TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
Sector: Communication
2026 Annual Meeting Analysis
TAKE TWO INTERACTIVE SOFTWARE INC · Meeting: September 17, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 10 Directors
Director since March 2017; TTWO's 3-year TSR of +62.7% outperforms the disclosed peer group median of +61.0% by +1.7pp, well below the 65pp underperformance threshold required to trigger a AGAINST vote; no overboarding, attendance, or independence concerns identified.
Director since March 2007; 3-year TSR gap vs. peer median is +1.7pp, far below the 65pp trigger threshold; no overboarding (zero outside public boards), attendance satisfactory, and no independence or familial concerns.
Director since May 2022, just over 24 months ago; 3-year TSR gap vs. peer median is +1.7pp, well below the 65pp trigger; holds one outside public board seat (Duolingo), within the three-board limit; co-founded EA giving him directly relevant gaming industry expertise.
Director since September 2019; 3-year TSR gap vs. peer median is +1.7pp, far below the 65pp trigger; holds two outside public board seats (US Bancorp and Fox Corporation), within the three-board limit; extensive media and entertainment leadership experience.
Director since March 2007; 3-year TSR gap vs. peer median is +1.7pp, well below the 65pp trigger; no outside public board seats; deep interactive entertainment industry background including founding role in early GTA development.
Director since March 2007; 3-year TSR gap vs. peer median is +1.7pp, far below the 65pp trigger; no outside public board seats; chairs the Compensation Committee with relevant entertainment talent and deal-structuring expertise.
Director since May 2022; 3-year TSR gap vs. peer median is +1.7pp, well below the 65pp trigger; holds one outside public board seat (Commerce.com), within the three-board limit; serves on Audit Committee with technology and business development background appropriate to the role.
Director since March 2014; 3-year TSR gap vs. peer median is +1.7pp, far below the 65pp trigger; holds one outside public board seat (OUTFRONT Media), within the three-board limit; chairs the Audit Committee and is designated an audit committee financial expert with 20+ years in financial services.
Director since May 2018; 3-year TSR gap vs. peer median is +1.7pp, well below the 65pp trigger; no outside public board seats; serves on Audit Committee and is designated an audit committee financial expert as CEO of a $20B investment firm.
Executive Chairman and CEO serving as director since March 2007; 3-year TSR gap vs. peer median is +1.7pp, far below the 65pp trigger applicable to strong-positive absolute TSR; holds one outside public board seat (Starwood Property Trust), within the three-board limit; no additional TSR, overboarding, or independence triggers apply.
All 10 director nominees receive a FOR vote. TTWO's absolute 3-year price return of +62.7% is strong positive (above +20%), and the company's TSR outperforms the disclosed compensation peer group median of +61.0% by +1.7pp — far below the 65pp underperformance threshold needed to trigger a AGAINST vote under the named-peer-group standard. No director is overboarded (the company's own policy caps outside boards at three, and all nominees comply), all directors attended at least 75% of meetings, no independence violations on audit or compensation committees, and no familial relationships to senior management were identified.
Say on Pay
✓ FORCEO
Strauss Zelnick
Total Comp
$106,457
Prior Support
95%%
The prior Say on Pay vote received 95% shareholder support at the 2025 annual meeting, well above the 70% threshold that would require visible changes; the compensation structure is heavily performance-based with 67% of equity awards tied to relative TSR and recurrent consumer spending metrics over a three-year period, and at maximum achievement 80% of total ZMC compensation is at-risk, satisfying the policy's 50-60% variable pay requirement. The CEO's reported total compensation from the company is $403,019 (primarily perquisites, as actual ZMC management fees are paid to the firm rather than directly reported as personal CEO compensation in the Summary Compensation Table), and the program includes a robust Nasdaq-compliant clawback policy, double-trigger change-in-control vesting, and meaningful stock ownership requirements. Pay-for-performance alignment is demonstrated by the company's 78th percentile relative TSR result for the most recently vested awards and actual Adjusted EBITDA achievement of 152% of target driving maximum bonus payouts only when justified by genuine outperformance.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$4,049,000
Non-Audit Fees
$1,388,000
Non-audit fees (tax fees of $1,380,000 plus audit-related fees of $8,000, totaling $1,388,000) represent approximately 34% of audit fees of $4,049,000, well below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a $45B market cap company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot be applied and a FOR vote stands per policy; no material financial restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 3
Approval of a Certificate of Amendment to the Restated Certificate of Incorporation of Take-Two Interactive Software, Inc. to Limit the Liability of Certain Officers as Permitted by Delaware Law
This is a board-proposed charter amendment to adopt officer liability limitation provisions now permitted under Delaware law following a 2022 amendment to the Delaware General Corporation Law; the change aligns the company's charter with a mainstream governance update that allows companies to limit officer liability for certain breaches of the duty of care, consistent with the long-standing director exculpation provisions that already exist in most Delaware charters. The amendment does not affect liability for breaches of the duty of loyalty, acts in bad faith, or transactions from which the officer derived improper personal benefit, so meaningful accountability protections remain intact. Because this is a governance modernization proposal that improves the company's ability to attract and retain qualified officers without meaningfully harming shareholder rights, a FOR vote is warranted.
Overall Assessment
The 2026 TTWO annual meeting ballot is straightforward with no significant governance concerns: all 10 director nominees receive FOR votes because the company's strong positive 3-year TSR outperforms its disclosed peer group, Ernst Young is ratified as auditor with a clean non-audit fee ratio well below the independence threshold, and the Say on Pay vote receives a FOR given 95% prior-year support, a heavily performance-linked compensation structure, and demonstrated pay-for-performance alignment. The only non-routine item is a board-proposed Delaware charter amendment to add officer liability exculpation, which represents a routine governance modernization warranting a FOR vote.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing