GME 8-K: Smart Summary

On July 7, 2026, GameStop Corp. stockholders approved Amendment No. 2 to the Company's Third Amended and Restated Certificate of Incorporation, increasing the number of authorized shares of Class A Common Stock to 2,500,000,000; the amendment becomes effective upon filing with the Secretary of State of the State of Delaware.

• Article Fourth (a) — Authorized Capital Stock — Amended and restated in its entirety to increase total authorized shares to 2,505,000,000: (i) Class A Common Stock increased to 2,500,000,000 shares at par value $0.001 per share (prior authorized amount not stated in the filing text), and (ii) Preferred Stock remains at 5,000,000 shares at par value $0.001 per share; rationale stated as providing the Company capacity to issue common stock in connection with strategic transactions, including its proposed acquisition of eBay, Inc.; approved by 68.7% of votes cast at the 2026 Annual Meeting of Stockholders; adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

• Alain (Alan) Attal — 218,154,357 for / 30,669,866 against (86.83% approval)
• Lawrence (Larry) Cheng — 242,847,106 for / 6,710,786 against (97.31% approval)
• Ryan Cohen — 244,771,847 for / 4,967,782 against (98.01% approval)
• James (Jim) Grube — 243,506,127 for / 5,576,789 against (97.76% approval)
• Nathaniel (Nat) Turner — 235,889,624 for / 12,917,333 against (94.81% approval)

• GameStop Corp. (NYSE: GME) announced on July 7, 2026 that stockholders approved all proposals at the 2026 Annual Meeting of Stockholders, held at 10:00 a.m. CDT.
• The amendment to the certificate of incorporation increasing authorized Class A common stock received the affirmative vote of 68.7% of votes cast.
• Certificate of Amendment No. 2 to the Third Amended and Restated Certificate of Incorporation increases total authorized shares to 2,505,000,000, consisting of 2,500,000,000 shares of Class A Common Stock (par value $0.001 per share) and 5,000,000 shares of Preferred Stock (par value $0.001 per share).
• The increased share authorization is intended to provide the Company with the capacity to issue common stock in connection with strategic transactions, including its proposed acquisition of eBay, Inc.
• 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.
• As of the filing date, GameStop directly beneficially owns 4,343,725 shares of eBay common stock (par value $0.001 per share) and has economic exposure to a further 39,046,658 shares of eBay common stock through American-style put/call option transactions (Put/Call Pairs) expiring February 23, 2028.
• On June 3, 2026, the HSR Act Condition was satisfied, enabling the option (but not the obligation) for physical settlement of shares underlying the Put/Call Pairs in lieu of cash settlement.
• On May 3, 2026, GameStop delivered to eBay's board of directors a non-binding proposal to acquire all outstanding eBay common stock not already owned at a price of $125 per share, to be paid in a combination of cash and GameStop common stock.
• The 2026 Proxy Statement was filed with the SEC on May 22, 2026, supplemented by Supplement No. 1 on June 8, 2026 and Supplement No. 2 on June 23, 2026.
• GameStop's Annual Report on Form 10-K for the fiscal year ended January 31, 2026 was filed with the SEC on March 24, 2026.

• Advisory Non-binding Vote on Executive Compensation — 242,391,322 for / 6,890,660 against / 915,902 abstain (97.24% approval) — passed
• Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm — 333,150,417 for / 2,652,828 against / 1,437,362 abstain (99.21% approval) — passed
• Approval of Authorized Shares Amendment — 231,693,497 for / 104,566,841 against / 980,270 abstain (68.89% approval) — passed