GameStop Possesses the Right Team Advancing an Innovative Business Plan
The Dissident Stockholders Rejected Another Reasonable Settlement Offer and Persist in Pushing Poorly Qualified Nominees
Dear GameStop Stockholders,
We have made multiple attempts this year to avoid a costly proxy battle with the Dissident Stockholders. Last Friday, your Board once again attempted to resolve the proxy battle, offering a generous settlement proposal to the Dissident Stockholders, as outlined in greater detail below. Our thoughtful offer was summarily rejected, even though our offer would have provided the Dissident Stockholders with a “stockholder representative,” which has been the central theme of their campaign. The Dissident Stockholders’ refusal to engage with your Board to avoid a proxy fight suggests they are only motivated by their own self-serving agenda.
Your Board urges you to protect and support GameStop’s progress by using the BLUE proxy card to vote “FOR ALL” of GameStop’s 10 director nominees and discarding any White proxy card you may receive from the Dissident Stockholders.
The Right Team is Driving Results for GameStop’s Stockholders
GameStop’s recent and comprehensive refreshment of its Board and management team is already driving the Company’s upward trajectory.i
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/d470c6cb-6c86-48f0-928b-248f2ccb958c
Together, GameStop’s refreshed Board and management team have paired our longer-tenured directors’ institutional knowledge with our new directors’ and executives’ fresh perspectives to create, implement and execute a carefully considered strategic plan that is delivering quantifiable results. The market’s judgment of this refreshed Board and management team and its innovative plan is clear: since we announced “GameStop Reboot,” our Total Shareholder Return (TSR) has outperformed both our proxy peer group and the Russell 2000 index.
Implementing GameStop Reboot has further strengthened the Company; initial execution of the plan has established a prudent capital allocation strategy, reinforced the Company’s balance sheet, optimized operations by improving inventory, reduced debt, and generated increased financial flexibility. Due to the refreshed Board and management’s prudent foresight,
|In contrast, the Dissident Stockholders’ director nominees simply do not possess the requisite skillsets or substantial relevant experience to operate a global public company like
Kurtis Wolfand Paul Evanspossess extremely limited public company experience and no large multi-national company experience
- Messrs. Wolf and Evans possess no retail experience, video game experience, or omni-channel experience
- Careers in treasury or portfolio management do not add value to a Board that already has directors with strong financial and operational experience, in addition to the retail, video game, omni-channel, and public company management and board experience that Messrs. Wolf and Evans lack
Despite the clear disparity in qualifications between the Dissident Stockholders’ nominees and the directors nominated by your Board, we have made significant efforts to reach a reasonable resolution and save stockholders the distraction and cost of an unnecessary proxy fight. As recently as last Friday, we made another settlement offer to the Dissident Stockholders, offering to appoint either
Stockholders should question the Dissident Stockholders’ ultimate motivations. The combination of their self-serving, misguided and reckless capital allocation demands as well as their refusal to consider reasonable settlement offers demonstrate that they do not understand GameStop’s business and operations, and that they do not prioritize the interests of all stockholders above their own. Your Board, in contrast, is driven by our commitment to represent the interests of ALL stockholders. Your Board has provided direct oversight of GameStop Reboot, improving the Company’s performance for the benefit of all stockholders, and refreshed both your Board and management team pursuant to direct stockholder feedback, in order to implement an effective and progressive business transformation plan.
GameStop’s thoroughly refreshed and highly qualified Board sincerely believes that the continued execution of GameStop Reboot by the Company’s new management team under the experienced Board’s guidance will build upon the progressive change that it is already delivering, and transform the Company to drive substantial, long-term value for ALL stockholders.
The Choice is Clear- Please VOTE on the BLUE Proxy Card
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR ALL” OF YOUR BOARD’S 10 NOMINEES USING THE ENCLOSED BLUE PROXY CARD.
