Table of Contents
- 1. Take-Two Interactive Shareholders Approve Stock Incentive Plan Amendment
- 2. Key Changes to the Incentive Plan
- 3. Director elections and Executive Approvals
- 4. Voting Results Snapshot
- 5. Understanding Stock Incentive Plans
- 6. Frequently Asked Questions
- 7. What specific eligibility criteria determined which employees participated in Take-Two’s 2017 Incentive Plan?
- 8. Interactive Software: Take-Two Interactive Software 2017 Incentive Plan Approval Summary
- 9. Overview of the 2017 Incentive Plan
- 10. Key Components of the Incentive Plan
- 11. Performance Metrics & Goal Setting
- 12. Eligibility and Vesting Schedules
- 13. Role of the Compensation Committee
- 14. Impact on Take-Two’s performance (2017-2021)
- 15. Shareholder Approval & Proxy statements
New York, NY – Shareholders of Take-Two Interactive Software Inc. overwhelmingly approved revisions to the companyS 2017 Stock Incentive Plan at the annual shareholders meeting held on September 18, 2025. The amended plan, which extends until September 18, 2035, allows for an increased number of shares to be allocated under the incentive program.
Key Changes to the Incentive Plan
The updated plan doesn’t alter the fundamental structure of the 2017 stock Incentive Plan, though, it expands the resources available for incentivizing employees and executives.This move comes as Take-Two Interactive continues to navigate a dynamic market, recently reporting a net booking of $1.32 billion in their fiscal first quarter, a 6% increase year-over-year. Source: Take-Two Interactive Investor Relations
Director elections and Executive Approvals
Alongside the incentive plan approval,shareholders also voted to re-elect the existing slate of directors to serve until the 2026 annual meeting. The individuals elected include Strauss Zelnick, Michael Dornemann, William “Bing” Gordon, Roland Hernandez, J Moses, Michael Sheresky, Ellen Siminoff, Laverne Srinivasan, Susan Tolson, and Paul Viera.
A separate advisory vote also overwhelmingly approved the company’s executive compensation packages.Shareholders demonstrated strong support for the leadership team’s performance and vision. Ernst & Young LLP was also ratified as the company’s autonomous auditor for the fiscal year ending March 31, 2026.
Voting Results Snapshot
| Item | Approved | Opposed | Abstained |
|---|---|---|---|
| Stock Incentive Plan Revision | 111,732,742 | 3,386,767 | 14,155 |
| Executive Compensation | 14,353,691 | 74,714 | 29,259 |
| Ernst & Young LLP Appointment | 15,791,059 | 41,604 | 18,532 |
As of the annual meeting, Take-Two Interactive has 184,467,164 shares issued, with 162,145,195 shares represented at the meeting. The approval of the revised stock incentive plan signals a commitment to long-term growth and shareholder value, aligning the interests of employees and investors. Did You Know? Stock incentive plans are a common practice among publicly traded companies to attract and retain top talent.
Understanding Stock Incentive Plans
Stock incentive plans are a key component of executive and employee compensation, designed to align individual performance with company success. These plans typically involve granting stock options, restricted stock units, or performance shares, offering recipients the chance to benefit from the company’s growth.According to a recent report by Equilar, executive equity compensation remains a prevalent practice, with the majority of companies utilizing some form of long-term incentive plan. Pro tip: Shareholders should carefully review the details of any stock incentive plan amendment to understand its potential impact on their investment.
Frequently Asked Questions
- What is a stock incentive plan? A plan that provides company stock to employees, typically as a reward for performance.
- Why do companies offer stock incentive plans? To align employee interests with company growth and attract/retain talent.
- What does it mean to amend a stock incentive plan? It means to make changes to the existing plan, such as increasing the number of shares available.
- How does this affect Take-Two Interactive shareholders? It is expected to foster long-term growth and align employee interests with those of shareholders.
- What is the validity period of the amended plan? The amended plan is valid until September 18, 2035.
What are your thoughts on the use of stock incentive plans by major companies? Do you think these plans benefit shareholders in the long run? Share your opinions in the comments below!
What specific eligibility criteria determined which employees participated in Take-Two’s 2017 Incentive Plan?
