Take-Two Shareholders Vote Seven Days After Tribunal Opens

Take-Two's shareholders meet on 17 September to vote on limiting the personal liability of the company's officers. Seven days earlier, on 10 September, a Glasgow employment tribunal begins hearing claims brought by 31 Rockstar workers dismissed in October 2025. Take-Two's most recent quarterly filing and its 2026 proxy mention that tribunal exactly zero times between them. Both documents are public and we read both in full. What shareholders are voting on CONFIRMED. Take-Two's definitive proxy statement, filed with the SEC on 27 July 2026, sets the annual meeting for 17 September 2026 at 9:00 AM Eastern, virtual only. Voting closes at 11:59 PM Eastern on 16 September. Proposal 3 reads, verbatim: "Approval of a certificate of amendment to the Restated Certificate of Incorporation of Take-Two Interactive Software, Inc. to limit the liability of certain officers as permitted by Delaware law." The proxy's background section explains the reasoning, verbatim: "Following due consideration of the amendments to the DGCL and the desire to remain competitive in the market for top corporate officers, on July 15, 2026, the Corporate Governance Committee recommended the Board of Directors adopt an amendment to the Take-Two Restated Certificate of Incorporation (the 'Officer Exculpation Amendment')." The board approved it the following day, 16 July 2026. Important context, and we want to be fair about this. Delaware amended its General Corporation Law in 2022 to let companies extend to senior officers the same liability protection directors have had for decades. Since then a great many Delaware-incorporated companies have put exactly this amendment on exactly this kind of ballot. Take-Two is not doing anything unusual, and nothing is hidden: it is Proposal 3, with its own explanatory section. What makes it worth writing about is the calendar. Both CEO pay ratios, and why there are two Take-Two discloses two pay ratios for chief executive Strauss Zelnick. Both are the company's own figures, measuring different things. The first uses Zelnick's Summary Compensation Table total of $403,019 against a median employee figure of $86,683. We recomputed it: 403,019 over 86,683 is 4.6493, rounding to the 4.65 to 1 the proxy prints. That number is small because Zelnick is not a conventional salaried CEO. He is a partner at ZelnickMedia Corporation, which Take-Two pays a management fee. The proxy discloses the total paid to ZMC in fiscal 2026 as $66,818,000 and the maximum portion Zelnick could receive as $40,090,800. Added to the Summary Compensation Table figure that gives $40,493,819, matching the proxy exactly. Against the same median our division gives 467.1483, rounding to the second ratio the proxy also prints: 467.15 to 1. BasisCEO figureMedianRatio Summary Compensation Table$403,019$86,6834.65 to 1 Plus maximum ZMC share$40,493,819$86,683467.15 to 1 Anyone telling you Take-Two buried the larger number is wrong; it is printed in the same document. Anyone quoting only 4.65 to 1 is leaving out the management fee. The disclosure gives you both views. CONFIRMED. The median comes from a workforce of roughly 13,198 as of 1 January 2026, 5,102 in the United States and 8,096 outside it. Those figures sum to 13,198 exactly, and we calculate the non-US share at 61.34 percent, matching the proxy. That population includes Rockstar North in Edinburgh. There is no GTA 6 sales target in the CEO's pay plan CONFIRMED NEGATIVE, and it surprised us. We read the Compensation Discussion and Analysis looking for a GTA 6 unit target, a net bookings gate, a launch-window trigger. There is none. Performance equity is weighted 75 percent to relative total shareholder return and 25 percent to recurrent consumer spending. The TSR comparator moved from the Nasdaq Composite to the Nasdaq-100, threshold at the 40th percentile, target at the 50th, maximum at the 75th. The recurrent consumer spending weighting was raised from 12.5 percent to 25 percent. The plan pays on the share price against a large-cap tech index and on money spent inside games after purchase, not on how many copies sell in November. The tribunal appears in neither filing This part has not been reported elsewhere. It is a set of negatives, so here are the counts. CONFIRMED. Take-Two's Form 10-Q for the quarter ended 30 June 2026, filed 7 August 2026, returned HTTP 200 at 1,124,179 bytes. Full-text counts on the stripped document: "tribunal" 0. "union" 0. "labor" 0. "labour" 0. "Glasgow" 0. "IWGB" 0. "collective" 0. The entire legal disclosure is Note 11, verbatim: "We are, or may become, subject to demands and claims (including intellectual property and employment related claims) and are involved in routine litigation in the ordinary course of business which we do not believe to be material to our business or financial condition or results of operations." Item 1A reads, verbatim: "There have been no material changes to the Risk Factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026." CONFIRMED. The 2026 proxy is the same: "union" 0, "tribunal" 0, "Glasgow" 0, "IWGB" 0, "collective bargaining" 0. The phrase "human capital" appears 10 times. Take that for what it is. Companies disclose legal proceedings they consider material, and a five-week employment tribunal is not obviously material to a company this size. The filings are consistent with Take-Two having assessed it that way. Factually, a shareholder reading only these two documents would not learn a tribunal opens a week before the meeting. Not on the public register either CONFIRMED NEGATIVE, with a caveat that does real work. We searched the gov.uk Employment Tribunal Decisions register on 21 August 2026. The single token "Rockstar" returns three decisions, HTTP 200, none involving Rockstar Games or Rockstar North; they are unrelated businesses with Rockstar or Rockstone in the name. Neither the January 2026 interim-relief judgment nor the June 2026 strike-out ruling is published there. The caveat: Scottish preliminary and case-management judgments are frequently not published at all. This is "not on the register", and emphatically not "does not exist". Both rulings are reported by named sources and one is the subject of a union press release. We are recording an absence in a database, not doubting the events. A method note, because the register's search will mislead you: its keyword matching is fuzzy and treats multiple words as alternatives, so multi-word queries return thousands of irrelevant hits. Only the single-token search is usable. What the tribunal covers REPORTED, with the primary retrieved. The IWGB published a release on 17 June 2026 stating that the trial runs 10 September to 15 October 2026, that 31 of its members were summarily dismissed in October 2025, and that the claims include unfair dismissal and blacklisting. The 31 is the union's own count, given elsewhere as more than 30. Ellie Dunstan, a dismissed worker, verbatim: "This ruling is a huge moment for us. Rockstar thought they could control the narrative. They're wrong." Spring McParlin-Jones, Chair of the IWGB Game Workers Branch, verbatim: "This ruling is a major blow to Rockstar's attempts to avoid scrutiny for its actions, and a major step forward in our fight for justice." REPORTED (Video Games Chronicle, Chris Scullion, 13 January 2026), and almost entirely absent from the current news cycle. An earlier ruling went the other way. Judge Frances Eccles at Glasgow Employment Tribunal refused the workers' application for interim relief, which would have had them paid while the case ran. The test was a "pretty good chance of success" at final hearing, and the judge held they had not met it. That decision is also not on the register, and no case number is published anywhere we could find. We print it because an account carrying only the favourable rulings would be incomplete. Rockstar won in January. The union won in June. Neither result predicts the final hearing. What we still do not know Whether Take-Two assessed the tribunal and judged it immaterial, or whether it never reached a disclosure question. The filings show the outcome, not the deliberation. What either judgment says. Neither is published and no case number exists in public. Whether Proposal 3 will pass. These amendments usually do; we are not calling a vote early. Whether any shareholder raises the tribunal on 17 September. The meeting is virtual only. The tribunal opens on 10 September, voting closes on 16 September, the meeting is on 17 September. We will cover all three with the filings shown on our news page.