UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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GAMESTOP CORP.
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(Name of Registrant as Specified in Its Charter)
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HESTIA CAPITAL PARTNERS LP
HESTIA CAPITAL MANAGEMENT, LLC
KURTIS J. WOLF
PERMIT CAPITAL ENTERPRISE FUND, L.P.
PERMIT CAPITAL, LLC
PERMIT CAPITAL GP, L.P.
JOHN C. BRODERICK
ADAM DUKOFF
PAUL J. EVANS
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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Hestia Capital
Partners LP (“Hestia LP”) and Permit Capital Enterprise Fund, L.P. (“Permit Enterprise”), together with
the other participants named herein (collectively, the “Stockholder Group”), have filed a preliminary proxy statement
and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes
for the election of its slate of highly-qualified director nominees at the 2020 annual meeting of stockholders of GameStop Corp.,
a Delaware corporation (the “Company”).
On April
6, 2020, the Stockholder Group issued the following press release and posted it to https://www.RestoreGameStop.com:
Investor Group Files Preliminary
Proxy Statement Relating to the Election of Two Stockholder-Aligned Directors at GameStop's 2020 Annual Meeting
Issues Important Note to Stockholders
to Ensure Shares Are Voteable at the Annual Meeting
April 6, 2020 - Pittsburgh -- Hestia Capital Partners LP, Permit
Capital Enterprise Fund, L.P. and their affiliates (the “Investor Group”), who beneficially own approximately 7.5%
of the outstanding common stock of GameStop Corp. (NYSE: GME), announced today that they have filed a preliminary proxy statement
with the SEC in conjunction with the Company’s 2020 annual meeting of stockholders (the “2020 Annual Meeting”),
which is expected to take place in mid-June. In addition, due to the high short interest in GameStop’s stock, the Investor
Group provided guidance to stockholders about how to ensure their shares will be voted at the 2020 Annual Meeting.
Stockholders can review the Investor Group’s materials
and other important information at www.RestoreGameStop.com
IMPORTANT NOTE TO GAMESTOP STOCKHOLDERS REGARDING
VOTING THEIR SHARES AT THE 2020 ANNUAL MEETING:
GameStop stockholders who have loaned, pledged or hypothecated
any of their Common Stock may not be able to vote their shares unless such shares are returned to their accounts before the record
date. Due to the short interest in GameStop, it is possible that stockholders are not aware that their stock has been
loaned by their broker. According to information GameStop has provided to custodial banks, brokers and other intermediaries,
we believe GameStop has set a record date of Monday, April 20 for the 2020 Annual Meeting. Since shares
on loan cannot be voted, it is imperative that stockholders who wish to vote at the 2020 Annual Meeting make certain they have
their shares in proper voting order before the record date. It is important to know that this process may take several
days to complete. Stockholders can call Saratoga Proxy Consulting LLC at (212) 257-1311 or (888) 368-0379 if they have any
questions with this process.
About Hestia Capital
Hestia Capital is a long term focused, deep value investment
firm that typically makes long-term investments in a narrow selection of companies facing company-specific, and/or industry, disruptions.
Hestia seeks to leverage its General Partner's expertise in competitive strategy and capital markets to identify attractive situations
within this universe of disrupted companies. These companies are often misunderstood by the general investing community and provide
the 'price dislocations' which allows Hestia to identify, and invest in, highly attractive risk/reward investment opportunities.
About Permit Capital Enterprise Fund
The Permit Capital Enterprise Fund, through its management
company, follows an investing philosophy that seeks to identify securities trading at a discount to intrinsic value. The investment
approach is bottom-up and focused on the valuation of the securities of individual issuers. The management company’s assessment
of intrinsic value is based on its own fundamental research as well as numerous sources of publicly available information.
Contacts:
Kurt Wolf at 724-687-7842
John Broderick at 610-941-5025
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Hestia Capital Partners LP (“Hestia LP”)
and Permit Capital Enterprise Fund, L.P. (“Permit Enterprise”), together with the other participants named herein (collectively,
the “Stockholder Group”), have filed a preliminary proxy statement and accompanying WHITE proxy card with the Securities
and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified director
nominees at the 2020 annual meeting of stockholders of GameStop Corp., a Delaware corporation (the “Company”).
THE STOCKHOLDER GROUP STRONGLY ADVISES
ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE
AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT
CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the proxy solicitation
are anticipated to be Hestia LP, Hestia Capital Management, LLC (“Hestia LLC”), Kurtis J. Wolf, Permit Enterprise,
Permit Capital, LLC (“Permit LLC”), Permit Capital GP, L.P. (“Permit GP”), John C. Broderick, Adam Dukoff
and Paul J. Evans.
As of the date hereof,
Hestia LP beneficially owns directly 934,600 shares of Class A common stock, par value $0.001 per share (the “Common Stock”),
of the Company. Hestia LLC, as the general partner of Hestia LP, may be deemed to beneficially own the 934,600 shares of Common
Stock of the Company directly owned by Hestia LP and an additional 402,500 shares of Common Stock of the Company held in certain
separately managed accounts. Mr. Wolf, as the Managing Member of Hestia LLC, may be deemed to beneficially own the 934,600 shares
of Common Stock of the Company directly owned by Hestia LP and an additional 402,500 shares of Common Stock of the Company held
in certain separately managed accounts. In addition, Mr. Wolf is deemed to beneficially own 21,400 shares of Common Stock that
are beneficially owned directly by Mr. Wolf, his wife and various trusts for the benefit of his children.
As of the date hereof,
Permit Enterprise beneficially owns directly 2,828,536 shares of Common Stock. Permit GP, as the general partner of Permit Enterprise,
may be deemed to beneficially own the 2,828,536 shares of Common Stock of the Company directly owned by Permit Enterprise. Permit
LLC, as the investment manager of Permit Enterprise, may be deemed to beneficially own the 2,828,536 shares of Common Stock of
the Company directly owned by Permit Enterprise. John C. Broderick, as a Partner of Permit LLC with sole voting and dispositive
power over such shares, may be deemed to beneficially own the 2,828,536 shares of Common Stock of the Company directly owned by
Permit Enterprise. In addition, Mr. Broderick beneficially owns directly 576,645 shares of Common Stock of the Company, which includes
3,825 shares of Common Stock of the Company that are beneficially owned directly by his wife.
As of the date hereof, Mr. Dukoff
beneficially owns directly 48,900 shares of Common Stock of the Company. As of the date hereof, Mr. Evans beneficially owns directly
5,000 shares of Common Stock of the Company.
Source:
Hestia Capital Management, LLC & Permit Capital
Enterprise Fund, L.P.
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