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GameStop (NYSE: GME) wins approval to increase shares for proposed eBay deal

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

GameStop Corp. held its 2026 annual meeting, where stockholders approved an amendment to its charter increasing authorized Class A common stock to 2,500,000,000 shares. The amendment, which becomes effective upon filing in Delaware, received 68.7% of votes cast.

The company states this added capacity will allow it to issue common stock for strategic transactions, including its proposed acquisition of eBay at $125 per share, payable in cash and GameStop stock. Stockholders also re-elected all five director nominees, approved executive compensation on an advisory basis, and ratified KPMG LLP as independent auditor.

Positive

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Insights

GameStop secured authority to issue far more stock, positioning for its proposed eBay deal.

GameStop obtained stockholder approval to raise authorized Class A common shares to 2,500,000,000. The company explicitly links this flexibility to potential strategic transactions, including a proposed acquisition of eBay at $125 per share, paid in cash and GameStop stock.

Approval came with 231,693,497 votes for and 104,566,841 against, reflecting meaningful but not unanimous support. GameStop already owns 4,343,725 eBay shares and has American-style put/call exposure to a further 39,046,658 shares expiring on February 23, 2028, now eligible for physical settlement after HSR clearance.

The filing emphasizes that the eBay transaction remains a non-binding proposal subject to negotiation, financing, regulatory approvals, and stockholder votes. Future company disclosures may clarify whether a definitive agreement is reached and how much of the new share authorization might be used.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized Class A shares 2,500,000,000 shares New authorized common stock under Amendment No. 2
Shares outstanding entitled to vote 448,691,227 shares Common stock outstanding as of May 20, 2026 record date
Shares present or by proxy 337,264,104 shares Shares represented at 2026 annual meeting; about 75.17% of outstanding
Votes for Authorized Shares Amendment 231,693,497 votes Stockholder approval of charter amendment increasing authorized shares
Approval rate for amendment 68.7% of votes cast Press release description of support for Authorized Shares Amendment
eBay acquisition proposal price $125 per share Non-binding proposal for remaining eBay common stock
Direct eBay shares owned 4,343,725 shares eBay common stock directly beneficially owned by GameStop
eBay shares referenced in options 39,046,658 shares Underlying shares of American-style put/call option pairs expiring Feb. 23, 2028
Authorized Shares Amendment regulatory
"approved an Amendment No. 2 (the “Authorized Shares Amendment”) to the Company's Third Amended and Restated Certificate of Incorporation"
advisory, non-binding basis regulatory
"stockholders approved, on an advisory, non-binding basis, the compensation of the named executive officers"
independent registered public accounting firm financial
"ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
American-style put/call option transactions financial
"entered into the long-side of a series of American-style put/call option transactions (the “Put/Call Pairs”)"
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 regulatory
"waiting periods had expired or approvals had been received, as applicable, under the Hart Scott Rodino Antitrust Improvements Act of 1976"
A U.S. law that requires companies to notify federal antitrust authorities and wait for clearance before completing large mergers or acquisitions, acting like a pre-purchase check with regulators. It matters to investors because the required filings and waiting period can delay deals, create uncertainty about whether a transaction will be allowed, and sometimes lead to changes or breakups that affect a company’s value and strategy.
proxy statement/prospectus regulatory
"may file one or more registration statements, proxy statements, proxy statement/prospectuses or other documents with the Securities and Exchange Commission"
A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.
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FAQ

What did GameStop (GME) stockholders approve regarding authorized shares?
GameStop stockholders approved an amendment raising authorized Class A common stock to 2,500,000,000 shares. The amendment, effective upon filing in Delaware, expands the company’s capacity to issue shares, including for strategic transactions such as its proposed acquisition of eBay.

How did GameStop (GME) stockholders vote on the Authorized Shares Amendment?
The Authorized Shares Amendment received 231,693,497 votes for, 104,566,841 against, and 980,270 abstentions. A company press release notes this equated to 68.7% of votes cast in favor, providing clear, though not unanimous, support for expanding GameStop’s authorized share count.

What is GameStop’s proposed offer for eBay in this 8-K?
GameStop submitted a non-binding proposal to acquire all eBay common stock it does not already own for $125 per share. The consideration would be a combination of cash and GameStop common stock, and remains subject to negotiation, financing, approvals, and definitive agreements.

What existing eBay stake and options does GameStop report?
GameStop reports directly beneficially owning 4,343,725 eBay common shares. It also has American-style put/call option pairs providing economic exposure to 39,046,658 additional shares expiring on February 23, 2028, which can now be physically settled in stock after satisfying an HSR Act condition.

What were the key voting results at GameStop’s 2026 annual meeting?
Stockholders re-elected five directors, approved executive compensation on an advisory basis, and ratified KPMG LLP as auditor for the fiscal year ending January 30, 2027. Holders of 337,264,104 shares were present or represented by proxy, about 75.17% of 448,691,227 shares outstanding.

