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In choosing the Company’s independent registered public accounting firm, the Audit Committee conducts an evaluation of the agency’s qualifications and efficiency; the standard and candor of their communications with the Audit Committee and the Company; independence; objectivity, and professionalism; advantages of audit agency or lead companion rotations; and the comprehensiveness of evaluations of internal controls. The Audit Committee also considers the relative prices, advantages, challenges, and different potential impacts of selecting a unique independent public accounting agency The Company has been suggested that representatives of Ernst & Young might be present on the Annual Meeting with the chance to make an announcement if the representatives want to do so. It is expected that the representatives might be available to reply to acceptable questions. The Amended and Restated 2017 Plan doesn’t present for automated grants to any participant. Awards granted underneath the Amended and Restated 2017 Plan are subject to the Company’s clawback and/or recoupment insurance policies.
The Company may specify a minimal acceptable degree of feat under which no fee might be made and may set forth a formula for figuring out the quantity of any cost to be made if performance is at or above such minimum acceptable degree but falls short of the maximum achievement of the specified Performance Objectives. Except as supplied by the Committee in a Performance Award Agreement, Participant Agreement or otherwise, if, previous to the end of an applicable Performance Period, a Participant undergoes a Termination for any reason, all of such Participant’s Performance Awards shall be forfeited by the Participant to the Company for no consideration.
A Performance Cash Award can also require the completion of a specified interval of employment or service. “Performance Award Agreement” means a written settlement between the Company and a Participant evidencing the phrases and situations of a person Performance Award. “Participant Agreement” means an employment or other providers settlement between a Participant and the Service Recipient that describes the phrases and conditions of such Participant’s employment or service with the Service Recipient and is effective as of the date of dedication.
A Participant or some other particular person submitting a claim for advantages under the Plan must file the claim within one 12 months of the date the Participant or different particular person knew or ought to have identified of the details giving rise to the claim. This one-year statute of limitations will apply in any discussion board the place a Participant or another individual may file a claim and, until the Company waives the deadlines set forth above in its sole discretion, any declare not introduced throughout the time durations specified shall be waived and forever barred.
In the event that any portion of the 2019 Performance Award is not going to have vested as of April 13, 2021 or upon a termination of the 2017 Management Agreement by the Company for Cause or by ZelnickMedia with out Good Reason, ZelnickMedia will forfeit to the Company any and all 2019 Restricted Units that have not vested as of such date. Under the 2017 Management Agreement, no more than 60% of the mixture compensation payable to ZelnickMedia under the 2017 Management Agreement shall be obtained by or conveyed to Mr. Zelnick and not more than forty% of such combination compensation shall be obtained by or conveyed to Mr. Slatoff . The 2017 Management Agreement provides for a term via March 31, 2024, except earlier terminated in accordance with its terms. Under the 2017 Management Agreement, ZelnickMedia continues to provide sure individuals because it deems appropriate for the performance of the 2017 Management Agreement. Specifically Mr. Zelnick serves as Executive Chairman of the Board of Directors and CEO of the Company, Mr. Slatoff serves because the Company’s President, and different ZelnickMedia personnel as appropriate present companies to the Company on a project-by-project, as wanted foundation.
Ms. Goldstein is a CPA with monetary and business expertise in the software program, entertainment, retail and apparel industries, with proven success in managing the finance operate of publicly traded firms. Earlier in her career, she held positions within the audit and reorganization departments at Grant Thornton LLP. Lainie Goldstein, age fifty two, was appointed Chief Financial Officer of the Company in June 2007, and is responsible for overseeing Finance, Investor Relations and Corporate Communications.
Except as in any other case particularly supplied within the Plan, no Person shall be entitled to the rights and privileges of Stock possession in respect of shares of Stock which are subject to Awards hereunder till such shares have been issued to that Person. Any adjustment offered under this Section eleven could, within the Committee’s discretion, provide for the elimination of any fractional share that might in any other case turn into topic to an Award.
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Any such fee shall be an entire discharge of the legal responsibility of the Committee and the Company therefor. The Committee might in its sole discretion require the transferee of a Participant to produce it with written discover of the Participant’s dying or Disability and to supply it with a duplicate of the desire (within the case of the Participant’s death) or such other evidence as the Committee deems needed to establish the validity of the transfer of an Award. The Committee could, in its discretion, also require the agreement of the transferee to be bound by all the phrases and conditions of the Plan.
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“Restricted Stock” means Stock granted to a Participant under Section 6 hereof that is topic to certain restrictions and to a threat of forfeiture. “Prior Plan” means the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan, as amended and restated. “Plan” means this Amended and RestatedTake-Two Interactive Software, Inc. 2017 Stock Incentive Plan, as amended every so often.
nationals or are primarily employed or offering companies outdoors the United States. Company shall be entitled to recover from the Participant at any time within one 12 months after such date, and the Participant shall pay over to the Company, an quantity equal to any gain realized . The Board or the Committee could amend the terms of any a number of Awards at any time and from time to time. The Board or the Committee might amend the Plan at any time and every so often.
No director could take part in any evaluate, approval or ratification of any transaction if the director, or a direct family member of such director, has a direct or indirect materials interest in the transaction. In the event that any portion of the 2020 Performance Award will not have vested as of April thirteen, 2022 or upon a termination of the 2017 Management Agreement by the Company for Cause or by ZelnickMedia with out Good Reason, ZelnickMedia will forfeit to the Company any and all 2020 Restricted Units that have not vested as of such date.
In doing so, the Compensation Committee seeks to approve a peer group that’s representative of the sector during which we function and includes corporations with similar revenue and market capitalization as Take-Two. •The Compensation Committee has the ability to make future annual fairness grants underneath the phrases of the 2017 Management Agreement, however is under no obligation to make further equity grants. Under the 2017 Management Agreement, Mr. Zelnick could not obtain greater than 60% of the mixture compensation paid to ZelnickMedia and Mr. Slatoff could not obtain greater than forty% of the mixture compensation paid to ZelnickMedia. These particular person caps proceed to supply greater transparency with respect to the utmost compensation payable to Messrs. Zelnick and Slatoff.
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The following describes compensation processes and programs with respect to the NEOs aside from the Executive Chairman and CEO and the President. Each year, the Compensation Committee evaluations and approves the peer group firms which might be used to gauge aggressive market compensation.
No more than 7,200,000 shares of Stock reserved for issuance hereunder could also be issued or transferred upon train or settlement of Incentive Stock Options. “Supplier” means any Person who supplies services or products to the Company or any of its Affiliates and with whom a Participant had business-associated contact on behalf of the Company or any of its Affiliates.
If the Stock just isn’t listed on a national securities exchange, “Fair Market Value” shall imply the amount determined by the Board in good religion, and in a manner according to Section 409A of the Code, to be the honest market value per share of Stock. “Expiration Date” means, with respect to an Option or Stock Appreciation Right, the date on which the term of such Option or Stock Appreciation Right expires, as determined underneath Section 5 or 8 hereof, as relevant. “Effective Date” means the date on which the Plan is permitted by the stockholders of the Company.
In accordance with SEC guidelines, audit partners are subject to rotation requirements to limit the variety of consecutive years an individual associate might present service to our Company. For 16 tips for writing an email people will read and reply to , the utmost number of consecutive years of service in that capability is five years. The course of for consideration and selection of the Company’s lead audit associate pursuant to this rotation coverage includes a complete interview process by which management and the chair of the Audit Committee participate. Ernst & Young has been the Company’s impartial registered public accounting firm and has audited the Company’s monetary statements since April 2006.
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pass by will or by the relevant legal guidelines of descent and distribution until the sooner of the relevant Expiration Date and the date that is twelve months after the date of demise. Notwithstanding the foregoing, in the case of a Stock Appreciation Right that may be a Substitute Award, the bottom worth per share of Stock for such Stock Appreciation Right could also be less than the Fair Market Value on the date of grant; supplied, that such base price is set in a way according to the provisions of Section 409A of the Code.
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•Equity is an essential tool to draw and retain highly-skilled artistic expertise, and it aligns the pursuits of creative employees with shareholders. Mr. Zelnick is the Company’s Chairman and Chief Executive Officer and is the founder of and a associate in Zelnick Media Capital. In figuring out whether or not to approve or ratify any such transaction, the unbiased directors of the Board of Directors must contemplate, in addition to other factors deemed appropriate, whether the transaction is on terms no much less favorable to the Company than these for transactions involving unrelated parties.
