Document



 
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 25, 2019
 
 
 
 
 
 
 
 
 
 
 
 
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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o 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 o 
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. o 








Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 25, 2019, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on: (1) the election of eleven directors; (2) an advisory non-binding vote regarding the compensation of the Company’s named executive officers; (3) the approval of the GameStop Corp. 2019 Incentive Plan; 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 1, 2020. The voting results on these proposals were as follows:
1. The Company’s stockholders elected each of the eleven nominees for director to serve until the next annual meeting and until such director’s successor is elected and qualified:
Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
Daniel A. DeMatteo
 
58,511,615
 
3,832,643
 
182,728
 
25,966,050
Jerome L. Davis
 
58,549,612
 
3,788,932
 
188,442
 
25,966,050
Lizabeth Dunn
 
60,705,048
 
1,659,240
 
162,698
 
25,966,050
Raul J. Fernandez
 
60,877,491
 
1,466,190
 
183,305
 
25,966,050
Thomas N. Kelly Jr.
 
58,583,844
 
3,753,151
 
189,991
 
25,966,050
Steven R. Koonin
 
58,361,185
 
3,975,431
 
190,370
 
25,966,050
George E. Sherman
 
60,192,780
 
2,101,396
 
232,810
 
25,966,050
Gerald R. Szczepanski
 
57,457,648
 
4,882,700
 
186,638
 
25,966,050
Carrie W. Teffner
 
60,146,868
 
2,193,403
 
186,715
 
25,966,050
Kathy P. Vrabeck
 
59,488,830
 
2,852,130
 
186,026
 
25,966,050
Lawrence S. Zilavy
 
58,321,403
 
4,010,731
 
194,852
 
25,966,050
2. The Company’s stockholders approved, on an advisory, non-binding basis, the compensation of the named executive officers of the Company, by the following vote:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
54,453,159
 
7,754,697
 
319,130
 
25,966,050
3. The Company's stockholders approved, by the following vote, the GameStop Corp. 2019 Incentive Plan:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
55,001,629
 
7,280,629
 
244,728
 
25,966,050
4. The Company’s stockholders ratified 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 1, 2020, by the following vote:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
85,701,828
 
2,050,754
 
740,454
 
0







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 27, 2019
By:
/s/ James A. Bell
 
 
 
 
 
 
Name: James A. Bell
Title: Executive Vice President and Chief Financial Officer