Take-Two Interactive Software, Inc. (TTWO)
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AGM 2026

Sep 17, 2026

Summary

The meeting covered director elections, executive compensation, and auditor ratification, with no questions on proposals. Management addressed GTA VI's launch, global marketing, and shareholder concerns about performance, emphasizing growth and strategic focus.

Nicole Shevins
SVP of Investor Relations and Corporate Communications, Take-Two Interactive Software

Good morning, and thank you for joining us today for our annual meeting. My name is Nicole Shevins and I am Senior Vice President of Investor Relations and Corporate Communications for 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 our 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, 2026, 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, 2026, and the company's other periodic filings with the SEC, which can be accessed at take2games.com. I would now like to introduce our Chairman and CEO, Strauss Zelnick.

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 would 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, Chief Governance Officer and Corporate Secretary. I would 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 will now 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, which will be conducted in accordance with the agenda that is posted on the meeting website. The four 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 23rd, 2026, 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 proposals 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 23rd, 2026 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 27th, 2026 and the proxy materials dated July 27th, 2026, together with an affidavit of the authorized representative of Broadridge, the company responsible for mailing said materials, affirming as to the mailing on August 3rd, 2026 of the notice of annual meeting and proxy materials to stockholders of record at the close of business on July 23rd, 2026. I order the affidavit of mailing to 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 23rd, 2026 furnished by an authorized representative of the company's transfer agent. There are 186,980,443 shares of common stock entitled to vote at this meeting. I hereby appoint Marlene Aguilar of 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 matters to be acted upon at the meeting.

Ms. Aguilar has executed an affidavit to faithfully execute her 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. Ms. Aguilar 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 10 Directors to serve until the Annual Meeting of Stockholders of the company to be held in 2027 and until their successors have been duly elected and qualified.

The Board of Directors, acting upon 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 2027 and until their successors have been duly elected and qualified. Strauss Zelnick, Michael Dornemann, Bing Gordon, Roland Hernandez, J. 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 terms.

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 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 a certificate of amendment to the Take-Two restated certificate of incorporation to limit the liability of certain officers as permitted by Delaware law. I hereby present to this meeting the proposal set forth in the proxy statement that stockholders approve the adoption of a certificate of amendment to the restated certificate of incorporation of Take-Two Interactive Software, Inc.

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 for the fiscal year ending March 31st, 2027. I would like to introduce Chris England and Geoff Griffin, who are present at the meeting and representing Ernst & Young. I hereby present the proposal set forth in the proxy statement that the stockholders approve the ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending March 31st, 2027.

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 of record 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 be identified. There being no questions on the proposals and voting having been concluded, I now declare the polls closed. There being no additional business to be conducted at the meeting, the business of the annual meeting is hereby concluded and the meeting is adjourned.

We will now address stockholder questions that are submitted on the meeting website. Any stockholder submitting a question should please indicate your name and whether you are a personal stockholder or an authorized representative of the stockholder, in which case the stockholder must also be identified. I will now turn the floor back over to Strauss Zelnick, Chairman and CEO of Take-Two.

Strauss Zelnick
Chairman and CEO, Take-Two Interactive Software

Thank you, Dan. We'd now like to respond to questions in accordance with the rules that Mr. Emerson outlined earlier in the meeting. We have not received any questions relating to the proposals in the meeting. However, we have received some other questions which I will endeavor to respond to simply in an effort to respond to shareholder questions since we are here meeting together today. The first question was if we can give some details on GTA Online. Just as a reminder, we have announced that we will be launching GTA VI on November 19th.

It's a single-player title and it's being launched on Xbox and PS5. If the question is with regard to GTA V Online, that continues to be a robust business for us, and we will continue to support GTA V Online. Second question is the shortage of PS5 Pros causing changes in delivery of PC gaming? I assume this is a question regarding the cadence of PC launches. The strategy of the company is over time, generally speaking, to launch for any platforms for which there's a meaningful audience.

But that isn't always the case, and certainly if platforms were no longer viable, we would change that strategy, and I would note that the PC platform is becoming more and more important to our company over time. The third question is that as GTA VI will be a global release, how does Take-Two plan to adapt its marketing strategy to international markets? The answer is we will be launching the title in 13 languages, localized, which is typical for our launches. Sometimes we launch for more languages than that. That's initially.

Generally speaking, over time, we will launch in other languages. Since the question was asked specifically about Latin America, we will be launching in Spanish and Portuguese and also all major European languages. All of our big titles tend to be global events. We certainly want them to be global events, and we do tailor our marketing activities locally. We have many local offices and marketing partnerships. I think obviously the launch of GTA VI is widely anticipated and the marketing footprint will be very significant.

The next question I actually will read. Many shareholders have tolerated years of delays, missed expectations, and continued dependence on a small number of major franchises. If these issues persist, does the Board believe that the current management team remains the right group to lead the company, or is it prepared to replace senior executives if operational performance and shareholder value creation do not improve? The short answer is our Board is exceedingly diligent and rigorous and demands high performance from all of our executives.

In the event that the management team did not perform, of course, the Board would replace that team. I would, however, quibble with your characterization in the question. When this management team took over the company in March of 2007, the stock price was $17, the revenue of the company was under $1 billion. The company was under investigation by at least four government entities, had not filed annual reports in 13 months, and had not scheduled an annual meeting, despite obligations to do so.

It had one major franchise in GTA. The rest of the business was losing money, and the company was very nearly bankrupt. Since then, this management team has reduced the cost profile at that time, diversified the company meaningfully, entered the mobile business, launched more than 11 franchises that have each sold over 5 million units with an individual release, and today is the largest by market cap, pure play interactive entertainment company that's public on Earth.

If a management team is judged on stock price, and I do believe that that's an important measure, our stock has appreciated since March of 2007 to today about 1,200% versus the S&P at 440% and the Nasdaq at 980%. Of course, the company's revenue is guided to be between $8 billion and $8.2 billion this year with very significant free cash flow anticipated. The next question is regarding recurrent consumer spending and whether there are plans to make sure that we have recurrent consumer spending in GTA VI. Just to reiterate, we're launching GTA VI as a single player experience on two major platforms.

Therefore, there's no recurrent consumer spending anticipated with regard to this launch. I would point out, though, that GTA V launched in 2013, and unlike most titles, remained a top five selling title for 13 years. So GTA is a different kind of experience in that the single player experience can be very successful to say the least. G TA V, of course, has sold in over 230 million units since it was launched. Let's see. We do have some other GTA VI related questions, of course, which we greatly appreciate. Obviously, there's enormous anticipation around that release.

More specific marketing information will, of course, come from Rockstar Games. We always leave it to our labels to talk about marketing of its titles. Suffice it to say that we know our shareholders are just as excited as we are. We never claim success before it occurs, but we're cautiously optimistic. With that, I'd like to thank you so much for joining us today.

Operator

The meeting has now concluded. Thank you for joining and have a pleasant day.