Take-Two Interactive Software, Inc. (TTWO)
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AGM 2018

Sep 21, 2018

Henry Diamond
SVP of Investor Relations and Corporate Communications, Take-Two Interactive Software

Good morning, thank you for joining us today for our annual meeting. My name is Hank Diamond, and I'm Senior Vice President of Investor Relations and Corporate Communications for Take-Two. Please note that today's shareholder meeting is being broadcast via listen-only webcast that is available on our website at www.taketwogames.com. A replay of the webcast will also be available on our website later today. Before we begin, I'd like to remind everyone that the 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 31st, 2018, 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 30th, 2018, and the Company's other periodic filings with the SEC, which can be accessed at www.taketwogames.com. Now I'd like to introduce Strauss Zelnick, Chairman and CEO of Take-Two.

Strauss Zelnick
Chairman and CEO, Take-Two Interactive Software

Thank you, Hank. 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 General Counsel; and Matt Breitman, Deputy General Counsel and Corporate Secretary of the Company. I'd also like to introduce our other board members who are present today: Michael Dornemann, Jay Moses, Michael Scharesky, LaVerne Srinivasan, Susan Tolson, and Paul Viera. I'd like now to turn the floor over to Dan Emerson.

Daniel Emerson
EVP and General Counsel, Take-Two Interactive Software

Thank you, Strauss. Good morning. I will act as chair of this portion of the meeting. Mr. Breitman will act as Secretary of the Meeting. The meeting will be conducted in accordance with the agenda that has been distributed at the start of the meeting. The three 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 25th, 2018, 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 established and distributed today 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 address the meeting must be a stockholder of record as of the July 25th, 2018, record date, or a person holding a valid proxy from a stockholder of record. Stockholders of record should have a yellow-coded name tag and a yellow index card stating "Stockholder of Record," which was provided at the registration area before the meeting. Following the presentation of the proposals on the agenda, and while the polls are deemed open for voting on the proposals, we will entertain questions directly related to the matters being voted upon. After we have concluded the business of the meeting, the meeting will be adjourned. We will open the floor for general questions.

By your presence at this meeting, you acknowledge your understanding of and willingness to abide by the procedural rules that were provided to you today. Now let us continue with the business of the meeting. Mr. Breitman, will you please present proof of notice of this meeting? Let the record reflect that I have been presented with a copy of the Notice of Annual Meeting of Stockholders dated July 26th, 2018, and the proxy materials dated July 26th, 2018, together with an affidavit of an authorized representative of Broadridge, the company responsible for mailing said materials, affirming as to the mailing on July 31st, 2018, of the notice of annual meeting and proxy materials to stockholders of record at the close of business on July 25th, 2018. I order the affidavit of mailing be filed with the minutes of this meeting.

Mr. Breitman, will you please present a list of stockholders as of the close of business on July 15th, 2018, the record date fixed by the board of directors for the purpose of determining the stockholders entitled to vote at this meeting. Let the record reflect that I have been presented with a list of stockholders of record as of the close of business on July 25th, 2018, furnished by an authorized representative of the company's transfer agent. There are 113,828,217 shares of common stock entitled to vote at this meeting. The list of stockholders will be open for inspection by any stockholder of record for the duration of this meeting.

I hereby appoint Tom Tighe of Broadridge to act as the Inspector of Elections to determine, one, the number of shares outstanding 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; five, 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 practicable. Is there any stockholder present who has not filled out an attendance sheet showing the name of the stockholder and the number of shares he or she owns?

All stockholders of record who have not submitted proxies should do so now, unless they wish to vote in person. If you previously have executed a proxy and now wish to vote in person, the proxy will be returned at your request. Mr. Tighe, please state the number of shares of common stock present in person or represented by proxy.

Tom Tighe
Inspector of Elections, Broadridge Financial Solutions

There are present, in person or represented by proxy, a majority of the outstanding shares entitled to vote at this meeting.

Daniel Emerson
EVP and General Counsel, Take-Two Interactive Software

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 seven directors to serve until the annual meeting of stockholders of the company to be held in 2019, until their successors have been duly elected and qualified.

Matthew Breitman
Deputy General Counsel and Corporate Secretary, Take-Two Interactive Software

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 2019 and until their successors have been duly elected and qualified. Strauss Zelnick, Michael Dornemann, 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.

Tom Tighe
Inspector of Elections, Broadridge Financial Solutions

I second the proposal.

Daniel Emerson
EVP and General Counsel, Take-Two Interactive Software

If there is a stockholder who does not yet have a ballot who wishes to vote in person, please raise your hand so that the Inspector of Elections can deliver a ballot to you. Okay. 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.

Matthew Breitman
Deputy General Counsel and Corporate Secretary, Take-Two Interactive Software

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 company's named executive officers.

Tom Tighe
Inspector of Elections, Broadridge Financial Solutions

I second the proposal.

Daniel Emerson
EVP and General Counsel, Take-Two Interactive Software

If there is a stockholder who does not yet have a ballot who wishes to vote in person, please raise your hand so that the Inspector of Elections can deliver a ballot to you. All right. 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 for the fiscal year ending March 31st, 2019. I would like to introduce Mark Moran and Christopher England, who are here today representing Ernst & Young and will be available to answer any questions after the meeting.

Matthew Breitman
Deputy General Counsel and Corporate Secretary, Take-Two Interactive Software

I hereby present the proposal set forth in the proxy statement that the stockholders approve the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2019.

Tom Tighe
Inspector of Elections, Broadridge Financial Solutions

I second the proposal.

Daniel Emerson
EVP and General Counsel, Take-Two Interactive Software

If there is a stockholder who does not yet have a ballot who wishes to vote in person, please raise your hand so that the Inspector of Elections can deliver a ballot to you. As I mentioned previously, the Inspector of Elections will tabulate the results of the voting, which will be reported to me as soon as practicable. There being no additional business to be conducted at the meeting, the business of the annual meeting is hereby concluded and the meeting adjourned. We will now open the floor to a question and answer period. Any stockholder that wants to ask a question must state their name and whether they are a personal stockholder or an authorized representative of a stockholder, in which case such stockholder must also be identified. At this point, I turn the floor over to Strauss Zelnick, our Chairman and CEO.

Strauss Zelnick
Chairman and CEO, Take-Two Interactive Software

We'd now like to open the floor to questions following the rules Mr. Emerson outlined earlier in the meeting. Going once. Great. Thank you for joining us today.