GameStop has filed their Preliminary Schedule 14A ahead of the 2022 Annual Shareholder Meeting where investors are anticipating to vote on a stock split.

The video game retailer in the midst of a technology-centric transformation has evolved since last year, when a Schedule 14A was released under former CEO George Sherman’s regime.

GameStop’s filed Schedule 14A today reveals the company’s preliminary proxy statement providing notification matters to be brought to a vote for the 2022 Annual Shareholder Meeting.

The letter from Furlong

Per tradition, the filing starts with a letter from the CEO, now recently instated Matt Furlong from Amazon.

Matt Furlong’s Letter to Stockholders

“We believe the investments made in recent quarters represent the foundation of value creation that will become evident quarters and years down the road. In 2022, we will continue to make pragmatic investments to modernize our infrastructure, expand our addressable market and grow our customer base. Leadership will not compromise when it comes to being maniacally focused on the long-term.” — Matt Furlong

Furlong’s letter expresses GameStop is “manically focused on the long-term,” and that GameStop’s new management team consists of hundreds of individuals with technology backgrounds.

As per Cohen’s guidance in the November 2020 Letter to the board, Furlong states GameStop has refocused around a singular mission to delight customers. 

The Agenda

While the date of the meeting remains unannounced, Shareholders can anticipate to be asked of several items on the agenda, including:

1. Elect six 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. Adopt and approve the GameStop Corp. 2022 Incentive Plan;

3. Provide an advisory, non-binding vote on the compensation of our named executive officers;

4. Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending January 28, 2023;

5. Approve an amendment to the Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Class A Common Stock (the “common stock”) to 1,000,000,000; 

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.

Only stockholders of record as of the close of business on April 8, 2022 are entitled to vote at the annual meeting and any postponement or adjournment thereof. 

The meeting

Unlike last year where hundreds of retail investors trekked to the Dallas-Fort Worth Area to attend GameStop’s 2021 annual meeting, the upcoming meeting will be held virtually this June. 

GameStop also invites stockholders and other interested parties to communicate directly and confidentially with the full Board, the Chair of the Board or the non-management directors as a group by writing to GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051, Attn: Secretary.  GameStop states that the secretary will forward such communications to the intended recipient and will retain copies for corporate records.

Breaking tradition, 30 minutes prior to, and during the Annual Meeting, investors will be able to submit questions by accessing the meeting site and following the directions.

The company will hold a Q&A session during the annual meeting, during which the company intends to answer questions that are pertinent to the items being brought before the stockholder vote at the annual meeting, as time permits and in accordance with the Rules of Conduct for the annual meeting.

Why split the stock?

Despite other items on the agenda, investors are primarily interested in the stock split, how it will pan out, and what the purpose is.

GameStop states that the primary purpose of increasing the number of authorized shares of common stock is to offer investors more flexibility in how they manage their ownership.

“The trading price of our common stock has risen significantly over the past couple of years. Our investors have expressed a high level of interest in our common stock. Feedback from our investors indicates that a higher stock price can limit those who desire to invest in our common stock. We anticipate that an increase in the number of outstanding shares resulting from a potential Stock Split will reset the market price of our common stock in a range that would give our investors more flexibility in how they manage their ownership of our common stock and make our common stock more accessible for anyone who wants to invest in our Company.”

GameStop’s Schedule 14-A Proposal 5

Along with the split, GameStop is interested in the authorization to issue additional shares for future acquisitions, capital-raising, or financing transactions. GameStop states they do not currently have any other plans, agreements, commitments or understandings with respect to the issuance of the additional shares, nor do they currently have any plans, arrangements, commitments or understandings with respect to the issuance of any shares of preferred stock.

FOR MORE, READ GAMESTOP’S April 11, 2022 14-a FILING.

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Source: GameStop Schedule 14-A


Editorial Note: On April 21st, 2022, GameStop announced the annual meeting will be held at 10:00 AM CT on June 2nd, 2022.

GameStop has risen 15% after-hours upon an official announcement of their intentions to request a stock split.

Revealed via Form 8-K Filing, GameStop is planning on asking for shareholder approval at the upcoming 2022 Annual Meeting on an increase in the number of authorized shares of Class A common stock from 300,000,000 to 1,000,000,000.

