Take-Two Proxy Carries Two CEO Pay Ratios, 4.65 and 467.15

Take-Two Interactive holds its annual meeting of shareholders on Thursday 17 September 2026 at 9:00 a.m. eastern time, as a virtual audio-only meeting. The proxy statement for that meeting discloses two chief executive pay ratios, 4.65 to 1 and 467.15 to 1. Both are correct at once, and Take-Two says so itself. The two ratios, verbatim CONFIRMED from the DEF 14A, 3,583,206 bytes, HTTP 200, and re-confirmed line by line on a second pass. The company's own explanation of why it publishes two: With respect to the annual total compensation of Mr. Zelnick, we used both the amount reported in the Summary Compensation Table, as required by Item 402(u) of Regulation S-K, and, because such amount does not reflect the amount Mr. Zelnick receives from our payments to ZMC, the maximum amount Mr. Zelnick was eligible to receive from ZMC in connection with the fees paid by us to ZMC under the Management Agreement for fiscal 2026 . We believe this provides a better understanding than the ratio based solely on the amount of Mr. Zelnick's compensation reported in the "Total" column And the figures, verbatim: ItemAmount Zelnick annual total compensation, Summary Compensation Table$403,019 Total compensation paid to ZMC in fiscal 2026$66,818,000 Maximum portion of that Zelnick could have received$40,090,800 Total maximum amount he was eligible to receive$40,493,819 Annual total compensation of the median employee$86,683 Ratio on the Summary Compensation Table figure4.65 to 1 Ratio on the maximum eligible figure467.15 to 1 The mechanism, in one paragraph Strauss Zelnick is an employee of Take-Two on a salary of $1, and is compensated through the ZelnickMedia management agreement. Item 402(u) of Regulation S-K builds the mandated pay ratio out of the Summary Compensation Table total only, which captures the $1 salary plus $403,018 of other compensation and none of the ZMC fee. So the mandated ratio excludes almost all of the money, and Take-Two discloses the second ratio separately to say so. Both arithmetic checks pass: 403,019 divided by 86,683 gives 4.65, and 40,493,819 divided by 86,683 gives 467.15. President Karl Slatoff's fiscal 2026 Summary Compensation Table total is also $1. The trap, stated plainly: $403,019 and 467.15 to 1 do not belong in the same sentence. The 467.15 figure is computed off $40,493,819. Any copy pairing the small number with the big ratio has merged two different disclosures. And $40,493,819 is a maximum eligible figure rather than confirmed receipt, which the proxy itself states. Maximum bonuses, in a year with a $298.2 million net loss CONFIRMED, verbatim: Target Adjusted EBITDA for fiscal 2026 was $919.5 million and the Company achieved actual Adjusted EBITDA of $1,401.6 million ... As a result of our Adjusted EBITDA performance exceeding 150% of target, ZMC and our other NEOs received maximum bonus payouts under the fiscal 2026 annual incentive plan . This marked the first time since fiscal 2021 that maximum payments were achieved , and reflects our outstanding operational and business performance in fiscal 2026. Achievement was approximately 152.4 per cent of the budgeted Adjusted EBITDA figure, and the payout grid caps at 200% of target above 150% of budget. The Pay Versus Performance table in the same document carries the GAAP figure. Its fiscal 2026 row, in the column headed "Net Income ($ Millions)", reads ( 298.2 ). That is minus $298.2 million. The prior rows are (4,478.9), (3,744.2), (1,124.7) and 418.0, which is four consecutive annual GAAP losses. Both things are true and both are in the same filing. Adjusted EBITDA is a non-GAAP measure that excludes bonus, depreciation and amortisation, impairment of intangibles and acquisition costs, and Annex A of the proxy reconciles GAAP net income to it, so the company is not hiding the gap. The advisory vote on all of it is Proposal 2 on Thursday's ballot. Proposal 3 needs a bar nothing else on the ballot needs CONFIRMED, and this is the sharpest thing in the document. Proposal 3 is the Delaware officer-exculpation charter amendment, full title "Vote to Approve a Certificate of Amendment to the Restated Certificate of Incorporation of the Company to Limit the Liability of Certain Officers as Permitted by Delaware Law", at page 78, with the amendment text at Annex B. The proxy's own voting standard, verbatim: A "FOR" vote by the holders of a majority of the shares present in person or represented by proxy and entitled to vote is required: to approve, on a non-binding advisory basis, the compensation of the Company's "named executive officers" ...; to ratify the appointment of Ernst & Young; and to approve any shareholder proposal. A "FOR" vote by holders of a majority of the outstanding shares of our common stock