The following information is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition," and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

On June 13, 2012, Mad Catz Interactive, Inc. (the "Company") issued a press release announcing its financial results for its fiscal fourth quarter and fiscal year ended March 31, 2012. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in this Current Report, including the exhibit, shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

On June 12, 2012, the independent members of the Company's Board of Directors approved amendments to the Company's compensation program for its executive officers. The independent directors approved an executive bonus plan for fiscal 2013, pursuant to which each executive officer is eligible to receive a target bonus equal to a percentage of the executive officer's fiscal 2013 base salary if applicable performance objectives are met. The performance objectives established by the independent directors are based primarily upon the Company's net income before income taxes in fiscal 2013, after accrual of bonuses thereunder and excluding the non-cash income statement impact of acquisition related costs and the change in warrant liability related to the warrants issued by the Company in the April 2011 private financing. The independent directors also established individual performance objectives for fiscal 2013 related to each executive officer's position and responsibilities within the Company. The executive officers' fiscal 2013 target award percentages and target bonus awards are set forth below.

                                                                         Target
                                                                        Bonus as             Target
Name                                     Title                         % of Salary         Bonus Award
Darren Richardson    President and Chief Executive Officer of the
                     Company                                                     60 %     $     246,580
Allyson Evans        Chief Financial Officer of the Company                      50 %     $     125,000
Brian Andersen       Chief Operating Officer of the Company                      50 %     $     126,730
Whitney Peterson     Vice President - Corporate Development and
                     General Counsel of Mad Catz, Inc.                           50 %     $     133,597

(d) Exhibits.

99.1 Press Release, dated June 13, 2012, issued by Mad Catz Interactive, Inc., furnished pursuant to Item 2.02 of Form 8-K.