Take-Two Holders Cast 23.6m Votes Against Shielding Its Officers

Take-Two Interactive's shareholders approved a change to the company's certificate of incorporation that limits the personal liability of its officers. They approved it with 23,574,236 votes against. On the same ballot, on the same day, the advisory vote on executive pay drew 6,717,451 against. Both proposals were put to the same meeting and decided out of the same pool of cast votes. One of them drew 3.51 times the opposition of the other, and that multiple is this desk's own arithmetic. It happened weeks before the launch of the company's largest product. Grand Theft Auto VI ships on 19 November 2026, which is 57 days from today by this desk's own arithmetic. This desk previewed this vote before it was held, in our look at the officer exculpation proposal on Take-Two's proxy. The results are now in. What was read CONFIRMED. This desk's editor pulled the filing directly from SEC EDGAR rather than from any aggregator, with fetches beginning at 2026-09-23T03:20:59Z. It is a Form 8-K, accession 0001628280-26-063032, filed by Take-Two Interactive Software (CIK 0000946581) on 22 September 2026. The main document, ttwo-20260917.htm, answered HTTP 200 at 64,664 bytes. The filing also carries Exhibit 3.1, exhibit31-certificateofame.htm, at 7,729 bytes, which is the Certificate of Amendment itself. The filing index is public and anybody can check every figure below against it. The annual meeting was held on 17 September 2026. Shares outstanding on the record date: 186,980,443. Shares represented at the meeting: 159,237,889. That is a turnout of 85.16 per cent, which is this desk's own arithmetic off the two share counts. The two votes, side by side CONFIRMED. Both tallies are transcribed from the filing's own text. ProposalForAgainstAbstainBroker non-votes 2. Advisory vote on named executive officer compensation137,394,6116,717,451196,60314,929,224 3. Approval of the Certificate of Amendment120,430,76523,574,236303,66414,929,224 The filing words the third item as "Votes regarding the approval of the adoption of the Certificate of Amendment to the Restated Certificate of Incorporation", and states the outcome in one sentence: Based on the votes set forth above, the Certificate of Amendment was duly approved and adopted by our stockholders. The arithmetic, and a checksum that holds Everything in this section is this desk's own arithmetic, recomputed from the printed tallies rather than taken from any summary. Votes cast excluding broker non-votes come to 144,308,665 on proposal 2, and to exactly the same 144,308,665 on proposal 3. The comparison below is therefore like for like, out of an identical denominator. Checksum: 144,308,665 plus 14,929,224 equals 159,237,889, which matches the shares represented at the meeting exactly. The filing is internally consistent and nothing in it needs reconciling. Opposition to the Certificate of Amendment: 23,574,236 of 144,308,665, or 16.34 per cent. Opposition to executive pay: 6,717,451 of 144,308,665, or 4.65 per cent. The ratio between them is 3.51. The say-on-pay figure is the useful control. Executive compensation is the item institutional holders routinely use to register displeasure, and 4.65 per cent against is what ordinary, unremarkable dissent looks like at this company on this ballot. Against that baseline, 16.34 per cent is a large number, and it was aimed at a governance change rather than at a pay packet. What the amendment actually does CONFIRMED. The change is officer exculpation under Delaware law. It limits the personal liability of the company's officers for breaches of the duty of care. Delaware amended its statute in 2022 to permit companies to extend to officers a protection that directors had already held for decades, and a large number of Delaware-incorporated companies have since put the same item to their own shareholders. CAVEAT, and it is the one most coverage of these votes gets wrong. This is not blanket immunity and nobody should read it as such. Delaware exculpation does not cover breaches of the duty of loyalty. It does not cover acts taken in bad faith. And it does not cover derivative suits brought by the company itself against its own officers. What it limits is a specific category of claim, duty of care, brought by shareholders directly. Those carve-outs are in the statute, not in this desk's reading of it. One detail that is attributed, not asserted REPORTED, and not verified by this desk. A researcher on this story reports that Exhibit 3.1 was filed with the Delaware Secretary of State on 18 September 2026, four days before the 22 September disclosure to the SEC. This desk's editor did not confirm that date against any Delaware record, and it is printed here as the researcher's report rather than as established fact. If the date matters to a reader, it needs checking at the source. Why a governance vote belongs on a GTA site Because of when it happened. Take-Two's shareholders met on 17 September 2026 to decide how exposed the company's officers are to personal liability claims, with Grand Theft Auto VI due on 19 November 2026 and 57 days out from today by this desk's own arithmetic. Launches of this size produce the conditions under which shareholder litigation gets filed: forecasts, guidance, dates and public statements, all made under pressure and all later measurable against outcomes. This desk has covered the forecasting side of that in what Take-Two has told the SEC about its own expectations. None of which says the timing was deliberate. Annual meetings fall when annual meetings fall, and Take-Two's has landed in September for years. The point is narrower: 16.34 per cent of cast votes declined to extend this protection, at this moment, and the same holders were substantially content with everything else on the ballot. The limits on this article, stated plainly. This desk did not attend the meeting and worked only from the filed 8-K. Nobody here knows which holders voted which way, because the filing reports totals and not identities. No advisory firm recommendation is cited, because none was read. And the amendment passed, comfortably, on the numbers printed above. What the dissent measures is the size of the objection, and not its success.