entitled to vote at the annual meeting is required to approve the certificate of amendment to the Take-Two Restated Certificate of Incorporation. Everything else on the ballot needs a majority of the shares present. Proposal 3 needs a majority of the shares outstanding. On that item an abstention counts against, a broker non-vote counts against, and low turnout on its own can sink it. The background, verbatim: "Effective August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law ... was amended ("Amended 102(b)(7)") to enable a corporation to include in its certificate of incorporation a provision exculpating certain corporate officers from liability for breach of the fiduciary duty of care in certain circumstances. Previously, Section 102(b)(7) of the DGCL provided for exculpation for directors only." Covered Officers are defined to include the president, chief executive, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer, plus anyone identified in the company's SEC filings as one of the most highly compensated executive officers. Board process, verbatim: the Corporate Governance Committee recommended the amendment on 15 July 2026, and the Board approved it on 16 July 2026, subject to shareholder approval. A scoping correction on the voting deadline The 16 September deadline is real and it is narrower than it looks. One researcher filed it as the voting deadline. A second checked the wording and found it scoped. The only 11:59 p.m. deadline anywhere in the proxy reads, verbatim: If your shares are held in an account at a brokerage firm or bank participating in the Broadridge program, you are offered the opportunity to elect to vote via the Internet. Votes submitted via the Internet through the Broadridge program must be received by 11:59 p.m. (Eastern Time) on September 16, 2026 . That sentence covers beneficial holders voting through the Broadridge internet programme. No separate 11:59 p.m. deadline is stated for registered holders voting by telephone or internet, and shares can still be voted during the meeting itself. So it is right for most retail holders and it is not an absolute close of the poll. This desk is printing the qualifier rather than the headline. What could not be obtained, and what has not been filed ISS and Glass Lewis recommendations on this ballot: UNAVAILABLE RATHER THAN ABSENT. Repeated searches returned only their 2026 benchmark policy updates and never a Take-Two report. Company-level recommendations sit behind subscription, so this desk cannot say what either adviser recommended, and nobody should read our silence as evidence they recommended nothing. Take-Two has filed nothing with the SEC since 4 September. The submissions feed returned 200 at 157,980 bytes, and a re-fetch at 03:28Z was byte-identical. The newest filings remain two Form 4s dated 2026-09-04, accepted at 16:06:47Z and 16:04:52Z. Nothing dated 5 September or later. The proxy chain for this meeting is a PRE 14A on 17 July, the DEF 14A and annual report on 27 July, and a single DEFA14A on 3 August. No 8-K, no further DEFA14A, no additional soliciting material, no adjournment notice. Record date for voting is 23 July 2026. The proxy is signed by Matthew K. Breitman, Chief Governance Officer and Corporate Secretary, dated 27 July 2026. What is and is not established CONFIRMED, verbatim, twice: the proxy discloses pay ratios of 4.65 to 1 and 467.15 to 1, and both are correct because they measure different totals. CONFIRMED: Summary Compensation Table total $403,019, ZMC total $66,818,000, maximum portion $40,090,800, total eligible $40,493,819, median employee $86,683, chief executive salary $1 and president's total $1. CONFIRMED: maximum bonuses paid on Adjusted EBITDA of $1,401.6 million against a $919.5 million target, approximately 152.4 per cent, capped at 200 per cent of target, described in the filing as the first time since fiscal 2021 that maximum payments were achieved. CONFIRMED: the Pay Versus Performance table reports fiscal 2026 GAAP net income of minus $298.2 million, the fourth consecutive annual loss. CONFIRMED: Proposal 3 requires a majority of outstanding shares while Proposals 2 and 4 require a majority of shares present, so abstentions and broker non-votes count against Proposal 3. SCOPED, not withdrawn: the 11:59 p.m. eastern deadline on 16 September applies to beneficial holders voting through the Broadridge internet programme, not to the whole poll. UNAVAILABLE: ISS and Glass Lewis recommendations, which sit behind subscription. What to watch: vote results arrive by Form 8-K under Item 5.07, normally within four business days of the meeting. Every Take-Two filing this desk has read is logged on the wiki, with the rest of today's reporting on the news desk. The servers list and the leaderboards are open for the next 65 days.