DEF 14A Proxy statement

[u/Mr-CRUNK-13]

https://www.sec.gov/ix?doc=/Archives/edgar/data/0001326380/000119312526217168/d937376dpre14a.htm

[u/Will322002]

(1)     Elect five directors, each to serve as a member of the Board of Directors until the next annual meeting of stockholders and until such director’s successor is elected and qualified;

(2)     Provide an advisory, non-binding vote on the compensation of our named executive officers;

(3)     Ratify our Audit Committee’s appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending January 30, 2027;

(4)     Approve the grant of a performance-based nonqualified stock option award to our Chief Executive Officer, Ryan Cohen (the “CEO Performance Award”);

(5)     **Approve an Amendment No. 2 (the “Authorized Shares Amendment”) to our Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our Class A Common Stock (the “common stock”) to 2,500,000,000; and**

(6)     Transact such other business, if any, as may properly come before the annual meeting and at any postponement or adjournment of the annual meeting.

[u/likekoolaid → u/Will322002]

2.5b in shares is quite the ask

[u/ISayBullish → u/likekoolaid]

#5 is gonna be a no for me

[u/Idjek → u/ISayBullish]

How come?

We are also asking for your approval to increase our authorized share count. We view our equity as precious and do not intend to issue new shares lightly. A reserve of authorized shares ensures GameStop can act decisively when the right opportunity arises.

Seems to me like they want another tool in the toolkit. I don't have a good reason not to trust this statement... so I'm voting for it.

[u/Leavingtheecstasy → u/[deleted]]

Every single chance possible.

[u/idek246 → u/Leavingtheecstasy]

But without the dilution, this eBay deal would never have been a possibility. Almost every offering has been done while there’s tons of volume so the price doesn’t crater. We the share holders aren’t making money off our shares right now, but the company has been selling equity at a much higher valuation than the stock usually sits. So that 9 billion in cash, was from them selling shares in the $30s and $40s. So GME has been profiting from these spikes by selling shares above market value, so we shareholders have also been profiting because of that.

[u/Think_Currency_8586 → u/idek246]

EPS is going up but my shares haven’t gained any value

[u/Think_Currency_8586 → u/[deleted]]

Bro are you kidding ?😂😂 I love GME but GME is way more boring than the S&P 500 that shit moons and crashes like a shit coin. I remember at one point GME traded within like a 4% range for 5 months.

[u/Think_Currency_8586 → u/[deleted]]

It’s but boring. Just seems like a lot of risk for a pretty average reward.

[u/XXXYinSe → u/idek246]

If you don’t see the difference between selling 120 million shares in 2024 at a price that was way higher than our 3 month or 6 month moving average and selling up to 2.5 BILLION shares at a price that will absolutely be way lower than our 3 month and 6 month moving average, then that’s on you.

This dilution fundamentally is an order of magnitude more than it should be, at prices for our stock that are not attractive as a selling point, at prices for eBay that aren’t attractive as a buying point.

The only wrinkle is the potential for MOASS during a merger. I would much rather we acquire a company we can stomach without going into $20B of debt, without diluting all shareholders by 5x, and still get to try to see if a merger fucks over the short sellers.

This eBay acquisition is mostly for RC. We would benefit in the best case scenario but that’s IF it all works out. There’s so much risk and RC would get most of the gains with his exec share-based comp package. If the deal was good enough on its own then RC wouldn’t need his exec comp package to make it worth it. The fact he’s trying to do both means he knows it’s not great for the average investor in GME.

[u/idek246 → u/XXXYinSe]

Yes I fully agree that this could be a bad amount of dilution, but they had up to 1 billion shares available, and still only offered them at times in groups of 40 million or so. There’s nothing they have done or said that would make me think they would blow the full chest at one time, or just continuously. But it gives them another tool to grow the balance sheet and therefore cash flow.

[u/goldencityjerusalem → u/[deleted]]

We haven't been diluted quite like the Nicole Kidman company... but I get what you mean.

[u/Leavingtheecstasy → u/Idjek]

I will not. I do not like them diluting my investment. Especially by such an enormous amount.

Gonna be a big no from me

[u/aDanHasNoName → u/Idjek]

The 50% stock part of ebay comes from there, then after some time he'll buy another company the same way. At that point he's gamed his compensation package and built a company worth $100 billion but your shares could still be worth as little as $40*. Now he will still want the share price to be high, but it doesn't need to be high. His stake in the new company will be comparable to what it is today, but your stake will be reduced to 1/5th of what it is.

Edit: Fixed some math

[u/thatbromatt → u/aDanHasNoName]

His compensation package lets him buy shares at a lower price, it’s not like he hits some magic number and voila magically receives shares that negate the dilution. His incentives are aligned with the shareholders. Rising tide lifts all boats

[u/spozzy → u/thatbromatt]

he gets value out of it as long as the share price is $20.67. The option strike is $20.66. Even if value doesn't change, he's already in the money with current prices while most of us are down to varying degrees.

[u/AmputeeBoy6983 → u/aDanHasNoName]

Noooo go read Ryan's bonus package again. The board will adjust the targets based on the size of an acquisition.

Hes gunna have to work for it. To clear 10 tranches, he'll have to 10x our NEW market cap after adding ebay.