third-party search firms). When nominating an incumbent director for re-election at an annual meeting, the Nominating and Corporate Governance Committee
considers the directors performance on the Board and its committees and the directors qualifications in light of the Nominating and Corporate Governance Committees assessment of the Boards needs. The Nominating and Corporate
Governance Committee has not adopted any criteria for evaluating a candidate for nomination to the Board that differ depending on whether the candidate is nominated by a stockholder, an incumbent director, our management, third-party search firm or
other source.
Consideration of Stockholder-Nominated Directors
In addition to proposing a candidate for possible nomination by the Nominating and Corporate Governance Committee, any stockholder is entitled to directly
nominate one or more candidates for election to the Board in accordance with our Bylaws. See Other MattersOther Proposals and Nominees later in this proxy statement. Also, in March 2017, the Board amended the Bylaws to include a
proxy access provision. The proxy access bylaw allows a stockholder, or a group of up to 25 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years, to nominate and include in our proxy materials
director nominees constituting up to two individuals or 25% of the Board (whichever is greater), provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in Article III of the Bylaws. The complete text of our
Bylaws, as amended, is available on our website at http://investor.gamestop.com and is available in print to any stockholder who requests it in writing to our Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. See
Other MattersProxy Access Director Nominees elsewhere in this proxy statement.
Annual Board Evaluation Process
The Board recognizes that a robust and constructive evaluation process is an essential part of good corporate governance and board
effectiveness. The evaluation processes utilized by the Board are designed and implemented under the direction of the Nominating and Corporate Governance Committee and aim to assess Board and committee effectiveness as well as individual Director
performance and contribution levels. The Nominating and Corporate Governance Committee and full Board consider the results of these evaluations in connection with their review of Director nominees to ensure the Board continues to operate
effectively.
Our directors regularly complete governance questionnaires and self-assessments. These questionnaires and assessments, and feedback
from discussions between members of the Nominating and Corporate Governance Committee and individual directors, facilitate a candid assessment of: (i) the Boards performance in areas such as business strategy, risk oversight, talent
development and succession planning and corporate governance; (ii) the Boards structure, composition and culture; and (iii) the mix of skills, qualifications and experiences of our directors.
Corporate Governance
Director Independence; Independence
Determination
The Board has adopted the definition of independence in the listing standards of the NYSE. In its assessment of director
independence, the Board considers all commercial, charitable and other relationships and transactions that any director or member of his or her immediate family may have with us, with any of our affiliates or with any of our consultants or advisers.
The Board has affirmatively determined that each of Alan Attal, Larry Cheng, Ryan Cohen, Jim Grube and Yang Xu is independent under the NYSE
standards as well as under standards set forth in SEC regulations, and that the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are comprised exclusively of independent directors under the foregoing
standards. The Board did not determine Mr. Sherman to be independent because of his current executive position with us.
Our independent and non-management directors hold regularly scheduled executive sessions without management present.
Board
Leadership Structure
The Boards leadership structure is currently comprised of an independent Chair of the Board, our Chief
Executive Officer and 10 other independent directors. Effective immediately upon his election at the annual meeting, Ryan Cohen will become the Chair of the Board. In this role, Mr. Cohen will preside over regularly scheduled meetings with the
other non-management directors to discuss and evaluate our business without members of management present and will provide guidance and oversight to management. Mr. Sherman, our Chief Executive Officer
also serves as a director. The Board believes that Mr. Shermans service as a director further enhances the Boards oversight of our day-to-day operations
and provides additional management expertise with respect to the complexities of our business units. All directors play an active role in overseeing our business both at the Board and committee level. This structure, together with our other
corporate governance practices, provides strong independent oversight of management while ensuring clear strategic direction for us. The Board believes that at this time our stockholders are best served by this structure.
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