GameStop (GME) Proxy filing summary

Executive summary

• Supplement No. 2 to the proxy statement withdraws Proposal 4 (CEO Performance Award) from stockholder consideration at the 2026 annual meeting scheduled for July 7, 2026.

• The withdrawal follows the CEO's request to focus leadership on operating performance and the proposed acquisition of eBay.

• A class action lawsuit was filed alleging breaches of fiduciary duty related to the proxy statement and proposals, particularly Proposals 4 and 5.

Voting matters and shareholder proposals

• Proposal 4 (CEO Performance Award) has been withdrawn and will not be voted on at the annual meeting.

• Proposal 5 seeks to add 1.5 billion authorized shares to the certificate of incorporation.

• The class action seeks to enjoin the vote on Proposal 5, arguing the voting standard was unlawfully changed from a majority of all voting power to a majority of votes cast.

• The company maintains that the voting standard for Proposal 5 is consistent with Delaware law and NYSE rules.

Board of directors and corporate governance

• The board consists of Ryan Cohen (CEO/Chairman), Alan Attal (Lead Independent Director), Larry Cheng, Jim Grube, and Nathaniel Turner.

• Several directors have longstanding business and financial ties to the CEO, raising questions about independence.

• The board and compensation committee approved the CEO Performance Award and changes to voting procedures.