Take-Two Interactive Software, Inc. (TTWO)
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AGM 2013

Sep 18, 2013

Speaker 1

Good afternoon. Thank you for joining us today for our annual meeting. My name is Hank Dimon, and I'm Senior Vice President of Investor Relations And Corporate Communication for Take 2. Please note that today's shareholder meeting is being broadcast via listen only webcast that is available on our website at www dot take two games dot 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 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 these forward looking statements. Actual operating results may vary significantly from these forward looking statements based Other important factors and information are contained in the company's annual report on Form 10 K for the fiscal year ended March 31, 2013 in the section entitled Risk Factors. The company's quarterly report on Form 10 Q for the fiscal quarter ended June 30th 2013, and the company's other periodic filings with the SEC, which can be accessed at www.take2games.com. I'd now like to introduce Strauss Zelnick, Chairman and CEO of Take 2.

Speaker 2

Thank you, holders of Take 2 Interactive Software will please come to order. Today's agenda includes a discussion of our fiscal year 2013 performance, recent results and outlook, A review of the procedures for today's meeting and the proposals to be voted upon, and finally, a question and answer session. I'd like to introduce the officers of the company who are here with us today, Carl Slatoff, our president, Lenny Goldstein, our Chief Financial Officer, Seth Krause, Executive Vice President, General Counsel, Linda Zabriski, Associate General Counsel, and Secretary of the Company. I'd also like to introduce our board members who are present with us today, Robert Boman, Song Hancho, Brett Eikon, Jay Moses, James Nelson, Michael Donovan and Michael Shuresky. Fiscal 2013 was an exceptional year for Take 2, We delivered 48 percent net revenue growth and profitability on a non GAAP basis.

Our results were driven by robust demand for our groundbreaking new releases, which iconic catalog titles, and expanding portfolio of digitally delivered offerings. Take 2's commitment to captivate consumers with a high quality interactive entertainment enabled our organization to deliver strong results despite a challenging environment for many in our industry. Some of the key achievements during the past year included the following. Rockstar Games launched Max Payne 3, which delivered the label's signature cinematic style of action and storytelling. 2 K released a string of some of the year's top rated releases, including Borderlands 2, which is on track to become the highest selling release in the history sport title in the history of 2 K and the top basketball video game for the 12th year in a row.

BioShock Infinite which receives stellar reviews and is on track to become the highest selling title in the BioShock franchise. And Xcom enemy unknown, which reimagined one of the industry's most beloved franchise as a unique turn based strategy game. We've broadened our mobile slate with core titles, including Max Payne Mobile, Quarterlands Legends, NDA 2k13 and Grand Theft Auto Vice City, casual titles such as grid block, and our first mobile social game for Japan, NBA 2K All Stars. We made significant progress on our initiatives to develop online games for Asia, including the commercial launches of NBA 2K Online in China, and pro baseball 2K in Korea. We delivered record revenue from digitally delivered content, driven by strong demand for full game downloads, add on content for our new releases and in game sales of virtual goods.

We expanded our portfolio of industry leading franchises by acquiring the exclusive worldwide rights to publish the WWE video game series across all major platforms and And we enhanced our solid financial foundation with the completion of a $287,500,000 offering of 1% convertible notes, This offering enabled us to refinance our 4.375 percent convertible notes on substantially improved terms, while also providing additional cash for strategic investments acquisitions and other initiatives that grow our business and create shareholder value. Our recent results confirm that the market for the highest quality current generation titles remain strong, even as anticipation builds for the upcoming launches of next generation consoles. Today, we're better positioned for success than at any other time in our 20 year history. Fiscal year 2014 is shaping up to be one of our very best ever highlighted by yesterday's extraordinary launch of this year's most highly anticipated title, Grand Theft Auto V. Earlier today, we announced that Grand Theft Auto 5 delivered the highest 1st day sales of any title in the history of the company and the Grand Theft Auto Series.

