GameStop has filed their Preliminary Schedule 14A ahead of the 2022 Annual Shareholder Meeting where investors are anticipating to vote on a stock split.
The video game retailer in the midst of a technology-centric transformation has evolved since last year, when a Schedule 14A was released under former CEO George Sherman’s regime.
GameStop’s filed Schedule 14A today reveals the company’s preliminary proxy statement providing notification matters to be brought to a vote for the 2022 Annual Shareholder Meeting.
The letter from Furlong
Per tradition, the filing starts with a letter from the CEO, now recently instated Matt Furlong from Amazon.
Matt Furlong’s Letter to Stockholders
“We believe the investments made in recent quarters represent the foundation of value creation that will become evident quarters and years down the road. In 2022, we will continue to make pragmatic investments to modernize our infrastructure, expand our addressable market and grow our customer base. Leadership will not compromise when it comes to being maniacally focused on the long-term.” — Matt Furlong
Furlong’s letter expresses GameStop is “manically focused on the long-term,” and that GameStop’s new management team consists of hundreds of individuals with technology backgrounds.
As per Cohen’s guidance in the November 2020 Letter to the board, Furlong states GameStop has refocused around a singular mission to delight customers.
While the date of the meeting remains unannounced, Shareholders can anticipate to be asked of several items on the agenda, including:
1. Elect six directors, each to serve as a member of the Board of Directors until the next annual meeting of stockholders and until such director’s successor is elected and qualified;
2. Adopt and approve the GameStop Corp. 2022 Incentive Plan;
3. Provide an advisory, non-binding vote on the compensation of our named executive officers;
4. Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending January 28, 2023;
5. Approve an amendment to the Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Class A Common Stock (the “common stock”) to 1,000,000,000;
6. Transact such other business, if any, as may properly come before the annual meeting and at any postponement or adjournment of the annual meeting.
Only stockholders of record as of the close of business on April 8, 2022 are entitled to vote at the annual meeting and any postponement or adjournment thereof.
Unlike last year where hundreds of retail investors trekked to the Dallas-Fort Worth Area to attend GameStop’s 2021 annual meeting, the upcoming meeting will be held virtually this June.
GameStop also invites stockholders and other interested parties to communicate directly and confidentially with the full Board, the Chair of the Board or the non-management directors as a group by writing to GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051, Attn: Secretary. GameStop states that the secretary will forward such communications to the intended recipient and will retain copies for corporate records.
Breaking tradition, 30 minutes prior to, and during the Annual Meeting, investors will be able to submit questions by accessing the meeting site and following the directions.
The company will hold a Q&A session during the annual meeting, during which the company intends to answer questions that are pertinent to the items being brought before the stockholder vote at the annual meeting, as time permits and in accordance with the Rules of Conduct for the annual meeting.
Why split the stock?
Despite other items on the agenda, investors are primarily interested in the stock split, how it will pan out, and what the purpose is.
GameStop states that the primary purpose of increasing the number of authorized shares of common stock is to offer investors more flexibility in how they manage their ownership.
“The trading price of our common stock has risen significantly over the past couple of years. Our investors have expressed a high level of interest in our common stock. Feedback from our investors indicates that a higher stock price can limit those who desire to invest in our common stock. We anticipate that an increase in the number of outstanding shares resulting from a potential Stock Split will reset the market price of our common stock in a range that would give our investors more flexibility in how they manage their ownership of our common stock and make our common stock more accessible for anyone who wants to invest in our Company.”
GameStop’s Schedule 14-A Proposal 5
Along with the split, GameStop is interested in the authorization to issue additional shares for future acquisitions, capital-raising, or financing transactions. GameStop states they do not currently have any other plans, agreements, commitments or understandings with respect to the issuance of the additional shares, nor do they currently have any plans, arrangements, commitments or understandings with respect to the issuance of any shares of preferred stock.
FOR MORE, READ GAMESTOP’S April 11, 2022 14-a FILING.
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Source: GameStop Schedule 14-A
Editorial Note: On April 21st, 2022, GameStop announced the annual meeting will be held at 10:00 AM CT on June 2nd, 2022.