TAKE-TWO INTERACTIVE SOFTWARE,INC. (NASDAQ:TTWO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September15, 2017, the stockholders of Take-Two Interactive Software,Inc. (the “Company”) approved and adopted (i) the Take-Two Interactive Software,Inc. 2017 Stock Incentive Plan (the “2017 Plan”), (ii)the Take-Two Interactive Software,Inc. 2017 Stock Incentive Plan Qualified RSU Sub-Plan for France (the “French Qualified RSU Sub-Plan”), and (iii)the Take-Two Interactive Software,Inc. 2017 Global Employee Stock Purchase Plan (the “2017 Global ESPP”), at the Company’s annual meeting of stockholders (the “Annual Meeting”). Additional information regarding the results of the Company’s Annual Meeting is set forth below in this Report under Item 5.07.
2017 Plan
The 2017 Plan replaces the Company’s amended and restated 2009 Stock Incentive Plan (the “2009 Plan”), and from and after the date of stockholder approval of the 2017 Plan, no additional awards will be made under the 2009 Plan. However, the adoption and effectiveness of the 2017 Plan will not affect the terms and conditions of any outstanding awards granted under the 2009 Plan.
Under the 2017 Plan, subject to adjustment for certain changes in recapitalization or reorganization, the Company is authorized to issue up to 5,200,000 shares of common stock, plus 2,402,258 shares of common stock available for grant under the 2009 Plan as of September15, 2017 (which amount may be increased from time to time by the number of shares relating to awards outstanding under the 2009 Plan that become eligible for reuse to the share recycling provisions of the 2017 Plan).
The 2017 Plan authorizes the Compensation Committee of the Company’s Board of Directors to provide stock- and cash-based awards to eligible participants in furtherance of the Company’s broader compensation strategy and philosophy. Awards granted under the 2017 Plan will be granted upon terms approved by the Compensation Committee and set forth in an award agreement or other evidence of an award.
French Qualified RSU Sub-Plan
The adoption of the French Qualified RSU Sub-Plan allows the Company’s French employees to receive grants of restricted stock units under the 2017 Plan with preferential tax treatment because one of the conditions for granting French qualified restricted stock units under French law is that such restricted stock units be granted to an equity incentive plan approved by shareholders after December31, 2016. Any French qualified restricted stock units granted under the French Qualified RSU Sub-Plan will come from the shares available under the 2017 Plan.
2017 Global ESPP
The adoption of the 2017 Global ESPP allows the Company to provide its employees and employees of certain designated subsidiaries and affiliates an opportunity to obtain a proprietary interest in the continued growth and prosperity of the Company through ownership of its shares of common stock. For employees of participating affiliates in countries outside of the United States, the 2017 Global ESPP will be effectuated via separate offerings under one or more sub-plans of the 2017 Global ESPP in order to achieve tax, employment, securities law or other purposes and objectives, and to conform the terms of the sub-plans with the laws and requirements of such countries. Subject to adjustment for certain changes in recapitalization or reorganization, the maximum aggregate number of the Company’s shares of common stock that may be issued under the 2017 Global ESPP is 9,000,000 shares. The 2017 Global ESPP will become effective as of the first available offering date, as determined by the Compensation Committee of the Company’s Board of Directors.
The material terms of the 2017 Plan, the French Qualified RSU Sub-Plan and the 2017 Global ESPP are described in greater detail in Proposals No.4, 5 and 6, respectively, in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July27, 2017 (the “Proxy Statement”).
The foregoing descriptions of the 2017 Plan, the French Qualified RSU Sub-Plan and the 2017 Global ESPP and the descriptions set forth in the Proxy Statement are qualified in their entirety by the full texts of the 2017 Plan, the French Qualified RSU Sub-Plan and the 2017 Global ESPP, which are attached as Annex B, Annex C, and Annex D, respectively, to the Proxy Statement, and are incorporated by reference herein as Exhibits 10.1, 10.2 and 10.3.
