Take-Two posts annual report as board member resigns

Barbara Kaczynski resigns from company, cites Hot Coffee and "increasingly unhealthy relationship" between management and the board.

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It was good news, bad news for Take-Two Interactive today. The company announced that it had finished its delayed annual report, but it revealed that a board member had resigned, throwing a little dirt on her way out.

In a filing with the Securities and Exchange Commission today, Take-Two Interactive announced the resignation of Barbara A. Kaczynski, a member of the company's board of directors and corporate governance committee and chair of its audit committee.

Included in the filing was Kaczynski's letter of resignation, which offered no reason for her departure, and a letter from her new legal representation, which did. In addition to concern over the Hot Coffee scandal, the resulting Federal Trade Commission investigation, and various SEC inquiries, Kaczynski was unhappy with the communication and cooperation (or lack thereof) provided to her by company management. The letter indicated that the situation had grown worse in connection with the company's delayed filing of its annual report.

"Ms. Kaczynski's concerns have risen significantly because of what she views as an increasingly unhealthy relationship between senior management and the board of directors," according to the letter from her law firm. "In her experience, management's interactions with the board were characterized by a lack of cooperation and respect. Moreover, Ms. Kaczynski felt that management failed to keep the board informed of important issues facing the company or failed to do so in a timely fashion."

Kaczynski has been replaced on the board by Michael J. Malone, chairman of DMX Music until that company's bankruptcy in February of 2005 and current chairman of charter jet company Erin Air and member of the board of directors and audit committee for Expeditors International of Washington Inc.

While Take-Two still hasn't filed its annual report with the SEC, the company said that it expects to do so by the close of business February 1 and that the preliminary numbers reported by the company haven't changed. The same announcement contained an update on the recent fire at the company's Manhattan offices. While no employees were injured, the offices were damaged such that the company is temporarily relocating that facility's workers, though it does not expect the fire to have a significant effect on its bottom line.

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