UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9 19, 2022

ZYNGA INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	~~001-35375~~	42001-~~1733483~~35375	42-1733483
(State or Other Jurisdiction of Incorporation)	~~(Commission File Number)~~	(~~IRS~~Commission ~~Employer~~File ~~Identification No.~~Number)	(IRS Employer Identification No.)
699 Eighth Street San Francisco, CA 94103		94103
(Address of Principal Executive Offices)		(Zip Code)

699 Eighth Street

San Francisco, CA 94103

94103

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (855) 449-9642

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock

ZNGA

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.~~02Results~~07. Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

OnAt 8:00 a.m., Pacific Time, on May 919, 2022, Zynga Inc. (“Zynga”) ~~issued~~held a special meeting of its Q1stockholders ~~2022~~(the ~~Quarterly~~“Special ~~Earnings~~Meeting”) ~~Letter~~to ~~announcing~~consider ~~its~~certain ~~financial~~proposals ~~results~~related ~~for~~to the ~~quarter~~Agreement ~~ended~~and ~~March~~Plan of Merger, dated as of January 319, 2022., Aas ~~copy~~amended of (the ~~quarterly~~“Merger ~~earnings~~Agreement”), ~~letter~~by isand ~~furnished~~among asZynga, ~~Exhibit~~Take-Two 99Interactive Software, Inc.1 to(“Take-Two”), ~~this~~Zebra ~~Current~~MS ~~Report~~I, onInc., ~~Form~~a 8Delaware corporation and a direct wholly owned subsidiary of Take-KTwo, and isZebra ~~incorporated~~MS ~~herein~~II, byInc., ~~reference~~a Delaware corporation and a direct wholly owned subsidiary of Take-Two.

~~The~~As ~~information~~of ~~furnished~~the inclose ~~Item~~of ~~2.02~~business ofon ~~this~~April 4, ~~Current~~2022, ~~Report~~the onrecord ~~Form~~date ~~8-K~~for the Special Meeting, ~~including~~there ~~Exhibit~~were ~~99.~~1,137,276,459 ~~attached~~shares ~~hereto~~of Zynga’s class A common stock, ~~shall~~par ~~not~~value be$0.00000625 ~~deemed~~per share (“~~filed~~Common Stock”), ~~for~~outstanding, ~~purposes~~each of ~~Section~~which 18was ofentitled ~~the~~to ~~Securities~~one ~~Exchange~~vote ~~Act~~on ofeach ~~1934,~~proposal asat ~~amended~~the (Special Meeting. Present at the ~~“Exchange~~Special ~~Act”)~~Meeting virtually or ~~otherwise~~by ~~subject~~proxy towere ~~the~~holders ~~liabilities~~ of ~~that section~~777,303,250 ~~nor~~shares ~~shall~~of itCommon beStock, ~~deemed~~representing ~~incorporated~~approximately by68.35% ~~reference~~of ~~into~~the ~~any~~Common ~~other~~Stock ~~filing~~issued ~~under~~and ~~the~~outstanding ~~Securities~~as ~~Act~~ of ~~1933,~~the asclose ~~amended~~of orbusiness on the ~~Exchange~~record ~~Act~~date, ~~except~~which asconstituted ~~expressly~~a ~~set~~quorum ~~forth~~to byconduct ~~specific~~business ~~reference~~at inthe ~~such~~Special aMeeting ~~filing~~under Zynga’s bylaws.

~~Item~~The ~~9.01Financial~~following ~~Statements~~are the voting results of the proposals considered and ~~Exhibits~~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 (d)the ~~Exhibits~~“Merger Proposal”).

Exhibit Number		Description
99.1+		Quarterly Earnings Letter
104__		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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

+ This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


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.

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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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

	~~ZYNGA INC.~~		ZYNGA INC.
Date: May 9, 2022	By:	/s/ James Gerard Griffin
Date: May 19, 2022			By:	/s/ Phuong Phillips
		James Gerard Griffin
				Phuong Phillips
		Chief Financial Officer
				Chief Legal Officer and Secretary

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