Vote your shares FOR ALL of the 10 director nominees proposed by your Board, via the Internet or telephone or by mail by promptly marking, signing and dating the enclosed BLUE proxy card and returning it in the enclosed postage-paid envelope.
Please discard and do not vote any White proxy card sent to you by the Dissident Stockholders. If you have already voted using a White proxy card sent to you by the Dissident Stockholders, you can revoke it by voting the BLUE proxy card as described above via Internet, telephone or by mail.
No matter how many shares you own, your vote is extremely important. Please act today and make your voice heard regarding the future of the Company by supporting your Board and management team.
We believe that GameStop’s highly qualified and experienced Board of Directors is best-positioned to oversee the continued successful execution of GameStop’s Reboot plan and deliver substantial value to ALL of our stockholders. On behalf of the Board of Directors and our management team, thank you for your continued support and your investment in
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon management’s current beliefs, views, estimates and expectations, including as to the Company’s industry, business strategy, goals and expectations concerning its market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information, including expectations as to future operating profit improvement. Such statements include without limitation those about the Company’s expectations for fiscal 2020, future financial and operating results, projections, expectations and other statements that are not historical facts. All statements regarding targeted and expected benefits of our transformation, the GameStop Reboot plan, capital allocation, profit improvement and cost-savings initiatives, and expected fiscal 2020 results, are forward-looking statements. Forward-looking statements are subject to significant risks and uncertainties and actual developments, business decisions and results may differ materially from those reflected or described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those reflected or described in the forward-looking statements: the uncertain impact, effects and results of pursuit of operating, strategic, financial and structural initiatives, including the GameStop Reboot strategic plan; volatility in capital and credit markets, including changes that reduce availability, and increase costs, of capital and credit; the impact of the COVID-19 outbreak on capital markets and our business; our inability to obtain sufficient quantities of product to meet consumer demand, including due to supply chain disruptions on account of trade restrictions, political instability, COVID-19, labor disturbances and product recalls; the timing of release and consumer demand for new and pre-owned products; our ability to continue to expand, and successfully open and operate new stores for our collectibles business; risks associated with achievement of anticipated financial and operating results from acquisitions; our ability to sustain and grow our console digital video game sales; our ability to establish and profitably maintain the appropriate mix of digital and physical presence in the markets we serve; our ability to assess and implement technologies in support of our omnichannel capabilities; the impact of goodwill and intangible asset impairments; cost reduction initiatives, including store closing costs; risks related to changes in, and our continued retention of, executives and other key personnel and our ability to attract and retain qualified employees in all areas of the organization; changes in consumer preferences and economic conditions; increased operating costs, including wages; disruptions to our information technology systems including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks; risks associated with international operations; increased competition and changing technology in the video game industry; changes in domestic or foreign laws and regulations that reduce consumer demand for, or increase prices of, our products or otherwise adversely affect our business; our effective tax rate and the factors affecting our effective tax rate, including changes in international, federal or state tax, trade and other laws and regulations; the costs and outcomes of legal proceedings and tax audits; our use of proceeds from the sale of our Spring Mobile business; and unexpected changes in the assumptions underlying our outlook for fiscal 2020. Additional factors that could cause our results to differ materially from those reflected or described in the forward-looking statements can be found in
Participants in the Solicitation
The directors, executive officers and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from stockholders in connection with the matters to be considered at the Annual Meeting. Information regarding the persons who may, under the rules of the
|If you have questions about how to vote your shares or need additional copies of the
proxy materials, please call the firm assisting us with the solicitation of proxies:
INNISFREE M&A INCORPORATED
Stockholders may call:
1(877) 750-9501 (toll-free from the
+1(412) 232-3651 (from other countries)
IMPORTANT NOTE: Please simply discard any White proxy cards sent to you by the
Dissident Stockholders. If you have already voted using a White proxy card, you can
change your vote by using the enclosed BLUE proxy card to vote by telephone, Internet
or by mail.
Only your latest-dated vote will count.
Source: GameStop Corporation