GameStop (NYSE: GME) drops CEO award as it advances proposed eBay acquisition
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
GameStop Corp. reported that its Board withdrew the proposed CEO Performance Award from its proxy statement at the request of Chairman and CEO Ryan Cohen, so leadership can stay focused on operating performance and a proposed acquisition of eBay.
GameStop directly beneficially owns 4,343,725 shares of eBay common stock and holds American-style put/call option pairs providing economic exposure to a further 39,046,658 eBay shares. After satisfaction of a Hart‑Scott‑Rodino condition on June 3, 2026, these options may be physically settled in stock. On May 3, 2026, GameStop delivered a non‑binding proposal to acquire the remaining eBay shares it does not own for $125 per share, payable in a mix of cash and GameStop stock.
Positive
- None.
Negative
- None.
Insights
GameStop aligns governance with a potential transformative eBay bid.
GameStop removed a proposed CEO Performance Award at Ryan Cohen’s request, signaling an emphasis on execution and simplicity in incentives while a large potential acquisition is under consideration. The award had previously been detailed in the 2026 proxy materials.
The company already directly owns 4,343,725 eBay shares and has economic exposure via put/call option pairs to another 39,046,658 shares. A Hart‑Scott‑Rodino condition was satisfied on June 3, 2026, allowing optional physical settlement of these options.
On May 3, 2026, GameStop proposed acquiring all remaining eBay shares at $125 per share in cash and stock. The offer is non‑binding and subject to financing, regulatory and shareholder approvals, so actual impact depends on whether a definitive agreement is reached and completed.
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, and exhibit attachments filed with this report.
Key Figures
Direct eBay stake: 4,343,725 shares
Option-based eBay exposure: 39,046,658 shares
Proposed eBay offer price: $125 per share
+2 more
5 metrics
Direct eBay stake
4,343,725 shares
eBay common stock beneficially owned by GameStop as of the communication
Option-based eBay exposure
39,046,658 shares
Economic exposure via American-style put/call option pairs on eBay stock
Proposed eBay offer price
$125 per share
Non-binding proposal to acquire remaining eBay common stock
HSR condition date
June 3, 2026
Hart-Scott-Rodino condition satisfied, enabling optional physical option settlement
Proposal delivery date
May 3, 2026
Date GameStop sent non-binding acquisition proposal to eBay’s board
Key Terms
CEO Performance Award, American-style put/call option transactions, Hart Scott Rodino Antitrust Improvements Act of 1976, as amended, non-binding proposal, +1 more
5 terms
CEO Performance Award financial
"to remove the proposed CEO Performance Award"
American-style put/call option transactions financial
"entered into the long-side of a series of American-style put/call option transactions"
American-style put and call option transactions are contracts that give a buyer the right, but not the obligation, to sell (put) or buy (call) an underlying asset at a set price any time up to and including the option’s expiration date. Think of it like a ticket you can redeem whenever you want before a show ends — that timing flexibility makes these options more valuable and affects pricing, risk and hedging choices for investors because positions can be exercised early to capture gains or limit losses.
Hart Scott Rodino Antitrust Improvements Act of 1976, as amended regulatory
"waiting periods had expired or approvals had been received, as applicable, under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended"
non-binding proposal financial
"delivered to the board of directors of eBay a non-binding proposal to acquire"
A non-binding proposal is an offer or plan presented by one party that outlines terms they would like to pursue but does not create a legally enforceable obligation. Think of it like a detailed handshake or a draft invitation to negotiate: it signals intent and frames possible outcomes, but either side can walk away or change terms without legal penalty. Investors watch these because they can move a stock’s price by suggesting a possible deal, yet they carry higher uncertainty than formal agreements.
forward-looking statements regulatory
"Certain statements in this communication may constitute “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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 23, 2026
(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 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 June 23, 2026, GameStop Corp. (the “Company”) issued a press release announcing that, at the request of Mr. Cohen, it was withdrawing the proposed CEO performance award proposal from its proxy statement. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release of GameStop Corp., dated June 23, 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: June 23, 2026 | By: | /s/ Daniel Moore | ||||||||||||
| | Daniel Moore Principal Financial and Accounting Officer | |||||||||||||
Ryan Cohen Withdraws CEO Performance Award;
GameStop Focuses on eBay
GameStop Focuses on eBay
June 23, 2026
GRAPEVINE, Texas--(BUSINESS WIRE)— GameStop Corp. (NYSE: GME) (“GameStop” or the “Company”) today announced that its Board of Directors (the "Board") has granted the request of Ryan Cohen, Chairman and CEO, to amend the Company's proxy statement to remove the proposed CEO Performance Award. When the Board approved the CEO Performance Award in January 2026, the Company had not yet decided to pursue the acquisition of eBay, Inc. ("eBay").