The Compensation Committee has reviewed and mentioned with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based upon this review and dialogue, the Compensation Committee recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in this Proxy Statement. As a basic matter, the Compensation Committee reviews and considers the varied tax and accounting implications of compensation automobiles utilized by the Company. The Compensation Committee, amongst different things, reviewed and was glad with the consultant’s insurance policies and procedures to stop or mitigate conflicts of interest. The Compensation Committee additionally reviewed and was happy that there were no enterprise or personal relationships or conflicts between members of the Compensation Committee and the individuals on the consulting firm supporting the Compensation Committee.
Mr. Emerson serves as Executive Vice President and Chief Legal Officer pursuant to an employment agreement between the Company and Mr. Emerson, dated January 28, 2015, effective as of October 24, 2014. Pursuant to the employment agreement, Mr. Emerson will continue to serve in this capability till his employment is terminated by him or the Company in accordance with the provisions of the employment agreement. Pursuant to the employment agreement, Ms. Goldstein will proceed to serve as Chief Financial Officer of the Company till March 31, 2023, and thereafter for successive one-yr periods till either party elects to not renew the term of the agreement (each, a “renewal term”). Ms. Goldstein serves as Chief Financial Officer pursuant to an employment agreement between the Company and Ms. Goldstein, dated May 12, 2010, as amended on October 25, 2010, August 27, 2012 and May 17, 2018. For extra info, discuss with “Compensation Discussion and Analysis—Annual Cash Incentive” above and the “Grants of Plan-Based Awards” table beneath.
“Option Agreement” means a written agreement between the Company and a Participant evidencing the terms and situations of a person Option Award. “Incentive Stock Option” means an Option supposed to qualify as an “incentive stock option” within the which means of Section 422 of the Code. “Full Value Award” means an Award aside from an Exercisable Award, and which is settled by the issuance of shares of Stock. “Fair Market Value” means, as of any date when the Stock is listed on one or more nationwide securities exchanges, the closing worth reported on the principal nationwide securities change on which such Stock is listed and traded on the date of dedication or, if the closing worth is not reported on such date of determination, the closing worth reported on the newest date previous to the date of willpower.
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Under the terms of the 2017 Management Agreement, ZelnickMedia provides monetary and management consulting services to the Company. Unless otherwise indicated, the Company believes that each one individuals named within the desk have sole voting and investment power with respect to all shares beneficially owned by them. A person is deemed to be the helpful proprietor of securities that could be acquired by such particular person inside 60 days after July 16, 2020 and is not deemed to be the useful proprietor of securities that will not be acquired within 60 days after July 16, 2020.
- Ms. Goldstein and Mr. Emerson solely receive advantages underneath the CIC Severance Plan the to the extent such benefits can be greater than the benefits beneath their employment agreements.
- Accepting a position with us could entail foregoing an in any other case safe place at another employer, and the advantages supplied by the CIC Severance Plan assist to mitigate the danger of harm that the executive may undergo in reference to adverse actions taken by a successor to the Company.
- The employment agreements with Ms. Goldstein and Mr. Emerson present for severance funds in the event of a separation from service from the Company beneath certain circumstances, in addition to funds in the event of a change in charge of the Company.
- From time to time, we may recruit executives from other corporations where they’ve job security, tenure and profession alternatives.
- See “Executive Compensation—Narrative Disclosure Regarding Equity Plans and Employment Agreements” and “Executive Compensation—Potential Payments Upon Termination or Change in Control” under for more data.
Payment of earned Performance Awards shall be as determined by the Committee and as evidenced within the Performance Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance Units and Performance Shares within the form of money, Stock, or different Awards equal to the value of the earned Performance Units or Performance Shares, because the case could also be, on the close of the applicable Performance Period, or as quickly as practicable after the end of the Performance Period. Unless otherwise determined by the Committee, earned Performance Cash Awards shall be paid in cash. Any money, Stock, or other Awards issued in reference to a Performance Award may be issued topic to any restrictions deemed acceptable by the Committee.
