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): June 15, 2023
GameStop Corp.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 1-32637 | | 20-2733559 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
625 Westport Parkway, Grapevine, TX 76051
(817) 424-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Class A Common Stock | | GME | | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
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 5.07 Submission of Matters to a Vote of Security Holders
On June 15, 2023, GameStop Corp. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders voted on (1) the election of directors; (2) an advisory, non-binding resolution regarding the compensation of the Company’s named executive officers; (3) an advisory, non-binding resolution regarding the frequency of advisory votes on executive compensation; and (4) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2024.
Proposal 1: Election of Directors
The Company's stockholders elected the following individuals as directors for a term of one year and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal, by the vote indicated below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nominee | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| Alain (Alan) Attal | | 117,091,447 | | 11,897,519 | | 507,230 | | 60,764,147 |
| Lawrence (Larry) Cheng | | 125,985,111 | | 3,130,558 | | 380,527 | | 60,764,147 |
| Ryan Cohen | | 126,952,124 | | 2,289,230 | | 254,842 | | 60,764,147 |
| James (Jim) Grube | | 127,832,379 | | 1,098,947 | | 564,870 | | 60,764,147 |
| Yang Xu | | 125,734,133 | | 3,154,276 | | 607,787 | | 60,764,147 |
Proposal 2: Advisory Non-binding Vote on Executive Compensation
The Company’s stockholders approved, on an advisory, non-binding basis, the compensation of the named executive officers of the Company, by the vote indicated below:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 124,715,744 | | 4,107,556 | | 672,896 | | 60,764,147 |
Proposal 3: Approval of Frequency of Advisory Votes on Executive Compensation
The Company’s stockholders approved, on an advisory, non-binding basis, to continue to hold the advisory vote on executive compensation every year, by the vote indicated below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 1 Year | | 2 Year | | 3 Year | | Abstentions | | Broker Non-Votes |
| 125,193,904 | | 1,017,589 | | 1,689,270 | | 1,595,433 | | 60,764,147 |
In light of the voting results, the Company’s Board of Directors has determined that an advisory vote to approve the compensation of the Company’s named executive officers will be conducted every year, until the Company holds the next required stockholder advisory vote on the frequency of conducting the advisory vote on executive compensation.
Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders approved the ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending February 3, 2024, by the vote indicated below:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 188,332,015 | | 646,440 | | 1,281,888 | | — |
SIGNATURE
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 hereunto duly authorized.
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| | GAMESTOP CORP. | | |
| | (Registrant) | | |
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| Date: June 21, 2023 | By: | /s/ Diana Saadeh-Jajeh | | |
|
| Diana Saadeh-Jajeh Chief Financial Officer |
