Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
The Amended and Restated 2017 Plan increases the available shares reserved thereunder by 2,000,000 shares and makes certain updates to eliminate plan provisions that were included in order to allow the Company to grant awards that would qualify for the "performance-based" compensation for purposes of the exception to the deduction limitation under Section 162(m) of the Code prior to the repeal of such exception under the Tax Cuts and Jobs Act of 2017. Other than these changes, no other changes were made by the Amended and Restated 2017 Plan.
The foregoing description of the Amended and Restated 2017 Plan is qualified in
its entirety by the full text of the Amended and Restated 2017 Plan, which is
attached as Annex B to the Company's definitive proxy statement on Schedule
14A filed with the
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. Votes regarding the election of the persons named below as directors for a term expiring at the annual meeting of stockholders in 2021 and until their respective successors have been duly elected and qualified were as follows: For Against Abstain Broker Non-Votes Strauss Zelnick 84,216,123 7,106,756 982,468 8,402,085 Michael Dornemann 87,096,380 4,761,200 447,767 8,402,085 Roland Hernandez 89,858,185 1,998,469 448,693 8,402,085 J Moses 85,371,144 6,485,948 448,255 8,402,085 Michael Sheresky 86,466,158 5,390,583 448,606 8,402,085 LaVerne Srinivasan 91,797,572 62,695 445,080 8,402,085 Susan Tolson 84,007,781 7,852,961 444,605 8,402,085 Paul Viera 91,775,166 81,869 448,312 8,402,085
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 2021 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 85,740,834 6,085,133 479,380 8,402,085
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.
3. Votes regarding the approval of the adoption of the Amended and Restated 2017 Plan were as follows:
For Against Abstain Broker Non-Votes 82,152,565 9,685,667 467,115 8,402,085
Based on the votes set forth above, the Amended and Restated 2017 Plan was duly approved and adopted by our stockholders.
4. Votes regarding ratification of the appointment of
For Against Abstain Broker Non-Votes 96,805,485 3,425,785 476,162 0
Based on the votes set forth above, the appointment of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Incorporated by Reference Filed Filing No. Description Form Exhibit Date Herewith 10.1 Amended and Restated Take-Two Interactive DEF 14A B July 24, Software, Inc. 2017 Stock 2020 Incentive Plan
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