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“Performance Objectives” means the efficiency objectives established pursuant to the Plan for Participants who have acquired Performance Awards. “Performance Cash Award” means a Performance Award which is a cash award (for a greenback why simple text newsletters work worth not in extra of that set forth in Section 4 hereof), the fee of which is subject to the achievement of Performance Objectives throughout a Performance Period.
As Lead Independent Director, Mr. Dornemann serves because the principal liaison between the unbiased directors and the Executive Chairman. Mr.Hernandez is the Founding Principal and Chief Executive Officer of Hernandez Media Ventures, a privately held firm engaged in the acquisition and management of media belongings. All members of the Board of Directors stand for election on an annual basis, and at the Annual Meeting eight director nominees will stand for election to carry office for a time period expiring on the 2021 Annual Meeting of Shareholders. The Board of Directors, upon the recommendation of the Corporate Governance Committee, has nominated the individuals named under. Each director who is elected will serve until a successor is elected and qualified or until the director’s earlier resignation or elimination.
No particular person shall have any declare or proper to be granted an Award under the Plan or, having been selected for the grant of an Award, to be chosen for the grant of another Award. Neither the Plan nor any motion taken hereunder shall be construed as giving any individual any right to be retained in the make use of or service of the Company or an Affiliate of the Company.
The Audit Committee also reviewed management’s report on its evaluation of the effectiveness of the Company’s inside control over monetary reporting and the unbiased registered public accounting firm’s report on the effectiveness of the Company’s inside control over financial reporting. Tax charges had been for providers associated to tax compliance and advice and tax planning and tax advice.
If some other issues are correctly presented at the Annual Meeting or any adjournment, the persons named within the proxy may have discretion to vote on these matters. As of the date by which shareholder proposals should have been received by the Company to be presented at the Annual Meeting, and as of the date of this Proxy Statement, the Company did not know of another issues to be presented at the Annual Meeting.
Each useful proprietor’s percentage possession is determined by assuming that exercisable securities which might be held by such individual and which are exercisable within 60 days after July 16, 2019 have been exercised. employment at target within the amount of 70% of his base salary, based on the achievement of certain monetary targets by the Company. Additionally, Mr. Emerson is eligible to take part within the Company’s lengthy-term incentive compensation program.
“Disqualifying Disposition” means any disposition of Stock acquired upon the exercise of an Incentive Stock Option made inside the interval that ends either two years after the date on which the Participant was granted the Incentive Stock Option or one year after the date upon which the Participant acquired the Stock. a cloth breach of any agreement between the Participant and the Company or any of its Affiliates . “Customer” means any Person who is a customer or consumer of the Company or any of its Affiliates that may be a professional contractor and with whom the Participant had enterprise-associated contact on behalf of the Company or any of its Affiliates. “Committee” means the Compensation Committee of the Board or such different committee consisting of two or more individuals appointed by the Board to administer the Plan and one another individual or committee of individuals designated to exercise authority beneath the Plan.
Ms. Goldstein beforehand served because the Company’s Senior Vice President of Finance from November 2003. Ms. Goldstein additionally serves as a director and member of the audit committee of Phreesia, Inc. The Company has also adopted a Supplier Code of Conduct that applies to vendors, suppliers, consultants and different third events we interact, which makes clear that we expect all of our enterprise companions to function pretty and ethically, comply with home and international laws, and promote a piece surroundings that values honesty, openness, integrity, and respect for basic human rights, wherever in the world we do business.
Your attendance at the Annual Meeting in and of itself will not mechanically revoke a proxy that was submitted through the Internet or telephone or by mail. An abstention is a properly signed proxy card that’s marked “abstain” or correctly accomplished directions through the Internet to the identical impact. You can vote by proxy over the Internet by following the directions supplied in the Notice of Internet Availability. •such other business that may properly come before the Annual Meeting or any adjournment thereof.
No money settlements shall be made with respect to fractional shares so eliminated. Each Performance Award shall specify the Performance Objectives that have to be achieved before such Performance Award shall turn into earned.
