Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On June 2, 2022, the stockholders of GameStop Corp. (the "Company") adopted and
approved the Company's 2022 Incentive Plan (the "2022 Plan") at its 2022 annual
meeting of stockholders (the "Annual Meeting"). A summary of the material terms
of the 2022 Plan is included under the heading "Proposal 2: Approval of the
GameStop Corp. 2022 Incentive Plan" in the definitive proxy statement filed by
the Company in connection with the Annual Meeting with the Securities and
Exchange Commission on April 21, 2022, which summary is incorporated herein by
reference. The summary of the 2022 Plan is qualified in its entirety by
reference to the full text of the 2022 Plan, a copy of which is filed herewith
as Exhibit 10.1 and incorporated herein by reference.


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On June 2, 2022, the Company's stockholders approved an amendment (the "Charter
Amendment") to the Company's Third Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of the Company's Class
A Common Stock (the "Common Stock") to 1,000,000,000. The Charter Amendment
became effective upon its filing with the Secretary of State of the State of
Delaware on June 3, 2022.

The foregoing description of the Charter Amendment is qualified in its entirety
by reference to the full text of the Charter Amendment, a copy of which is filed
herewith as Exhibit 3.1 and incorporated herein by reference.


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



On June 2, 2022, the Company held its Annual Meeting. At the Annual Meeting, the
stockholders voted on (1) the election of directors; (2) the adoption and
approval of the 2022 Plan; (3) an advisory, non-binding resolution regarding the
compensation of the Company's named executive officers; (4) the ratification of
the appointment of Deloitte & Touche LLP as the Company's independent registered
public accounting firm for the fiscal year ending January 28, 2023; and (5) the
approval of the Charter Amendment.

Nominee                                                 Votes For               Votes Against              Abstentions              Broker Non-Votes
Matthew Furlong                                        46,496,353                  165,625                         194,988                    10,168,511
Alain (Alan) Attal                                     45,448,440                1,046,793                         361,733                    10,168,511
Lawrence (Larry) Cheng                                 46,175,297                  451,342                         230,327                    10,168,511
Ryan Cohen                                             46,598,446                  178,453                          80,067                    10,168,511
James (Jim) Grube                                      46,237,165                  315,739                         304,062                    10,168,511
Yang Xu                                                46,016,187                  541,574                         299,205                    10,168,511

Proposal 2: Adoption and Approval of the GameStop Corp. 2022 Incentive Plan.



The Company's stockholders approved the 2022 Plan, by the vote indicated below:

    Votes For          Votes Against       Abstentions        Broker Non-Votes
  44,124,864          2,601,247            130,853            10,168,511

Proposal 3: Advisory Non-binding Vote on Executive Compensation.



The Company's stockholders approved, on an advisory, non-binding basis, the
compensation of the named executive officers of the Company, by the vote
indicated below:

    Votes For          Votes Against       Abstentions        Broker Non-Votes
  44,519,065          2,076,581            261,318            10,168,511




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Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm.



The Company's stockholders approved the ratification of the Audit Committee's
appointment of Deloitte & Touche LLP as the Company's independent registered
public accounting firm for the Company's fiscal year ending January 28, 2023, by
the vote indicated below:

    Votes For          Votes Against       Abstentions        Broker Non-Votes
  56,206,132            530,992            288,351                     -

Proposal 5: Approval of Charter Amendment.



The Company's stockholders approved the Charter Amendment, by the vote indicated
below:

    Votes For          Votes Against       Abstentions        Broker Non-Votes
  53,145,489          3,769,297            110,690                     -

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.               Description
3.1                         Certificate of Amendment of the Third Amended 

and Restated Certificate of


                          Incorporation
10.1                        GameStop Corp. 2022 Incentive Plan
104                       Cover Page Interactive Data File (embedded within the Inline XBRL document).



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