GameStop (NYSE: GME) plans shareholder vote on Ryan Cohen CEO option award

Rhea-AI Filing Summary

GameStop Corp. filed a current report describing a performance-based stock option award agreement entered into with Chairman and CEO Ryan Cohen. The option award agreement itself is provided as an exhibit for investors to review the detailed terms of the CEO Performance Award.

The company plans to call a Special Meeting of stockholders to vote on approval of the CEO Performance Award. GameStop expects to file a proxy statement on Schedule 14A with the SEC for this Special Meeting, which will explain the award structure, conditions and board rationale in more detail. Stockholders will be able to access the proxy materials and related filings for free on the SEC’s website and through GameStop’s investor relations site.

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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 8, 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

As previously reported on January 6, 2026, GameStop Corp. (the “Company”) entered into a performance-based stock option aware with Ryan Cohen, the Company’s Chairman and Chief Executive Officer. A copy of the option award agreement is attached as an exhibit to this current report.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in connection with the proposal to be submitted to Company stockholders at the Special Meeting to approve the CEO Performance Award. In connection with the Special Meeting and CEO Performance Award, the Company plans to file with the United States Securities and Exchange Commission (the “SEC”) a proxy statement on Schedule 14A (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC and send to its stockholders in connection with the CEO Performance Award. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE CEO PERFORMANCE AWARD.

The Company’s stockholders will be able to obtain a free copy of the Proxy Statement, as well as other filings containing information about the Company, free of charge, at the SEC’s website (www.sec.gov). Copies of the Proxy Statement (if and when available) and other documents filed by the Company with the SEC may be obtained, without charge, 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.

Item 9.01    Financial Statements and Exhibits.

(d)        Exhibits.

10.1        CEO Option Award Agreement

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 8, 2026

By:

/s/ Mark Robinson

Mark Robinson General Counsel

FAQ

What did GameStop (GME) disclose about Ryan Cohen in this 8-K?

GameStop disclosed that it entered into a performance-based stock option award agreement with Ryan Cohen, the company’s Chairman and Chief Executive Officer, and filed the agreement as an exhibit.

What is the CEO Performance Award mentioned for GameStop (GME)?

The CEO Performance Award is a performance-based stock option grant for Ryan Cohen. Detailed terms and conditions are contained in the CEO Option Award Agreement and will be further described in a forthcoming proxy statement.

Will GameStop (GME) stockholders vote on the CEO Performance Award?

Yes. GameStop plans to hold a Special Meeting of stockholders where stockholders will be asked to approve the CEO Performance Award for Ryan Cohen.

What documents will GameStop (GME) file for the Special Meeting?

GameStop plans to file a proxy statement on Schedule 14A with the SEC in connection with the Special Meeting to approve the CEO Performance Award.

How can GameStop (GME) investors access the proxy statement and related materials?

Investors will be able to obtain the proxy statement and other company filings free of charge on the SEC’s website (www.sec.gov) and via GameStop’s investor relations website at https://investor.gamestop.com.

Who may be considered participants in the proxy solicitation for GameStop (GME)?

The company states that its directors and executive officers may be deemed participants in the solicitation of proxies from stockholders in connection with the CEO Performance Award, with further details to be included in the proxy statement.