SUPPLEMENT TO
GAMESTOP CORP.
PROXY
STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 15, 2023
This
proxy statement supplement dated June 8, 2023 (the “Supplement”) supplements the definitive proxy statement and notice of annual meeting of stockholders dated May 2, 2023 (the “Proxy Statement”) filed by GameStop Corp.
(the “Company”) relating to the proxies being solicited by the Board of Directors of the Company (the “Board”) in connection with the Company’s 2023 Annual Meeting of Stockholders to be held on Thursday, June 15, 2023
at 10:00 a.m. Central Daylight Time in virtual-only format (the “Annual Meeting”). This Supplement, which describes a recent change in the proposed nominees for election to the Board, should be read in conjunction with the Proxy Statement
and related proxy materials, including the Notice Regarding the Availability of Proxy Materials.
Withdrawal of Nominee for Election to the Board
As described in the Proxy Statement, the Board nominated six candidates to stand for election as directors at the Annual Meeting. However, as
previously disclosed by the Company on a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2023, Matthew Furlong, one of the director nominees named in the Proxy
Statement, was terminated without cause as President and Chief Executive Officer of the Company on June 5, 2023 and resigned from the Board, effective immediately. On June 5, 2023, the Board determined to withdraw its nomination of
Mr. Furlong, and does not intend to nominate a replacement nominee, for election at the Annual Meeting. The Board also determined to reduce the size of the Board from six to five members on June 7, 2023.
Each of the five remaining candidates nominated by the Board named in the Proxy Statement sent or made available to the Company’s stockholders intends to
stand for election or re-election at the Annual Meeting, as applicable.
Voting Matters
The form of proxy card included in the Company’s definitive proxy materials remains valid, notwithstanding Mr. Furlong’s withdrawal.
Mr. Furlong has also irrevocably appointed Nir Patel as his substitute proxy for the Annual Meeting, with further power of substitution. Any votes that are or have been submitted with instruction to vote for all of the Board’s nominees
will be voted only for the remaining five nominees named in the Proxy Statement. Proxies already returned by stockholders will remain valid and will be voted at the Annual Meeting unless revoked. Proxies received in respect of the election of
Mr. Furlong will not be voted with respect to his election, but will continue to be voted as directed or otherwise as set forth therein with respect to all matters properly brought before the Annual Meeting, including the election or re-election of the other director nominees, as applicable.
If you have already returned your proxy card or provided
voting instructions, you do not need to take any action unless you wish to change your vote by submitting a new proxy card or voting instruction. If you have not yet returned your proxy card or submitted your voting instructions, please complete and
return the proxy card or submit voting instructions, disregarding the name of Mr. Furlong as a nominee for election as director.