Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
OnJune 2, 2022 , the stockholders ofGameStop 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 theGameStop Corp. 2022 Incentive Plan" in the definitive proxy statement filed by the Company in connection with the Annual Meeting with theSecurities and Exchange Commission onApril 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.
OnJune 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 theState of Delaware onJune 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.
OnJune 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 ofDeloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year endingJanuary 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
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 ofDeloitte & Touche LLP as the Company's independent registered public accounting firm for the Company's fiscal year endingJanuary 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 10.1GameStop Corp. 2022 Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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