Item 2.02. Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02, "Results of
Operations and Financial Condition," and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section.
On June 7, 2023, GameStop Corp. (the "Company") issued a press release
announcing its financial results for its first quarter ended April 29, 2023. A
copy of the press release is attached hereto as Exhibit 99.1.
The press release attached to this Current Report, including the exhibit, shall
not be incorporated by reference into any filing of the Company, whether made
before or after the date hereof, regardless of any general incorporation
language in such filing, except as otherwise expressly set forth therein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Termination of President and Chief Executive Officer
On June 5, 2023, the Board of Directors (the "Board") of the Company terminated
Matthew Furlong as President and Chief Executive Officer of the Company,
effective immediately such that, after giving effect to such termination,
Mr. Furlong was no longer employed by GameStop Texas Ltd., the Company, or any
of their affiliates. Subject to Mr. Furlong's timely execution of a Separation
and Release Agreement (and non-revocation in the time provided to do so), which
includes a release of claims against the Company and its affiliates, Mr. Furlong
will be entitled to receive the payments and benefits associated with a
termination without Cause, as such term is defined in Mr. Furlong's offer letter
dated June 9, 2021 from GameStop Texas Ltd., which was originally filed as
Exhibit 10.1 attached to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 9, 2021.
Board of Director Changes
On June 5, 2023, Mr. Furlong resigned as a director of the Company, effective
immediately. Mr. Furlong's resignation did not result from any disagreement with
the Company on any matter relating to the Company's operations, policies or
practices. In connection with Mr. Furlong's resignation, the Board reduced the
size of the Board to five. Additionally, as further disclosed in Item 8.01 to
this Current Report on Form 8-K, the Board appointed Ryan Cohen as Executive
Chairman of the Company and Alain Attal as the Lead Independent Director of the
Board.
Appointment of General Manager
On June 7, 2023, the Board appointed Mark H. Robinson as the Company's General
Manager, effective immediately. Additionally, Mr. Robinson was appointed as the
Company's principal executive officer. Mr. Robinson's responsibilities will
include administrative matters, corporate development, legal affairs and support
for GameStop's holdings, including the oversight of other executive officers
besides the Executive Chairman, and he will report directly to Ryan Cohen, as
Executive Chairman. Mr. Robinson will continue to serve in his roles as the
General Counsel and Secretary of the Company.
Mr. Robinson, 44 years old, has served as the Vice President, General Counsel of
the Company since January 2022, and in various other roles at the Company since
August 2015. In his current role, he oversees the legal and human resources
functions of the Company. Prior to joining the Company in 2015, Mr. Robinson
held positions as an attorney at law firms Norton Rose Fulbright and Jones Day,
where he provided counsel on corporate and finance transactions.
In connection with his appointment as the General Manager, the Company and
GameStop Texas, Ltd. entered into a letter agreement with Mr. Robinson on
June 7, 2023 (the "Offer Letter") describing certain terms of his employment,
which supersedes all prior agreements or offer letters between the parties
regarding Mr. Robinson's employment, unless otherwise noted therein. The Offer
Letter provides that Mr. Robinson's annualized salary will be $200,000 effective
as of June 7, 2023. The Offer Letter also provides that Mr. Robinson will
continue to be eligible to receive the settlement of any transformation bonuses
previously granted to him, and all equity and cash incentive awards previously
granted to Mr. Robinson will continue to vest in accordance with their original
terms, subject to Mr. Robinson's continued employment with the Company and the
satisfaction of any performance hurdles associated with those awards. The Offer
Letter states that Mr. Robinson will be entitled to an additional grant of 9,300
restricted stock units of the Company's Class A common stock, par value $0.001
per share, which award will vest in full on June 12, 2024, subject to his
continued employment through such date, as well as any other terms and
conditions applicable to grant that are set forth in an individual award
agreement to be entered into by Mr. Robinson and the Company on the grant date.
Under the Offer Letter, if Mr. Robinson's employment is terminated without Cause
(as defined in the Offer Letter), he will be entitled to receive the following
severance benefits: (i) an amount equal to six months of his base salary,
(ii) an amount equal to six months of COBRA premiums for Mr. Robinson and his
eligible dependents, (iii) any transformation bonus installments which have not
already been paid, (iv) the vesting of that portion of any equity award that was
otherwise scheduled to vest in the ordinary course during the six month period
immediately following his termination date, and (v) any long-term incentive cash
award that was otherwise scheduled to vest in the ordinary course during the six
month period immediately following his termination date. Mr. Robinson's
eligibility for these severance benefits is subject to his execution of a
release of claims and his compliance with any applicable post-employment
covenants.
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The foregoing description of the Offer Letter is not complete and is qualified
in its entirety by the full text of the Offer Letter, a copy of which is
attached hereto as Exhibit 10.1 and incorporated by reference in this Item 5.02.
No family relationships exist between Mr. Robinson and any of the Company's
directors or other executive officers. There are no other arrangements between
Mr. Robinson and any other person pursuant to which he was selected as an
officer, nor are there any transactions to which the Company is or was a
participant and in which Mr. Robinson has a material interest subject to
disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On June 7, 2023, the Company issued a press release announcing certain changes
to its executive team and the Board, a copy of which is furnished with this
Current Report on Form 8-K as Exhibit 99.2.
This information is furnished pursuant to Item 7.01 "Regulation FD Disclosure,"
and shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section.
Item 8.01. Other Events.
On June 7, 2023, in connection with the events disclosed in Item 5.02 of this
Current Report on Form 8-K, the Board appointed Mr. Cohen as Executive Chairman
of the Company, effective immediately. Mr. Cohen's responsibilities will include
capital allocation, evaluating potential investments and acquisitions, and
overseeing the managers of the Company's holdings.
Additionally, on June 7, 2023, the Board appointed Mr. Attal as the Lead
Independent Director of the Board and dissolved the Strategic Planning and
Capital Allocation Committee.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1# Letter Agreement between Mark H. Robinson and GameStop Corp.
executed June 7, 2023.
99.1* Press Release dated June 7, 2023
99.2* Press Release dated June 7, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
# Management contract or compensation plan or arrangement.
* Furnished herewith.
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