It's already received widespread critical acclaim and achieved an estimated sell through of more than $800,000,000 during the 1st 24 hours of its release. All of us to take to a thrilled with the initial response to Grant Theft Auto Five. Once again, the team at Rockstar Games have outdone themselves setting the entertainment industry's new standard patient to be among the first to experience the evolution of this remarkable series. In North America alone, more than 8300 stores open their doors at midnight to welcome fan whose loyalty and enthusiasm were rewarded with what the New York Times called, the most immersive spectacle in interactive entertainment, close We're incredibly proud of Oxstar Games' creative achievement and couldn't be more pleased with the success of the launch. On October 1, Rockstar Games will release Grand Theft Auto Online, the revolutionary new open world online game that comes free with every copy of Grand Theft Auto Looking ahead, we have a terrific slate of new releases development for the balance of the year and beyond.

On October 1, 2K is poised once again to redefine the basketball genre for interactive entertainment with the release of NBA 2K14. We're thrilled that the 2013 NBA MVP, LeBron James, will make his video game cover to be with this title. NBA 2K set the benchmark for scaming on the current generation of consoles and NBA 2k14 will continue that legacy on the next generation as our first offering for PlayStation 4 and Xbox 1. On October 29th, gamers will step into the ring with some of the biggest names in sports entertainment with the launch of WWE 2 K 14. The title will be the most electrifying, authentic and comprehensive WWE video game experience to date, and features WWE Superstar Duane the Rock Johnson on its cover.

And in November 12, 2K will release Xcom enemy within a rich expansion pack for Xcom enemy unknown that will enhance the title's beloved tactical strategic and multiplayer gameplay, providing nearly limitless hours of entertainment. In addition, we'll deliver new downloadable add on content offerings for some of our most popular titles, including Borderlands 2 and BioShock Infinite, which promised to engage consumers further with our brands. Our industry appears to be entering an exciting growth period, driven by the upcoming launches of next generation consoles as well as diverse portfolio of the highest quality franchises in the business, cutting edge technology and strong balance sheet take to has all of the assets required to capitalize on these opportunities. We have an extensive pipeline of next generation titles in development, including both new intellectual property and releases from our proven franchises and expect to deliver profits on a non GAAP basis every year for the foreseeable future. We'd like to thank our dedicated colleagues around the world for their stellar work throughout the year and setting the stage for what we believe will be one of the most exciting chapters in our history.

To our shareholders, we want to express our gratitude your continued support. I'll now turn the podium over to Seth Krause.

Speaker 3

Thank you, Strauss. Good afternoon. I will act as the chair of this portion of the meeting. Ms. Secretary of the meeting.

This meeting will be conducted in accordance with the agenda that was distributed at the start of the meeting and as detailed take 2's proxy filing, the proposals to be considered and voted upon at this annual meeting are as follows. 1st, the election of 8 directors to hold office until the next annual stockholder meeting and until their respective successors have been duly elected and qualified. 2nd, the approval of and Amendment 2, the Take 2 Interactive, Inc. 2009 Stock incentive plan to increase the available shares reserved there under. 3rd, the casting of an advisory vote to approve the compensation of the named executive officers.

4th, the ratification of the appointment of Ernst And Young LLP our independent registered public accounting firm for the fiscal year ending March 31 2014. And such other businesses may properly come before the annual shareholder meeting or any adjournments thereof. I will note that only stockholders of record at the close of business on July 24 2013 are entitled to vote on these proposals at this annual meeting or any adjourned into 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 this meeting. I would like to take a moment to review several of those key rules.

Anyone wishing to address the meeting must be a stockholder of record 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 meeting. Following the presentation of the proposals on the agenda and while the polls are deemed open for voting, we We will Anyone who would like to ask a question will do so using the microphone at the front of the room in order to have the questions heard on our web cast today. 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. No one shall be permitted to allot all or part of their time to another speaker.

After we have concluded the business of the meeting, the meeting will be adjourned then we will open the floor to 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. Miss Zabriski, will you please present proof of notice of the meeting? Let the record reflect that I have been presented with a copy of the notice of annual meeting of the stockholders dated July 29, 2013, and the proxy dated July 29, 2013.

