Item 5.07. Submission of Matters to a Vote of Security Holders.

At 8:00 a.m., Pacific Time, on May 19, 2022, Zynga Inc. ("Zynga") held a special meeting of its stockholders (the "Special Meeting") to consider certain proposals related to the Agreement and Plan of Merger, dated as of January 9, 2022, as amended (the "Merger Agreement"), by and among Zynga, Take-Two Interactive Software, Inc. ("Take-Two"), Zebra MS I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Take-Two, and Zebra MS II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Take-Two.

As of the close of business on April 4, 2022, the record date for the Special Meeting, there were 1,137,276,459 shares of Zynga's class A common stock, par value $0.00000625 per share ("Common Stock"), outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. Present at the Special Meeting virtually or by proxy were holders of 777,303,250 shares of Common Stock, representing approximately 68.35% of the Common Stock issued and outstanding as of the close of business on the record date, which constituted a quorum to conduct business at the Special Meeting under Zynga's bylaws.

The following are the voting results of the proposals considered and voted upon at the Special Meeting, each of which is described in detail in Zynga's definitive proxy statement, dated April 7, 2022, which was first mailed to Zynga's stockholders on or about April 11, 2022.

Proposal 1: To adopt the Merger Agreement (the "Merger Proposal").

Zynga's stockholders approved the Merger Proposal, and the vote was as follows:



    For        Against     Abstain
773,916,852   2,033,856   1,352,539

Proposal 2: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Zynga's named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the "Compensation Proposal").

Zynga's stockholders approved the Compensation Proposal, and the vote was as follows:



    For        Against      Abstain
743,319,160   29,337,217   4,646,870

In light of the approval of Proposal 1, Proposal 3 described in the Zynga's definitive proxy statement (relating to the adjournment of the Special Meeting) was rendered moot and was not presented at the Special Meeting.




Item 8.01. Other Events.


Exchange Ratio.

Under the terms of the Merger Agreement, upon the closing of the transaction, Zynga stockholders will be entitled to receive $3.50 in cash and 0.0406 shares of Take-Two's common stock, par value $0.01 per share, for each share of Common Stock. Under the terms of the Merger Agreement, the equity award exchange ratio governing Take-Two's assumption of outstanding options to purchase Common Stock, restricted stock unit award covering Common Stock and performance stock unit awards covering Common Stock shall be 0.0702.

Press Release.

On May 19, 2022, Zynga and Take-Two issued a joint press release announcing the results of the Special Meeting and the special meeting of Take-Two's stockholders to consider certain proposals related to the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference.


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Item 9.01 Financial Statements and Exhibits




(d) Exhibits,

EXHIBIT
  NO.                                     DESCRIPTION

99.1           Joint Press Release, dated May 19, 2022

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)



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