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
(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 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 | ||||||||||||||