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 12, 2020
(Exact name of Registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 12, 2020, the Company held its 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; and (3) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2021.
First Coast Results, Inc., the independent inspector of the elections (the "Inspector") for the Annual Meeting, delivered its final vote tabulation on June 17, 2020 that certified the voting results for each of the matters that were submitted to a vote at the Annual Meeting. According to the Inspector's final tabulation of voting, stockholders representing 42,886,817 shares, or 66.4% of the Company's common stock outstanding as of the record date for the Annual Meeting, were present in person or were represented by proxy at the Annual Meeting.
Proposal 1: Election of Directors
The Board nominated Jerome L. Davis, Lizabeth Dunn, Raul J. Fernandez, Reginald Fils-Aimé, Thomas N. Kelly Jr., William Simon, George E. Sherman, James Symancyk, Carrie W. Teffner and Kathy P. Vrabeck for election as directors. Hestia Capital Partners, LP, Permit Capital Enterprise Fund, L.P. and their affiliates nominated Paul J. Evans and Kurtis J. Wolf to replace Jerome L. Davis and Thomas N. Kelly Jr. in the slate of director nominations. Accordingly, there were 12 nominees standing for election at the 2020 Annual Meeting for 10 director positions.
Under the plurality voting standard, which applies in a contested election, the 10 nominees who received the most "FOR" votes were elected as directors. Based on the final voting results, the Company's stockholders elected as directors Lizabeth Dunn, Paul J. Evans, Raul J. Fernandez, Reginald Fils-Aimé, George E. Sherman, William Simon, James Symancyk, Carrie W. Teffner, Kathy P. Vrabeck and Kurtis J. Wolf. Each has been elected to serve until the 2021 annual meeting and until his or her successor is elected and qualified. The final voting results for the election of directors, as provided by the Inspector, is set forth below.
| Nominee | Votes For | Abstentions | ||||||||||||
| Jerome L. Davis | 14,155,899 | 1,460,654 | ||||||||||||
| Lizabeth Dunn | 39,970,176 | 1,446,839 | ||||||||||||
| Paul J. Evans | 25,783,679 | 55,526 | ||||||||||||
| Raul J. Fernandez | 39,959,686 | 1,457,329 | ||||||||||||
| Reginald Fils-Aimé | 40,019,511 | 1,397,504 | ||||||||||||
| Thomas N. Kelly Jr. | 14,200,937 | 1,415,616 | ||||||||||||
| George E. Sherman | 39,998,822 | 1,418,193 | ||||||||||||
| William Simon | 39,986,400 | 1,430,615 | ||||||||||||
| James Symancyk | 40,007,229 | 1,409,786 | ||||||||||||
| Carrie W. Teffner | 40,016,260 | 1,400,755 | ||||||||||||
| Kathy P. Vrabeck | 39,990,086 | 1,426,929 | ||||||||||||
| Kurtis J. Wolf | 25,224,634 | 614,571 | ||||||||||||
Proposal 2: Advisory Non-binding Vote on Executive Compensation
Based on the final voting results, 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 | ||||||||||||
| 19,197,150 | 19,061,403 | 3,197,195 | ||||||||||||
Proposal 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm
Based on the final voting results, the Company’s stockholders approved the ratification of 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 January 30, 2021, by the vote indicated below:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 38,870,716 | 613,708 | 3,402,393 | ||||||||||||
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, 2020 | By: | /s/ James A. Bell | ||||||||||||
| | Name: James A. Bell Title: Executive Vice President and Chief Financial Officer | |||||||||||||