Interactive Software: Take-Two Interactive Software 2017 Incentive Plan Approval Summary
Overview of the 2017 Incentive Plan
Take-Two Interactive Software’s 2017 incentive Plan, approved by shareholders, outlines the framework for rewarding key employees and executives based on performance. This plan is crucial for aligning employee interests with shareholder value, driving long-term growth, and attracting/retaining top talent within the competitive video game industry. The plan focuses on both annual and long-term incentives, utilizing a mix of cash bonuses, stock options, and restricted stock units (RSUs). Understanding the details of this plan provides insight into Take-Two’s compensation philosophy and its approach to motivating its workforce.
Key Components of the Incentive Plan
The 2017 plan encompassed several core elements designed to incentivize specific behaviors and outcomes.These included:
* Annual Cash Incentives: Tied to pre-defined performance metrics, typically relating to revenue, earnings per share (EPS), and operational goals. Eligibility varied based on employee level and role.
* Stock Options: Granted to select employees, providing the right to purchase company stock at a predetermined price (the exercise price) after a vesting period. This incentivizes long-term stock price appreciation.
* Restricted Stock Units (RSUs): Represent an unconditional promise to issue shares of Take-Two stock upon vesting. RSUs are often used to reward sustained performance and commitment.
* Performance-Based RSUs: A portion of RSU grants were tied to the achievement of specific, challenging performance goals over a multi-year period. These goals often centered around key strategic initiatives.
Performance Metrics & Goal Setting
Take-Two Interactive’s incentive plan heavily relied on clearly defined performance metrics. Common metrics included:
- Net Sales: A primary driver, reflecting the overall success of game releases like Grand Theft Auto and NBA 2K.
- Earnings Per Share (EPS): A key indicator of profitability and financial health.
- Operating Income: Measures the profitability of the company’s core business operations.
- Strategic Objectives: These varied year-to-year but often included goals related to digital revenue growth, expansion into new markets, and triumphant game launches.
The weighting of these metrics within the incentive calculations was determined by the Compensation Committee of the Board of Directors, reflecting the company’s priorities for each performance period. Executive compensation was notably sensitive to these targets.
Eligibility and Vesting Schedules
Not all employees were eligible for all components of the incentive plan.Eligibility generally followed a tiered structure:
* Executive Officers: Received the most comprehensive package, including meaningful stock option and RSU grants.
* Key Employees: Eligible for a combination of cash incentives, stock options, and RSUs.
* General Employees: Primarily eligible for annual cash incentives.
Vesting schedules were designed to encourage long-term retention. Stock options and RSUs typically vested over a period of three to four years, with a portion vesting annually. This aligns employee interests with the long-term success of Take-Two. Employee stock options are a common practice in the tech and gaming sectors.
Role of the Compensation Committee
The Compensation Committee of Take-Two’s Board of Directors played a critical role in overseeing the incentive plan. Their responsibilities included:
* Setting Performance Goals: Establishing challenging yet achievable performance targets.
* Determining Incentive Awards: Deciding the amount and form of incentives awarded to each eligible employee.
* Monitoring Plan Effectiveness: Regularly reviewing the plan’s effectiveness in driving performance and aligning employee interests.
* Ensuring Compliance: Confirming the plan complies with all applicable laws and regulations.
The Committee often consulted with independent compensation consultants to ensure the plan was competitive and aligned with best practices.
Impact on Take-Two’s performance (2017-2021)
While directly attributing performance solely to the incentive plan is difficult,the period following the 2017 plan approval saw significant growth for Take-Two Interactive. Key highlights include:
* Record Revenue: Driven by the continued success of grand Theft auto V and the NBA 2K franchise.
* Increased Profitability: Improved operating margins and EPS.
* Strategic Acquisitions: Take-Two acquired several studios, expanding its development capabilities.
* Digital Conversion: A significant shift towards digital game sales and in-game purchases.
These achievements suggest the incentive plan played a role in motivating employees to deliver strong results. Gaming company performance is frequently enough tied to successful incentive structures.
The 2017 Incentive Plan required shareholder approval, as detailed in Take-Two’s proxy statements. These statements provided comprehensive details about the plan, including:
* Plan Terms: A full description of the plan’s provisions.
* Eligibility Criteria: