Item 5.07. Submission of Matters to a Vote of Security Holders.
At 11:00 a.m., Eastern Time, on May 19, 2022, Take-Two Interactive Software,
Inc. ("Take-Two") held a special meeting of stockholders (the "Special Meeting")
to consider certain proposals related to the Agreement and Plan of Merger, dated
January 9, 2022, among Take-Two, Zebra MS I, Inc. ("Merger Sub 1"), Zebra MS II,
Inc. ("Merger Sub 2"), and Zynga Inc. ("Zynga"), as the same may be amended from
time to time (the "Merger Agreement").
As of the close of business on April 4, 2022, the record date for the Special
Meeting, there were 115,457,154 shares of Take-Two common stock, par value $0.01
per share (the "Common Stock") issued and outstanding, each of which was
entitled to one vote for each proposal at the Special Meeting. At the Special
Meeting, a total of 82,585,999 shares of Common Stock, representing
approximately 71.53% of the issued and outstanding shares entitled to vote, were
present in person or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were considered:
1. The proposal to approve the issuance of shares of Common Stock to
stockholders of Zynga in connection with the combination contemplated by
the Merger Agreement.
This proposal is referred to as the "Take-Two share issuance proposal."
2. The proposal to approve the adoption of an amendment to Take-Two's
Restated Certificate of Incorporation to increase the number of
authorized shares of Take-Two capital stock from 205,000,000 to
305,000,000, of which 300,000,000 shares will be Common Stock and
5,000,000 shares will be preferred stock.
This proposal is referred to as the "Take-Two charter amendment proposal."
3. The proposal to approve the adjournment of the Special Meeting, if
necessary or appropriate, to solicit additional proxies if there are
insufficient votes at the time of the Special Meeting to approve the
Take-Two share issuance proposal and the Take-Two charter amendment
proposal.
This proposal is referred to as the "Take-Two adjournment proposal."
Each of the three proposals was approved by the requisite vote of the Company's
stockholders. The final voting results for each proposal are described below.
For more information on each of these proposals, see the definitive joint proxy
statement filed by Take-Two and Zynga with the U.S. Securities and Exchange
Commission on April 7, 2022 (the "Joint Proxy Statement").
1. Take-Two share issuance proposal:
Votes For Votes Against Abstentions
80,495,820 1,904,910 185,269
2. Take-Two charter amendment proposal:
Votes For Votes Against Abstentions
80,339,888 2,060,575 185,536
3. Take-Two adjournment proposal:
Votes For Votes Against Abstentions
74,454,525 8,081,803 49,671
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously reported on Take-Two's Form 8-K filed with the SEC on May 17, 2022
(the "Prior Form 8-K"), subject to and upon the closing of the combination,
Ellen Siminoff and William "Bing" Gordon, the two members of the Zynga board of
directors who were selected by Zynga for appointment to the Take-Two Board
pursuant to the Merger Agreement, will become members of the Take-Two Board of
Directors. The disclosure set forth under Item 5.02 of the Prior Form 8-K is
hereby incorporated herein by reference. Mr. Gordon will not qualify as an
"independent" director under the applicable rules of The Nasdaq Stock Market
because he is a party to a pre-existing consulting agreement with Zynga, the
terms of which are described in Zynga's Form 10-K/A filed with the SEC on April
4, 2022 and incorporated by reference in the Joint Proxy Statement, which
description is incorporated by reference herein.
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Item 8.01. Other Events.
Exchange Ratio
Pursuant to the terms of the Merger Agreement, upon the closing of the
combination contemplated by the Merger Agreement, Zynga stockholders will be
entitled to receive $3.50 in cash and 0.0406 shares of Common Stock for each
share of Zynga's class A common stock, par value $0.00000625 per share (the
"Zynga Common Stock"), that they hold. Furthermore, pursuant to the terms of the
Merger Agreement, the equity award exchange ratio governing Take-Two's
assumption of outstanding options to purchase Zynga Common Stock, restricted
stock unit awards covering Zynga Common Stock and performance stock unit awards
covering Zynga Common Stock shall be 0.0702.
Press Release
On May 19, 2022, the Company and Zynga issued a joint press release announcing
the results of the Special Meeting and the results of the special meeting of the
Zynga stockholders held on May 19, 2022 in connection with the combination
contemplated by the Merger Agreement. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed herewith:
Exhibit
Number Description
99.1 Joint Press Release of Take-Two Interactive Software, Inc. and Zynga
Inc., dated May 19, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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