If granted, GameStop will file an amendment to the Company’s Charter Amendment in order to implement a stock split of the Company’s Class A common stock in the form of a stock dividend and provide flexibility for future corporate needs.

So what?

For nearly a year, retail investors have speculated if GameStop would ever engage in a stock split. Even GMEdd.com published tongue-in-cheek conspiracy when Chairman Ryan Cohen shared a photo of himself with split chopsticks under his nose.

Right now, GameStop has 76.3M outstanding shares, with existing authorization up to 300,000,000 shares. The company is asking for approval to raise that authorized cap to 1,000,000,000, indicating an intention that they are likely seeking between a 4:1 to 13:1 split.

GameStop’s Form 8-k Filing from March 31st

GameStop’s proposed stock split plan would be completed through a stock dividend, which awards existing shareholders with new shares.

Unlike a typical stock split where already held shares are divided, in a stock dividend additional shares are allotted to existing shareholders.

anything else?

GameStop also intends to request stockholder approval at the Annual Meeting for a new incentive plan to support future compensatory equity issuances. 

If the 2022 Equity Plan is approved by stockholders, it will replace the current GameStop Corp. 2019 Incentive Plan, and 8,000,000 shares of the Company’s Class A common stock, plus any shares subject to the 2019 Plan that expire, are forfeited, cancelled, terminated or settled in cash after the 2022 Plan is effective, will be available for issuance under the 2022 Plan. 

GameStop’s Board of Directors has approved both stockholder proposals, but the stock dividend will be contingent on final Board approval.

FOR MORE, READ GAMESTOP’S March 31, 2022 8-K FILING.

Included in the release of today’s GameStop Q4 2021 financial results was the reveal of GameStop’s intended launch deadline for the incoming GameStop NFT Marketplace.

GMEdd.com first unearthed the existence of GameStop’s Official NFT project in May 2021 upon discovering a website that didn’t detail much besides a potential slogan for the project, and ever since then investors have speculated what GameStop NFT entails.

Prior to this, digital breadcrumbs had led us to that same point, detailing how Loopring’s technology could power a bridge of traditional e-commerce and blockchain and engineer the revolution of gaming.

With Immutable revealed as a technology partner in the potentially groundbreaking gaming marketplace in February, progress has undoubtedly been expedited.

GameStop has announced an expected launch date of the NFT Marketplace by close of Q2 2022 (July 31, 2022).

Business strategy

GameStop reported they are on a strategic path to fully leverage the company’s unique position and brand in gaming. The strategic plan is designed to optimize the core business while at the same time, pursuing strategic initiatives to transform GameStop for the future by expanding the company’s addressable market and product offerings to drive growth in the gaming and entertainment industries.

GameStop states their focus is on transforming into a customer-obsessed technology company to delight gamers, and is actively focused on:

Establishing ecommerce excellence.

GameStop aims to be the leading destination for games and entertainment across all channels and will scale up ecommerce operations to make the most convenient solution for customers. This includes app & site redesigns, improvements in fulfillment and delivery times, better product availability across all channels, and a further improved customer service experience.

Expanding selection to deliver a market-leading offering in gaming & entertainment.

Continue investing in expanding product offering to relevant categories for our customers, including becoming a leader in PC gaming, virtual reality, and other gaming products.

Leveraging existing strengths and assets.

Grow GameStop’s presence in the gaming community and increase market share through enhancing the value of the loyalty program and Game Informer assets while also expanding the scope of the buy, sell, and trade business to support expanded offerings.

Investing in new growth opportunities.

As the company scales and expands core offerings, GameStop will simultaneously invest in additional growth, including blockchain, digital assets (including non-fungible tokens, Web 3.0 technology, and new destination formats for retail stores. 

GameStop states they believe these future transformation efforts are an important aspect of the company’s continued business to enable long-term value creation for company shareholders.

Rollout Strategy

With Ryan Cohen insistent on not talking a big game, little remains known about GameStop’s NFT Marketplace rollout strategy.

“We know some people want us to lay out a whole detailed plan today, but that’s not gonna happen.You won’t find us talking a big game, making a bunch of lofty promises, or telegraphing our strategy to the competition. That’s the philosophy we adopted at Chewy.” — Ryan Cohen in June 2021

On March 4th, Robbie Ferguson, the Co Founder and President of Immutable, shared the first phase of the intended rollout on Reddit.

