Item 1.01 Entry into a Material Definitive Agreement.
On January 10, 2021, GameStop Corp. (the "Company") entered into an agreement
(the "Agreement") with RC Ventures LLC and Ryan Cohen (together, "RC Ventures").
Pursuant to the Agreement, the Company has agreed to increase the size of its
board of directors (the "Board") by three directors to a total of 13 directors
and appoint Alain (Alan) Attal, Ryan Cohen and James (Jim) Grube (the "New
Directors") as members of the Board, each with a term expiring at the Company's
2021 annual meeting of stockholders (the "2021 Annual Meeting"). The Company has
further agreed that, effective at the 2021 Annual Meeting, the size of the Board
will be reduced by four directors to a total of nine directors. The Board will
nominate each of the New Directors (or their replacements appointed in
accordance with the terms of the Agreement) and current directors Paul Evans,
Reginald Fils-Aimé, George Sherman, William Simon, Carrie Teffner and Kurt Wolf
for election as directors at the 2021 Annual Meeting.
As part of the Agreement, RC Ventures has agreed to customary standstill
provisions, which provide that from the date of the Agreement until the earlier
of (a) the date that is 30 calendar days prior to the deadline for the
submission of director nominations by stockholders for the Company's 2022 annual
meeting of stockholders and (b) the date that is 120 days prior to the first
anniversary of the 2021 Annual Meeting (such period, the "Standstill Period"),
RC Ventures will not, among other things: (i) acquire beneficial ownership in,
or aggregate economic exposure to, directly or indirectly, more than 19.9% of
the Company's outstanding common stock; (ii) make any proposal for consideration
by stockholders at any annual or special meeting of stockholders of the Company;
(iii) make any offer or proposal with respect to any extraordinary transactions;
or (iv) seek, alone or in concert with others, the appointment, election or
removal of any directors in opposition to any recommendation of the Board, in
each case as further described in the Agreement. As part of the Agreement, the
Company has permitted RC Ventures to acquire, whether in a single transaction or
multiple transactions from time to time, additional shares of the Company's
common stock to the extent such acquisitions would result in RC Ventures having
beneficial ownership of less than 20.0% of the outstanding shares, without
triggering the restrictions that would otherwise be imposed under Section 203 of
the Delaware General Corporation Law (the "DGCL"), and RC Ventures has agreed
that upon acquiring beneficial ownership 20.0% or more of the outstanding shares
of the Company's common stock, the restrictions under Section 203 of the DGCL
would apply to a potential business combination with RC Ventures as an
"interested stockholder" (as defined in Section 203 of the DGCL).
RC Ventures has also agreed that, during the Standstill Period, it will, and
will cause its affiliates and associates to, vote its shares of the Company's
common stock at any meeting of the Company's stockholders in favor of each
director nominated and recommended by the Board for election at any such meeting
and, subject to certain exceptions, in support of other proposals as recommended
by the Board.
Pursuant to the Agreement, the New Directors will receive the same benefits and
the same compensation as other non-management directors on the Board, provided,
that Mr. Cohen has waived his right to compensation for his service as a
director of the Company.
A copy of the Agreement is filed with this Form 8-K as Exhibit 10.1 and
incorporated by reference herein. The foregoing description of the Agreement is
qualified in its entirety by reference to the full text of the Agreement.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Agreement, effective as of January 10, 2021, the Board (a) voted
to increase the size of the Board to 13 directors, creating a total of three
vacancies, and (b) appointed Alain (Alan) Attal, Ryan Cohen and James (Jim)
Grube to fill the resulting vacancies, with terms expiring at the 2021 Annual
Meeting. In addition, Mr. Attal was appointed to the Compensation Committee of
the Board, Mr. Cohen was appointed to the Nominating and Corporate Governance
Committee of the Board and Mr. Grube was appointed to the Audit Committee of the
Board, each effective as of January 10, 2021.
Other than as described in Item 1.01 of this Form 8-K and the Agreement, there
are no arrangements or understandings between any of the New Directors or any
other persons pursuant to which any of the New Directors were named a director
of the Company. None of the New Directors or their immediate family members have
any direct or indirect material interest in any transaction or proposed
transaction required to be reported under Item 404(a) of Regulation S-K.
Item 1.01 of this Form 8-K is incorporated by reference herein.
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Item 7.01 Regulation FD Disclosure.
A copy of the joint press release of the Company and RC Ventures announcing the
entry into the Agreement is furnished with this Form 8-K as Exhibit 99.1.
The information furnished herewith pursuant to this Item 7.01 of this Form 8-K
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, and shall not be incorporated by reference into
any registration statement or other document under the Securities Act of 1933,
as amended or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Agreement, dated as of January 10, 2021, by and among GameStop Corp., RC
Ventures LLC and Ryan Cohen
99.1 Press Release issued by GameStop Corp. and RC Ventures LLC, dated as of
January 11, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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