Shareholders Seeking to Replace GameStop Board Members
GameStop shareholders Hestia Capital Management and Permit Capital are seeking to replace to GameStop board members at the retailer’s annual meeting.
Hestia said that “long before COVID-19 began to meaningfully affect the global economy and GameStop, stockholders suffered under a Board that was slow to react to a rapidly changing gaming landscape.”
While the Board recently underwent a refreshment process, we do not believe it went far enough. The Board remains primarily composed of directors with traditional retail backgrounds and continues to lack a diversity of perspectives to help optimize GameStop’s unique assets.
At this year’s annual meeting, we are seeking your support to replace Jerome L. Davis and Thomas Kelly, two long-tenured, underperforming Board members, with two stockholder-oriented nominees, Kurtis J. Wolf and Paul J. Evans. Mr. Davis and Mr. Kelly have already announced their intention to leave the Board at next year’s annual meeting. We believe replacing them now, with two seasoned executives, will bring much needed financial acumen, turnaround experience and stockholder perspective to the Board at this critical time.
Together, Permit and Hestia are the largest active stockholders in GameStop, owning approximately 7.2% of the outstanding shares.
We are not “activist” investors and have previously never led a proxy contest. While the timing of this proxy contest is unfortunate due to
the COVID-19 crisis, we believe GameStop is at a critical juncture and requires directors with strong financial and strategic backgrounds to
navigate through these turbulent times and help restore GameStop to a high quality, valuable gaming business. The Board’s dismissiveness
of our efforts to be involved in its refreshment process and refusal to meaningfully engage with us to avoid a contested election at this
year’s annual meeting further reaffirms our belief that greater Board change is needed
In early 2019, our frustration with this Board’s failings led us to nominate four candidates for election to the Board. Our original candidates included diverse backgrounds and skillsets, including gaming, retail, and turnaround expertise as well as a stockholder representative. The Board was immediately and adamantly opposed to adding a stockholder representative to the Board. However, in an effort to
avoid a proxy fight last year and based on our expectation that the Board would begin to work collaboratively with us, we entered into
a cooperation agreement with the Company to add one of our three other nominees to the Board. In addition, as part of this agreement,
the Company committed to working with us to identify a second new director to be added to the Board. Pursuant to the agreement, the Company selected our retail candidate to the Board. Despite our best efforts to work with the Board to identify a second new director, the Board ignored our attempts to be involved and merely gave us advance notice of their decision. For the next 11 months, we actively sought to engage with the Board to encourage greater cost cutting measures, proactively refinance its debt, return capital to investors and refresh the Board with skills lacking on the Board, such as gaming, capital allocation and turnaround experience. We repeatedly offered our assistance to help find qualified