GameStop Corp. (NYSE:GME) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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GameStop Corp. (NYSE:GME) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 27, 2017, the Company held its annual meeting of
stockholders (the Annual Meeting). At the Annual Meeting, the
stockholders voted on: (1) the election of 10 directors; (2) an
advisory non-binding vote regarding the compensation of the
Companys named executive officers; (3) an advisory non-binding
vote regarding the frequency of advisory votes on the
compensation of the Companys named executive officers; (4) the
ratification of the appointment of Deloitte Touche LLP as the
Companys independent registered public accounting firm for the
fiscal year ending February 3, 2018; and (5) the amendment and
restatement of the Companys certificate of incorporation to
change the stockholder voting requirement for removal of
directors from a supermajority (80%) of shares of common stock
and only for cause to a simple majority of shares of common stock
with or without cause, and to make other technical and conforming
changes. The voting results on these proposals were as follows:
1. The Companys stockholders elected each of the 10 nominees for
director to serve until the next annual meeting and until such
directors successor is elected and qualified:
Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
Daniel A. DeMatteo
77,094,667
810,294
90,428
12,609,298
Jerome L. Davis
67,175,454
10,730,814
89,120
12,609,298
Thomas N. Kelly Jr.
76,796,124
1,109,176
90,089
12,609,298
Shane S. Kim
76,852,215
1,053,723
89,451
12,609,298
Steven R. Koonin
75,760,148
2,145,881
89,360
12,609,298
J. Paul Raines
77,434,268
473,762
87,359
12,609,298
Stephanie M. Shern
76,019,418
1,889,914
86,057
12,609,298
Gerald R. Szczepanski
76,376,450
1,527,919
91,020
12,609,298
Kathy P. Vrabeck
77,337,640
572,632
85,117
12,609,298
Lawrence S. Zilavy
76,233,734
1,669,023
92,632
12,609,298
2. The Companys stockholders approved, on an advisory,
non-binding basis, the compensation of the named executive
officers of the Company, by the following vote:
Votes For
Votes Against
Abstentions
Broker Non-Votes
71,763,386
6,016,898
215,105
12,609,298
3. The Companys stockholders voted upon an advisory, non-binding
proposal regarding the frequency of future advisory votes on the
compensation of the Companys named executive officers. The votes
on this proposal were as follows:
1 Year
2 Years
3 Years
Abstain
69,251,088
133,793
8,446,789
163,719
Based on this result and in accordance with the previous
recommendation of the Companys Board of Directors, the Company
will hold an advisory, non-binding vote on the compensation of
its named executive officers annually until the next required
vote on the frequency of stockholder votes on executive
compensation.
4. The Companys stockholders ratified the Audit Committees
appointment of Deloitte Touche LLP as the Companys independent
registered public accounting firm for the Companys fiscal year
ending February 3, 2018, by the following vote:
Votes For
Votes Against
Abstentions
Broker Non-Votes
90,166,776
213,968
223,943
5. The Companys stockholders failed to approve, by the following
vote, an amendment and restatement of the Companys certificate of
incorporation to change the stockholder voting requirement for
removal of directors from a supermajority (80%) of shares of
common stock and only for cause, to a simple majority of shares
of common stock with or without cause, and to make other
technical and conforming changes:
Votes For
Votes Against
Abstentions
Broker Non-Votes
77,278,970
487,869
228,550
12,609,298
The affirmative vote of the holders of at least 80% of the
outstanding shares of common stock entitled to vote thereon was
required to approve the proposed amendment and restatement of the
certificate of incorporation. Abstentions and broker non-votes
had the effect of votes against the proposed amendments. As a
result of the vote disclosed above, the proposed amendments were
not approved by stockholders of the Company. However, as
previously announced, in light of a ruling by the Delaware
Chancery Court, the Company will continue to not attempt to
enforce the foregoing only for-cause director removal provision.


About GameStop Corp. (NYSE:GME)

GameStop Corp. is an omnichannel video game retailer. The Company sells video game hardware, physical and digital video game software, video game accessories, as well as mobile and consumer electronics products and other merchandise through its GameStop, EB Games and Micromania stores. The Company operates its business in four Video Game Brands segments: United States, Canada, Australia and Europe, and Technology Brands segment. Each of the Video Game Brands segments consists of retail operations, with all stores engaged in the sale of new and pre-owned video game systems, software and accessories. Its Video Game Brands stores sell various types of digital products, including downloadable content, network points cards, prepaid digital, prepaid subscription cards and digitally downloadable software, and also sell certain mobile and consumer electronics products and collectible products. Its Technology Brands segment includes its Spring Mobile and Simply Mac businesses.