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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): January 11,
2021
GameStop Corp.
(Exact name of Registrant as specified in its charter)
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Delaware |
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1-32637 |
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20-2733559 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(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:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ 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:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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Class A Common Stock |
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GME |
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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
☐
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 1.01
Entry into a Material Definitive Agreement.
On January 10, 2021, GameStop Corp. (the “Company”) entered into an
agreement (the “Agreement”) with RC Ventures LLC and Ryan Cohen
(together, “RC Ventures”).
Pursuant to the Agreement, the Company has agreed to increase the
size of its board of directors (the “Board”) by three directors to
a total of 13 directors and appoint Alain (Alan) Attal, Ryan Cohen
and James (Jim) Grube (the “New Directors”) as members of the
Board, each with a term expiring at the Company’s 2021 annual
meeting of stockholders (the “2021 Annual Meeting”). The Company
has further agreed that, effective at the 2021 Annual Meeting, the
size of the Board will be reduced by four directors to a total of
nine directors. The Board will nominate each of the New Directors
(or their replacements appointed in accordance with the terms of
the Agreement) and current directors Paul Evans, Reginald
Fils-Aimé, George Sherman, William Simon, Carrie Teffner and Kurt
Wolf for election as directors at the 2021 Annual
Meeting.
As part of the Agreement, RC Ventures has agreed to customary
standstill provisions, which provide that from the date of the
Agreement until the earlier of (a) the date that is 30 calendar
days prior to the deadline for the submission of director
nominations by stockholders for the Company’s 2022 annual meeting
of stockholders and (b) the date that is 120 days prior to the
first anniversary of the 2021 Annual Meeting (such period, the
“Standstill Period”), RC Ventures will not, among other things: (i)
acquire beneficial ownership in, or aggregate economic exposure to,
directly or indirectly, more than 19.9% of the Company’s
outstanding common stock; (ii) make any proposal for consideration
by stockholders at any annual or special meeting of stockholders of
the Company; (iii) make any offer or proposal with respect to any
extraordinary transactions; or (iv) seek, alone or in concert with
others, the appointment, election or removal of any directors in
opposition to any recommendation of the Board, in each case as
further described in the Agreement. As part of the Agreement, the
Company has permitted RC Ventures to acquire, whether in a single
transaction or multiple transactions from time to time, additional
shares of the Company’s common stock to the extent such
acquisitions would result in RC Ventures having beneficial
ownership of less than 20.0% of the outstanding shares, without
triggering the restrictions that would otherwise be imposed under
Section 203 of the Delaware General Corporation Law (the “DGCL”),
and RC Ventures has agreed that upon acquiring beneficial ownership
20.0% or more of the outstanding shares of the Company’s common
stock, the restrictions under Section 203 of the DGCL would apply
to a potential business combination with RC Ventures as an
“interested stockholder” (as defined in Section 203 of the
DGCL).
RC Ventures has also agreed that, during the Standstill Period, it
will, and will cause its affiliates and associates to, vote its
shares of the Company’s common stock at any meeting of the
Company’s stockholders in favor of each director nominated and
recommended by the Board for election at any such meeting and,
subject to certain exceptions, in support of other proposals as
recommended by the Board.
Pursuant to the Agreement, the New Directors will receive the same
benefits and the same compensation as other non-management
directors on the Board, provided, that Mr. Cohen has waived his
right to compensation for his service as a director of the
Company.
A copy of the Agreement is filed with this Form 8-K as Exhibit 10.1
and incorporated by reference herein. The foregoing description of
the Agreement is qualified in its entirety by reference to the full
text of the Agreement.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Pursuant to the Agreement, effective as of January 10, 2021, the
Board (a) voted to increase the size of the Board to 13 directors,
creating a total of three vacancies, and (b) appointed Alain (Alan)
Attal, Ryan Cohen and James (Jim) Grube to fill the resulting
vacancies, with terms expiring at the 2021 Annual Meeting. In
addition, Mr. Attal was appointed to the Compensation Committee of
the Board, Mr. Cohen was appointed to the Nominating and Corporate
Governance Committee of the Board and Mr. Grube was appointed to
the Audit Committee of the Board, each effective as of January 10,
2021.
Other than as described in Item 1.01 of this Form 8-K and the
Agreement, there are no arrangements or understandings between any
of the New Directors or any other persons pursuant to which any of
the New Directors were named a director of the Company. None of the
New Directors or their immediate family members have any direct or
indirect material interest in any transaction or proposed
transaction required to be reported under Item 404(a) of Regulation
S-K.
Item 1.01 of this Form 8-K is incorporated by reference
herein.
Item 7.01
Regulation FD Disclosure.
A copy of the joint press release of the Company and RC Ventures
announcing the entry into the Agreement is furnished with this Form
8-K as Exhibit 99.1.
The information furnished herewith pursuant to this Item 7.01 of
this Form 8-K shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that
section, and shall not be incorporated by reference into any
registration statement or other document under the Securities Act
of 1933, as amended or the Exchange Act, except as shall be
expressly set forth by specific reference in such
filing.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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99.1 |
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104 |
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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.
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GAMESTOP CORP. |
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(Registrant) |
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Date: January 11, 2021
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By: |
/s/ James A. Bell |
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Name: James A. Bell
Title: Executive Vice President and Chief Financial
Officer |
GameStop (NYSE:GME)
Historical Stock Chart
From Dec 2020 to Jan 2021
GameStop (NYSE:GME)
Historical Stock Chart
From Jan 2020 to Jan 2021