How many GameStop (GME) shares were represented at the 2026 annual meeting?
Holders of 337,264,104 shares of GameStop common stock were present in person or by proxy. This represented approximately 75.17% of the 448,691,227 shares outstanding and entitled to vote as of the May 20, 2026 record date, satisfying quorum requirements.
0001326380false1/3000013263802026-07-072026-07-07

 
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): July 7, 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 classTrading SymbolName of each exchange on which registered
Class A Common StockGMENYSE
Warrants to Purchase Common Stock, par value $0.001 per shareGME WSNYSE
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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 7, 2026, the stockholders of GameStop Corp. (the “Company”) approved an Amendment No. 2 (the “Authorized Shares 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 2,500,000,000. The Authorized Shares Amendment will be effective upon its filing with the Secretary of State of the State of Delaware.
The foregoing description of the Authorized Shares Amendment is qualified in its entirety by reference to the full text of the Authorized Shares Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 5.07    Submission of Matters to a Vote of Security Holders
On July 7, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting the stockholders voted on (1) the election of directors; (2) an advisory, non-binding resolution regarding the compensation of the Company’s named executive officers; (3) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027; and (4) the approval of the Authorized Shares Amendment. Holders of 337,264,104 shares of common stock were present in person or represented by proxy, constituting approximately 75.17% of the 448,691,227 shares outstanding and entitled to vote as of the May 20, 2026 record date, and a quorum. As previously disclosed in the Company's proxy statement supplement filed with the SEC on June 23, 2026, Proposal 4 (Approval of the CEO Performance Award) was withdrawn and was not presented for tabulation at the Annual Meeting.
Proposal 1: Election of Directors
The Company’s stockholders elected each of the five nominees listed below for director to serve until the next annual meeting and until such director’s successor is elected and qualified, by the vote indicated below:
NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Alain (Alan) Attal218,154,35730,669,8661,397,15687,042,724
Lawrence (Larry) Cheng242,847,1066,710,786663,48887,042,724
Ryan Cohen244,771,8474,967,782481,75187,042,724
James (Jim) Grube243,506,1275,576,7891,138,46387,042,724
Nathaniel (Nat) Turner235,889,62412,917,3331,414,42387,042,724
Proposal 2: 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 ForVotes AgainstAbstentionsBroker Non-Votes
242,391,3226,890,660915,90287,042,724
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 30, 2027, by the vote indicated below:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
333,150,4172,652,8281,437,362—
Proposal 5: Approval of Authorized Shares Amendment
The Company’s stockholders approved the Authorized Shares Amendment, by the vote indicated below:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
231,693,497104,566,841980,270—



Item 7.01    Submission of Matters to a Vote of Security Holders
On July 7, 2026, the Company issued a press release announcing the approval of all proposals at 2026 Annual Meeting, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1.
This information is furnished pursuant to Item 7.01 “Regulation FD Disclosure,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01    Financial Statements and Exhibits.
(d)        Exhibits.
3.1        Amendment No. 2 to the Third Amended and Restated Certificate of Incorporation.
99.1         Press Release of GameStop Corp., dated July 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: July 7, 2026
By:/s/ Daniel Moore
Daniel Moore
Principal Financial and Accounting Officer




image_0a.jpg

GameStop Stockholders Approve Proposals at 2026 Annual Meeting, Including Increased Share Authorization
July 7, 2026
GRAPEVINE, Texas--(BUSINESS WIRE)— GameStop Corp. (NYSE: GME) ("GameStop" or the "Company") today announced that its stockholders approved all proposals presented at the Company's 2026 Annual Meeting of Stockholders, including an amendment to the Company's certificate of incorporation increasing the number of authorized shares of Class A common stock. The amendment received the affirmative vote of 68.7% of votes cast, and provides the Company with the capacity to issue common stock in connection with strategic transactions, including its proposed acquisition of eBay, Inc.
The Company's stockholders also re-elected all five director nominees, approved the advisory vote on executive compensation, and ratified the appointment of the Company's independent registered public accounting firm.
Final voting results will be filed with the Securities and Exchange Commission on a Current Report on Form 8-K.

Contacts

GameStop Corp. Investor Relations
(817) 424-2001
ir@gamestop.com


IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS

No Offer or Solicitation

This communication relates to a business combination involving GameStop Corp. and eBay, Inc. (“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.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the Proposed Transaction. In connection with the Proposed Transaction, GameStop (and, potentially, eBay) may file one or more registration statements, proxy statements, proxy statement/prospectuses or other documents with the Securities and Exchange Commission (“SEC”). This communication is not a substitute for any proxy statement, registration statement, proxy statement/prospectus or other document GameStop and/or eBay may file with the SEC or send to stockholders in connection with the Proposed Transaction.

INVESTORS AND SECURITY HOLDERS OF GAMESTOP AND EBAY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ANY PROXY STATEMENT(S), REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUSES AND/OR OTHER DOCUMENTS, CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement(s) and/or proxy statement/prospectuses or other applicable definitive materials (if and when available) will be mailed to stockholders of GameStop and/or eBay, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by GameStop or eBay through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by GameStop will also be made available free of charge on GameStop’s website at https://investor.gamestop.com/.

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 that was held July 7, 2026 at 10:00 a.m. CDT, which was filed with the SEC on May 22, 2026, as supplemented by Supplement No. 1 on June 8, 2026 and Supplement No. 2 on June 23, 2026 (as supplemented, 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 stockholders.

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.

Forward-Looking Statements

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 stockholder 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.


Source: View Original Filing on SEC EDGAR

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