Robbie shared this graphic on Reddit.

Robbie also stated that Immutable is going to be dropping content over the next few weeks diving into what integration will look like, details on Immutable and GameStop’s vision for the space, and answering questions fans and investors and might have.

FOR MORE, READ GAMESTOP’S March 17, 2022 10-K FILING.

GameStop Corp. today released financial results on the company’s Investor Relations platform for the fourth quarter ended January 29th, 2022.

The gaming retailer in the midst of transformation will also host an investor conference call at 5:00 pm ET to review the company’s financial results. This call and any supplemental information can be accessed at GameStop’s investor relations home page.

The Company also announced it intends to launch its marketplace for non-fungible tokens (“NFTs”) by the end of the second quarter of fiscal year 2022.

The Company’s Form 10-K and supplemental information can be found at http://investor.GameStop.com

Fourth QUARTER OVERVIEW

Generated net sales of $2.254 billion for the quarter, compared to $2.122 billion in the fourth quarter of 2020 and $2.194 billion in the fourth quarter of 2019.

Established new and expanded brand relationships, including with PC gaming companies such as Alienware, Corsair and Lenovo, that contributed to sales growth in the quarter.

Grew PowerUp Rewards Pro members by 32% on a year-over-year basis, taking total membership to approximately 5.8 million.

Entered into a partnership with Immutable X that is intended to support the development of GameStop’s NFT marketplace and provide the Company with up to $150 million in IMX tokens upon achievement of certain milestones.

Launched a redesigned app, which includes an enhanced user interface, improved scalability for a larger product catalog and more functionality to support exclusive offers and promotions.

Hired dozens of additional individuals with experience in areas such as blockchain gaming, ecommerce and technology, product refurbishment and operations.

full year overview

Generated net sales of $6.011 billion for the fiscal year, compared to $5.090 billion for fiscal year 2020.

Expanded the product catalog to include a broader set of consumer electronics, PC gaming equipment and refurbished hardware.

Made significant and long-term investments in the Company’s fulfillment network, systems and teams.

Established new offices in Seattle, Washington and Boston, Massachusetts, which are technology hubs with established talent markets.

Raised more than $1.67 billion in capital and eliminated all of the Company’s long-term debt, other than a $44.6 million low-interest, unsecured term loan associated with the French government’s response to COVID-19.

Ended the fiscal year with $1.271 billion in cash and cash equivalents and $915 million in inventory, compared to $635 million in cash and $602.5 million in inventory at the end of fiscal year 2020. Increased investments in inventory reflect the Company’s focus on meeting heightened demand and mitigating supply chain headwinds.

WEBCAST AND CONFERENCE CALL INFORMATION

The webcast with management is scheduled for March 17, 2021, at 5:00 p.m. ET to discuss the Company’s fourth quarter activities and financial results. This call, along with supplemental information, can also be accessed at GameStop’s Investor Relations. The phone number for the call is 877-451-6152 and the confirmation code is 13725350. This webcast will be archived for two months on GameStop’s investor relations website.

Source: GameStop Newsroom, Form 10-k

GameStop Corp., today announced that it will report fourth quarter and full year fiscal 2021 results after the market closes on Thursday, March 17, 2022.

The gaming retailer in the midst of transformation will host an investor conference call at 5:00 pm ET on the same day to review the company’s financial results. This call and any supplemental information can be accessed at GameStop’s investor relations home page.

WHERE TO TUNE IN

The phone number for the investor conference call is 877-451-6152 and the confirmation code is 13725350. The conference call will be archived for two months on GameStop’s corporate website.

GMEdd.com had hosted livestreams for prior conference calls, as viewership often surpasses what GameStop’s systems can handle.

For Q1 and Q2 2021 Earnings, GameStop streamed the report on their official YouTube channel, which remain the company’s most viewed videos; a testament to the devotion of the company’s retail investor base.

We advise all GameStop investors follow @GMEdd on Twitter for updates.

THE SIGNIFICANCE

This will mark the third earnings call since the departure of former Chief Executive Officer George Sherman and the board overhaul.