Mr. Cohen stated that he wants leadership fully focused on GameStop's operating performance and its proposed eBay acquisition.
Additional details can be found in a supplement to the Company's proxy statement filed with the Securities and Exchange Commission. GameStop will release additional materials regarding its proposed acquisition of eBay this week, including a detailed presentation of the strategic rationale and operational plan for the combined company.
Contacts
GameStop Corp. Investor Relations
(817) 424-2001
ir@gamestop.com
(817) 424-2001
ir@gamestop.com
1
No Offer or Solicitation
This communication relates to a business combination involving GameStop and eBay that has been proposed by GameStop (the “Proposed Transaction”). This communication is for informational purposes only and is neither an offer to sell or purchase, nor the solicitation of an offer to buy or sell, any securities (or the solicitation of any proxy or vote with respect to any matter), nor shall there be any sale or purchase, issuance or other transfer of securities (or the solicitation of any proxy or other vote) with respect to the Proposed Transaction or otherwise in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Certain Information Regarding Participants
GameStop and its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the Proposed Transaction, should the Proposed Transaction and any such solicitation occur. Information about the directors and executive officers of GameStop is set forth in GameStop’s definitive proxy statement for the 2026 Annual Meeting of Stockholders to be held July 7, 2026 at 10:00 a.m. CDT, which was filed with the SEC on May 22, 2026 (as supplemented from time to time, the “2026 Proxy Statement”), which is available here, including under the headings “Proposal 1: Election of Directors”, “Director Nomination Process”, “The Director Nominees”, “Director Nominee Qualifications and Experience”, “Biographies of Director Nominees”, “The Board of Directors”, “Corporate Governance”, “Director Compensation”, “Executive Officers”, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, “Compensation Committee Interlocks and Insider Participation”, “Proposal No. 2: Advisory Vote on Executive Compensation”, “Compensation Discussion and Analysis”, “Offer Letters and Severance/Change in Control Benefits”, “Compensation Committee Report on Executive Compensation”, “Executive Compensation Tables”, “CEO Pay Ratio”, “Pay Versus Performance”, “Equity Grant Practices”, “Securities Authorized for Issuance Under Equity Compensation Plans”, “Audit Committee Matters”, “Certain Relationships and Related Transactions”, “Proposal 4: Approval of CEO Performance Award”, “Summary of the Proposed CEO Performance Award”, “Reasons for Approval of the CEO Performance Award”, “Market Capitalization Hurdles with Cumulative Performance EBITDA Hurdles Create Real Value for Stockholders”, “Background of the CEO Performance Award”, “Key Terms of the Proposed CEO Performance Award”, “Other Details Regarding the Proposed CEO Performance Award”, “The Compensation Committee’s Assessment of the CEO Performance Award”, “Practical Implications of the CEO Performance Award” and “Appendix A: CEO Performance Award Agreement”. To the extent holdings of such persons in the Company’s securities have changed since the amounts described in the 2026 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information can also be found in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on March 24, 2026, which is available here.
