Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 4, 2023, the Board of Directors of Take-Two Interactive Software, Inc. (the "Company") approved amendments to the Company's bylaws primarily in response to recent changes to the rules of the Securities and Exchange Commission and the Delaware General Corporation Law. A summary of these amendments is set forth below:

•Annual Meetings of Stockholders: Article II, Section 12 was amended to update the procedural mechanics for stockholder nominations of directors in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and to make certain other changes related to the information required to be provided in connection with such nominations;

•List of Stockholders: Article II, Section 4 was updated in order to remove a requirement that the list of stockholders be available during a meeting of stockholders;

•Time and Place of Stockholder Meetings: Article II, Section 1 was amended to expressly accommodate virtual meetings of the shareholders at the board's discretion; and

•Other ministerial, modernizing and conforming changes were made.

The foregoing summary does not purport to be a complete description of the Company's Fourth Amended and Restated Bylaws, as adopted and effective on January 4, 2023 (the "Restated Bylaws") and is qualified in its entirety by reference to the Restated Bylaws, a copy of which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03.

Item 9.01 Financial Statements and Exhibits





    (d)     Exhibits:

            3.1         Fourth Amended and Restated Bylaws of Take-Two Interactive Software,
                      Inc., effective as of January 4, 2023.
            104       Cover Page Interactive Data File (embedded within the Inline XBRL
                      document)




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