While Ryan Cohen announced at the 2021 Annual Shareholder’s Meeting that the company does not plan to talk a big game, investors will anticipate some direction or announcements regarding GameStop NFT from the aspiring technology company under new leadership.

The Cohen-instated CEO Matt Furlong, a former Amazon executive, will likely speak during the majority of the conference call, if tradition continues.


GameStop has found another partner for their venture into the future, and this one is from the land down under.

GameStop has entered into a Protocol Services and License Agreement with Immutable X Pty Limited, also known as Immutable X, pursuant to which Immutable X will become a technology partner and platform for GameStop’s non-fungible token (“NFT”) marketplace. 

GameStop has also entered into a Grant Agreement with Digital Worlds NFTs Ltd. (“Digital Worlds”), which encourages the development of projects using technology of Immutable X by issuing grants of IMX tokens.

The Grant Agreement establishes a commitment to provide up to $100 million in grants of IMX tokens to support creators of NFT content and technology, and also provides for the grant of up to $150 million in IMX tokens to the Company upon the achievement of certain milestones. 

additional obligations

Immutable will commit a reasonable level of design & scoping support to Gamestop, including access to Immutable CTO, the company’s Product team, and Integration Engineers to help with integration architecture and scoping.

Immutable will co-design the entire solution with the GameStop team. Immutable will introduce a third-party integrator to help with the integration between GameStop and Immutable X. Any engagement by that integrator will be at GameStop’s cost.

Marketing and other commitments

GameStop will use Immutable X as their first layer-2 NFT integration for trading and minting, other than Loopring;

GameStop will not integrate any blockchain protocol, other than Ethereum Layer 1 and Loopring into their NFT marketplace without first having integrated Immutable;

GameStop will commit & dedicate resources to co-pitching to gaming studios as reasonably requested by Immutable during the Term, including the Vice President of Business Development – Blockchain and the Vice President of Corporate Strategy for the first four months after contract execution, which can be extended and expanded upon mutual agreement by both parties.

GameStop will use reasonable commercial efforts to support marketing efforts for the NFT marketplace, and will feature Immutable X protocol displayed prominently on the Gamestop NFT marketplace using mutually agreed upon methods (e.g. a site strip).

GameStop will prominently feature on the Gamestop NFT Marketplace the additional grants Digital Worlds is committing to make in connection with Gamestop NFT Marketplace for such time as the grants are being offered using mutually agreed upon methods (e.g. badging on the home page that re-directs to a dedicated landing page).

GameStop will dedicate resources to support engineering efforts for the NFT marketplace and will cover the costs of any third party development needed for the launch and upkeep of the project.

GameStop will announce Immutable partnership/GameStop NFT marketplace in a shareholder company filing (either 10-K or 10-Q) if approved by GameStop investor relations team, legal team, and the Board of Directors.

GameStop will make reasonable efforts to include Immutable in a quarterly earnings update if approved by the GameStop investor relations team, legal team, and the Board of Directors.

GameStop will commit to quarterly meetings with applicable GameStop team members to review the program & strategy for future.

GameStop will provide two dedicated Immutable X press releases:

one after contract execution which will be focused on the grant; and

the other at the integration launch, which will be focused on the integration.

GameStop will use reasonable commercial efforts to refer Immutable X to game studios, and to support pitches where appropriate. GameStop will commit to twice a week meeting and pipeline / lead review for the first 4 months, to co-ordinate co-pitching to those leads, which may be extended if mutually agreed to.

feature/promotion placement

GameStop will have a dedicated landing page linked from the home page using a prominent badging image, which will be a page to promote the grants, and will include a sign-up form.

GameStop and Immutable X will leverage the Immutable X grants pool to incentivize gaming studios, developers and artists to create pre-sale and/or special in-game items promotion using Immutable X minting through the GameStop NFT Marketplace, with any such promotion being as agreed between the parties.

GameStop will provide a site stripe mid-page for grant promotion, for the duration between signing and integration of the grant application framework, that will include a promotional banner at the top indicating that Immutable X will be available soon.

GameStop will provide placement and marketing text on Immutable X minting option and will provide order options dynamically by usage.

What is Immutable?

Immutable X works on top of the Ethereum blockchain and is designed specifically for token-driven video games and NFT-based projects. It inherits the security of the Ethereum mainnet, but it can handle a much larger volume of transactions at much lower costs, with a significantly smaller environmental footprint in the process.

