Take-Two Interactive Software, Inc. (TTWO) Earnings Call Transcript & Summary

Good morning, and thank you for joining us today for our annual meeting. My name is Dan Emerson, and I am Executive Vice President and Chief Legal Officer of Take-Two. Please note that today's stockholder meeting is being conducted in an all-virtual format, and we are pleased to have everyone join this live webcast. A replay of the webcast will also be available on our website starting tomorrow. Before we begin, I'd like to remind everyone that statements made during this meeting that are not historical facts are considered forward-looking statements under federal securities laws. These forward-looking statements are based on the beliefs of our management as well as assumptions made by and information currently available to us. We have no obligation to update these forward-looking statements. Actual operating results may vary significantly from these forward-looking statements based on a variety of factors. Other important factors and information are contained in the company's annual report on Form 10-K for the fiscal year ended March 31, 2020, including any risks summarized in the section entitled Risk Factors, the company's quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2020 and the company's other periodic filings with the SEC, which can be accessed at www.take2games.com. I would now like to introduce Strauss Zelnick, Chairman and CEO of Take-Two.

Thank you, Dan. Good morning, and welcome. The Annual Meeting of Stockholders of Take-Two Interactive Software will please come to order. Today's agenda includes a review of the procedures for today's meeting and the proposals to be voted on and a question-and-answer session. I'd like to introduce our officers: Karl Slatoff, President; Lainie Goldstein, Chief Financial Officer; Dan Emerson; and Matt Breitman, General Counsel, Americas, and Corporate Secretary of the company. I'd also like to introduce our other Board members: Michael Dornemann; Roland Hernandez; J. Moses; Michael Sheresky; LaVerne Srinivasan; Susan Tolson; and Paul Viera. I would like now to turn the meeting back to Dan Emerson.

I will act as the chair of this portion of the meeting. Mr. Breitman will act as secretary of the meeting. This meeting will be conducted in accordance with the agenda that is posted on the meeting website. The 4 proposals to be considered and voted upon at this annual meeting are set forth in Take-Two's proxy filing and will be described in detail shortly. Only stockholders of record at the close of business on July 20, 2020 are entitled to vote on the proposals at this annual meeting or any adjournment thereof. This meeting will be conducted in accordance with the procedural rules that have been posted on the meeting website to ensure that stockholders have an opportunity to properly consider and vote upon the business to come before the meeting. I would like to take a moment to review several of the key rules. Anyone wishing to vote or ask a question must be a stockholder of record as of July 20, 2020 record date or a person holding a valid proxy from a stockholder of record. Following the presentation of all of the proposals on the agenda and while the polls are deemed open for voting on the proposals, we will address questions directly related to the matters being voted upon. After we have concluded the business of the meeting, the meeting will be adjourned, then we will address general questions. Now let us continue with the business of the meeting. Let the record reflect that I have been presented with a copy of the notice of Annual Meeting of Stockholders dated July 24, 2020, as supplemented on August 27, 2020, and the proxy materials dated July 24, 2020, together with an affidavit of an authorized representative of Broadridge, the company responsible for mailing said materials, affirming us to the mailing on July 30, 2020 of the notice of annual meeting and proxy materials to stockholders of record at the close of business on July 20, 2020. I order the affidavit of mailing be filed with the minutes of this meeting. Let the record reflect that I have also been presented with a list of stockholders of record as of the close of business on July 2020 -- July 20, 2020, furnished by an authorized representative of the company's transfer agent. There are 114,338,764 shares of common stock entitled to vote at this meeting. I hereby appoint Tom Tighe of Broadridge to act as the inspector of elections to determine: one, the number of shares outstanding and entitled to vote; two, the number of shares represented at the meeting; three, the existence of a quorum; four, the validity and effect of proxies; and finally, to receive and tabulate the votes on the matters to be acted upon at the meeting. Mr. Tighe has executed an affidavit to faithfully execute his duties as the inspector. The secretary will attach the affidavit to the minutes of this meeting. It is anticipated that the results will be reported to me as soon as is practical. Mr. Tighe has reported that there are present in person or represented by proxy a majority of the outstanding shares entitled to vote at this meeting. Legal notice of the meeting having been given and a quorum being present, the meeting is lawfully convened and ready to transact business. The first order of business on the agenda is to elect 8 directors to serve until the Annual Meeting of Stockholders of the company to be held in 2021 and until their successors have been duly elected and qualified.

The Board of Directors acting upon the recommendation of the Corporate Governance Committee has nominated the following persons who are named in the company's proxy statement to serve as directors of the company until the Annual Meeting of Stockholders to be held in 2021 and until their successors have been duly elected and qualified: Strauss Zelnick; Michael Dornemann; Roland Hernandez; J. Moses; Michael Sheresky; LaVerne Srinivasan; Susan Tolson; and Paul Viera. I hereby present to this meeting the proposal set forth in the proxy statement that these nominees be elected as directors of the company for such annual term.

I second the proposal. The next order of business on the agenda is to cast an advisory vote to approve the compensation of the company's named executive officers.

I hereby present to this meeting the proposal set forth in the proxy statement that the stockholders approve on a nonbinding advisory basis the compensation of the company's named executive officers.

I second the proposal. The next order of business on the agenda is to vote upon the proposal to approve the amended and restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan to increase the available shares reserved thereunder.