X | ||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | |||||||||||||||||||||||||||||||||
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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.
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | ||||||||
| By: | /s/ Matthew Breitman | |||||||
| Name: | Matthew Breitman | |||||||
| Title: | Senior Vice President, Chief Governance Officer & Corporate Secretary | |||||||
Date: September 22, 2026 | ||||||||
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
TAKE-TWO INTERACTIVE SOFTWARE, INC.
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of Take-Two Interactive Software, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Restated Certificate of Incorporation of this corporation be amended by deleting all of the text in Article VI and replacing it with the following in substitution therefor:
Limited Liability of Directors and Officers. To the fullest extent permitted by law as the same exists or as may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. For purposes of this Article VI, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL, as it presently exists or may hereafter be amended from time to time. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of such director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Neither the amendment nor the repeal of this Article VI shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director or officer of the Corporation existing prior to such amendment or repeal.
SECOND: That thereafter an annual meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 18th day of September, 2026.
TAKE-TWO INTERACTIVE SOFTWARE, INC.
By: /s/ Matt Breitman_________________
Name: Matt Breitman
Title: SVP & Chief Governance Officer