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(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:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐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
iClass
A Common Stock
iGME
iNYSE
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 i☐
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2022, the stockholders of GameStop Corp. (the “Company”) adopted and approved the Company’s 2022 Incentive Plan (the “2022 Plan”) at its 2022 annual meeting of stockholders (the “Annual
Meeting”). A summary of the material terms of the 2022 Plan is included under the heading “Proposal 2: Approval of the GameStop Corp. 2022 Incentive Plan” in the definitive proxy statement filed by the Company in connection with the Annual Meeting with the Securities and Exchange Commission on April 21, 2022,which summary is incorporated herein by reference. The summary of the 2022 Plan is qualified in its entirety by reference to the full text of the 2022 Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
On June 2, 2022, the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s
Class A Common Stock (the “Common Stock”) to 1,000,000,000. The Charter Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 3, 2022.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2022, the
Company held its Annual Meeting. At the Annual Meeting, the stockholders voted on (1) the election of directors; (2) the adoption and approval of the 2022 Plan; (3) an advisory, non-binding resolution regarding the compensation of the Company’s named executive officers; (4) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2023; and (5) the approval of the Charter Amendment.
Nominee
Votes
For
Votes Against
Abstentions
Broker Non-Votes
Matthew Furlong
46,496,353
165,625
194,988
10,168,511
Alain (Alan) Attal
45,448,440
1,046,793
361,733
10,168,511
Lawrence
(Larry) Cheng
46,175,297
451,342
230,327
10,168,511
Ryan Cohen
46,598,446
178,453
80,067
10,168,511
James (Jim) Grube
46,237,165
315,739
304,062
10,168,511
Yang
Xu
46,016,187
541,574
299,205
10,168,511
Proposal 2: Adoption and Approval of the GameStop Corp. 2022 Incentive Plan.
The Company’s stockholders approved the 2022 Plan, by the vote indicated below:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
44,124,864
2,601,247
130,853
10,168,511
Proposal 3: 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
44,519,065
2,076,581
261,318
10,168,511
Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm.
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 28, 2023, by the vote indicated below:
Votes For
Votes
Against
Abstentions
Broker Non-Votes
56,206,132
530,992
288,351
—
Proposal 5: Approval of Charter Amendment.
The Company’s stockholders approved the Charter Amendment, by the vote indicated
below:
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.