GameStop details new performance-based CEO stock option award

Rhea-AI Filing Summary

GameStop Corp. reported that on January 6, 2026 it granted a 100% performance-based nonqualified stock option award (the “CEO Performance Award”) to its Chief Executive Officer and Executive Chairman, Ryan Cohen, subject to approval at a meeting of stockholders. The company disclosed that it will hold a special meeting of stockholders to vote on this award.

GameStop plans to file and distribute a proxy statement describing the CEO Performance Award and related matters, and is urging stockholders to read it and any future amendments when available. The company noted that its directors and executive officers may be deemed participants in the proxy solicitation for the special meeting, and included customary cautionary language regarding forward-looking statements and risk factors referenced in its prior SEC reports.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did GameStop (GME) announce regarding Ryan Cohen’s compensation?

GameStop announced the grant of a 100% performance-based nonqualified stock option award, called the CEO Performance Award, to its Chief Executive Officer and Executive Chairman, Ryan Cohen, granted on January 6, 2026 and subject to stockholder approval.

Is the new CEO Performance Award for GameStop’s Ryan Cohen already effective?

No. GameStop stated that the CEO Performance Award granted on January 6, 2026 to Ryan Cohen is subject to approval at a meeting of the company’s stockholders, which will be held as a special meeting.

Will GameStop (GME) hold a special meeting for the CEO Performance Award?

Yes. GameStop plans to hold a special meeting of stockholders where stockholders will vote on the CEO Performance Award for Ryan Cohen, as described in the upcoming proxy statement.

What information will be in GameStop’s proxy statement about the CEO Performance Award?

The proxy statement will contain important information about the CEO Performance Award and related matters for the special meeting. GameStop emphasized that stockholders are urged to read the proxy materials and any amendments when they become available.

How can GameStop (GME) stockholders access the CEO Performance Award proxy materials?

Stockholders will be able to obtain free copies of the proxy statement and related documents through the SEC’s website at www.sec.gov and via GameStop’s Investor Relations page at https://investor.gamestop.com.

Who may be considered participants in GameStop’s proxy solicitation for the CEO Performance Award?

GameStop stated that its directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the special meeting to approve the CEO Performance Award, with further details to be provided in the proxy statement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 01/07/2026 - 06:29 AM Learn about SEC filing dates

0001326380false00013263802026-01-062026-01-060001326380us-gaap:CommonClassAMember2026-01-062026-01-060001326380us-gaap:WarrantMember2026-01-062026-01-06

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 6, 2026

GameStop Corp.

(Exact name of Registrant as specified in its charter)

Delaware

1-32637

20-2733559

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(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:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock

GME

NYSE

Warrants to Purchase Common Stock, par value $0.001 per share

GME WS

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 8.01    Other Events

On January 7, 2026, GameStop Corp. (the “Company”) issued a press release announcing the grant on January 6, 2026 of a 100% performance-based nonqualified stock option award (the “CEO Performance Award”) to Ryan Cohen, the Company’s Chief Executive Officer and Executive Chairman, subject to approval at a meeting of the Company’s stockholders.

The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Other Information

The Company plans to file with the Securities and Exchange Commission (the “SEC”), and furnish to its stockholders, a proxy statement in connection with the CEO Performance Award (the “Proxy Statement”) to be voted upon at a special meeting of stockholders (the “Special Meeting”). The Proxy Statement will contain important information about the CEO Performance Award and related matters. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE CEO PERFORMANCE AWARD. Stockholders will be able to obtain free copies of these documents and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to obtain free copies of these documents by going to the Company’s Investor Relations page on its website (https://investor.gamestop.com).

Participants in the Solicitation

The directors and executive officers of the Company may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the CEO Performance Award. Information regarding the interests of participants in the solicitation of proxies in respect of the Special Meeting will be included in the Proxy Statement.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking” statements, as that term is defined under the federal securities laws, that are based on management’s beliefs and assumptions and on information currently available to management. In some cases, forward-looking statements can be identified by the use of terms such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “pro forma,” “seeks,” “should,” “will” or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to differ from the Company’s plans. These risks include, but are not limited to, market risks, trends and conditions, and those risks included in the section titled “Risk Factors” in the Company’s filings and reports with the SEC, including its Annual Report on Form 10-K for the fiscal year ended February 1, 2025 and its Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2025, August 2, 2025, November 1, 2025, and other filings that the Company makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov. In addition, forward-looking statements contained in this Current Report on Form 8-K are based on assumptions that the Company believes to be reasonable as of the date of this Current Report on Form 8-K. The Company assumes no obligation to update these forward-looking statements as a result of new information, future events, changes in expectations or otherwise except to the extent required by applicable law.

Item 9.01    Financial Statements and Exhibits.

(d)        Exhibits.

99.1        Press Release issued by GameStop Corp., dated January 7, 2026

104        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.

GAMESTOP CORP.

(Registrant)

Date: January 7, 2026

By:

/s/ Mark Robinson

Mark Robinson General Counsel