As of the date hereof, GameStop directly beneficially owns 4,343,725 shares of common stock of eBay, par value $0.001 per share (the “Common Stock”), and has further entered into the long-side of a series of American-style put/call option transactions (the “Put/Call Pairs”), expiring February 23, 2028, with an unaffiliated financial institution counterparty that provide economic exposure to a further 39,046,658 shares of Common Stock. The Put/Call Pairs were only settleable in cash until such time as GameStop provided the unaffiliated financial institution counterparty with reasonable evidence that all applicable filings had been made and any applicable waiting periods had expired or approvals had been received, as applicable, under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act Condition”). On June 3, 2026, the HSR Act Condition was satisfied, and as a result, GameStop (in the case of the call portion of the Put/Call Pairs) and the unaffiliated financial institution counterparty (in the case of the put portion of the Put/Call Pairs) electing to settle the Put/Call Pairs now have the option, but not the obligation, to elect for physical settlement of the shares of Common Stock underlying such Put/Call Pairs in lieu of cash settlement. GameStop does not have voting power or dispositive power with respect to the shares of Common Stock underlying such Put/Call Pairs unless and until such Put/Call Pairs are physically settled for Common Stock. On May 3, 2026, GameStop delivered to the board of directors of eBay a non-binding proposal to acquire all of the outstanding Common Stock that it does not already own at a price of $125 per share of Common Stock, to be paid in a combination of cash and GameStop common stock. As a result of the foregoing, GameStop may be deemed to have direct or indirect interests with respect to eBay that are in addition to, or different from, those of other eBay shareholders.
Further information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in any proxy statement/prospectus and/or other relevant materials to be filed with the SEC in connection with the Proposed Transaction when they become available.
Disclaimer
Any information concerning eBay contained in this communication has been taken from, or based upon, publicly available information. Although GameStop does not have any information that would indicate that any information contained in this communication that has been taken from such documents is inaccurate or incomplete, GameStop does not take any responsibility for the accuracy or completeness of such information. To date, GameStop has not had access to the books and records of eBay.
2
Cautionary Statement Regarding Forward-Looking Statements – Safe Harbor
Certain statements in this communication may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance. Such statements also include, among others, statements with respect to GameStop’s proposed acquisition of eBay, such as statements about whether or not the transaction will occur, expected cost reductions, operational benefits, financing, the timing and structure of the transaction, anticipated benefits of the combination, leadership of the combined company, and similar statements. These forward-looking statements are based on GameStop’s current beliefs, expectations and assumptions and involve significant known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, but are not limited to: the failure of eBay’s Board of Directors to engage with the proposal; the failure to negotiate or execute a definitive agreement providing for the consummation of a transaction on the terms described or at all; failure to obtain required financing on the expected terms; failure to obtain required regulatory approvals; failure to obtain required shareholder approvals of GameStop and/or eBay; failure to realize anticipated cost reductions, operational benefits, or operating efficiencies; risks related to integration of the businesses; the impact of the announcement of the proposal on GameStop’s and eBay’s respective businesses, customers, suppliers, and employees; the diversion of management attention; competitive responses; market and economic conditions; and other risks described from time to time in GameStop’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 and subsequent filings. GameStop undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Final terms and conditions of any transaction are subject to negotiation and execution of a definitive agreement providing for the consummation of a transaction.
3
FAQ
What did GameStop (GME) announce about the CEO Performance Award?
GameStop’s Board withdrew the proposed CEO Performance Award from its proxy statement at CEO Ryan Cohen’s request. The company explained that Cohen wants leadership fully focused on GameStop’s operating performance and its proposed acquisition of eBay, rather than on a complex new compensation arrangement.
How is GameStop (GME) currently exposed to eBay stock?
GameStop directly beneficially owns 4,343,725 shares of eBay common stock. It also entered American-style put/call option pairs that provide economic exposure to a further 39,046,658 eBay shares, which can now be optionally physically settled in stock after a Hart‑Scott‑Rodino condition was satisfied.
What are the key terms of GameStop’s proposed acquisition of eBay?
On May 3, 2026, GameStop delivered a non‑binding proposal to acquire all outstanding eBay common shares it does not already own for $125 per share. The consideration would be a combination of cash and GameStop common stock, subject to negotiation, financing, regulatory and shareholder approvals.
Will GameStop (GME) provide more details on the proposed eBay acquisition?
GameStop stated it will release additional materials on the proposed eBay acquisition this week. These are expected to include a detailed presentation describing the strategic rationale and operational plan for a combined company, complementing information already included in its proxy-related communications and SEC filings.
Does this communication constitute an offer to buy or sell securities of GameStop or eBay?
No. The communication explicitly states it is for informational purposes only and is neither an offer to sell or purchase, nor a solicitation of an offer to buy or sell, any securities or proxies. Any offer would need to be made via a proper prospectus meeting Securities Act requirements.