Afternoon. 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 by a 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.
These important factors are described in our filings with the SEC, including our 10-K for the fiscal year ended March 31st, 2012. These documents may be obtained from our website. Now I'd like to introduce Strauss Zelnick, Chairman and CEO of Take-Two.
Thanks, Hank. Good afternoon and welcome. The annual meeting of stockholders of Take-Two Interactive Software will please come to order. Today's agenda includes a discussion of our business strategy, recent results and outlook, 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 and directors. If you could just raise your hand when I introduce you. Seth Krauss, Executive Vice President and General Counsel, Lainie Goldstein, Chief Financial Officer, Karl Slatoff, Chief Operating Officer, Dan Emerson, Deputy General Counsel and Secretary of the company. I'd also like to introduce our board members that are present today, Robert Bowman, Sung Hwan Cho, Brett Icahn, Jay Moses, James Nelson, and Michael Sheresky.
Take-Two's strategy is to develop the highest quality, most compelling interactive entertainment franchises in the business and to deliver them on any platform that's relevant to our audience. We're actively investing both in growing our core console and PC business and in expanding our digitally delivered offerings for online and mobile platforms. During fiscal year 2012, we made significant progress on our creative, operational, and strategic objectives, but we didn't achieve our revenue and profit goals. This was primarily due to our decision to postpone the release of several titles in order to allow for additional development time. Although our commitment to quality may occasionally affect near-term results, we believe it's the right approach for maximizing revenue and profits over the long term. Some of our key achievements during fiscal 2012 included the following. Rockstar Games released L.A. Noire, which transcends the boundary between interactive entertainment and cinema.
This groundbreaking title received excellent reviews and according to NPD data for the U.S., was the highest-selling new intellectual property in our industry during 2011. 2K Sports delivered the top-ranked and top-selling basketball video game for the 11th year in a row with the release of NBA 2K12. For the second consecutive year, the title sold in over 5 million units and enabled our sports business to achieve profitability. We increased our financial flexibility by raising $250 million through a convertible notes offering and renewing our credit facility, both on highly attractive terms. We expanded our digitally delivered offerings for online and mobile platforms, as well as for the console and PC. As a result, we grew our revenue from digitally delivered content to a record $107 million, representing 13% of our total net revenue in fiscal 2012.
By making our products available wherever and however consumers want them, we're growing our audiences, delighting consumers, expanding our business, and creating value over time. While the current fiscal year 2013 began with a disappointing first quarter, our recent business trends have been strong. This summer, we entered the open beta phase for our first free-to-play online game, NBA 2K Online, on the Tencent Games portal in China, and early user metrics have been encouraging. We also released our first mobile social game for Japan, NBA 2K All-Stars on GREE's social networking platform. This game was among the top five selling mobile games in Japan immediately after launch.
Our projects in Korea to develop an online baseball game with Nexon and an MMOG based on a leading 2K Games franchise with XLGAMES are also proceeding as planned. We expect to have more to say about these initiatives in the coming months. Earlier this week, we successfully launched one of the most eagerly anticipated games of the year, Borderlands 2. The initial response from both consumers and the press has been fantastic, with review scores of nine out of 10 from IGN, 9.75 out of 10 from Game Informer, and a perfect 10 out of 10 from PlayStation: The Official Magazine. We're extremely proud of Borderlands 2. It's poised to become one of the highest-rated titles in the history of 2K, as well as a great commercial success.
Building upon that momentum, we have a terrific pipeline of new releases in development for the balance of the year and beyond. Titles announced to date include on October second, 2K Sports will release NBA 2K13, the next installment in our number one rated and number one selling basketball franchise that's poised once again to raise the bar for sports video games. This year's version will be supported by NBA 2K Everywhere, which gives fans the opportunity to experience NBA 2K via an all-new mobile companion app, a social game on Facebook, and a full-featured mobile version of NBA 2K13 for iOS and Android devices. NBA 2K Everywhere will extend the NBA 2K experience by offering players greater flexibility, more variety, and new ways to play at home or on the go with these all new social and mobile features.
On October 9th, 2K Games will release "XCOM: Enemy Unknown," developed by Firaxis Games, the studio behind our "Civilization" franchise. The title combines strategy with intense combat against a terrifying alien invasion. The title generated tremendous buzz at E3, winning more than 20 awards. In November, 2K Play will release several Nickelodeon titles for consoles and handhelds that highlight the imaginative and educational world of hit television preschool series, including "Bubble Guppies," "Dora & Team Umizoomi's Fantastic Flight," and "Nickelodeon Dance 2," the sequel to one of Parents Magazine's 15 best games of 2011. "BioShock Infinite" is progressing in its development at Irrational Games and is planned to launch on February 26, 2013. This first-person shooter was voted the most anticipated game by IGN users in a May 2012 poll and continues to generate strong consumer interest. "Grand Theft Auto V" is in full development and making substantial progress.
Rockstar has been releasing new screenshots from the game that illustrate its vast, detailed open-world setting. Today, Take-Two possesses all of the key assets necessary to execute our strategy successfully. Our creative teams are among the best in the industry. We've built one of the strongest intellectual property portfolios in the business. We have cutting-edge development tools and technology, and our solid balance sheet and liquidity provide a sound financial footing. As a result, Take-Two is well-positioned to deliver growth, profits, and returns for shareholders over the long term. I'd like to thank our colleagues for their hard work and dedication and our shareholders for their valued support. I will now turn the meeting over to Seth Krauss.
