On April 19th, 2021, GameStop issued a News Release and a more detailed Form 8-K to announce the official Chief Executive Officer Succession Plan.  George Sherman will be stepping down as Chief Executive Officer on July 31, 2021, or earlier upon the appointment of a successor.

The Board of Directors thanked Mr. Sherman for his significant contributions since being appointed Chief Executive Officer in April 2019.   

Most interesting of all, the GameStop board’s Strategic Planning and Capital Allocation Committee is leading the search to identify Chief Executive Officer candidates with the capabilities and experience to help accelerate the next phase of the Company’s transformation.

Who is at the head of this committee? Ryan Cohen. Other members include ex-Chewy executives Alan Attal and Jim Grube, whom Ryan Cohen chose as his board seats granted through the RC Ventures Agreement (Kurt Wolf of Hestia Capital was formerly on this committee, but parted ways with GameStop in early April).

Subject to Mr. Sherman’s reelection at the Company’s 2021 annual meeting of stockholders, he has agreed to continue to serve as a director of the Company. Following Ryan Cohen’s initiative, Mr. Sherman has declined to receive compensation for his service as a director, both before and after the Separation Date.

In the News Release, Ryan Cohen, incoming Chairman of the Board, commented,

GameStop appreciates the valuable leadership that George has provided throughout his tenure. He took many decisive steps to stabilize the business during challenging times. The Company is much stronger today than when he joined. On a personal note, I also want to thank George for forming important partnerships with the new directors and executives who have joined GameStop in recent months.

The Form 8-K also touches on George Sherman voluntarily agreeing to the elimination of all other severance rights provided in his employment agreement and has also agreed to cancel his 2020 performance-vested restricted stock award, which consisted of 308,477 shares of common stock.

George Sherman also provided departing remarks,

I am very proud of what we have accomplished at GameStop over the past two years, including during the difficult COVID-19 pandemic. It has been a privilege to lead so many dedicated, talented individuals, who collectively possess tremendous passion for the gaming industry. We have helped bring stability and strength to the business, including by de-densifying our store footprint, reducing costs and debt, and driving e-commerce growth. I also want to take this opportunity to thank our Board for all of its collaboration and support.

Source: GameStop Form 8-K , News Release

GameStop has today announced that the board intends to elect Ryan Cohen, founder of Chewy, as Chairman of the Board at the annual meeting, which will take place in Grapevine Texas on June 9th, 2021. GameStop also states that it will be nominating the following six individuals to stand for election to its Board of Directors: Alan Attal, Larry Cheng, Ryan Cohen, Jim Grube, George Sherman and Yang Xu.

GameStop has also shared updates that include:

  • Following the Annual Meeting, the Board intends to elect Mr. Cohen as Chairman;
  • Following the Annual Meeting, all directors will be compensated 100% in equity;
  • Following the Annual Meeting, individual director compensation will be reduced approximately 28% from the prior year, and
  • Effective immediately, the Board has appointed Mr. Grube to serve on the Strategic Planning and Capital Allocation Committee.

About the new names

Larry Cheng is Co-Founder and Managing Partner of Volition Capital, a leading growth equity investment firm based in Boston, Massachusetts and the first investor in Chewy. He has more than two decades of venture capital and growth equity investing experience based on time at Volition Capital, Fidelity Ventures, Battery Ventures, and Bessemer Venture Partners. He presently leads the Internet and Consumer team at Volition, focusing on disruptive companies in e-commerce, internet services, consumer brands, and digital media and gaming. He received his bachelor’s degree from Harvard College where he concentrated in Psychology.

Yang Xu is Senior Vice President of Global Finance and Treasury at The Kraft Heinz Company. She has more than 20 years of broad experience across the capital markets, finance, strategic planning, transactions and business operations in the U.S., Asia and Europe. Prior to The Kraft Heinz Company, she held roles with Whirlpool Corporation and General Electric Healthcare. She has a bachelor’s degree in Finance from Wuhan University, a master’s degree in management from the HEC School of Management and a master’s in business administration from the London Business School.

What does this mean?

First, we are glad to see that RC Ventures is, in fact, on pace to control the GameStop board. Surprisingly, though, without Kurt Wolf and instead a former venture capital partner from his Chewy days. 

With Cohen being placed as chairman of the board and Sherman to be re-elected, George Sherman will remain serving as CEO. There is also an apparent reversal in Jim Grube being asked to serve on the Strategic Planning and Capital Allocation Committeea team we speculated he wasn’t originally a part of , anticipating a CFO announcement instead. Could both Jim Grube as CFO and Ryan Cohen as CEO still happen? Of course. But it seems they both may already have found their roles, for now at least.

Source: GameStop News Release

While GameStop’s shares fell 33.79% today due to a disappointing but expected Q4 earnings release, the market largely ignored the greatest news of all: RC Ventures is on pace to control GameStop’s board.

In Item 9B. Other Information, the filing reveals that, as of yesterday, the Board has not determined the definitive slate of nominees but currently expects that the following incumbent directors will retire from the Board at the 2021 Annual Meeting: Lizabeth Dunn, Paul Evans, Raul J. Fernandez, Reginald Fils-Aimé, William Simon, James K. Symancyk, Carrie W. Teffner and Kathy P. Vrabeck.

The contemplated retirements are not because of a disagreement with us on any matter relating to our operations, policies or practices.

This indicates that the only remaining board members will be: George E. Sherman, Alan Attal, Ryan Cohen, Jim Grube, and Kurtis J. Wolf.

Alan Attal, Ryan Cohen, and Jim Grube, all of which are former Chewy execs, were the board members put forth in the agreement with RC Ventures.

Kurtis J. Wolf was placed on the board in June 2020 following his Restore Gamestop activism. In May 2020, Hestia Capital Partners LP, Permit Capital Enterprise Fund, L.P, his investment group, issued a detailed 80-page presentation titled “More Change Is Needed,” advocating for stockholder representation and a non-retail centric turnaround.

Kurtis J. Wolf was also recently placed on the Strategic Planning and Capital Allocation Committee, alongside Ryan Cohen and Alan Attal.

It’s safe to assume that Kurtis J. Wolf will be siding with RC on any votes within the board.

With Kathy P. Vrabeck retiring, the Executive Chairman role will be freed up as well. Gotta wonder who will fill that role.

So that leaves the legacy board with only George E. Sherman. Diana Saadeh-Jajeh is currently the interim CFO, but does not hold a seat on the board. It is likely we will see Diana Saadeh-Jajeh retire once a permanent Chief Financial Officer is found as well. You don’t have to look far for who we expect it to be. Diana Saadeh-Jajeh’s retirement will also free up the Chief Accounting Officer position.

With George Sherman remaining as the only legacy board member, the Chief Executive Officer will be outnumbered four to one.

Unless GameStop nominates replacement board members ahead of the 2021 Annual Meeting, we will see the thirteen-member board fall to just five, with RC at the helm

Source: GameStop Form 10-K

When New Jersey teacher Steven Titus sent emails to GameStop Corp. complaining about the slow shipping of an order, he received a late night call to apologize – from a director on the video game retailer’s board.

Ryan Cohen took it upon himself to speak with the New Jersey teacher.

“I just got your email, I’m so sorry this happened. Let me get to the bottom of this,” Ryan Cohen told Titus.

Ryan Cohen then asked GameStop’s new customer service chief Kelli Durkin, who spearheaded initiatives at Chewy that included written personal notes to customers, to look into the matter.

Titus was reimbursed for his purchase, even though he had not requested a refund and was only complaining about the tardiness of his order.

This phone call is stated to have occured in early March.

As previously speculated, it’s safe to say that some of Ryan’s first initiatives at GameStop will be to revamp the customer service experience, as proven by his recruiting of Kelli Durkin into the role of Senior Vice President of Customer Service at GameStop.

Source: Reuters

GameStop has announced that the board has formed a Strategic Planning and Capital Allocation Committee to identify initiatives that can further accelerate the Company’s transformation.

The Committee is comprised of Alan Attal, former Chief Operating Officer of Chewy, Ryan Cohen, former CEO of Chewy, and Kurt Wolf, chief investment officer of Hestia Capital Management, with Ryan Cohen serving as Chairperson of the committee

The statement goes on to claim credit for some of the recent hirings and forward thinking initiatives 

  • Appointing a Chief Technology Officer.
  • Hiring two executives to lead the Company’s customer care and e-commerce fulfillment functions, respectively.
  • Appointing Mr. Attal as Chair of the Board’s Nominating and Corporate Governance Committee and Mr. Wolf as Chair of the Board’s Compensation Committee.
  • Announcing a Chief Financial Officer succession plan and commencing a search for a new Chief Financial Officer with relevant technology and/or e-commerce experience.

In the final paragraph, the news release states that the Committee will continue to focus on identifying actions that can transform GameStop into a technology business and help create enduring value for stockholders.

The committee is responsible for evaluating areas that include GameStop’s current operational objectives, capital structure and allocation priorities, digital capabilities, organizational footprint, and personnel.

If the committee is responsible for evaluating digital capabilities, that essentially places Ryan Cohen as GameStop Chairperson of E-Commerce. 

Source: GameStop Corp. News Room


GameStop Corp. today announced that it has appointed Matt Francis to the newly-created role of Chief Technology Officer. Mr. Francis has a start date of February 15, 2021.

 Mr. Francis brings more than two decades of experience in e-commerce and consumer technology to GameStop. Most recently, he was an Engineering Leader at Amazon Web Services… At GameStop, Mr. Francis will be responsible for overseeing e-commerce and technology functions. 

Read more

 

The agreement provides for the immediate appointment of three new directors – Alan Attal, Ryan Cohen and Jim Grube

The three new directors collectively bring deep expertise in e-commerce, online marketing, finance and strategic planning to GameStop. These skillsets will support the Company’s continued focus on optimizing core operations and creating a powerful and exciting ecosystem for games and entertainment.

Read the entire GameStop News Release here

Ryan Cohen’s new corporate attorney, revealed in the Schedule 13D filed on December 21st, provides strategic guidance to hedge funds and other investors in matters concerning shareholder activism, proxy contests, mergers and acquisitions, corporate governance and other related matters.

Ryan P. Nebel has experience advising shareholder clients regarding Schedule 13D investments in public companies and activist strategies, including proxy contests, withhold campaigns, consent solicitations, settlement negotiations and hostile takeovers.

Sources:
Schedule 13D 36467W109
Ryan P. Nebel on olshanlaw.com

Activist investor Ryan Cohen, founder of e-commerce giant Chewy, reported in a Schedule 13D filing that he’s increased his position to a 12.9% stake (9,001,000 shares) in GameStop Corp.

Over 9,000,000 shares. We see what you did there Cohen.

The shares cost RC Ventures $75,899,399, excluding brokerage commissions, according to the filing. RC Ventures purchased shares as low as $13.80, and as high as $16.02.

Source

If GameStop takes practical steps to cut its excessive real estate costs and hire the right talent, it will have the resources to begin building a powerful e-commerce platform that provides competitive pricing, broad gaming selection, fast shipping and a truly high-touch experience that excites and delights customers. This is the type of world-class infrastructure that was constructed at Chewy, which is worth multiples of GameStop’s current market capitalization.

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