Immutable prides themselves in the fact that all NFTs that are created or traded on Immutable X are 100% carbon neutral.‍

GameStop has also partnered with Trace and Cool Effect to “offset its remaining carbon footprint,” in what could be a bid to avoid the backlash that’s become commonplace with mainstream NFT involvement, per Eli Tan of CoinDesk.

Similar to the layer-2 technology at Loopring, Immutable X takes upwards of hundreds of thousands of transactions handled on its own blockchain and then rolls them up and commits them to Ethereum’s mainnet. Immutable X has not developed their own zero-knowledge proof technology, and instead uses StarkWare’s.

“The GameStop mission is literally power to the players, and that is exactly what we’re trying to do here,” Robbie Ferguson, co-founder of Immutable, told CoinDesk in an interview. “The $100 million is a minimum of what we’re doing.”

In a tweet at 7:30 AM EST, Ferguson shares the expression, WAGMI, a meme in the crypto-community meaning “we’re all gonna make it,” alongside a video announcing the partnership.

 

The $100M Fund

Ferguson told Decrypt that the $100M fund will provide grants of Immutable X’s IMX token to studios that build on the platform and use GameStop’s marketplace—to “attract the best developers and studios and accelerate mass adoption,” said Ferguson.

“Immutable and GameStop are focused on incentivizing long-term gaming projects, where AAA or high-quality studios are trying to build games that are enjoyable to both play and earn,” he explained. “The future of gaming is one where digital property rights are inherent—but the games still have to be fun.”

GameStop’s NFT landing page has been updated with a new form for builders and creators to apply for grant consideration.

The wider NFT market generated $23 billion in trading volume last year, per data from DappRadar, and is already yielding record-breaking sales in 2022.

Immutable’s Robbie Ferguson will be live on the Bankless HQ YouTube channel at 4:30 PM EST to explore GameStop’s Partnership with the Australian-based blockchain company.

For more, read GameStop’s February 3rd, 2022 8-K Filing.

Join GMEdd.com’s Official Chatroom to chat about this article, GameStop’s transformation, and more.
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Sources: GameStop 8-K, Coindesk, Robbie Ferguson on Twitter, Decrypt

GameStop Corp. today released financial results on the company’s Investor Relations platform for the third quarter ended October 30, 2021.

The gaming retailer in the midst of transformation will also host an investor conference call at 5:00 pm ET to review the company’s financial results. This call and any supplemental information can be accessed at GameStop’s investor relations home page.

GMEdd.com Co-Proprietor Rod Alzmann will be live on Bloomberg TV’s Bloomberg Markets What’d You Miss? at 4:30 PM EST to discuss the company’s financial results and ongoing transformation.

THIRD QUARTER OVERVIEW

Net sales were $1.297 billion for the quarter, compared to $1.005 billion in the prior year’s third quarter.

Sales attributable to new and expanded brand relationships, such as Samsung, LG, Razer, Vizio and others, contributed to the Company’s growth in the quarter.

Inventory was $1.141 billion at the close of the quarter, compared to $861 million at the close of the prior year’s third quarter, reflecting the Company’s focus on front-loading investments in inventory to meet increased customer demand and mitigate supply chain issues.

Ended the period with cash and cash equivalents of $1.413 billion as well as no debt other than a $46.2 million low-interest, unsecured term loan associated with the French government’s response to COVID-19.

Established new offices in Seattle, Washington and Boston, Massachusetts, which are technology hubs with established talent markets.

Secured a new $500 million ABL facility, which closed in November just after the end of the third quarter, with improved liquidity and terms, including reduced borrowing costs, lighter covenants and additional flexibility.

WEBCAST AND CONFERENCE CALL INFORMATION

The webcast with management is scheduled for December 8, 2021, at 5:00 p.m. ET to discuss the Company’s third quarter activities and financial results. This call, along with supplemental information, can also be accessed at GameStop’s Investor Relations. The phone number for the call is 877-451-6152 and the confirmation code is 13725350. This webcast will be archived for two months on GameStop’s investor relations website.

Source: GameStop Newsroom, Form 8-k


Read the transcript of GameStop’s Q3 2021 Earnings Conference Call here.