DEF 14A of Take Two Interactive Software Inc, Jul 27, 2023

DEF 14A of Take Two Interactive Software Inc

Filed Jul 27, 2023 · FY20230001308179-23-000926

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS All members of the Board of Directors stand for election on an annual basis, and at the Annual Meeting 10 director nominees will stand for election to hold office for a term expiring at the 2024 Annual Meeting of Shareholders. The Board of Directors, upon the recommendation of the Corporate Governance Committee, has nominated the individuals named below. Each director who is elected will serve until a successor is elected and qualified or until the director’s earlier resignation or removal. The Corporate Governance Committee is responsible for evaluating the size and composition of the Board of Directors relative to the evolving needs of the Company at any given time, and actively identifying qualified individuals to become new director nominees as needed. The Corporate Governance Committee has developed criteria, including certain personal and professional qualities, to evaluate whether the potential nominee would be a qualified director candidate for service on Take-Two’s Board of Directors. Our 10 nominees include eight independent, outside directors who as a group have extensive and diverse management experience, subject matter expertise, and knowledge that is critical to the Company. The average director tenure is approximately nine years. The average age of the Board members is 64. Half of the Board members are women and/or minorities. At the Annual Meeting, the proxies given by shareholders will be voted individually for the election of the persons named herein as director nominees, unless a proxy card specifies that a shareholder is voting against any such nominee. If any of the nominees listed below shall be unable to serve, it is intended that the proxy will be voted for such other nominees as may be designated by the Board of Directors. Each of the persons named herein has indicated to the Board of Directors that he or she will be available to serve as a director of the Company. In an uncontested election, a director will be elected if the number of votes that are cast “FOR” his or her election by holders of the stock present in person or represented by proxy entitled to vote on the election of directors exceeds the number of votes cast “AGAINST” his or her election by such holders. The Company’s bylaws provide that any nominee for director who fails to meet this standard shall promptly tender such individual’s resignation to the Corporate Governance Committee following certification of the shareholder vote. For more information regarding this policy, see “Policy on Majority Voting for Directors.” As part of its commitment to refreshment and succession planning, the Board of Directors has decided, effective after the Annual Meeting, to appoint Ms. Srinivasan to succeed Mr. Dornemann as our Lead Independent Director, serve as the Chair of the Executive Committee and rotate off of the Corporate Governance Committee. In addition, Ms. Siminoff, who joined the Board of Directors in fiscal 2023 in connection with the Zynga transaction and is a member of the Audit Committee, will join the Corporate Governance Committee after the Annual Meeting. Mr. Dornemann will step down as Lead Independent Director and remain as a member of the committees of the Board of Directors on which he currently serves.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    | | THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED BELOW: |

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    | TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2023 Proxy Statement | 12 |

  4. PROPOSAL 1: ELECTION OF DIRECTORS

    | Age: 77 Director since: March 2007 Beneficial owner of 18,687 shares LEAD INDEPENDENT DIRECTOR Chair: • Executive Committee Member: • Audit, Compensation and Corporate Governance Committees | MICHAEL DORNEMANN Key experience and qualifications: Mr. Dornemann’s highly relevant leadership, management, marketing and consulting experience, including his role as Chief Executive Officer of Bertelsmann Entertainment, strongly qualifies him to provide effective leadership to the independent directors, and to contribute to all aspects of board discussion and operations, including oversight of our management agreement with ZMC as successor by assignment from ZelnickMedia Corporation (“ZelnickMedia”). His accomplished history of service with fashion and entertainment companies, including as an outside director, provides a unique level of insight into both our business and our governance. Additional Public Directorships (current): • None Mr. Dornemann is an entertainment and marketing executive with more than 30 years of management consulting, corporate development, strategic advisory and media experience. Prior to 2001, Mr. Dornemann was an executive board member of Bertelsmann AG for 16 years and Chairman and Chief Executive Officer of Bertelsmann Entertainment (music and television division, BMG and RTL Group). Before that, he held positions with IBM and Boston Consulting Group. Mr. Dornemann received an MBA and PhD from Technical University Berlin. Other board experience: Mr. Dornemann has previously served on several boards, including as Chairman of Jet Set AG, a worldwide fashion company based in Switzerland, until 2009; as a director of Columbia Music Entertainment (CME) of Japan until 2010; and as vice-chairman and an audit and compensation committee member of Access Worldwide Communications until 2013. |

  5. PROPOSAL 1: ELECTION OF DIRECTORS

    | Age: 73 Director since: May 2022 Beneficial owner of 56,197 shares NON-INDEPENDENT DIRECTOR Member: • No Board of Director committee memberships | WILLIAM “BING” GORDON Key experience and qualifications: Mr. Gordon was selected to serve on our Board of Directors due to his extensive leadership and entrepreneurial experience as a senior executive of EA, a company he co-founded and through which he gained experience with emerging technologies and consumer-focused product development and marketing issues, as well as his experience as a member of the board of directors and special consultant to Zynga, and as a venture capitalist investing in and guiding technology companies. Additional Public Directorships (current): • Duolingo, Inc. • Truecaller AB Mr. Gordon has been a partner at Kleiner Perkins Caufield & Byers, a venture capital firm, since June 2008. Mr. Gordon co-founded Electronic Arts Inc. and held various roles, including Vice President, Marketing and later, Executive Vice President and Chief Creative Officer from March 1998 to May 2008. Mr. Gordon received a BA from Yale University and an MBA from Stanford Graduate School of Business. Other board experience: Mr. Gordon serves on the boards of directors of Duolingo, a language learning company; Truecaller, a telephony company; and privately held companies including Airtime Media Inc., a messaging company; Dreamscape, a VR and learning systems company; Flipboard, a media sharing company; N3twork, a blockchain games publisher; and Zume Inc., an environmentally-conscious food packaging company. Mr. Gordon served as a member of the board of directors of Zynga Inc. from 2008 to May 2022, when we acquired Zynga. Mr. Gordon is a special advisor to the board of directors of Amazon.com, Inc. and was previously a member of its board of directors from 2003 until January 2018. He was also a founding director at ngmoco, LLC (acquired by DeNA Co. Ltd. in 2010) and Audible, Inc. (acquired by Amazon.com, Inc. in 2008). Mr. Gordon was awarded the Academy of Interactive Arts & Sciences’ Lifetime Achievement Award in 2011 and held the game industry’s first ever endowed chair in game design, at the University of Southern California School of Cinematic Arts. |

  6. PROPOSAL 1: ELECTION OF DIRECTORS

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  7. PROPOSAL 1: ELECTION OF DIRECTORS

    | Age: 65 Director since: September 2019 Beneficial owner of 6,650 shares INDEPENDENT DIRECTOR Member: • Compensation Committee | ROLAND HERNANDEZ Key experience and qualifications: As the former President, Chief Executive Officer and Chairman of a television and entertainment company, and through his experience on the Boards of Fox Corporation, MGM Resorts International, Sony Corporation, Walmart Inc. and Vail Resorts, Inc., Mr. Hernandez has gained significant experience in international business and financial matters and a broad understanding of the retail and media sectors which is particularly relevant to the Company. In addition, with his extensive experience on the boards of large public corporations, Mr. Hernandez brings broad corporate governance expertise, along with significant knowledge of board operations, to our Board of Directors. Additional Public Directorships (current): • US Bancorp • Fox Corporation Mr. Hernandez is the Founding Principal and Chief Executive Officer of Hernandez Media Ventures, a privately held company engaged in the acquisition and management of media assets. He has served in this capacity since January 2001. Before founding Hernandez Media Ventures, Mr. Hernandez served as Chairman of Telemundo Group, Inc., a Spanish-language television and entertainment company, from 1998 to 2000 and as President and Chief Executive Officer from 1995 to 2000. Mr. Hernandez received a BA from Harvard College and a JD from Harvard Law School. Other board experience: Until April 2019, Mr. Hernandez served as the Chairman of the Board of Belmond, Ltd. Until December 2019, Mr. Hernandez served as a member of the board of directors of Vail Resorts, Inc. Until May 2021, Mr. Hernandez served as a member of the board of directors of MGM Resorts International. Mr. Hernandez serves on the advisory board of Harvard Law School. He previously served on the board of directors of Sony Corporation and Walmart Inc. |

  8. PROPOSAL 1: ELECTION OF DIRECTORS

    | Age: 64 Director since: March 2007 Beneficial owner of 23,422 shares INDEPENDENT DIRECTOR Chair: • Corporate Governance Committee Member: • Compensation Committee | J MOSES Key experience and qualifications: Mr. Moses provides insight based on vast media experience and leadership history, including his roles as CEO of UGO Networks, President of MTV Russia and President of BMG Interactive, and his deep understanding of the interactive entertainment industry and its global opportunities. Additional Public Directorships (current): • None Mr. Moses has over 40 years of experience in video games, technology, sports, entertainment, eSports and sports wagering; as a CEO, founder, investor, advisor, producer and director for public and private businesses around the world. Mr. Moses currently advises several large media businesses as well as venture businesses including: SimulMedia, an advanced TV advertising platform, Savvy Labs, a fintech marketplace, GameOn Entertainment, providing, social experiences around sports, TV and live events, ESCS, an eSports community services platform, GRID, a first party games data provider, EWagers, an esports wagering platform, Atlas Earth, a web-based real-world metaverse real estate game, and Payment Labs, a platform for eSports prize payments. Mr. Moses is also a principal of Optin Studios, which develops and produces scripted television programs at the intersection of storytelling and technology. Mr. Moses received a BA from Princeton University and an MBA from Harvard School of Business Management. Prior executive roles: Mr. Moses was the founder, and from 1998 to 2007, the Chief Executive Officer, of UGO Networks, Inc., an online publisher and affiliate network delivering information and entertainment to over 20 million gamers around the world. He managed the sale of the company to the Hearst Corporation in 2007. Mr. Moses previously served as the President of MTV Russia where he successfully oversaw the establishment of the Moscow based Network in 1998. Mr. Moses served as the President of BMG Interactive from 1993 to 1996, the former video game and new technology divisions of BMG Entertainment, where he “green-lighted” a portfolio of 11 video games including the original Grand Theft Auto. Mr. Moses has served as the Special Assistant to Roone Arledge, the President of ABC Sports and News; as an Executive Producer on Stolen Babies, a made for TV movie for ABC; and as Creator for New York News, a TV series for CBS. |

  9. PROPOSAL 1: ELECTION OF DIRECTORS

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  10. PROPOSAL 1: ELECTION OF DIRECTORS

    | Age: 55 Director since: March 2007 Beneficial owner of 63,370 shares INDEPENDENT DIRECTOR Chair: • Compensation Committee Member: • Corporate Governance and Executive Committees | MICHAEL SHERESKY Key experience and qualifications: Mr. Sheresky’s entertainment experience as a talent agent is an important asset to the Board of Directors, including his particularly keen insight into negotiations with, and the development and compensation of, creative talent and of management. Additional Public Directorships (current): • None Mr. Sheresky is a partner at United Talent Agency, where he has served as a motion picture talent agent since June 2009. Mr. Sheresky is responsible for structuring projects and deals in the areas of motion picture and television development, production and distribution. Mr. Sheresky received a BA from Vassar College and an MBA from Harvard Business School. Prior professional roles: From 1992 through 1995, and then from 1997 through May 2009, Mr. Sheresky held a number of positions at the William Morris Agency, a talent agency, most recently Senior Vice President in its Motion Picture Department. During that time, he represented authors, journalists, screenwriters, directors, producers and actors in the motion picture and television businesses. |

  11. PROPOSAL 1: ELECTION OF DIRECTORS

    | Age: 55 Director since: May 2022 Beneficial owner of 11,776 shares INDEPENDENT DIRECTOR Member: • Audit Committee | ELLEN SIMINOFF Key experience and qualifications: Ms. Siminoff was selected to serve on the Board of Directors due to her breadth of professional experiences in emerging growth and technology companies, her backgrounds in marketing and advertising, her knowledge of consumer trends and expertise in corporate and business development, her governance experience as a director of several public companies, and her success in a variety of industries. Additional Public Directorships (current): • BigCommerce Ms. Siminoff is a long-tenured media and technology executive and board member. From 2007 to 2018, she was President and CEO of Shmoop University, an educational publishing company which has built millions of units of content. Ms. Siminoff served as President and CEO of Efficient Frontier, a pioneer in the field of dynamic Search Engine Marketing (SEM) management services (sold to Adobe). Prior to Efficient Frontier, Ms. Siminoff spent six years as a founding executive at Yahoo!. During her tenure, she led Business Development (Vice President, Business Development and Planning), Corporate Development (Senior Vice President, Corporate Development) and ran the Small Business and Entertainment Business units. Ms. Siminoff received a BA from Princeton University and an MBA from Stanford University. Ms. Siminoff received a Master Liberal Arts Extension in Software Engineering from Harvard University- Extension School in 2023. Other board experience: Among other boards and advisory relationships, she currently serves on the board of BigCommerce, a leading SAAS ecommerce platform, and the board of Verifone, a pre-eminent global payments platform. Ms. Siminoff previously served as a member of the board of directors of Zynga Inc. from 2012 to May 2022, when we acquired Zynga. Until April 2022, Ms. Siminoff served on the board of Discovery Education, a global leader in standards-aligned digital curriculum resources and professional learning for K-12 classrooms, and she currently serves on the board of Follett, a privately-held leading provider of educational technology, services, and print and digital content. She has served as a member of the Advisory Board of Stanford University’s Graduate School of Business and serves on the President’s Advisory Council of Princeton University. Ms. Siminoff serves on the Board of Overseers at the Hoover Institution as of September 2022. Other prior board experiences include SolarWinds, US Auto Parts Network, Journal Communications, and Mozilla Corporation, the developers of Firefox browsers. In 2005 she was one of eight industry professionals named “Masters of Information” by Forbes magazine. |

  12. PROPOSAL 1: ELECTION OF DIRECTORS

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  13. PROPOSAL 1: ELECTION OF DIRECTORS

    | Age: 61 Director since: March 2017 Beneficial owner of 10,986 shares INDEPENDENT DIRECTOR Member: • Corporate Governance Committee | LAVERNE SRINIVASAN Key experience and qualifications: Ms. Srinivasan brings to the Board of Directors strong leadership skills, extensive experience leveraging technology in the education and entertainment industries, expertise in human capital management, and deep marketing expertise from her current and previous positions. Ms. Srinivasan is scheduled to become our Lead Independent Director after this year’s annual meeting. Additional Public Directorships (current): • None Ms. Srinivasan is Vice President of the National Program and Program Director for Education at the Carnegie Corporation of New York, employing creative strategies and innovative thinking to strengthen urban education. Since 2014, she has overseen grant making and other activities aimed at engaging parents and communities, improving teaching and leadership for learning, advancing innovative learning environment designs, providing K-12 pathways to college and career success, and fostering integrated approaches to innovation and learning in the field of education. Ms. Srinivasan received a BA from Harvard College and a JD from Harvard Law School. Prior professional roles: From 2012 through 2014, Ms. Srinivasan was the Co-Founder of Fiero Now, an education technology company. Prior to Fiero Now, she worked at various educational technology, urban district change, and non-profit education reform companies, including Time to Know, Education Champions for All and New Leaders for New Schools. From 2003 through 2006, Ms. Srinivasan served as Deputy Chancellor for the New York City Department of Education. In addition, from 1993 through 2003, she served in various roles at BMG Entertainment, including as Senior Vice President and General Counsel. Other board experience: Ms. Srinivasan serves on the national advisory board of College Promise Campaign, the advisory boards of National Education Equity Lab, EdTech Evidence Exchange, Global Science of Learning for Education Network, Grant Makers for Educations, and Educational Testing Service, and was a founding member of the Consortium for Policy Research in Education’s task force on Strategic Management of Human Capital. |

  14. PROPOSAL 1: ELECTION OF DIRECTORS

    | Age: 61 Director since: March 2014 Beneficial owner of 28,045 shares INDEPENDENT DIRECTOR Chair: • Audit Committee Member: • Audit Committee | SUSAN TOLSON Key experience and qualifications: Ms. Tolson brings to the Board of Directors significant experience in entertainment and financial/investment matters from her previous positions, together with her existing current service as a director of both for profit and nonprofit organizations. Additional Public Directorships (current): • Worldline E-Payments Services • OUTFRONT Media Inc. Ms. Tolson is a financial executive with more than 20 years of experience in the financial services industry. Ms. Tolson worked at Capital Research and Management Company and Capital Research Company, subsidiaries of The Capital Group Companies, Inc., from 1990 to 2010. She served in various capacities, including Senior Vice President and Portfolio Manager. Before joining Capital Research, Ms. Tolson was an Investment Officer at Aetna Investment Management Company, making private investments in media and entertainment companies. Ms. Tolson received a BA from Smith College and an MBA from Harvard Business School. Other board experience: Ms. Tolson was a member of the board and audit committee of Groupe Lagardère until July 2021; a member of the board and audit committee of the American Cinematheque until May 2018; a trustee and member of the business affairs committee of The American University of Paris until 2014; and a member of the board and audit committee of American Media until 2014. |

  15. PROPOSAL 1: ELECTION OF DIRECTORS

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  16. PROPOSAL 1: ELECTION OF DIRECTORS

    | Age: 64 Director since: May 2018 Beneficial owner of 86,761 shares INDEPENDENT DIRECTOR Member: • Audit Committee | PAUL VIERA Key experience and qualifications: Mr. Viera brings to the Board of Directors proven leadership skills, vast business experience and financial acumen. Additional Public Directorships (current): • None Mr. Viera is the Founder and Chief Executive Officer of Earnest Partners, a global investment firm responsible for overseeing over $20 billion for municipalities, states, corporations, endowments, and universities. Prior to founding Earnest Partners in 1998, Mr. Viera was a Vice President at Bankers Trust in both New York and London and later joined Invesco, where he became a global partner and senior member of its investment team. Mr. Viera received a BA from the University of Michigan and an MBA from Harvard Business School. Other board experience: Mr. Viera serves as a Trustee of the Woodruff Arts Center in Atlanta, Georgia and as a member of its investment committee. He is also a member of the boards of directors of CBH Electronic Research Ltd., the board of directors of DeepCare, the Board of Dean’s Advisors for Harvard Business School, the Council on Foreign Relations, the Carter Center Board of Councilors, the National Center for Human & Civil Rights, and the University of Michigan School of Information External Advisory Board. |

  17. PROPOSAL 1: ELECTION OF DIRECTORS

    | Age: 66 Director since: March 2007 Beneficial owner of 1,555,814 shares CHAIRMAN AND CEO Member: • Executive Committee | STRAUSS ZELNICK Key experience and qualifications: Mr. Zelnick provides the Company’s Board of Directors with valuable insight in organization and management obtained from his experiences, including acting as Executive Chairman and CEO of the Company. Additional Public Directorships (current): • Starwood Property Trust, Inc. Mr. Zelnick has been Chairman of the Company since March 2007, Executive Chairman of the Board of Directors since February 2008 and Chief Executive Officer of the Company since January 2011. Mr. Zelnick also is founder of and a partner in Zelnick Media Capital, a leading media focused private equity firm. Mr. Zelnick serves as Executive Chairman of the Board of Directors and Chief Executive Officer of the Company pursuant to the terms of the Management Agreement between the Company and ZMC. See “Certain Relationships and Related Transactions—Management Agreement.” Mr. Zelnick received a BA from Wesleyan University, a JD from Harvard Law School and an MBA from Harvard University Graduate School of Business Administration. Prior executive roles: Mr. Zelnick served as Executive Chairman of Direct Holdings Worldwide, Inc., the parent company of Time Life and Lillian Vernon, until the company was sold to Reader’s Digest on March 2, 2007. Prior to forming Zelnick Media Capital, Mr. Zelnick was President and Chief Executive Officer of BMG Entertainment, a $4.7 billion music and entertainment company with more than 200 record labels and operations in 54 countries. Mr. Zelnick’s appointment as President and Chief Executive Officer of BMG Entertainment followed his tenure as President and Chief Executive Officer of BMG’s North American business unit from 1994 through 1998. Before joining BMG Entertainment, Mr. Zelnick was President and Chief Executive Officer of Crystal Dynamics, a leading producer and distributor of interactive game software. Prior to that, he spent four years as President and Chief Operating Officer of 20th Century Fox, where he managed all aspects of its worldwide motion picture and distribution business. Previously, he spent three years at Vestron Inc. as a senior executive, and rose to become President and Chief Operating Officer. Mr. Zelnick also served as Vice President, International Television Sales, for Columbia Pictures. Other board experience: Mr. Zelnick serves as a member of the board of directors of the Entertainment Software Association, for which he served as Chairman from July 2014 to July 2017. From September 2018 to December 2019, Mr. Zelnick served on the board of ViacomCBS Inc. (formerly known as CBS Corporation), a public company, and as a member of its compensation committee and nominating and governance committee. He also served as the non-executive interim chairman of the CBS board from October 2018 until December 2019. Mr. Zelnick is also an associate member of the National Academy of Recording Arts and Sciences and served on the board of directors of the Recording Industry Association of America and the Motion Picture Association of America. |

  18. PROPOSAL 1: ELECTION OF DIRECTORS

    | TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2023 Proxy Statement | 17 |

  19. PROPOSAL 1: ELECTION OF DIRECTORS

    Each director nominee for our Board of Directors is highly qualified and brings a diversity of skills and experiences to our boardroom. These skills are relevant to our business and enable the Board of Directors to provide strong oversight and effectively oversee management’s execution of strategy.

  20. PROPOSAL 1: ELECTION OF DIRECTORS

    | TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2023 Proxy Statement | 18 |

  21. Business Highlights

    Our strong financial performance in fiscal 2023 also reflects the strategic steps management has taken in the past several years to fortify our balance sheet, grow and diversify our franchise portfolio, and reduce costs. The following line graph compares, from March 31, 2018 through March 31, 2023, the cumulative total shareholder return (“TSR”) on our common stock with the cumulative TSR on (1) the stocks comprising the Nasdaq Composite Index, (2) the stocks comprising a performance peer group index of our two most direct competitors - Activision Blizzard, Inc. and Electronic Arts Inc., (3) the stocks comprising the S&P 500 Index, and (4) the RDG Technology Composite Index which will, in subsequent years, replace the current performance peer group index. This change to the RDG Technology Composite Index is being made to compare Take-Two to a broader group of companies in our industry using a published industry index. Both Activision Blizzard and Electronic Arts are included in the broader RDG Technology Composite Index. The comparison assumes $100 was invested on March 31, 2018 and tracks it through March 31, 2023.

  22. 2022 Say-on-Pay Vote

    | What We Heard | How We Responded | | Concerns regarding the goal-setting rigor of our annual cash incentive program, including the number of times goals were set below the prior year’s achievement and the number of times that maximum or near maximum awards had been achieved | In response to feedback from shareholders, the Board of Directors conducted a full evaluation of its approach to goal setting, is committed to setting rigorous targets and believes recent actions and outcomes illustrate this commitment. • Increased Rigor of Fiscal 2023 Goal: Our fiscal 2023 Adjusted EBITDA goal, which considers Zynga’s business on a pro rata basis, was higher than both our actual Adjusted EBITDA for fiscal 2022 and our maximum Adjusted EBITDA performance goal for fiscal 2022. • Maintained Performance Linked Goals: Although our fiscal 2023 Adjusted EBITDA results outperformed our fiscal 2022 Adjusted EBITDA results, we achieved less than 80% of our fiscal 2023 target Adjusted EBITDA, and as a result there were no payouts to ZMC or our other NEOs under our fiscal 2023 annual incentive plan. • Set Fiscal 2024 Goal Above Fiscal 2023 Actual: Our fiscal 2024 Adjusted EBITDA target is set higher than our actual Adjusted EBITDA achievement in fiscal 2023. Going forward, we anticipate being able to set Adjusted EBITDA targets that are higher than the prior year’s actual achievement on a more consistent basis, as a result of the Zynga acquisition and our continued organic growth. | | Preference for enhanced disclosure of the goal setting process | Included detailed disclosure regarding the Board of Directors’ target-setting process and added disclosure regarding how we performed relative to target. In particular, we noted that key factors considered in setting the target for fiscal 2023 included: • Our expected product releases, including the expected timing of releases and the fact that several of the releases were based on new IP; • A continuation of the heightened level of player engagement post-pandemic, though not at the record levels experienced in fiscal 2021; and • The incorporation of Zynga into our organization on a pro rata basis, including the recognition of certain synergy targets that could be gained from the integration. Key factors considered for setting the target for fiscal 2024 included: (i) Meeting the expected timing of product releases, several of which are based on new IP; (ii) Executing on our cost containment initiative for fiscal 2024; and (iii) Navigating the challenging macroeconomic backdrop. Please see the below sections titled “Annual Incentive Plan Target Setting” and “Annual Incentive Plan Achievement” on page 36. |

  23. 2022 Management Agreement with ZMC

    | 2022 Management Agreement with ZMC | | | What We Heard | How We Responded | | Place more compensation at risk | Increased the percentage of performance-based compensation from 71% to 77%, across both Annual Incentive and LTI awards. | | Increase the proportion of performance-based equity | Increased the proportion of performance-based equity from 55% to 67%. | | Lengthen the performance and vesting periods for performance-based equity awards | Lengthened the measurement and vesting periods for performance-based equity from two to three years. | | Extend the vesting periods of time-based equity | Lengthened the vesting period for time-based equity from two-year cliff vesting to ratable vesting over three years. | | Maintain rigorous relative TSR metrics | Maintained 75% weighting of relative TSR metric and maintained rigorous performance threshold. Our TSR performance threshold requires performance above the 40th percentile relative to the comparator index to commence vesting, performance at the 50th percentile to achieve the target number of shares, and achievement at the 75th percentile or above to receive the maximum number of shares. As a result of these rigorous performance metrics, in fiscal 2023, ZMC forfeited 55,126 TSR-based performance RSUs, representing 38% of the maximum TSR-based performance equity opportunity. |

  24. Transition Award Rationale and Structure

    Transition Award Rationale and Structure Shareholders asked for disclosure explaining the rationale and structure of the transition awards that were made in June 2022 under the 2022 Management Agreement. The purpose of these one-time transition awards was to fill certain short-term gaps in vesting and value created by the transition from our 2017 Management Agreement to our 2022 Management Agreement as illustrated by the following chart and described in more detail below: Vesting gap grants. The extension of the equity vesting period from two to three years created a one-time gap in vesting opportunity for fiscal 2025 and fiscal 2026. The Compensation Committee believed it was important to establish continued vesting and earning opportunity during this gap period to align executives’ compensation opportunity with the larger and more complex nature of our business since the closing of the Zynga acquisition, and took action to meaningfully increase the performance weighting to better align incentives with shareholder value. These grants fill in those gaps, such that the vesting opportunity contemplated under the 2022 Management Agreement commences with fiscal 2025 as illustrated in the above chart. Specifically, the transition awards cliff vest in two and three years, respectively, and are otherwise entirely structured in accordance with the updated criteria in

  25. Fiscal 2023 Variable Compensation Targets and Performance Achievement

    | Incentive Component | Financial Performance Metrics | 2023 Performance Threshold | 2023 Performance Target | 2023 Performance Maximum | | Annual Incentive | Adjusted EBITDA | | | | | Performance-Based RSUs (Fiscal 2023 Grant) | Relative TSR | | | | | | | * Relative TSR is measured over the two- or three-year period ending March 31, 2024 or March 31, 2025, as applicable. | | |

  26. Annual Incentive Plan Target Setting

    Annual Incentive Plan Target Setting Our Compensation Committee establishes the annual cash incentive based solely on performance against a budgeted Adjusted EBITDA (a non-GAAP measure calculated by taking GAAP net income recorded for the Company, adding back or subtracting the net effect from deferral in net revenues and related costs of goods sold, impact of business reorganization, one-time gains or losses on long-term investments, acquisition related costs, stock based compensation, interest, depreciation, amortization and tax expenses) goal set at the beginning of each fiscal year. Refer to Annex A herein for a reconciliation of GAAP net income to the Adjusted EBITDA measure discussed above. There is no discretionary element to this goal, and the Compensation Committee uses the same Adjusted EBITDA goal in our internal executive pay program. We believe Adjusted EBITDA is an objective measure that focuses our executives on operating growth and profitability. In setting an Adjusted EBITDA target, the Board of Directors works closely with management as part of an iterative process to set the budget and determine an appropriate target that aligns with the Company’s goals and objectives for the upcoming fiscal year. The Board of Directors is guided by a philosophy to set rigorous, yet achievable goals that contain appropriate stretch to motivate outperformance. The factors considered in determining the appropriate annual Adjusted EBITDA target include the Company’s projected annual release schedule, whether the releases are new IP or iterations of established IP, the Company’s expected investment in future research and development, and an analysis of the risks and opportunities for the upcoming fiscal year. Because release schedules, investment amounts, and expected risks and opportunities differ year over year, a rigorous target that provides an appropriate incentive for the Company’s executives will vary from year to year. In setting our fiscal 2023 Adjusted EBITDA targets, the Board of Directors specifically considered, among other factors:

  27. Annual Incentive Plan Target Setting

    | • | Our expected product releases, including the expected timing of releases and the fact that several of the releases were based on new IP; | | • | A continuation of the heightened level of player engagement post-pandemic, though not at the record levels experienced in fiscal 2021; and | | • | The incorporation of Zynga into our organization on a pro rata basis, including the recognition of certain synergy targets that could be gained from the integration. |

  28. Annual Incentive Plan Target Setting

    As a result of these considerations, the fiscal 2023 Adjusted EBITDA target was set at a level above both the actual Adjusted EBITDA achieved in fiscal 2022, and the maximum performance goal for fiscal 2022.

  29. Annual Incentive Plan Achievement

    Annual Incentive Plan Achievement Target Adjusted EBITDA for fiscal 2023 was $1.188 billion and the Company achieved actual Adjusted EBITDA of $940.6 million. This Adjusted EBITDA achievement level reflects a 14% increase over last year’s Adjusted EBITDA achievement and was the result of the successful integration of Zynga, strong catalogue execution throughout the

  30. Annual Incentive Plan Achievement

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  31. Annual Incentive Plan Achievement

    year, and targeted cost containment, but it fell short of the threshold amount of 80% of our fiscal 2023 Adjusted EBITDA target due to the following factors:

  32. Annual Incentive Plan Achievement

    | • | Certain titles on our release schedule moved to later in the fiscal year or outside of the fiscal year; | | • | We incurred write-offs for certain titles that we decided not to move forward with in accordance with our normal portfolio reviews; | | • | Unfavorable macroeconomic and market conditions, which negatively impacted both our mobile and console/ PC business; and | | • | Certain of our releases based on new IP underperformed our expectations. |

  33. Annual Incentive Plan Achievement

    As a result, ZMC and our other NEOs did not receive any bonus payout under the fiscal 2023 annual incentive plan. For further discussion of our results for fiscal 2023, see the above section titled “Select Fiscal 2023 Performance Highlights.”

  34. ZMC Management Agreement

    | ZMC Management Agreement Enhancements | | | | Structural Element | 2017 Management Agreement | 2022 Management Agreement | | Percentage of at-risk compensation (across both Annual Incentive and LTI awards) | 71% | 77% | | Proportion of performance-based equity | 55% | 67% | | Measurement and vesting period of performance-based equity awards | Two years | Three years | | Vesting period of time-based equity | Two-year cliff vesting | Three-year ratable vesting | | Percentage of performance-based equity tied to Relative TSR, RCS and IP metrics | 75% Relative TSR 12.5% RCS 12.5% IP | 75% Relative TSR 25% RCS | | Relative TSR Peer Group | Nasdaq Composite Index | Nasdaq-100 Index | | Rigorous Relative TSR Thresholds | 40th percentile minimum 50th percentile target 75th percentile or above maximum | Same | | Increased Transparency | 60% cap on fees paid by ZMC to Mr. Zelnick 40% cap on fees paid by ZMC to Mr. Slatoff | Same |

  35. NEO Compensation Structure and Pay-for-Performance Principles

    NEO Compensation Structure and Pay-for-Performance Principles The Compensation Committee has developed compensation programs and arrangements designed to place a substantial portion of our executives’ compensation at risk based on Company performance. Equity awards are a key element in the compensation of our executives, as well as creative talent throughout the organization. The Compensation Committee believes equity awards create strong linkage between our executives and the long-term performance of our Company as well as the interests of our shareholders. In fiscal 2023, the Compensation Committee increased the percentage of performance awards from 55% to 67% of the annual equity grants to ZMC, based on feedback received from shareholders, significantly increasing the portion of equity awards that are “at risk”. Also based on feedback from shareholders, the Compensation Committee increased the performance periods for the performance awards issuable to all our NEOs from two to three years to ensure alignment with long-term shareholder value.

  36. Compensation to Executive Chairman and CEO and President

    The following table summarizes the compensation components of the 2022 Management Agreement for compensation in fiscal 2023 (noting that, for fiscal 2023, the RSU grant made in April 2022 was under the 2017 Management Agreement and one of the RSU grants made in June 2022 had two-year performance-based vesting terms, as discussed below under “Certain Relationships and Related Transactions—Management Agreement”):

  37. Compensation to Executive Chairman and CEO and President

    | Compensation Component | % Linked to Performance | Delivery From | Performance Link | Performance Measurement/ Vesting Period | | Annual Management Fee | — | Cash | — | — | | Annual Incentive | 100% | Cash | Adjusted EBITDA(1) | 1 year | | Long-Term Incentive (Equity Grants) | 67% at target 80% at maximum | Time-Based Awards(2) | — | 3-year ratable vesting | | | | Performance-Based Awards | 75%: Relative TSR Performance(3) 25%: Recurrent Consumer Spending Performance(4) | 3-year measurement period 3-year cliff vest |

  38. Compensation to Executive Chairman and CEO and President

    | (1) The table below describes the payout schedule for the annual incentive opportunity, with proration on a straight-line basis between the amounts listed: |

  39. Compensation to Executive Chairman and CEO and President

    | Percentage of Adjusted EBITDA Target Obtained | Amount of Annual Bonus | | 80% or less | $0 | | 90% | $3,300,000 | | 100% | $6,600,000 | | 110% | $8,014,286 | | 120% | $9,428,572 | | 130% | $10,685,714 | | 140% | $11,942.858 | | 150% | $13,200,000 | | Above 150% | $13,200,000 |

  40. Compensation to Executive Chairman and CEO and President

    | (2) Awards will vest on: (i) April 13, 2024, for the grant made on April 13, 2022; (ii) 1/3rd on each of June 1, 2023, June 1, 2024, and June 1, 2025 for one of the grants made on June 1, 2022; (iii) June 1, 2024, for one of the grants made on June 1, 2022; and (iv) June 1, 2025, for one of the grants made on June 1, 2022, in each case provided that the Management Agreement has not been terminated prior to such date. | | (3) Relative TSR performance-based vesting is a function of the Company’s TSR during the performance period, which commenced on June 1, 2022 and ends on March 31, 2025 (which is the end of third fiscal year during such period), as compared to the TSR generated by the companies that comprise the Nasdaq 100 Index on the first day of the performance period. We use the Nasdaq 100 Index for this purpose, rather than a narrow peer group, given the small size of our public company compensation peer group and the stock price volatility of those peers. The table below describes the vesting schedule for the performance-based equity based on achievement of relative TSR over such performance period, with proration on a straight-line basis between the amounts listed: |

  41. Compensation to Executive Chairman and CEO and President

    | (4) Recurrent Consumer Spending performance-based vesting is determined by comparing the following two measurements and using the measurement that results in the greatest number of RSUs vesting: (i) the percentage change between the Recurrent Consumer Spending for the base fiscal year (which is the fiscal year prior to the fiscal year in which the grant was made) and the three-year average Recurrent Consumer Spending for the three fiscal years following the base fiscal year (“Absolute Recurrent Consumer Spending Growth”) and (ii) the three-year average Recurrent Consumer Spending the three fiscal years following the base fiscal year as a percentage of the three-year average total net bookings for the same period (“Relative Recurrent Consumer Spending”). Recurrent Consumer Spending is defined as the consolidated net bookings generated by the Company that are supplemental to the sale of any full game release from the sale of virtual currency, add-on content, in-game purchases and similar items, calculated on a basis consistent with how the Company calculates recurrent consumer spending for its management reporting. The table below describes the vesting schedule for the Recurrent Consumer Spending performance-based shares (with the measurement that results in the greatest number of RSUs vesting being determinative): |

  42. Compensation to Executive Chairman and CEO and President

    | Absolute Recurrent Consumer Spending Growth (during the relevant measurement period) | Absolute Recurrent Consumer Spending Vesting Percentage | | Less than 3% | 0% of target shares | | 3% | 50% of target shares | | 6% | 100% of target shares | | 9% or greater | 200% of target shares | | Relative Recurrent Consumer Spending (as a percentage of three-year average total net bookings) | Relative Recurrent Consumer Spending Vesting Percentage | | Less than 45% | 0% of target shares | | 45% | 50% of target shares | | 50% | 100% of target shares | | 55% or greater | 200% of target shares |

  43. Compensation of Other Named Executive Officers

    Compensation of Other Named Executive Officers In fiscal 2023, Ms. Goldstein and Mr. Emerson were compensated through three primary components: base salary, annual incentive and long-term incentives, the majority of such compensation was performance-based and weighted toward long-term incentives.

  44. Compensation of Other Named Executive Officers

    | Compensation Component | % Linked to Performance | Delivery Form | Performance Link | | Annual Base Salary | — | Cash | — | | Annual Incentive | 100% | Cash | Adjusted EBITDA | | Long-Term Incentive (RSUs) | 66.7% at target 80% at maximum | Time-Based Awards(1) | — | | | | Performance-Based Awards(2) | Relative TSR |

  45. Compensation of Other Named Executive Officers

    | (1) Awards will vest, subject to continued employment, over four years with one-quarter vesting commencing in the year following the year in which such grants were made on a date determined by the Compensation Committee at the time of grant and then in 12 equal quarterly installments thereafter. For example, the time-based portion of the RSUs granted to Ms. Goldstein and Mr. Emerson on June 1, 2022, vested 25% on June 1, 2023 and thereafter will vest, if at all, in 12 equal quarterly installments commencing on September 1, 2023. | | (2) Performance-based awards that are earned (based on relative TSR performance over a three-year performance period, determined in the same manner as under the Management Agreement, as described above) will vest in one installment in the third year following the year in which such grants were made on a date determined by the Compensation Committee at the time of grant. For example, the performance-based portion of the RSUs granted to Ms. Goldstein and Mr. Emerson on June 1, 2022, will cliff vest, if at all, on June 1, 2025. |

  46. Highlights of Compensation Governance Practices

    | Clawback policy applicable to NEOs, including ZMC Incentive caps on annual bonuses to NEOs Strong anti-hedging and anti-pledging policies Double-trigger acceleration of vesting on a change in control Meaningful stock ownership requirements (6x per annum management fee (excluding any bonuses) for each of CEO/Chairman and President; 3x annual base salary for other NEOs; and 5x annual cash retainer for directors) | Equity incentive plan provisions that prohibit re-pricing of stock options without shareholder approval Limited perquisites No tax gross ups in respect of any excise taxes on parachute payments Annual compensation risk assessment for employee plans Retention of independent compensation consultants by the Compensation Committee Balanced compensation approach between short-and long-term incentive opportunities |

  47. Detailed Discussion and Analysis

    | I. | Objectives and Philosophy of Executive Compensation | | II. | Competitive Market Positioning | | III. | Compensation to Executive Chairman and CEO and President | | IV. | Other NEO Compensation | | V. | Principal Elements of Non-ZMC Related Executive Compensation | | VI. | Operation of the Compensation Committee | | VII. | Compensation Governance Practices |

  48. I. Objectives and Philosophy of Executive Compensation

    | Enhance the profitability of the Company and drive shareholder value creation; Link a substantial portion of compensation to the Company’s long-term financial and stock price performance, thereby creating long-term shareholder value; Attract, motivate, and retain highly qualified individuals; | Reward each NEO’s contribution to the Company’s profitability and growth; individual initiative, leadership and achievements; and management of risks; and Motivate NEOs to build a career at the Company and to contribute to our future success. |

  49. II. Competitive Market Positioning

    II. Competitive Market Positioning The Compensation Committee determines pay levels for our NEOs based on a number of factors, including the individual’s role and responsibilities within the Company, the individual’s experience and expertise, historical compensation actually realized by the individual, pay levels in the marketplace for similar positions, and performance of the individual and the Company as a whole. In determining pay levels, the Compensation Committee considers all forms of compensation and benefits, including the mix thereof. After consideration of data collected on external competitive levels of compensation and internal relationships within the executive group, the Compensation Committee makes decisions regarding each individual NEO’s target total compensation opportunity based on the need to attract, motivate and retain an experienced and effective management team. Each year, the Compensation Committee reviews and approves the peer group companies that are used to evaluate competitive market compensation. In doing so, the Compensation Committee seeks to approve a peer group that is representative of the sector in which we operate and includes companies with similar revenue and market capitalization as Take-Two. As such, to support development of our incentive program for fiscal 2023, Frederic W. Cook & Co., Inc. (“FW Cook”) performed a peer group analysis in May and June 2022 and recommended certain adjustments to the peer group, which were adopted by our Compensation Committee. In adopting the updated peer group for fiscal 2023, the Compensation Committee considered that the anticipated post-Zynga combination size of the Company was at the 48th percentile with respect to trailing four quarters revenue and the 64th percentile with respect to market capitalization when compared with the updated fiscal 2023 peers.

  50. II. Competitive Market Positioning

    | TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2023 Proxy Statement | 42 |

  51. Fiscal 2023 Peer Group

    Fiscal 2023 Peer Group The peer group used to evaluate competitive market compensation of NEOs for fiscal 2023 was composed of the following 16 companies:

  52. Fiscal 2023 Peer Group

    | Videogame | Internet & Technology | | Entertainment & Leisure | | • Activision Blizzard Inc. | • Booking Holdings Inc.* | • Peloton Interactive, Inc. | • Fox Corporation* | | • Electronic Arts Inc. | • eBay Inc.* | • Roku, Inc. | • Hasbro, Inc. | | • Playtika Ltd.* | • Expedia Group, Inc.* | • Sirius XM Holdings Inc. | • Paramount Global* | | | • Match Group, Inc. | • Twitter, Inc.* | • Mattel, Inc. | | | | | • Warner Music Group Corp.* |

  53. Fiscal 2023 Peer Group

    | * Added to peer group for fiscal 2023 |

  54. Fiscal 2023 Peer Group

    While the Compensation Committee believes that the peer group consists of a collection of companies for which executive compensation information is publicly available that are most comparable to the Company, the Compensation Committee understands that Take-Two has a limited number of direct competitors in the videogame industry and that many of the Company’s competitors are either privately held and/or incorporated in foreign jurisdictions which do not require public disclosure of executive compensation. This dynamic creates added challenges when constructing a statistically reliable set of peers and requires that the Company both include the few direct competitors it has in the group, even if larger, and to expand its pool of potential peer companies to those that are tangentially related to the Company (i.e., internet and technology, and entertainment and leisure companies) but with which we do compete to attract and retain talent. While imperfect, the Compensation Committee believes the peer group selected is representative of the sector in which the Company operates, and includes a balanced set of companies with similar revenue and market capitalization as Take-Two. As a result, the companies indicated in the table above were added to the fiscal 2023 peer group and the following companies were removed: AMC Networks, Inc., Autodesk Inc., Fair Isaac Corporation, IAC/InterActiveCorp, Light & Wonder, Inc. f/k/a Scientific Games Corporation, Lions Gate Entertainment Corp., Norton LifeLock Inc., and Zynga Inc. For fiscal 2024, as part of its annual review process, the Compensation Committee worked with FW Cook to review the peer group in March 2023, and determined to remove Twitter, Inc. (following its take-private acquisition), and to add Roblox Corporation.

  55. III. Compensation to Executive Chairman and CEO and President

    | • | Lengthened the performance measurement and vesting periods of performance-based equity. The RCS and relative TSR performance measurement and vesting periods have each been lengthened from two years to three years. |

  56. III. Compensation to Executive Chairman and CEO and President

    | • | Lengthened the vesting period for time-based equity. The vesting schedule for the time-based awards have been lengthened from two-year cliff vesting to ratable vesting over three years. |

  57. III. Compensation to Executive Chairman and CEO and President

    | • | Relative TSR metric updated to the Nasdaq-100 Index. The comparator group used for purposes of the relative TSR performance-based RSUs has moved from the Nasdaq Composite Index to the Nasdaq-100 Index. |

  58. III. Compensation to Executive Chairman and CEO and President

    | • | Rigorous relative TSR thresholds. We maintained a minimum threshold of 40th percentile relative performance before any of the TSR shares begin to vest. We also maintained a target threshold of 50th percentile relative performance and a maximum threshold of 75th percentile relative performance. The relative TSR performance payout schedule reflects the Board of Directors’ continued commitment to a strong pay for perfomance approach with rigorous multi-year goal setting that in most cases exceeds minimum performance thresholds in place among our compensation peers. |

  59. III. Compensation to Executive Chairman and CEO and President

    | • | No TSR “catch-up” provision. Performance-based equity grants are based solely on relative TSR and RCS performance and do not include any TSR “catch-up” opportunity. |

  60. III. Compensation to Executive Chairman and CEO and President

    | • | Continued annual grant structure. Agreements prior to the 2017 Management Agreement included an up-front equity grant at the commencement of the agreement. The 2022 Management Agreement, like the 2017 Management Agreement, has an annual equity grant structure, including an initial grant that was made on June 1, 2022 in respect of our fiscal year 2023, and the choice, in its discretion, for the Compensation Committee to grant additional annual equity awards in respect of subsequent fiscal years. |

  61. Services Provided by ZMC

    | • | Elevated market positioning due to the industry relationships of ZMC. |

  62. Fiscal 2023 Fees and Incentives to ZMC

    Fiscal 2023 Fees and Incentives to ZMC During fiscal 2023, in accordance with the 2017 Management Agreement and 2022 Management Agreement, ZMC received an annual management fee, had the opportunity to receive an annual performance-based incentive, the payment of which is linked solely to an objective company performance measure, and received a long-term incentive equity grant in a combination of time-based vesting RSUs and performance-based vesting RSUs. Compensation to ZMC in fiscal 2023 under the 2017 Management Agreement and the 2022 Management Agreement is summarized below:

  63. Fiscal 2023 Fees and Incentives to ZMC

    | Annual Management Fee | Annual Incentive Compensation | Performance- Based RSUs | Time-Based RSUs | Total Compensation | | $3,228,495(1) | $0(2) | $43,806,481(3) | $25,315,742(4) | $72,350,718 |

  64. Compensation of Mr. Zelnick and Mr. Slatoff

    | | Minimum | | Target | | Maximum | | | | • | ≤80% Adjusted EBITDA Goal | • | 100% Adjusted EBITDA Goal | • | ≥150% Adjusted EBITDA Goal | | | • | <40th Percentile Relative TSR | • | 50th Percentile Relative TSR | • | ≥75th Percentile Relative TSR | | | • | Min Recurrent Consumer Spending Goal | • | Target Recurrent Consumer Spending Goal | • | Max Recurrent Consumer Spending Goal | | Annual Management Fee | | $3,300,000 | | $3,300,000 | | $3,300,000 | | Annual Incentive Metric: Adjusted EBITDA | | $0 | | $6,600,000 | | $13,200,000 | | Time-Based RSUs(1) | | $12,409,320 | | $12,409,320 | | $12,409,320 | | Performance-Based RSUs Metrics: TSR and Recurrent Consumer Spending Performance(1) | | $0 | | $25,194,680 | | $50,389,360 | | Total Compensation Opportunity | | $15,709,320 | | $47,504,000 | | $79,298,680 | | Maximum Opportunity at Each Performance Level | | | | | | |

  65. Compensation of Mr. Zelnick and Mr. Slatoff

    | (1) For purposes of this illustrative table, includes the planning values for the time-based and performance-based RSUs granted to ZMC in June 2023. |

  66. Performance Equity Vesting Achievement

    | • | On April 13, 2022, ZMC forfeited 55,126 shares, representing 33% of the maximum performance equity opportunity of performance-based RSUs due to the failure to meet certain performance conditions. | | • | On April 13, 2023, ZMC forfeited 40,985 shares, representing 44% of the maximum performance equity opportunity of performance-based RSUs due to the failure to meet certain performance conditions. |

  67. Annual Incentive Plan Achievement

    Annual Incentive Plan Achievement

  68. Annual Incentive Plan Achievement

    | • | In fiscal 2022, ZMC received less than the maximum potential cash bonus under our annual incentive plan due to not achieving the maximum Adjusted EBITDA goal. | | • | In fiscal 2023, ZMC did not earn a cash bonus under our annual incentive plan due to not achieving the threshold Adjusted EBITDA goal. |

  69. Annual Incentive Plan Achievement

    Additionally, the compensation received by ZMC and the other NEOs is strongly aligned with the Company’s performance on TSR during the same period as evidenced by our ranking in the top quartile (above 75th percentile) of all companies in the Nasdaq Composite Index for the two-year measurement period that ended on March 31, 2021 and the top half (above 50th percentile) of the two-year measurement periods that ended on each of March 31, 2022 and March 31, 2023.

  70. Annual Incentive Plan Achievement

    | TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2023 Proxy Statement | 46 |

  71. Compensation Overview

    | | Base Salary | Target Annual Cash Bonus Opportunity (based on Adjusted EBITDA) | Target Equity Incentive Opportunity (66.7% subject to performance vesting) | | Ms. Goldstein | $1,000,000 | $1,500,000 (150% of base salary) | $6,120,000 | | Mr. Emerson | $850,000 | $1,062,500 (125% of base salary) | $4,200,000 |

  72. Pay Elements—Overview

    | Direct Compensation Elements | Indirect Compensation Elements | | Base Salary | Other Compensation/Employee Benefits | | Annual Cash Incentive | Severance and Change in Control Protection | | Long-Term Equity Incentives | |

  73. Annual Cash Incentive

    Annual Cash Incentive The Compensation Committee has the authority to award annual performance-based cash bonuses to the NEOs pursuant to their employment agreements with the Company. The Compensation Committee believes that an annual performance-based bonus opportunity provides the incentives necessary to retain our NEOs and reward them for their attainment of the Company’s business goals. Annual bonus awards for Ms. Goldstein and Mr. Emerson are 100% performance-based and solely dependent on achievement of budgeted Adjusted EBITDA for the applicable fiscal year. Budgeted Adjusted EBITDA targets are pre-determined at the beginning of the applicable fiscal year. The Compensation Committee believes that using budgeted Adjusted EBITDA as the core performance metric in the annual bonus design represents an appropriate measure of the Company’s performance and an appropriate way to align NEOs’ short-term incentives with our shareholders’ interests. For a description of the Board’s target-setting process as well as disclosure regarding how we fared against that target please see the above sections titled “Annual Incentive Plan Target Setting” and “Annual Incentive Plan Achievement” on page __. Bonus amounts for Ms. Goldstein and Mr. Emerson in fiscal 2023 were a function of Adjusted EBITDA relative to target, as set forth in the following table:

  74. Annual Cash Incentive

    | Adjusted EBITDA Achievement | Annual Bonus for Mr. Emerson | Annual Bonus for Ms. Goldstein | | Less than 80% of the budget | No bonus earned | No bonus earned | | 80% - 100% of the budget | 45% - 125% of base salary | 54% - 150% of base salary | | 100% - 120% of the budget | 125% - 175% of base salary | 150% - 210% of base salary | | 120% - 150% of the budget | 175% - 250% of base salary | 210% - 300% of base salary | | Greater than 150% of the budget | Capped at 250% of base salary | Capped at 300% of base salary |

  75. Annual Cash Incentive

    Budgeted Adjusted EBITDA for fiscal 2023 was $1,187.6 million and the Company achieved actual Adjusted EBITDA of $940.6 million. This Adjusted EBITDA achievement was approximately 79.2% of the budgeted Adjusted EBITDA, which was less than the threshold of 80% of the budgeted Adjusted EBITDA, and therefore Ms. Goldstein and Mr. Emerson did not receive an annual cash bonus for fiscal 2023.

  76. Annual Cash Incentive

    | | Annual Salary | Target Bonus | Maximum Bonus | Actual Bonus | | Ms. Goldstein | $1,000,000 | $1,500,000 (150% of base salary) | $3,000,000 (300% of base salary) | $0 | | Mr. Emerson | $850,000 | $1,062,500 (125% of base salary) | $2,125,000 (250% of base salary) | $0 |

  77. Long-Term Equity Incentives

    Long-Term Equity Incentives Equity is an essential tool to attract and retain highly-skilled employees, including key creative and technical talent, and it aligns the interests of creative employees with our shareholders. Our creative employees at our labels drive our business, are critical to our continued success, and help us build shareholder value. We also believe that equity-based awards are an important factor in aligning the long-term financial interests of the NEOs and certain other employees of the Company with its shareholders. The Compensation Committee continually evaluates the use of equity-based awards and intends to continue to use such awards in the future as part of designing and administering the Company’s compensation program. Equity-based awards are generally granted to new key employees on a quarterly basis following the commencement of employment and to existing key employees on an annual basis and following a significant change in job responsibilities or to meet other special retention objectives. Our compensation program design, and in particular the use of equity awards as a key incentive element, establishes strong links between our creative teams and long-term value creation for shareholders. Our long-term equity incentive program reflects the importance of creative talent to our business and allows Take-Two to retain and incentivize key talent. All grants made to employees, including the NEOs, are approved by the Compensation Committee. The current outstanding awards granted to our NEOs are governed by the Company’s 2017 Stock Incentive Plan, as amended and restated (the “2017 Plan”), which is discussed further in “Executive Compensation—Narrative Disclosure Regarding Equity Plans and Employment Agreements.”

  78. Long-Term Equity Incentives

    | TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2023 Proxy Statement | 48 |

  79. Long-Term Equity Incentives

    The Company generally uses a mix of performance-based and time-based vesting for NEO long-term equity incentive grants to achieve separate and distinct purposes. Performance-based vesting awards support the goal of retention as well as alignment of the executives’ incentives with the interests of the Company’s shareholders, while time-based vesting awards emphasize the retention of skilled executives.

  80. NEO Long-Term Incentives Awarded in Fiscal 2023

    NEO Long-Term Incentives Awarded in Fiscal 2023 In May 2022, the Compensation Committee determined that in June 2022 the Company would issue:

  81. NEO Long-Term Incentives Awarded in Fiscal 2023

    | (i) | 34,314 RSUs to Mr. Emerson as an annual grant, based on a target value of $4,200,000 (based in part on peer benchmarking); | | (ii) | 50,000 RSUs to Ms. Goldstein as an annual grant, based on a target value of $6,120,000 (based in part on peer benchmarking); | | (iii) | a transition award of 12,255 RSUs to Mr. Emerson based on a value of $1,500,000 solely to fill the vesting gap created in June 2024 by virtue of the shift to (x) three-year performance and vesting periods for performance-based shares, and (y) a four-year vesting period for time-based shares; and | | (iv) | a transition award of 16,340 RSUs to Ms. Goldstein based on a value of $2,000,000 solely to fill the vesting gap created in June 2024 by virtue of the shift to (x) three-year performance and vesting periods for performance-based shares, and (y) a four-year vesting period for time-based shares. |

  82. NEO Long-Term Incentives Awarded in Fiscal 2023

    The purpose of these one-time transition awards was solely to fill a short-term gap in vesting and value in fiscal 2025 created by the lengthening of the performance and vesting periods from (i) two to three years with respect to the performance-based shares, and (ii) three to four years with respect to the time-based shares, in each case granted to Mr. Emerson and Ms. Goldstein in fiscal 2023. The transition awards cliff vest in two years and are comprised of 67% performance-based shares based on relative TSR performance. Such transition grants are intended to promote retention and ensure that our NEOs’ priorities remain aligned with those of our shareholders during such transition period. In sizing the transition awards, the Compensation Committee analyzed the estimated number of RSUs that would have otherwise vested during the transition period had the Company maintained its prior long-term incentive structure. The number of RSUs included in each of the above grants was determined by dividing the grant value by the average of the closing prices of the Company’s common stock on the 10 trading days immediately prior to June 1, 2022. The increase in the annual grants for fiscal 2023 made in June 2022 are based on the exceptional performance of Mr. Emerson and Ms. Goldstein and the competitive pay review of the Company’s new peer group based on the completion of the acquisition of Zynga in May 2022. The Compensation Committee made the fiscal 2023 grants in the form of RSUs, rather than restricted stock, in order to preserve flexibility to settle the awards in stock, cash or a combination of stock and cash. A portion of these RSUs, equal to 66.7% of the value at target, are performance-based subject to satisfaction of TSR performance criteria during the vesting period (described in more detail below). The remaining portion of these RSUs, equal to 33.3% of the value at target, consisted of time-based RSUs and vest as described below based on continued service with the Company. The RSUs are comprised of:

  83. NEO Long-Term Incentives Awarded in Fiscal 2023

    | (i) | 11,427 time-based RSUs for Mr. Emerson and 16,650 time-based RSUs for Ms. Goldstein, in each case that cliff vest 25% on the first anniversary of the grant date, and then vest in 12 quarterly installments thereafter for the annual grant. | | (ii) | 22,887 performance-based RSUs at target for Mr. Emerson and 33,350 performance-based RSUs at target for Ms. Goldstein, in each case that cliff vest 100% on June 1, 2025 for the annual grant, subject to the satisfaction of certain performance criteria based on relative TSR performance during the measurement period. | | (iii) | 4,081 time-based RSUs for Mr. Emerson and 5,442 time-based RSUs for Ms. Goldstein, in each case that cliff vest 100% on June 1, 2024 for the transition grant. | | (iv) | 8,174 performance-based RSUs at target for Mr. Emerson and 10,898 performance-based RSUs at target for Ms. Goldstein, in each case that cliff vest 100% on June 1, 2024 for the transition grant, subject to the satisfaction of certain performance criteria based on relative TSR performance during the measurement period. |

  84. NEO Long-Term Incentives Awarded in Fiscal 2023

    For the annual grant, the number of shares of common stock that may be issued upon vesting of the performance-based RSUs assumes the achievement of the target performance criteria established by the Compensation Committee; however, the actual number of such shares may range from zero to a maximum of 45,774 for Mr. Emerson and 66,700 for Ms. Goldstein (in each case equal to 200% of target).

  85. NEO Long-Term Incentives Awarded in Fiscal 2023

    | TAKE-TWO INTERACTIVE SOFTWARE, INC. | 2023 Proxy Statement | 49 |

  86. NEO Long-Term Incentives Awarded in Fiscal 2023

    For the one-time transition grant, the number of shares of common stock that may be issued upon vesting of the performance-based RSUs assumes the achievement of the target performance criteria established by the Compensation Committee; however, the actual number of such shares may range from zero to a maximum of 16,348 for Mr. Emerson and 21,796 for Ms. Goldstein (in each case equal to 200% of target). The relative TSR metric is measured against companies in the Nasdaq 100 Index over a period of approximately three years for the annual grants made in fiscal 2023 (with this period being from June 1, 2022, to March 31, 2025) to determine achievement of TSR goals. To the extent earned, the awards vest 100% upon the third anniversary of the grant date. The TSR performance schedule is as follows with proration on a straight-line basis between the amounts listed:

  87. NEO Long-Term Incentives Awarded in Fiscal 2023

    | TSR Percentile Rank | Shares Earned as % of Target | | Less than 40th Percentile | 0% | | 40th Percentile | 50% | | 50th Percentile | 100% | | 75th Percentile | 200% |

  88. NEO Long-Term Incentives Awarded in Fiscal 2023

    The awards for fiscal 2023 were as follows:

  89. NEO Long-Term Incentives Awarded in Fiscal 2023

    | | Time-Based RSUs (#) | Time-Based RSUs ($)(1) | Performance- Based RSUs (#) (at target) | Performance- Based RSUs ($) (at target)(1) | Performance- Based RSUs (#) (at max) | Performance- Based RSUs ($) (at max)(1) | | Mr. Emerson | | | | | | | | Annual Award | 11,427 | $1,400,000 | 22,887 | $2,800,000 | 45,774 | $5,600,000 | | Transition Award | 4,081 | $500,000 | 8,174 | $1,000,000 | 16,348 | $2,000,000 | | Ms. Goldstein | | | | | | | | Annual Award | 16,650 | $2,040,000 | 33,350 | $4,080,000 | 66,700 | $8,160,000 | | Transition Award | 5,442 | $666,667 | 10,898 | $1,333,333 | 21,796 | $2,666,667 |

  90. NEO Long-Term Incentives Awarded in Fiscal 2023

    | (1) As the aggregate grant date fair values of the shares displayed in the Summary Compensation Table for fiscal 2023 and the Grants of Plan-Based Awards table later in this Proxy Statement are computed in accordance with stock-based accounting rules, the values in those tables differ from the planning value displayed in the table above. |

  91. NEO Long-Term Incentive Awards Vested in Fiscal 2023

    NEO Long-Term Incentive Awards Vested in Fiscal 2023 The results and payout levels for the performance-based RSUs granted to Ms. Goldstein and Mr. Emerson prior to fiscal 2023 that vested, or failed to vest, in fiscal 2023, are as follows:

  92. NEO Long-Term Incentive Awards Vested in Fiscal 2023

    | | Performance-Based RSUs Vested (#) | Performance-Based RSUs Forfeited (#) | | Ms. Goldstein | 32,060(1) | 13,713(2) | | Mr. Emerson | 11,220(3) | 4,800(4) |

  93. NEO Long-Term Incentive Awards Vested in Fiscal 2023

    | (1) Represents (i) 20,874 performance-based RSUs originally granted on June 1, 2019, which vested on June 1, 2022 as a result of the maximum performance criteria being achieved and (ii) 11,186 performance-based RSUs originally granted on June 1, 2020, which vested on June 1, 2022 as a result of performance criteria achievement being between the target and maximum, | | (2) Represents 13,713 performance-based RSUs originally granted on June 1, 2020 which failed to vest on June 1, 2022 as a result of performance criteria achievement being between the target and maximum. | | (3) Represents (i) 7,306 performance-based RSUs originally granted on June 1, 2019, which vested on June 1, 2022 as a result of the maximum performance criteria being achieved and (ii) 3,914 performance-based RSUs originally granted on June 1, 2020, which vested on June 1, 2022 as a result of performance criteria achievement being between the target and maximum. | | (4) Represents 4,800 performance-based RSUs originally granted on June 1, 2020 which failed to vest on June 1, 2022 as a result of performance criteria achievement being between the target and maximum. |

  94. NEO Long-Term Incentive Awards Vested in Fiscal 2023

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  95. NEO Long-Term Incentive Awards Vested in Fiscal 2023

    Additionally, the compensation received by the NEOs is strongly aligned with the Company’s outperformance on TSR during the same period as evidenced by our ranking in the top quartile (above 75th percentile) of all companies in the Nasdaq Composite Index for the two-year measurement periods that ended on March 31, 2019, 2020 and 2021 and the top half (above 50th percentile) of the two-year measurement periods that ended on each of March 31, 2022 and March 31, 2023. For a description of the results and payout levels for performance-based RSUs previously granted to ZMC that vested, or failed to vest, in fiscal 2023, see “Certain Relationships and Related Transactions—Management Agreement.”

  96. NEO Long-Term Incentives Awarded in Fiscal 2024

    NEO Long-Term Incentives Awarded in Fiscal 2024 In May 2023, the Compensation Committee determined that the Company would issue the following RSUs to Mr. Emerson and Ms. Goldstein:

  97. NEO Long-Term Incentives Awarded in Fiscal 2024

    | | Time-Based RSUs (#) | Time-Based RSUs ($)(1) | Performance- Based RSUs (#) (at target) | Performance- Based RSUs ($) (at target)(1) | Performance- Based RSUs (#) (at max) | Performance- Based RSUs ($) (at max)(1) | | Mr. Emerson | 10,903 | $1,400,000 | 21,837 | $2,800,000 | 43,674 | $5,600,000 | | Ms. Goldstein | 15,887 | $2,040,000 | 31,820 | $4,080,000 | 63,640 | $8,160,000 |

  98. NEO Long-Term Incentives Awarded in Fiscal 2024

    | (1) As the aggregate grant date fair values of these awards that will be displayed in the Summary Compensation Table and the Grants of Plan-Based Awards table in our Proxy Statement for the 2024 Annual Meeting of Shareholders will be computed in accordance with stock-based accounting rules, the values in those tables may differ from the value displayed in the table above. |

  99. NEO Long-Term Incentives Awarded in Fiscal 2024

    SEC regulations generally require that the grant date fair value of equity awards be disclosed in the Summary Compensation Table for the year in which the equity awards were granted, not the year to which the services relate. As a result, the grant date value for equity grants made in June 2022 are shown in the Summary Compensation Table on page 56, and the grant date value for the equity grants made in June 2023 will be reflected in the Summary Compensation Table in our Proxy Statement for the 2024 Annual Meeting of Shareholders.

  100. Severance and Change in Control Benefits

    Severance and Change in Control Benefits

  101. Severance and Change in Control Benefits for ZMC

    Severance and Change in Control Benefits for ZMC Pursuant to the Management Agreement, ZMC would receive the following cash payments and benefits upon a termination by the Company without “cause” or by ZMC for “good reason” (whether before or after a change in control) (as such terms are defined in the Management Agreement): (i) the earned but unpaid portion of the management fee, (ii) any accrued but unpaid annual bonus for a completed fiscal year and (iii) three times the sum of the per annum management fee plus the target bonus amount. In addition, the Management Agreement provides for certain accelerated vesting of outstanding and unvested equity awards upon such a termination. See “Certain Relationships and Related Transactions—Management Agreement” for more details. The cash payments described above remain consistent whether the termination occurs before or after a change in control, so ZMC is not entitled to receive any enhanced cash payments in connection with a change in control. With respect to vesting of equity awards in connection with a change in control, the Management Agreement provides for “double-trigger” vesting (that is, they require both a change in control of the Company plus a qualifying termination before payments and benefits are paid). Accordingly, if a change in control occurs during the term of the Management Agreement, outstanding and unvested equity awards will continue to vest (and performance-based RSUs will continue to vest at target levels) in accordance with the original vesting schedule, subject to earlier vesting upon a termination of the Management Agreement without cause or for good reason.

  102. Severance and Change in Control Benefits for Other NEOs

    Severance and Change in Control Benefits for Other NEOs In March 2008, the Compensation Committee approved the Take-Two Interactive Software, Inc. Change in Control Employee Severance Plan (the “CIC Severance Plan”), a change in control plan pursuant to which certain eligible employees, including the NEOs other than Messrs. Zelnick and Slatoff, may receive certain “double-trigger” cash severance benefits upon a termination of employment either by the Company without “cause” or voluntarily for “good reason” (as such terms are defined in the CIC Severance Plan), in either case during the 12-month period following a change in control of the Company, as well as vesting of outstanding and unvested equity awards in connection with a change in control of the Company, as described under “Executive Compensation—Potential Payments Upon Termination or Change in Control” below. The employment agreements with Ms. Goldstein and Mr. Emerson provide for severance payments in the event of a separation from service from the Company under certain conditions, as well as a retention bonus payment to Ms. Goldstein that is payable only if Ms. Goldstein stays employed in connection with a change in control of the Company. Ms. Goldstein and Mr. Emerson only receive benefits under the CIC Severance Plan to the extent such benefits would be greater than the benefits under their employment agreements. See “Executive Compensation—Narrative Disclosure Regarding Equity Plans and Employment Agreements” and “Executive Compensation—Potential Payments Upon Termination or Change in Control” below for more information. We believe that these severance benefits assist us in recruiting talented individuals to join and remain a part of our management team. From time to time, we may recruit executives from other companies where they have job security, tenure and career opportunities. Accepting a position with us may entail foregoing an otherwise secure position at another employer, and the benefits provided by the CIC Severance Plan help to mitigate the risk of harm that the executive may suffer in connection with adverse actions taken by a successor to the Company. Severance benefits also allow our NEOs to focus on the Company’s business without being unduly distracted by concerns about their job security in the event of a separation from service or a change in control. Our NEOs are not entitled to any gross-up payments to cover excise taxes imposed by the “golden parachute” regulations under Sections 280G and 4999 of the Internal Revenue Code, as amended (the “Code”).

  103. Clawback Policy

    Clawback Policy Our Corporate Governance Guidelines include a section entitled “Recovery of Improperly-Awarded Incentive Compensation” which is our “Clawback Policy.” Our NEOs (including ZMC and its shareholders, partners, employees, members and other affiliates who are deemed “Executives” under the Clawback Policy) are subject to the Clawback Policy. Our Corporate Governance Guidelines, including our Clawback Policy, are available on the Company’s website at www.take2games.com by clicking on “Policies & Conduct,” then “Guidelines for Directors and Board Governance.” Our Clawback Policy requires the reimbursement of any bonus or incentive compensation, including cash bonuses, awarded to a covered person and/or the cancellation of unvested restricted stock or outstanding stock option awards previously granted to a covered person, in each case, where: (1) the payment was predicated upon achieving certain financial results that were subsequently determined to have been erroneously reported; (2) the Board of Directors determines that the person engaged in knowing or intentional fraudulent or illegal conduct that caused or substantially caused such erroneous reporting to have occurred; and (3) a lower payment would have been made to the person based upon the corrected financial results. Our Clawback Policy will be updated to reflect the Nasdaq listing standards approved in connection with the clawback rule recently adopted by the SEC in advance of the effective date.

  104. Executive Chairman and CEO and President

    Executive Chairman and CEO and President The 2022 Management Agreement and the stock ownership guidelines policy adopted by the Board of Directors both prohibit, prior to March 31, 2029, ZMC and any Subject Person (as defined in the 2022 Management Agreement, and which includes each of Messrs. Zelnick and Slatoff individually) from selling or otherwise disposing of any shares of common stock of the Company, if the Market Value (as defined in the 2022 Management Agreement) of all shares of common stock of the Company (including any unvested options, restricted stock and RSUs, but excluding any unvested options, restricted stock or RSUs that remain subject to performance-based vesting) would be less than six (6) times the per annum management fee (excluding any bonuses).

  105. Other NEOs

    Other NEOs NEOs (other than the Executive Chairman and CEO and President who are subject to the requirements described above) shall own shares of common stock having a value equal to three (3) times their annual base salary within five (5) years after the date of the adoption of the requirements and future NEOs shall achieve such ownership position within five (5) years after the date of their appointment as NEOs. All shares that are directly owned by the NEO, shares that are beneficially owned by the NEO, such as shares held in “street name” through a broker or shares held in trust, and unvested shares of restricted stock and RSUs (other than any unvested restricted stock or RSUs that remain subject to performance-based vesting) are counted toward satisfying the requirements. The policy adopted by the Board of Directors also includes stock retention guidelines for all NEOs requiring such officers to retain at least 50% of the total equity credited from grants of equity awards (net of amounts required to pay taxes and exercise prices) until compliance with the applicable stock ownership requirement is achieved. All NEOs are in compliance with the applicable stock ownership requirements as of the date of this proxy filing.

  106. Impact of Tax and Accounting Rules

    Impact of Tax and Accounting Rules As a general matter, the Compensation Committee reviews and considers the various tax and accounting implications of compensation vehicles utilized by the Company. With respect to accounting considerations, the Compensation Committee examines the accounting cost associated with equity compensation in light of requirements under the Accounting Standards Codification (“ASC”) stock compensation guidance, which generally requires the Company to recognize compensation expense relating to equity awards based upon the grant date fair value of those awards. The Company also considers the accounting impact of preserving flexibility to settle RSUs awards in cash, shares, or a combination of cash and shares. With respect to taxes, the Compensation Committee may consider the anticipated tax treatment of various payments and benefits to the Company and, when relevant, to its executives. Section 162(m) of the Code generally prohibits any publicly held corporation from taking a federal income tax deduction for compensation paid in excess of $1 million in any taxable year to the NEOs, subject to certain exceptions. However, the Company generally believes that it is in our best interest and that of our shareholders to have the flexibility to pay compensation that was not deductible under the limitations of Section 162(m) of the Code to provide a compensation package consistent with our program and objectives.

  107. Risk Assessment of Overall Compensation Program

    Risk Assessment of Overall Compensation Program The Compensation Committee regularly reviews senior executive compensation and Company-wide compensation programs and policies in an ongoing effort to seek to mitigate potential risks arising from such programs and policies and to ensure that our compensation structure, elements and incentives are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee seeks to design our compensation plans, including our incentive compensation programs, to incorporate a range of components that we believe help to mitigate potential risks, while rewarding employees for pursuing our strategic and financial objectives through appropriate risk taking, risk management, and prudent tactical and strategic decision making. For example, the design of our compensation plans is intended to encourage employees to remain focused on both near-term and longer-term goals of the Company by using a mix of short-term and long-term incentives to motivate employees to produce superior results over varying time frames. We believe that the use of long-term incentives for executives provides a safeguard against excessive risk-taking. Our long-term incentives are designed to deter unnecessary risk-taking by aligning our employees’ interests with those of shareholders by incorporating equity-based compensation that vests over time and, in some cases, include a market-based performance metric, which we believe is not susceptible to manipulation by employees and encourages employees to remain focused on sustained stock price appreciation; maintaining individual bonus caps for senior executives further mitigates risk. We have also sought to deter unnecessary risk-taking by applying our clawback policy to the senior executives of the Company, which requires the reimbursement of bonus or incentive compensation and/or the cancellation of outstanding equity previously granted in certain cases. In addition, our stock ownership guidelines require that each of our executive officers hold a significant amount of our common stock or equivalents to further align their interests with shareholders over the long term by having a portion of their personal investment portfolio consist of our common stock or equivalents. We expect this component to mitigate risk on a prospective basis. We also prohibit transactions designed to limit or eliminate economic risks to our employees of owning our common stock, such as options, puts, and calls, so our executives cannot insulate themselves from the effects of poor stock price performance. Senior executives from our risk, compliance, administrative, and finance functions, as well as the outside compensation consultant to our Compensation Committee, are involved in this annual review process. With respect to fiscal 2023 and the compensation programs in place for fiscal 2023, based in part on the information and analyses provided by management and its own advisors, the Compensation Committee concluded that the Company’s compensation programs are not reasonably likely to have a material adverse effect on the Company.

  108. Summary Compensation Table

    Summary Compensation Table

  109. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Strauss Zelnick(4) Executive Chairman and Chief Executive Officer | 2023 | 1 | — | — | 115,014 | 115,015 | | | 2022 | 1 | — | — | 142,995 | 142,996 | | | 2021 | 1 | — | — | 138,346 | 138,347 | | Lainie Goldstein Chief Financial Officer | 2023 | 1,000,000 | 10,340,393 | 0 | 14,327 | 11,354,720 | | | 2022 | 850,000 | 4,448,891 | 1,530,000 | 10,558 | 6,839,449 | | | 2021 | 850,000 | 5,254,404 | 1,700,000 | 10,281 | 7,814,685 | | Karl Slatoff(4) President | 2023 | 1 | — | — | 8,868 | 8,869 | | | 2022 | 1 | — | — | 8,868 | 8,869 | | | 2021 | 1 | — | — | 9,367 | 9,368 | | Daniel Emerson Executive Vice President and Chief Legal Officer | 2023 | 850,000 | 7,254,541 | 0 | 18,826 | 8,123,367 | | | 2022 | 675,000 | 1,556,938 | 850,500 | 17,837 | 3,100,275 | | | 2021 | 625,000 | 1,839,010 | 875,000 | 17,603 | 3,356,613 |

  110. Summary Compensation Table

    | (1) Represents the aggregate grant date fair value of stock awards granted to our NEOs in each of the reporting periods, determined under FASB ASC Topic 718, Compensation—Stock Compensation. For additional information with respect to stock awards granted during fiscal 2023, see Note 16 under the heading “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for fiscal 2023. The amounts above reflect the grant date fair value for these awards and do not necessarily correspond to the actual value that might be realized by the NEOs which depends on the market value of the Company’s common stock on a date in the future when the stock award vests. For time-based RSUs, that value is based on the fair market value of the Company’s common stock on the grant date and is determined by multiplying the number of shares subject to the grant by the closing price per share of the Company’s common stock. The value of the performance-based RSUs reflects the value of the awards at the grant date based upon the probable outcome of the performance conditions using the Monte Carlo simulation model and is consistent with our estimate of the aggregate compensation cost to be recognized over the vesting period determined in accordance with FASB ASC Topic 718, Compensation—Stock Compensation, which is less than the maximum possible value. The following table shows the value of the NEOs’ respective performance-based awards on the date of grant at both the probable outcome of the performance conditions, which is reflected in the table above, as well as the maximum achievement of the applicable performance conditions. |

  111. Summary Compensation Table

    | Name | Fiscal Year | Probable Outcome ($) | Maximum Performance ($) | | Lainie Goldstein | 2023 | 7,587,067 | 15,174,134 | | | 2022 | 3,391,625 | 4,234,549 | | | 2021 | 4,027,198 | 4,915,635 | | Daniel Emerson | 2023 | 5,321,779 | 10,643,558 | | | 2022 | 1,186,849 | 1,481,818 | | | 2021 | 1,409,508 | 1,720,459 |

  112. Summary Compensation Table

    | (2) These amounts represent annual cash incentive payments. For more information, refer to “Compensation Discussion and Analysis—Annual Cash Incentive” above and the “Grants of Plan-Based Awards” table below. | | (3) The amounts set forth in this column for fiscal 2023 represent (i) the Company’s matching contributions to the Company’s 401(k) plan for Ms. Goldstein and Mr. Emerson, (ii) dental, vision and hospital indemnity expense reimbursements made pursuant to the Company’s ESB, (iii) a club membership fee paid by the Company on behalf of Mr. Zelnick, used primarily for general corporate and corporate development purposes, (iv) a parking spot for Mr. Zelnick at the Company’s offices located at 110 West 44th Street, New York, New York 10036 paid for by the Company, and (v) fees for home security measures for Mr. Zelnick in an amount equal to $96,985 paid for by the Company. The incremental cost to the Company associated with the home security measures is determined based upon the amount paid by the Company to the applicable outside security provider. |

  113. Summary Compensation Table

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  114. Summary Compensation Table

    | (4) As discussed in more detail below, Messrs. Zelnick and Slatoff were compensated for their respective services to the Company during fiscal years 2023, 2022 and 2021 pursuant to the Management Agreement. The provisions of the Management Agreement establish the payments and benefits to which ZMC is entitled as consideration for providing the services set forth therein. In general, in connection with their provision of services to the Company, the actual amount of compensation received by Messrs. Zelnick and Slatoff is determined in the sole discretion of ZMC and without the Company’s knowledge, except that, under the terms of the Management Agreement, Mr. Zelnick may not receive more than 60% of the payments and benefits made to ZMC and Mr. Slatoff may not receive more than 40% of the payments and benefits made to ZMC. |

  115. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning awards under the Company’s equity and non-equity incentive plans granted to each of the NEOs during fiscal 2023, including performance-based awards and those using time-based vesting. Assumptions used in the calculation of certain dollar amounts are included in Note 16 to the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2023.

  116. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of | Grant Date Fair | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#)(3) | Shares of Stock or Units(2) (#) | Value of Stock Awards ($)(4) | | Strauss Zelnick(5) | — | — | — | — | — | — | — | — | — | — | | Lainie Goldstein | 6/1/2022* | 5/24/2022 | — | | | — | 33,350 | 66,700 | — | 5,783,557 | | | 6/1/2022* | 5/24/2022 | — | — | — | — | — | — | 16,650 | 2,075,090 | | | 6/1/2022** | 5/24/2022 | | | | | 10,898 | 21,796 | | 1,803,510 | | | 6/1/2022** | 5/24/2022 | | | | | | | 5,442 | 678,236 | | | — | — | — | 1,500,000 | 3,000,000 | — | — | — | — | — | | Karl Slatoff(5) | — | — | — | — | — | — | — | — | — | — | | Daniel Emerson | 6/1/2022* | 5/24/2022 | — | — | — | — | 22,887 | 45,774 | — | 3,969,064 | | | 6/1/2022* | 5/24/2022 | — | — | — | — | — | — | 11,427 | 1,424,147 | | | 6/1/2022** | 5/24/2022 | | | | | 8,174 | 16,348 | | 1,352,715 | | | 6/1/2022** | 5/24/2022 | | | | | | | 4,081 | 508,615 | | | — | — | — | 1,062,500 | 2,125,000 | — | — | — | — | — |

  117. Grants of Plan-Based Awards

    | * Annual Grant. | | ** Transition Grant | | (1) Represents cash performance bonus opportunities ranging from 0% to 250% of base salary for Mr. Emerson and from 0% to 300% of base salary for Ms. Goldstein. There is no set minimum payout amount. See “Compensation Discussion and Analysis—Annual Cash Incentive.” | | (2) For Ms. Goldstein and Mr. Emerson, 66.7% of the RSUs vest as follows: (i) for the annual grant, 100% in the third year following the year in which such grants were made on a date determined by the Compensation Committee at the time of grant and (ii) for the transition grant, 100% in the second year following the year in which such grants were made on a date determined by the Compensation Committee at the time of grant, in each case subject to the satisfaction of certain performance criteria based on the Company’s TSR performance measured against the Nasdaq 100 Index over a period of approximately three (3) years for the annual grant and two (2) years for the transition grant. The remaining 33.3% of the RSUs vest as follows: (i) for the annual grant, 25% on June 1, 2023 and thereafter in 12 equal quarterly installments commencing on September 1, 2023, and (ii) for the transition grant, 100% on June 1, 2024, in each case based on the NEO’s continued service with the Company. | | (3) Represents the maximum shares of performance-based RSUs. For the annual grant, such RSUs will vest, if at all, 100% on June 1, 2025. For the transition grant, such RSUs will vest, if at all, 100% on June 1, 2024. | | (4) These amounts are valued based on the aggregate grant date fair market value of the award. For additional information with respect to stock awards granted during fiscal 2023, see Note 16 under the heading “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for fiscal 2023. The grant date fair value of equity incentive plan awards that are subject to performance-based vesting conditions is based upon the probable outcome of such conditions. All amounts reflect the grant date fair value for these awards, excluding the accounting effect of any estimate of future service-based forfeitures, and do not necessarily correspond to the actual value that might be realized by the NEOs. | | (5) Messrs. Zelnick and Slatoff have not received grants of restricted stock, RSUs or option awards. Messrs. Zelnick and Slatoff are partners in ZMC, to which the Company has previously granted restricted stock, RSUs and options pursuant to the ZMC Management Agreements. For information regarding the grants made to ZMC, see “Certain Relationships and Related Transactions—Management Agreement.” |

  118. Grants of Plan-Based Awards

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  119. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning RSUs outstanding for each of the NEOs as of March 31, 2023:

  120. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | Name | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested ($)(2) | | Strauss Zelnick(3) | — | — | — | — | — | | Lainie Goldstein | 6/1/2022* | 16,650 | 1,986,345 | 66,700 | 7,957,310 | | | 6/1/2022** | 5,442 | 649,231 | 21,796 | 2,600,263 | | | 6/1/2021 | 27,027 | 3,224,321 | — | — | | | 6/1/2020 | 14,190 | 1,692,867 | — | — | | Karl Slatoff(3) | — | — | — | — | — | | Daniel Emerson | 6/1/2022* | 11,427 | 1,363,241 | 45,774 | 5,460,838 | | | 6/1/2022** | 4,081 | 486,863 | 16,348 | 1,950,316 | | | 6/1/2021 | 9,458 | 1,128,339 | — | — | | | 6/1/2020 | 4,967 | 592,563 | — | — |

  121. Outstanding Equity Awards at Fiscal Year-End

    | * Annual Grant. | | ** Transition Grant | | (1) Time-based awards and performance-based awards with respect to which the performance criteria have been satisfied, made under the 2017 Plan. Time-based awards granted prior to June 1, 2022 vest, subject to continuing employment, in three (3) equal annual installments commencing in the year following the year in which such grants were made on a date determined by the Compensation Committee at the time of grant. The time-based awards made as part of the annual grant on June 1, 2022 vest, subject to continuing employment, 25% on June 1, 2023 and thereafter in 12 equal quarterly installments commencing on September 1, 2023. The time-based awards made as part of the transition grant on June 1, 2022 vest, subject to continuing employment, 100% on June 1, 2024. Performance-based awards granted prior to June 1, 2022 will vest, if at all, in two (2) equal annual installments commencing in the second year following the year in which such grants were made on a date determined by the Compensation Committee at the time of grant. The performance-based awards made as part of the annual grant on June 1, 2022 will vest, if at all, 100% on June 1, 2025. The performance-based awards made as part of the transition grant on June 1, 2022 will vest, if at all, 100% on June 1, 2024. | | (2) Value determined based on the closing price of the Company’s common stock of $119.30 on March 31, 2023, the final business day of fiscal 2023. | | (3) Messrs. Zelnick and Slatoff have not received grants of stock or option awards. Messrs. Zelnick and Slatoff are partners in ZMC, to which the Company has previously granted restricted stock, RSUs and options pursuant to the ZMC management agreements. Of these grants, no options or shares of restricted stock remained outstanding and an aggregate of 645,419 time-based and performance-based RSUs (based on the target number of performance-based RSUs eligible to vest) or 1,047,698 time-based and performance-based RSUs (based on the maximum number of performance-based RSUs eligible to vest) remained unvested as of March 31, 2023. The value of the unvested RSUs based on the closing price of the common stock on March 31, 2023, was $76,998,486.70 (based on the target number of performance-based RSUs eligible to vest) or $124,990,371.40 (based on the maximum number of performance-based RSUs eligible to vest). |

  122. Outstanding Equity Awards at Fiscal Year-End

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  123. Pension Benefits

    Pension Benefits We do not currently sponsor or maintain any defined benefit pension or retirement plans providing specified retirement payments and benefits for our employees.

  124. Nonqualified Deferred Compensation Plan Benefits

    Nonqualified Deferred Compensation Plan Benefits We do not currently sponsor or maintain any nonqualified defined contribution or other nonqualified deferred compensation plans for the benefit of our employees.

  125. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Ms. Goldstein and Mr. Emerson are entitled to receive certain amounts and benefits upon termination of their employment or a change in control pursuant to their employment agreements. Additionally, Ms. Goldstein and Mr. Emerson are eligible to participate in the CIC Severance Plan, to the extent they would be entitled to receive greater amounts and benefits under the CIC Severance Plan than under their employment agreements. Messrs. Zelnick and Slatoff are not entitled to directly receive any severance benefits from the Company upon a termination of employment or change in control. See “Certain Relationships and Related Transactions—Management Agreement” for details regarding certain payments and benefits that ZMC is entitled to receive upon certain qualifying terminations.

  126. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to provide information regarding the relationship between the annual total compensation of Mr. Strauss Zelnick, the Company’s Chairman and Chief Executive Officer, and the annual total compensation of the Company’s median employee (excluding Mr. Zelnick) for fiscal 2023. With respect to the annual total compensation of Mr. Zelnick, we used both the amount reported in the Summary Compensation Table, as required by Item 402(u) or Regulation S-K, and, because such amount does not reflect the amount Mr. Zelnick receives from our payments to ZMC, the maximum amount Mr. Zelnick was eligible to receive from ZMC in connection with the fees paid by us to ZMC under the Management Agreement for fiscal 2023. We believe this provides a better understanding than the ratio based solely on the amount of Mr. Zelnick’s compensation reported in the “Total” column in the “Summary Compensation Table” included in this Proxy Statement.

  127. CEO Pay Ratio

    | • | Mr. Zelnick’s annual total compensation, as reported in the “Summary Compensation Table” included in this Proxy Statement, was $115,015. | | • | The planning value of the total compensation paid to ZMC in fiscal 2023, as set forth in the “Compensation Discussion and Analysis-Detailed Discussion and Analysis-Compensation to Executive Chairman and CEO and President-Fiscal 2023 Fees and Incentives to ZMC” section of this Proxy Statement on page 45, was $72,350,718, and the maximum portion that Mr. Zelnick could have received was $43,410,430. When combined with the compensation received by Mr. Zelnick from the Company as reported in the “Summary Compensation Table” included in this Proxy Statement, the total maximum amount of compensation Mr. Zelnick was eligible to receive was $43,525,445. | | • | The annual total compensation of the median employee (excluding Mr. Zelnick) of the Company (including our consolidated subsidiaries) was $75,276. | | • | Based on the above, for fiscal 2023, the ratio of Mr. Zelnick’s annual total compensation to the annual total compensation of the median employee was: |

  128. CEO Pay Ratio

    | • | 1.53 to 1 based on Mr. Zelnick’s annual total compensation, as reported in the “Summary Compensation Table” included in this Proxy Statement, or | | • | 578.2 to 1 based on the total maximum amount of compensation Mr. Zelnick was eligible to receive from ZMC and the Company in fiscal 2023. |

  129. CEO Pay Ratio

    This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended. We determined the median of the annual total cash compensation of our employees as of January 1, 2023, at which time we had approximately 11,901 regular, temporary, and seasonal individuals employed on a full or part-time basis, globally, approximately 4,833 of whom are U.S. employees, and approximately 7,068 (or approximately 59.4% of our total employee population) of whom are located outside of the United States. We did not exclude any of the employees who are located outside of the United States from the pool used to identify the median employee. We then compared the annualized base salaries, bonuses and commissions earned by our employees (other than Mr. Zelnick) to determine the median employee. Once we identified our median employee, we estimated such employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median annual total compensation disclosed above. There are a wide variety of job functions within our company, across numerous global jurisdictions. Accordingly, the compensation paid to our employees differs greatly between departments, experience levels, and locations. We believe that our employees are fairly compensated and appropriately incentivized. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation, allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  130. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  131. Pay Versus Performance Disclosure

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  132. Pay Versus Performance Disclosure

    | | | | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3,4 ($) | Value of Initial Fixed $100 Investment based on:(5) | | | | | Fiscal Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO1,2,3,4 ($) | | | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Adjusted EBITDA(6) ($ Millions) | | 2023 | 115,015 | 115,015 | 6,495,652 | 4,231,852 | 100.58 | 165.71 | (1,124.7) | 940.6 | | 2022 | 142,996 | 142,996 | 3,316,198 | 2,134,073 | 129.62 | 183.07 | 418.0 | 827.2 | | 2021 | 138,347 | 138,347 | 3,726,889 | 6,429,764 | 148.98 | 170.46 | 588.9 | 1,066.1 |

  133. Pay Versus Performance Disclosure

    | 1. | Strauss Zelnick was our PEO for each fiscal year presented. The individuals comprising the Non-PEO NEOs for each fiscal year presented were Lainie Goldstein, Karl Slatoff, and Daniel Emerson. |

  134. Pay Versus Performance Disclosure

    | 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. | | 3. | Messrs. Zelnick and Slatoff were compensated for their respective services to the Company under the 2022 Management Agreement and, prior to May 23, 2022, the 2017 Management Agreement. The provisions of the 2022 Management Agreement and the 2017 Management Agreement establish the payments and benefits to which ZMC is entitled as consideration for providing the services set forth therein. In general, in connection with their provision of services to the Company, the actual amount of compensation received by Messrs. Zelnick and Slatoff is determined in the sole discretion of ZMC and without the Company’s knowledge, except that, under the terms of the 2022 Management Agreement and the 2017 Management Agreement, Mr. Zelnick may not receive more than 60% of the payments and benefits made to ZMC and Mr. Slatoff may not receive more than 40% of the payments and benefits made to ZMC. Amounts paid by ZMC to Messrs. Zelnick and Slatoff are not included in this disclosure. | | 4. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |

  135. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 115,015 | — | — | 115,015 | | 2022 | 142,996 | — | — | 142,996 | | 2021 | 138,347 | — | — | 138,347 |

  136. Pay Versus Performance Disclosure

    | Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 6,495,652 | (5,864,978) | 3,601,178 | 4,231,852 | | 2022 | 3,316,198 | (2,001,943) | 819,818 | 2,134,073 | | 2021 | 3,726,889 | (2,364,471) | 5,067,346 | 6,429,764 |

  137. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  138. Pay Versus Performance Disclosure

    | Fiscal Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | — | — | — | — | — | — | — | | 2022 | — | — | — | — | — | — | — | | 2021 | — | — | — | — | — | — | — |

  139. Pay Versus Performance Disclosure

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  140. Pay Versus Performance Disclosure

    | Fiscal Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 4,871,990 | (740,741) | — | (530,071) | — | — | 3,601,178 | | 2022 | 1,557,817 | (874,969) | — | 136,970 | — | — | 819,818 | | 2021 | 2,825,543 | 1,901,754 | — | 340,049 | — | — | 5,067,346 |

  141. Pay Versus Performance Disclosure

    | 5. | The Peer Group TSR set forth in this table utilizes the RDG Technology Composite Index, which we have also utilized in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended March 31, 2023. The comparison assumes $100 was invested for the period starting March 31, 2020, through the end of the listed fiscal year in the Company and in the RDG Technology Composite Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. | | 6. | We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our NEOs in fiscal 2023. Adjusted EBITDA is a non-GAAP measure calculated by taking GAAP net income recorded for the Company, adding back or subtracting the net effect from deferral in net revenues and related costs of goods sold, impact of business reorganization, one-time gains or losses on long-term investments, acquisition related costs, stock-based compensation, interest, depreciation, amortization and tax expenses. A reconciliation of GAAP net income to Adjusted EBITDA for fiscal 2023 is provided in Annex A. Adjusted EBITDA may not have been the most important financial performance measure for fiscal years 2022 and 2021, and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  142. Pay Versus Performance Disclosure

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  143. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the three most recently completed fiscal years.

  144. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA

  145. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

  146. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR

  147. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR

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  148. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.

  149. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

  150. Supplemental Pay Versus Performance Disclosure

    Supplemental Pay Versus Performance Disclosure The following disclosure provides an alternative to the Pay Versus Performance disclosure above by incorporating the maximum compensation opportunities allocable by ZMC to Messrs. Zelnick and Slatoff under the 2022 Management Agreement and the 2017 Management Agreement. Refer to the Compensation Discussion & Analysis for further detail on these arrangements. This disclosure is supplementary and is not intended to satisfy the requirements of Item 402(v) of Regulation S-K. The Compensation Committee did not consider the disclosure below in making its pay decisions for any of the years shown.

  151. Supplemental Pay Versus Performance Disclosure

    | | Summary Compensation Table Total (Adjusted for Maximum | Compensation Actually Paid (Adjusted for Maximum | Average Summary Compensation Table Total (Adjusted for Maximum ZMC | Average Compensation Actually Paid (Adjusted for Maximum ZMC | Value of Initial Fixed $100 Investment based on:(5) | | | | | Fiscal Year | ZMC Opportunity) for PEO(1)(2) ($) | ZMC Opportunity) to PEO1,2,3,4 ($) | Opportunity) for Non-PEO NEOs(1)(2) ($) | Opportunity) to Non-PEO NEOs1,2,3,4 ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Adjusted EBITDA(6) ($ Millions) | | 2023 | 50,006,805 | 42,108,832 | 17,582,716 | 13,563,715 | 100.58 | 165.71 | (1,124.7) | 940.6 | | 2022 | 21,499,437 | 16,151,492 | 8,062,073 | 5,691,540 | 129.62 | 183.07 | 418.0 | 827.2 | | 2021 | 22,619,255 | 42,685,643 | 8,722,480 | 15,884,714 | 148.98 | 170.46 | 588.9 | 1,066.1 |

  152. Supplemental Pay Versus Performance Disclosure

    | 1. | Strauss Zelnick was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented were Lainie Goldstein, Karl Slatoff, and Daniel Emerson. | | 2. | Messrs. Zelnick and Slatoff were compensated for their respective services to the Company under the 2022 Management Agreement and, prior to May 23, 2022, the 2017 Management Agreement. The provisions of the 2022 Management Agreement and the 2017 Management Agreement establish the payments and benefits to which ZMC is entitled as consideration for providing the services set forth therein. In general, in connection with their provision of services to the Company, the actual amount of compensation received by Messrs. Zelnick and Slatoff is determined in the sole discretion of ZMC and without the Company’s knowledge, except that, under the terms of the Management Agreement, Mr. Zelnick may not receive more than 60% of the payments and benefits made to ZMC and Mr. Slatoff may not receive more than 40% of the payments and benefits made to ZMC. The data in this supplementary table reflect the maximum compensation opportunities of Messrs. Zelnick and Slatoff under these agreements. | | 3. | The amounts shown for Compensation Actually Paid (Adjusted for Maximum ZMC Opportunity) do not reflect compensation actually earned, realized, or received by the Company’s NEOs. | | 4. | Compensation Actually Paid (Adjusted for Maximum ZMC Opportunity) reflects: (1) the exclusion of Stock Awards from the Summary Compensation Table for all the NEOs and, for Messrs. Zelnick and Slatoff, the exclusion of the accounting value of stock awards that could be granted to each by ZMC under the 2022 Management Agreement and 2017 Management agreement, assuming their maximum ZMC compensation opportunities; and (2) the inclusion of the value of equity awards granted by the Company to non-ZMC NEOs and, for, Messrs. Zelnick and Slatoff, to ZMC, assuming their maximum ZMC compensation opportunities. The equity award adjustments for each applicable year in this supplementary disclosure include the addition or subtraction of amounts as would be required under Regulation S-K, Item 402(v)(iii). | | 5. | See the section of this Proxy Statement captioned Pay Versus Performance Disclosure for the methodology used in calculating TSR and Peer Group TSR. | | 6. | See the section of this Proxy Statement captioned Pay Versus Performance Disclosure for a description of this performance measure. |

  153. Supplemental Pay Versus Performance Disclosure

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  154. Compensation of Directors During 2023 Fiscal Year

    Compensation of Directors During 2023 Fiscal Year The Compensation Committee reviews and makes recommendations to the Board regarding the form and amount of compensation for non-employee directors. Typically, on an annual basis, the Committee considers a board compensation study by its independent compensation consultant to support the Committee in its deliberations. Such compensation may include, but is not limited to, the following elements: board or committee retainer, board or committee meeting fees, committee chair retainer or fees, equity compensation, benefits and perquisites. All directors who served during fiscal 2023, other than Mr. Zelnick, are regarded as non-employee directors. The key elements of the compensation payable to our non-employee directors are as follows:

  155. Compensation of Directors During 2023 Fiscal Year

    | Component | | | Value of Award Under Current Policy(1) | Notes | | Annual Retainer | For Each Non-Employee Director | | $290,000 | $225,000 restricted stock / $65,000 cash | | Lead Independent Director Additional Fees | For Lead Independent Director | | $200,000 | $100,000 restricted stock / $100,000 cash | | | Audit Committee | Chair | $40,000 | — | | | | Other Members | $20,000 | — | | | Compensation Committee | Chair | $30,000 | — | | | | Other Members | $15,000 | — | | | Corporate Governance Committee | Chair | $20,000 | — | | Committee Fees | | | | | | | | Other Members | $10,000 | — | | | Executive Committee | Chair | N/A | Lead Independent Director serves as Executive Committee Chair for no additional fee | | | | Other Independent Members | $25,000 | — |

  156. Compensation of Directors During 2023 Fiscal Year

    | (1) In December 2022, the Compensation Committee recommended, and the Board of Directors agreed, not to increase any aspect of the compensation payable to the directors for fiscal 2024. |

  157. Compensation of Directors During 2023 Fiscal Year

    Each non-employee director may make an election to receive up to 100% of their annual retainer and committee fees in shares of restricted stock. For fiscal 2023, Ms. Siminoff and Messrs. Gordon and Viera elected to receive 100% of these fees in restricted stock.

  158. Compensation of Directors During 2023 Fiscal Year

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  159. Compensation of Directors During 2023 Fiscal Year

    The restricted stock portion of the annual retainer is granted in four equal quarterly installments and vests on the first anniversary of the grant date (discussed below). Grants of restricted stock are generally made on the fifth trading day following the filing of the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable. The number of shares of restricted stock granted is determined by dividing the dollar value of the restricted stock to be delivered by the average of the closing prices of our common stock on the 30 trading days prior to the fifth trading day following the filing of the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable. Under the 2017 Plan, the maximum value of awards granted to non-employee directors in any one calendar year, together with any cash fees paid to such directors during such calendar year in respect of such director’s service as a member of the Board of Directors during such year, may not, absent extraordinary circumstances, exceed $750,000 in total value. As determined by the Compensation Committee in its discretion, this limit may be increased for a non-executive chair of the Board of Directors or, in extraordinary circumstances, for other individual non-employee directors; provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation.

  160. Director Compensation Table

    Director Compensation Table The following table sets forth information concerning the compensation of the Company’s non-employee directors during fiscal 2023.

  161. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Michael Dornemann | 210,000 | 330,227 | 540,227 | | Roland Hernandez | 80,000 | 228,610 | 308,610 | | J Moses | 115,000 | 228,610 | 343,610 | | Michael Sheresky | 130,000 | 228,610 | 358,610 | | LaVerne Srinivasan | 75,000 | 228,610 | 303,610 | | Susan Tolson | 105,000 | 228,610 | 333,610 | | Paul Viera(2) | 85,000 | 228,610 | 313,610 | | William “Bing” Gordon(3) | 55,714 | 194,012 | 249,726 | | Strauss Zelnick(4) | — | — | — | | Ellen Siminoff(5) | 65,171 | 194,012 | 259,183 |

  162. Director Compensation Table

    | (1) Represents the aggregate grant date fair value of awards granted to our directors during fiscal 2023, determined under FASB ASC Topic 718, Compensation—Stock Compensation. For additional information with respect to stock awards granted during fiscal 2022, see Note 16 under the heading “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for fiscal 2023. The amounts above reflect the grant date fair value for these awards, excluding the accounting effect of any estimate of future forfeitures, and do not necessarily correspond to the actual value that might be recognized by the directors. As of March 31, 2023, Messrs. Dornemann, Gordon, Hernandez, Moses, Sheresky and Viera, and Mses. Siminoff, Srinivasan and Tolson held 2,808, 1,662, 1,944, 1,944, 1,944, 1,944, 1,662, 1,944, and 1,944 outstanding unvested restricted stock awards, respectively. |

  163. Director Compensation Table

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  164. Director Compensation Table

    | (2) For fiscal 2023, Mr. Viera elected to receive all of his annual retainer and committee fees in shares of common stock. In accordance with SEC regulations, these amounts are reported in the table as fees earned or paid in cash, rather than as stock awards. On May 24, 2022, August 16, 2022, November 15, 2022 and February 14, 2023, respectively, 186, 167, 184 and 196 shares of stock were granted to Mr. Viera with grant date fair values of $22,800, $20,811, $18,590 and $21,970, respectively, as computed in accordance with FASB ASC 718, Compensation—Stock Compensation. | | (3) For fiscal 2023, Mr. Gordon elected to receive all of his annual retainer and committee fees in shares of common stock. In accordance with SEC regulations, these amounts are reported in the table as fees earned or paid in cash, rather than as stock awards. On August 16, 2022, November 15, 2022 and February 14, 2023, respectively, 183, 141, and 149 shares of stock were granted to Mr. Gordon with grant date fair values of $24,996, $14,245, and $16,701, respectively, as computed in accordance with FASB ASC 718, Compensation—Stock Compensation. | | (4) Mr. Zelnick serves as our CEO and therefore he does not receive any compensation for serving as a director. | | (5) For fiscal 2023, Ms. Siminoff elected to receive all of her annual retainer and committee fees in shares of common stock. In accordance with SEC regulations, these amounts are reported in the table as fees earned or paid in cash, rather than as stock awards. On August 16, 2022, November 15, 2022 and February 14, 2023, respectively, 183, 141, and 237 shares of stock were granted to Ms. Siminoff with grant date fair values of $24,996, $14,245, and $16,701, respectively, as computed in accordance with FASB ASC 718, Compensation—Stock Compensation. |

  165. Treatment of Awards on Termination or Change in Control

    Treatment of Awards on Termination or Change in Control Upon a termination of the 2022 Management Agreement by the Company without Cause or by ZMC for Good Reason, or if the Company and ZMC fail to enter into a new management agreement on substantially similar terms in the aggregate as those provided under the 2022 Management Agreement upon the expiration of the MA Term, or otherwise fail to agree to extend the MA Term, any then-unvested Time-Based Awards will immediately vest in full, and any then-unvested Performance Awards will vest either (x) based on the assumption that the applicable performance measure was achieved at the target level of performance for the applicable performance period, or (y) prior to a Change in Control (as defined in the 2022 Management Agreement), solely for TSR Performance-Based Units (as defined in the applicable Restricted Unit Agreement), based on the actual level of performance achieved as of the date of termination. In the event that any portion of a Performance Award will not have vested as of the applicable performance vesting date, or upon a termination of the 2022 Management Agreement by the Company for Cause or by ZMC without Good Reason, ZMC will forfeit to the Company any and all Restricted Units that have not vested as of such date. In addition, ZMC will forfeit to the Company all then-unvested Time-Based Award if the 2022 Management Agreement is terminated by the Company for Cause or by ZMC without Good Reason prior to the applicable time vesting date. If a Change in Control occurs during the MA Term, the 2022 Management Agreement will not automatically terminate and all unvested RSUs granted pursuant to the applicable Restricted Unit Agreement will remain subject to the same vesting terms set forth in the applicable Restricted Unit Agreement, except that Performance Awards will vest based on the assumption of that the applicable performance measure was achieved at the target level of performance for the applicable performance period.