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 the appropriate box):
| ☒ | No fee required. | |||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
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| (2) | Aggregate number of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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| (4) | Proposed maximum aggregate value of transaction:
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| (5) | Total fee paid:
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| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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| (2) | Form, Schedule or Registration Statement No.:
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| (4) | Date Filed:
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on September 16, 2020.
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Meeting Information |
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| TAKE-TWO INTERACTIVE SOFTWARE, INC. |
Meeting Type: Annual Meeting |
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For holders as of: July 20, 2020 |
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Date: September 16, 2020 Time: 9:00 AM EDT |
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Location: W Hotel
201 Park Avenue South
New York, NY 10003
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We intend to hold our annual meeting in person. However, the health and safety of our shareholders are important to us and as part of our precautions regarding the COVID-19 pandemic, we are planning for the possibility that our Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be posted on our website at www.take2games.com and filed with the SEC as additional proxy materials. If you are planning to attend our meeting, please check our website the week of the meeting. | ||||||||||
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You are receiving this communication because you hold shares in the company named above. | |||||||||
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This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
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| We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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| — Before You Vote — How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE: |
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| NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online: Have the information that is printed in the box marked by the arrow
How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: |
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| 1) BY INTERNET: |
www.proxyvote.com | |||||
| 2) BY TELEPHONE: |
1-800-579-1639 | |||||
| 3) BY E-MAIL*: |
[email protected] | |||||
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* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in
the box marked by the arrow
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before September 2, 2020 to facilitate timely delivery. |
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— How To Vote — Please Choose One of the Following Voting Methods
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| Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
Vote By Internet: To vote now by Internet, go to
www.proxyvote.com. Have the information that is printed in the box marked by the arrow
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form. |
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(located on the following page) and visit: www.proxyvote.com.
(located on the following page) available and follow the instructions.
| Voting Items | ||||||||
| The Board of Directors recommends you vote FOR the following proposals: |
| 1. | Election of Directors | 2. | Approval, on a non-binding advisory basis, of the compensation of the Company’s “named | |||||||||||
| Nominees: | executive officers” as disclosed in the Proxy | |||||||||||||
| Statement. | ||||||||||||||
| 1a. | Strauss Zelnick |
3. | Approval of the Amended and Restated Take-Two | |||||||||||
| Interactive Software, Inc. 2017 Stock Incentive | ||||||||||||||
| 1b. | Michael Dornemann | Plan. | ||||||||||||
| 4. | Ratification of the appointment of Ernst & Young | |||||||||||||
| 1c. | J. Moses | LLP as our independent registered public | ||||||||||||
| accounting firm for the fiscal year ending | ||||||||||||||
| 1d. | Michael Sheresky | March 31, 2021. | ||||||||||||
| NOTE: Such other business as may properly come | ||||||||||||||
| 1e. | LaVerne Srinivasan | before the meeting or any adjournment thereof. | ||||||||||||
| 1f. |
Susan Tolson |
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| 1g. |
Paul Viera |
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| 1h. |
Roland Hernandez |
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| Voting Instructions |