Thank you, Strauss. Good afternoon. I will act as the chair for this portion of the meeting. Mr. Emerson will act as secretary of the meeting. This meeting will be conducted in accordance with the agenda that was distributed at the start of the meeting. As detailed in Take-Two's proxy filing, the proposals to be considered and voted upon at this meeting are as follows. Number one, the election of eight directors to hold office until the next annual stockholder meeting and until their respective successors have been duly elected and qualified. Number two, the approval of an Amendment to the Take-Two Interactive Software, Inc. 2009 stock incentive plan to increase the available shares reserved thereunder. Number three, the approval of an Amendment to the restated certificate of incorporation of the company to increase the number of authorized shares of common stock from $150 million to $200 million.
Number four, the casting of an advisory vote to approve the compensation of the named executive officers. Number five, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2013. Sixth, such other business as may properly come before the annual shareholder meeting or any adjournment thereof. I will note that only stockholders of record as of the close of business on July 25, 2012, are entitled to vote on these proposals at this annual meeting or any adjournment thereof. This meeting will be conducted in accordance with procedural rules that have been established and distributed today. These rules are established in order to ensure that stockholders have an opportunity to properly consider and vote upon the business to come before this meeting.
I'd like to take a moment to review several of the key rules. First, 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 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. During the question and answer period, each speaker will be limited to three minutes. Anyone who would like to ask a question will do so using the microphone at the front of the room. This is done in order to have the questions heard on our webcast today.
No one shall be permitted to allot any or all or part of their time to another speaker. After we have concluded the business of the meeting, the meeting will be adjourned. We will open the floor to general questions. By your presence here today, you acknowledge your understanding of and willingness to abide by the procedural rules that were provided to you today. Let's continue with the business of the meeting. Mr. Emerson, 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 27th, 2012, and the proxy dated July 27th, 2012, together with an affidavit of an authorized representative of Broadridge, the company responsible for mailing said materials, affirming as to the mailing on August 10th, 2012, of the notice of annual meeting and proxy materials to stockholders of record at the close of business on July 25th, 2012. I order the affidavit of mailing be filed with the minutes of this meeting. Mr. Emerson, will you please present a list of stockholders as of the close of business on July 25th, 2012? That is the record date set by the board of directors for the purpose of determining the stockholders entitled to vote at this meeting.
Let the record reflect that I've been presented with a list of stockholders of record as of the close of business on July 25th, 2012, furnished by an authorized representative of the company's transfer agent. There are 90,160,732 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 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. 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 the 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 have previously executed a proxy and wish now to vote in person, the proxy will be returned to you upon request. Mr. Tighe, please state the number of shares of common stock present in person or by proxy.
There are present by proxy and in person more than 50% 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 eight directors to serve until the annual meeting of stockholders of the company to be held in 2013, and until their successors have been duly elected and qualified. Nominations are now in order.
I nominate 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 2013, and their successors have been duly elected and qualified. Strauss Zelnick, Robert Bowman, Sung Hwan Cho, Michael Dornemann, Brett Icahn, Jay Moses, James Nelson, and Michael Sheresky.
I second the nomination.
If there is a stockholder who does not yet have a ballot who wishes to vote in person, please raise your hand so the Inspector of Elections can deliver a ballot to you. The next order of business on the agenda is to vote upon the approval of the adoption of an amendment to the Take-Two Interactive Software, Inc. 2009 stock incentive plan to increase the available shares reserved thereunder. Proposals are now in order.
I propose that the stockholders approve the adoption of an amendment to the company's 2009 stock incentive plan as set forth in Exhibit A to the proxy statement.
I second the proposal.
If there is a stockholder who does not yet have a ballot who wishes to vote in person, please raise your hand so the Inspector of Elections can deliver a ballot to you. The next order of business on the agenda is to vote upon the approval of an amendment to the restated certificate of incorporation of the company to increase the number of authorized shares of common stock from $150 million to $200 million. Proposals are now in order.
I propose that the stockholders approve an amendment to the restated certificate of incorporation of the company to increase the number of authorized shares of common stock from $150 million to $200 million as set forth in Exhibit B to the proxy statement.
I second the proposal.
If there's a stockholder who does not yet have a ballot who wishes to vote in person, please raise your hand so 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 in order.
I propose that the stockholders approve the compensation of the company's named executive officers on an advisory basis as set forth in the proxy statement.
I second the proposal.
If there's a stockholder who does not yet have a ballot who wishes to vote in person, please raise your hand so the Inspector of Elections can deliver a ballot to you. 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 31, 2013. I'd like to introduce Mike Portigello and Lisette Snedeker, who are here today representing Ernst & Young and will be available to answer questions after the meeting. Proposals are now in order.
I propose 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, 2013, as set forth in the proxy statement.
I second the proposal.
If there's a stockholder who does not yet have a ballot who wishes to vote in person, please raise your hand so the Inspector of Elections can deliver a ballot to you. Do any stockholders have questions related to the business of this meeting? As a reminder, please limit your questions directly to the proposals presented that are to be voted upon at this meeting. As a reminder, all speakers will be limited to three minutes, and no one shall be permitted to allot all or part of their time to another speaker. Please make sure that you've completed all necessary information on your ballot and cast your vote as you have intended to for the five agenda items. Will the Inspector of Elections please collect the ballots? The ballots having been collected, 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 it's practicable. As I noted earlier, once the business of the meeting has concluded, we'll officially conclude the meeting. There being no additional business to be conducted at this meeting, the business of the annual meeting is hereby concluded, and we will now open the floor to question and answer period. At this point, I'll turn the floor back over to Strauss Zelnick, Chairman and CEO of Take-Two.
Thank you, Seth. We'd now like to open the floor to questions following the rules Mr. Krauss outlined earlier in the meeting. Thank you all for joining us.