Take-Two Interactive Software, Inc. (TTWO)
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AGM 2023

Sep 21, 2023

Nicole Shevins
Senior VP, Investor Relations, and Corporate Communications, Take-Two Interactive Software

Good morning, and thank you for joining us today for our annual stockholder meeting. My name is Nicole Shevins, and I'm Senior Vice President, Investor Relations and Corporate Communications of Take-Two. Please note that today's stockholder meeting is being conducted in an all virtual format, and we're 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 would 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.

These and other important factors and information are contained in the company's annual report on Form 10-K for the fiscal year ended March 31, 2023, 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, 2023, and the company's other periodic filings with the SEC, which can be accessed at take2games.com. I'd now like to introduce Strauss Zelnick, Chairman and CEO of Take-Two.

Strauss Zelnick
Chairman and CEO, Take-Two Interactive Software

Thank you, Nicole. 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, Executive Vice President and Chief Legal Officer, and Matt Breitman, General Counsel Americas and Corporate Secretary of the company. I'd also like to introduce our other board members: Michael Dornemann, Bing Gordon, Roland Hernandez, J Moses, Michael Sheresky, Ellen Siminoff, LaVerne Srinivasan, Susan Tolson, and Paul Viera. I would now like to turn the meeting over to Dan Emerson.

Dan Emerson
EVP and Chief Legal Officer, Take-Two Interactive Software

Good morning. I will act as 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 five 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 25, 2023, 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 the July 25, 2023, record date, or a person holding a valid proxy from a stockholder of record. Following the presentation of all 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 27, 2023, and the proxy materials dated July 27, 2023, together with an affidavit of an authorized representative of Broadridge, the company responsible for mailing said materials, affirming as to the mailing on August 1, 2023, of the notice of annual meeting and proxy materials to stockholders of record at the close of business on July 25, 2023. 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 25, 2023, furnished by an authorized representative of the company's transfer agent.

There are 169,831,017 shares of common stock entitled to vote at this meeting. I hereby appoint John Commers of The Carideo Group to act as the Inspector of Elections to determine the number of shares outstanding and entitled to vote, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and to receive and tabulate the votes on the matters to be acted upon at the meeting. Mr. Commers has executed an affidavit to faithfully execute 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 practical.

Mr. Commers 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 quorum being present, the meeting is lawfully convened and ready to transact business. The first order of business on the agenda is to elect 10 directors to serve until the annual meeting of stockholders of the company to be held in 2024 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 2024 and until their successors have been duly elected and qualified: Strauss Zelnick, Michael Dornemann, Bing Gordon, Roland Hernandez, Jay Moses, Michael Sheresky, Ellen Siminoff, 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.

Strauss Zelnick
Chairman and CEO, Take-Two Interactive Software

I second the proposal.

Dan Emerson
EVP and Chief Legal Officer, Take-Two Interactive Software

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 non-binding advisory basis, the compensation of the committee's named executive officers.

Strauss Zelnick
Chairman and CEO, Take-Two Interactive Software

I second the proposal.

Dan Emerson
EVP and Chief Legal Officer, Take-Two Interactive Software

The next order of business on the agenda is to cast an advisory vote to approve the frequency of the advisory vote on 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 non-binding advisory basis, an annual vote on the compensation of the company's named executive officers.

Strauss Zelnick
Chairman and CEO, Take-Two Interactive Software

I second the proposal.

Dan Emerson
EVP and Chief Legal Officer, Take-Two Interactive Software

The next order of business on the agenda is to cast a vote to approve the adoption of an amendment and restatement of the amended and restated Take-Two Interactive Software, Inc., 2017 stock incentive plan. I hereby present to this meeting the proposal set forth in the proxy statement that the stockholders approve the adoption of an amendment and restatement of the amended and restated Take-Two Interactive Software, Inc., 2017 stock incentive plan.

Strauss Zelnick
Chairman and CEO, Take-Two Interactive Software

I second the proposal.

Dan Emerson
EVP and Chief Legal Officer, Take-Two Interactive Software

The next order of business on the agenda is to vote upon the proposal to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm, fiscal year ending March 31, 2024. I would like to introduce Molly Tucker-McHugh and Christina Bykovetz, who are present at the meeting representing Ernst & Young. I hereby present the proposal set forth in the proxy statement, the stockholders approve the ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm, fiscal year ending March 31, 2024.

Strauss Zelnick
Chairman and CEO, Take-Two Interactive Software

I second the proposal.

Dan Emerson
EVP and Chief Legal Officer, Take-Two Interactive Software

Any stockholder who has not yet voted on any of the proposals before this meeting or who wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. If any stockholders have questions directly related to the proposals that are to be voted upon at this meeting, such questions may be submitted on the meeting website. If you ask a question, please include your name and whether you are a personal stockholder or an authorized representative of the stockholder, in which case such stockholder must also be identified.

Strauss Zelnick
Chairman and CEO, Take-Two Interactive Software

Add on the proposals.

Dan Emerson
EVP and Chief Legal Officer, Take-Two Interactive Software

There being no questions and voting having concluded, I now declare the polls closed. As I mentioned previously, the Inspector of Elections will tabulate the results of the voting, which will be reported to me as soon as practical. There being no additional business to be conducted at the meeting, the business of the annual meeting is hereby concluded. The meeting is adjourned. We will now address stockholder questions that are submitted on the meeting website. Any stockholder submitting a question should please include your name, whether you are a personal stockholder or an authorized representative of the stockholder, in which case such stockholder must also be identified. At this point, I will turn the floor over to Strauss Zelnick, our Chairman of the meeting.

Strauss Zelnick
Chairman and CEO, Take-Two Interactive Software

Thank you, Dan. We'd now like to respond to questions following the rules Mr. Emerson outlined earlier in the meeting. Please note that we'll attempt to answer as many questions as time allows, but only questions that are in accordance with the rules will be addressed. If you have a question that did not get addressed during today's meeting, please feel free to contact our IR department via our corporate website at www.taketwogames.com. We've received one question from Jim Chan, which reads: "Given the fact that Take-Two has been the publisher of Borderlands, would the company consider acquiring Gearbox if it's up for sale? Gearbox could be a growth engine for Take-Two by adding triple A shooters to the product portfolio. Thanks for answering." Thank you, Mr. Chan, for your question. We really appreciate it.

We've had a long-term relationship with Gearbox, of which we're very proud. They're a wonderful company. They've, they've delivered for us, not just Borderlands, but also Tiny Tina's Wonderlands and other titles, and I've no doubt they'll continue to be successful in the future. We're thrilled that we have a long-term publishing relationship on these titles. That publishing relationship exists without regard to the ultimate owner of Gearbox. But with regard to our potential interest, you know, we don't tend to speculate on potential transactions. That was the only, question from shareholders. So not hearing any other questions, I'd like to thank you all for joining us today. We're grateful, for your support and grateful to, our shareholders, everyone who is here today and, of course, the team here at Take-Two Interactive. Have a great day.

Operator

This now concludes the meeting.

Thank you for joining, and have a pleasant day.

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