Together with an affidavit of an authorized representative of Broadridge, the company responsible for Mailingford Materials, affirming as to the mailing on August 6 2013 of notice of annual meeting and proxy material to stockholders of record at the close of business on July 24 2000 13. I order the affidavit of mailing to be followed with the minutes of this meeting. Ms. Zabriski, will you please present a list of stockholders as of the close of business July 24, 2013, the record date fixed by the board of directors for purpose of determining the stockholders entitled to vote at this meeting. That the record reflect that I've been presented with a list of stockholders of the of record as of the close of business on July 24, 2013, furnished by an authorized representative of the company's transfer agent.

There are 92,800 79,333 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 meeting. I hereby appoints a Tom Tai of Broadridge to act as Inspector Election to determine first, the number of shares outstanding and entitled to vote second, the number of shares represented at the meeting third, the existence of a quorum, 4th, the validity and effective proxies, and 5th, to receive and tabulate the votes on the matters to be acted upon at the meeting. Mr. Ty has executed an affidavit to faithfully execute his duties as the inspector.

The secretary will attach the to the minutes of this meeting. It is anticipated that the results will be reported to me as soon as is practicable. Is there any stockholder present who has not filled out the attendance sheets 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 unless they wish to vote in person. If you previously executed a proxy and now wish to vote in person, the proxy will be returned upon your request.

Mr. Tai, please state the number of shares of common stock present in person or by proxy?

Speaker 2

They are present by proxy and in person more than 50 percent of the outstanding shares entitled to vote at this meeting.

Speaker 3

Legal notice in the meeting haven't 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 2014 and until their successors have been duly elected in qualified. Nominations are now in order.

Speaker 4

I nominate the following persons who were named in the company's proxy statement serve as directors of the company until the annual meeting of stockholders to be held in 2014 and until their successors have been duly elected and qualified. Stroud Zelnick, Robert A. Golden, Sunfeline's show, Michael Jordan, Brett, Python, Jay Moses, James L Nelson, and Michael Sherick.

Speaker 1

Alright. 2nd is a nomination.

Speaker 3

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. The next order of business on the agenda the adoption of and Amendment 2 Take 2 Interactive Software Inc. 2009 stock incentive plan to increase the available shares reserved there under. Proposals are now in order.

Speaker 4

I propose that the stockholders approve the adoption of an amendment to the company's 2009 stock incentive plan as set forth in Amex A to the proxy statement. I'd second the proposal.

Speaker 3

If there is a stockholder who 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. 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. Proposals are now order?

Speaker 4

I propose that the stockholders approve the compensation of the company's named executive officers on an 53 basis as set forth in the proxy statement. I'd second the proposal.

Speaker 3

If there's a stockholder who does not yet have a ballot, who to vote in person, please raise your hand so that the Inspector of elections can deliver a ballot to you. The next order of business in agenda is to vote upon the proposal to ratify the appointment of Ernst And Young LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2014. I would like to introduce Michael Portogolo. He is here today representing Ernst and Young, and he will be available to answer questions after the proposals are now in order.

Speaker 4

I propose that the stockholders approve the ratification of the appointment to Cindyong LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2014, as set forth in the proxy statement.

Speaker 1

Alright. 2nd, the proposal.

Speaker 3

If there is a stockholder who does not yet have a ballot who wishes to vote in please raise your hand so that the Inspector of elections can deliver a ballot to you. Do any stockholders have questions related to the business of the meeting? A reminder, please limit your questions directly to the proposals presented that are to be voted upon at this meeting. Any stockholder who 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 yet. As a reminder, all speakers will be limited to 3 minutes, and no one shall be permitted to allot all or part of their time to another speaker.

Please make sure that you have completed all necessary information on your ballots and cast your votes as you have intended to do so for the 4 agenda items. With the Inspector of elections, please collect the ballots. The ballots haven't been collected. I now declare the polls closed. As I've mentioned previously, the Inspector of Elections will tabulate the results of the voting, which will be reported to me as soon as practicable.

As I also noted earlier, once the business of the meeting included, we will officially conclude this meeting. There being no additional business to be conducted at the meeting. The business in the annual meeting is hereby concluded, and we now open the floor to a question and answer period. As a reminder, 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 At this point, I'll turn the floor back over to Strauss Zelnick, Chairman and CEO of Take 2.

Speaker 2

Thanks, Seth. We'd now like to open the floor to questions following the rules Mr. Krause outlined earlier in the meeting. Thank you all for joining us today

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