Form 8-K - Current report

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 18, 2024

GameStop Corp.

(Exact name of Registrant as specified in its charter)

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:

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 17, 2024, GameStop Corp. (the “Company”) held its 2024 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) the ratification of the appointment of Deloitte & Touche LLP

as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2025; and (4) a

stockholder proposal requesting a board skills and diversity matrix in the Company’s proxy statement.

Proposal 1: Election of Directors

The Company’s stockholders elected each of the five nominees listed below for director to serve until the next annual meeting

and until such director’s successor is elected and qualified, by the vote indicated below:


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Alain (Alan) Attal	151,113,309	2,715,700	7,125,397	57,014,177
Lawrence (Larry) Cheng	157,526,789	1,963,773	1,463,843	57,014,177
Ryan Cohen	159,369,079	537,478	1,047,849	57,014,177
James (Jim) Grube	157,343,965	1,058,871	2,551,569	57,014,177
Yang Xu	155,670,066	1,896,247	3,388,093	57,014,177

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
157,798,984	2,284,568	870,853	57,014,177	57,014,177

Proposal 3: Approval of Frequency of Advisory Votes on Executive Compensation

The Company’s stockholders approved the ratification of the appointment of Deloitte & Touche LLP as the Company’s

independent registered public accounting firm for the Company’s fiscal year ending February 1, 2025, by the vote indicated

below:


Votes For	Votes Against	Abstentions	Broker Non-Votes
215,961,251	927,116	1,080,215	—

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 did not approve the stockholder proposal requesting a board skills and diversity matrix in the

Company’s proxy statement, by the vote indicated below:


Votes For	Votes Against	Abstentions	Broker Non-Votes
15,908,383	143,629,029	1,416,994	57,014,177

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.

GAMESTOP CORP.

(Registrant)

Date: June 18, 2024

By:

/s/ Daniel Moore

Daniel Moore

Principal Financial and Accounting Officer

Cover	Jun. 18, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 18, 2024
Entity Registrant Name	GameStop Corp.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-32637
Entity Tax Identification Number	20-2733559
Entity Address, Address Line One	625 Westport Parkway
Entity Address, City or Town	Grapevine
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76051
City Area Code	817
Local Phone Number	424-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	GME
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001326380
Amendment Flag	false