Take-Two Amended Its Charter in Delaware on 18 September

Take-Two Interactive filed an amendment to its certificate of incorporation with the Delaware Secretary of State on 18 September 2026, one day after its shareholders approved it at the annual meeting. The amendment limits the personal liability of certain officers, as Delaware law permits. It became effective immediately on filing. This has nothing to do with Grand Theft Auto VI, and this desk is saying so at the top rather than at the bottom. It is routine corporate housekeeping that a great many Delaware companies have adopted since the state changed its law, and it sits in an 8-K alongside ordinary annual meeting business. What follows is the filing, quoted, and a plain explanation of what officer exculpation actually is. The filing index CONFIRMED. This desk's editor fetched https://data.sec.gov/submissions/CIK0000946581.json and received HTTP 200 at 158,303 bytes at 2026-09-25T03:19:42Z. The company name in that file is TAKE TWO INTERACTIVE SOFTWARE INC. The most recent 8-K in the index: FieldValue filingDate2026-09-22 accessionNumber0001628280-26-063032 items5.03,5.07,9.01 primaryDocumentttwo-20260917.htm Item 5.03 is the one this article is about. It is the item code for an amendment to articles of incorporation or bylaws, or a change in fiscal year. Item 5.07 is the submission of matters to a vote of security holders. Item 9.01 is financial statements and exhibits. Item 5.03, quoted in full CONFIRMED. The filing itself is at https://www.sec.gov/Archives/edgar/data/946581/000162828026063032/ttwo-20260917.htm, which answered HTTP 200 at 64,668 bytes at 2026-09-25T03:19:54Z. Item 5.03, quoted verbatim: On September 17, 2026, the stockholders of Take-Two Interactive Software, Inc. (the "Company") approved and adopted a certificate of amendment to the Company's Restated Certificate of Incorporation (the "Certificate of Amendment") at the Company's annual meeting of stockholders (the "Annual Meeting"). On September 18, 2026, the Company amended its Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law by filing the Certificate of Amendment with the Secretary of State of the State of Delaware, which became effective immediately upon its filing. Three dates sit inside that paragraph. The stockholders approved on 17 September. The company filed in Delaware on 18 September. The 8-K reached the SEC on 22 September. This desk's own arithmetic: the Delaware filing came 1 day after the meeting, and the 8-K came 5 days after the meeting and 4 days after the Delaware filing. The meeting quorum, quoted CONFIRMED. From Item 5.07 of the same document, verbatim: As of the record date for the Annual Meeting, the Company had 186,980,443 shares of its common stock, par value $0.01 per share (the "Common Stock"), issued and outstanding. At the Annual Meeting, 159,237,889 shares of Common Stock were represented in person or by proxy. This desk's own arithmetic: the shares represented are 85.16 per cent of the shares outstanding. That is a high level of participation for an annual meeting and it is the kind of figure that ordinarily indicates institutional holders voting their positions through proxy services rather than anything unusual. The filing also points readers to the underlying description, verbatim: "The material terms of the Charter Amendment are described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on July 27, 2026." What officer exculpation actually is The filing's own words are the safest description: the amendment limits "the liability of certain officers as permitted by Delaware law". In plain terms, officer exculpation limits the personal monetary liability of certain officers for some breaches of fiduciary duty, to the extent Delaware law allows it. A company that wants that limit written into its charter has to amend the charter, and a charter amendment requires a shareholder vote, which is why this appears as an annual meeting item followed by a Delaware filing. This desk is describing it neutrally and is not characterising its scope any further than the filing does. The permission is a creature of the Delaware statute and the exact boundaries are set by that statute and by the operative text of the amendment, not by a summary. Readers who need those boundaries should read Exhibit 3.1 and the proxy statement rather than this article. It is also routine corporate housekeeping that many Delaware companies have adopted. Nothing about Take-Two doing so is unusual in itself. One small drafting inconsistency The filing defines the term "Certificate of Amendment" in its first sentence, then refers once to "the Charter Amendment", a term it never defines. That is this desk's own reading of the document. It is a drafting inconsistency and nothing more. It has no legal effect, it does not create ambiguity about what was filed, and this desk is not suggesting otherwise. It is noted because this desk reads these documents closely and records what it sees, and because a reader searching the filing for a defined term will not find one. What is new here and what this site already covered This site has already covered the annual meeting vote counts, including the votes cast against the exculpation proposal, in the vote results piece, and the Item 5.07 filing timing in the filing deadline piece. Neither of those is repeated here. What is new in this article is Item 5.03 and the Delaware execution on 18 September, which is the step that turns a shareholder vote into an effective charter change. That step is the reason the amendment is now in force rather than merely approved. Why this is not a GTA 6 story Readers arriving from a search about Take-Two and Grand Theft Auto VI should have this stated directly. This desk is not linking this amendment to Grand Theft Auto VI. It is not connected to the release date, it does not appear alongside any release disclosure, it is not a response to any litigation this desk can identify, and it sits in the same 8-K as routine annual meeting results. Anyone constructing a theory that connects a charter amendment to a game's launch schedule is constructing it out of nothing. Limits, and what this desk could not check This desk read the 8-K and the SEC submissions index. It did not independently verify the filing with the Delaware Secretary of State. So the Delaware execution on 18 September and its immediate effectiveness are as stated by Take-Two in its own filing, which is a company statement in a document carrying legal consequences for inaccuracy, and not something this desk observed in Delaware's own records. Exhibit 3.1 to the filing carries the full text of the amendment. This desk is quoting the 8-K body rather than the exhibit, so the precise operative wording of the charter change is not reproduced above and the general description of officer exculpation in this article is a description of the statutory permission rather than a reading of Take-Two's specific text. The definitive proxy statement of 27 July 2026 describes the material terms and was not re-read for this article. Anyone who needs the exact scope of the amendment should read that document and Exhibit 3.1 rather than relying on the summary here. No legal advice is offered or implied anywhere in this article. With 55 days to 19 November 2026, which is this desk's own arithmetic, this remains a corporate governance item and nothing else.