Take Two CEO Offed from Board by Billionaire Shareholder

Carl Icahn - who battled for Marvel - moves in.

Posted by Staff
Take Two CEO Offed from Board by Billionaire Shareholder
Take-Two Interactive's CEO, Ben Feder, will not be retaining his board membership of the GTA IV-publisher after its 2010 Annual Meeting. He will be replaced by one of three other people nominated by Carl Icahn, best known for his attempt to take over Marvel Comics.

The official announcement is that, "As part of an agreement reached with Mr. Icahn, Take-Two will nominate for election by stockholders Mr. Icahn’s nominees, SungHwan Cho, Brett Icahn and James L. Nelson. Mr. Icahn has agreed that he will vote his shares at the annual meeting for Take-Two’s full slate of nominees, which will also include incumbent directors Strauss Zelnick, Michael Dornemann, Robert Bowman, J Moses and Michael Sheresky. If the nominees are elected to the Company’s Board and Mr. Icahn’s holdings in Take-Two subsequently fall below 5 percent, his nominees will resign from the Board immediately. "

In short, it's Mr Icahn saying something along the lines of 'appoint my guys or I'll buy more shares and vote you all off."

This looks very much like an attempt by the current management team lead by Strauss Zelnick, to retain control of the organisation. Why, well wording in an official document filed with the SEC states, "The Agreement further provides that the Icahn Group will refrain from the solicitation of proxies in connection with the 2010 Annual Meeting and will cause all shares of Company common stock beneficially owned by each member to be voted at the 2010 Annual Meeting in favor of the directors nominated by the Company’s board of directors."

Why would Zelnick and his team need to be on the defensive? Another filing made to the SEC by Marc Weitzen of Icahn Capital LP on December 17th last year provides a clue. In it Weitzen (one of the 'Reporting Persons') states that shares in T2 were bought due to them being "undervalued", and that "The Reporting Persons may, from time to time, seek to have
conversations with representatives of the Issuer about the Company."

Basically, Mr Icahn owns enough T2 stock now to force board elections and to 'have conversations' with Take 2. That latter line actually means he can assert his opinion on the current management business decisions.

While not on the board any longer, Ben Feder will retain his position as CEO.

It all makes jacking a car look just a little amateur. We'll keep watching this one.



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