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“Service Recipient” means, with respect to a Participant holding an Award, either the Company or an Affiliate of the Company by which the unique recipient of such Award is, or following a Termination was most recently, principally employed or to which such authentic recipient provides, or following a Termination was most recently offering, providers, as applicable. “SAR Agreement” means a written agreement between the Company and a Participant evidencing the phrases and situations of a person Award of Stock Appreciation Rights. “RSU Agreement” means a written settlement between the Company and a Participant evidencing the phrases and circumstances of an individual Award of Restricted Stock Units. “Restricted Stock Agreement” means a written agreement between the Company and a Participant evidencing the terms and circumstances of a person Restricted Stock Award.
The foregoing proper of indemnification shall not be exclusive of another rights of indemnification to which such Persons could also be entitled beneath the Company’s certificates or articles of incorporation or by-laws, each as could also be amended from time to time, as a matter of legislation, or in any other case, or any energy that the Company could have to indemnify them or hold them harmless. tax legal guidelines and other restrictions relevant on account of the Participant’s residence, employment, or providing providers overseas, shall be similar to the worth of such Award to a Participant who is a resident, or is primarily employed or offering companies, in the United States. An Award could also be modified beneath this Section 21 in a manner that’s inconsistent with the specific phrases of the Plan, as long as such modifications won’t contravene any relevant law or regulation or lead to actual liability under Section sixteen of the Exchange Act for the Participant whose Award is modified. Additionally, the Committee might undertake such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Eligible Persons who’re non–U.S.
Beyond this provision, the allocation of any revenues of ZelnickMedia among its principals is not set forth within the 2017 Management Agreement or decided by means of any process during which the Company participates. In connection with their provision of services to the Company pursuant to the 2017 Management Agreement, and subject to the restrictions above, the precise amount of compensation obtained by Messrs. Zelnick and Slatoff is set within the sole discretion of ZelnickMedia. •Executive administration and management delivered via why data quality is so important in b2b lead generation the providers of Executive Chairman and CEO Strauss Zelnick and President Karl Slatoff. While we consider the quick-term and long-term incentives are balanced to help incentivize optimal efficiency, we also note that there isn’t any duplication in use of performance metrics between quick-term and long-term applications. There is no automated increase in the annual charge during the time period of the 2017 Management Agreement.
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The most term of a stock possibility or stock appreciation right underneath the Amended and Restated 2017 Plan is 10 years. The Board of Directors believes that the proposed improve in the shares available under the Amended and Restated 2017 Plan will serve a crucial function in attracting and retaining high caliber individuals essential to the Company’s success. •We consider our use of fairness all through Take-Two, and past the manager degree is a strategic advantage and vital to our possession culture.
To the extent that the combination Fair Market Value of Stock for which Incentive Stock Options are exercisable for the first time by any Participant throughout any calendar 12 months exceeds $a hundred,000, such excess Incentive Stock Options shall be handled as Nonqualified Stock Options. In the occasion of a Participant’s Termination previous to the relevant Expiration Date by cause of a Termination by the Service Recipient for Cause, or a voluntary Termination by the Participant (including a Participant’s Retirement) after the occurrence of an event that would be grounds for a Termination for Cause, all of such Participant’s Options excellent shall instantly terminate and be forfeited for no consideration as of the date of such Termination.
Enhanced disclosure to provide larger transparency, together with the establishment of individual payment caps paid by ZelnickMedia to Messrs. Zelnick and Slatoff for their companies to Take-Two. •The Company’s fiscal 2020 outcomes have been additionally enhanced by a wide range of different choices, led by NBA 2K19, Sid Meier’s Civilization VI, Social Point’s mobile video games, and the WWE 2K sequence. The Company delivered strong monetary leads to fiscal 2020 and continued to execute successfully on our technique to capitalize on the recognition of video video games by growing and publishing high-high quality interactive entertainment experiences throughout a range of genres.
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“Performance Share” means a Performance Award denominated in shares of Stock which can be earned in whole or in part based upon the achievement of Performance Objectives during a Performance Period. “Performance Period” means the period of time designated by the Committee over which the achievement of a number of Performance Objectives will be measured for the purpose of determining a Participant’s proper to and the payment of an Award. Performance Periods may be of varying and overlapping duration, on the sole discretion of the Committee.