The full text of the letter from the Company follows:
Dear GameStop Stockholders,
You will face a decision that poses significant implications for the future of our Company at our 2020 Annual Meeting of Stockholders scheduled for
Over the last two years, we have comprehensively refreshed our Board to oversee our business transformation strategy – GameStop Reboot. Our refreshed Board benefits from the fresh perspectives of our newest directors and the institutional memory of our longest-serving directors, all of which is critical to our successful execution of this transformation plan. The Dissident Stockholders’ proposal to install two unqualified nominees that lack industry-related acumen and expertise would add nothing to our Board and would only jeopardize the Board’s ability to continue to execute on its business transformation plan and its ability to create long-term value for stockholders.
The Dissident Stockholders have put forth a number of rationales for running their wasteful campaign, but their actions make it clear they are only motivated by self-interest. The Dissident Stockholders claim they want a stockholder representative, but Hestia Capital’s founder,
GameStop’s Board urges you to protect your investment by discarding any White proxy card you may receive from the Dissident Stockholders and use the BLUE proxy card to vote “FOR ALL” of GameStop’s 10 superior director nominees.
The Dissident Stockholders’ Nominees Add No Value to Our Board
In contrast to GameStop’s directors, who possess strong financial, operational, retail, video game, and omni-channel experience, among other relevant skills, the Dissident Stockholders have nominated two candidates who do not possess the qualifications necessary to complement GameStop’s Board or execute the Company’s ongoing transformation plan.
- Messrs. Wolf and Evans’ lack of retail and video game experience disqualifies them from serving on GameStop’s Board, as they would be ill-prepared to advise on the strategic and operational issues facing specialty retail companies in this turbulent market environment
- Messrs. Wolf and Evans’ lack of omni-channel and business transformation expertise would hinder the Board’s ability to continue executing GameStop Reboot, and the Company’s increased focus on expanded customer engagement
Mr. Wolfhas never held a public company C-Suite position, and Mr. Evans’ public company experience is extremely limited
Mr. Wolfhas consistently demonstrated his complete disregard for maximizing value for anyone but himself
Mr. Wolfhas summarily rejected any settlement offer to avoid a costly and distracting proxy fight that does not include a Board seat for himself
Mr. Wolfproposed a reckless share buyback strategy last year that would have directly resulted in catastrophic stockholder value destruction and jeopardized our ability to navigate the current pandemic
While GameStop’s Board appreciates and values stockholder feedback, stock ownership by itself does not qualify an individual for Board membership. Our Board reviews all director candidates on equal ground, evaluating whether they possess the industry-specific skillsets and diverse perspectives to enhance our Board’s stewardship of the Company and its turnaround. Messrs. Wolf and Evans completely lack these qualifications.
GameStop’s Refreshed, Independent Board Is Delivering Results
As fiduciaries, the Board is firmly committed to regular refreshment, extensive stockholder engagement, and representation of a diversity of perspectives and experiences within the boardroom. The Board perceives each as a valuable tool it must employ to generate greater value for all of GameStop’s stockholders. Our newly refreshed Board was formed based on these guidelines and is well-positioned to lead
This team of directors has significant retail, gaming, turnaround, digital and omni-channel expertise (as outlined in greater detail below), and includes:
- 9 out of 10 independent directors, following the 2020 Annual Meeting
- 7 out of 10 directors who possess Board tenures of 2 years or less, following the 2020 Annual Meeting
- 6 new independent directors that have been appointed within the last two years, including 2 directors appointed pursuant to a cooperation agreement with the Dissident Stockholders in 2019
At the 2020 Annual Meeting, the Dissident Stockholders are directly targeting two of your directors,
Mr. Davis, Executive Vice President and Chief Revenue Officer at the Metropolitan Washington Airports Authority, brings to the Board more than 35 years of experience in Fortune 500 growth-oriented companies, as well as public company board experience and extensive expertise in executive leadership, strategy, sales and business development, marketing, information technology, business operations, international, commercial real estate development, consumer/retail consulting, investor relations, corporate governance, finance and enterprise risks. The Board significantly benefits from Mr. Davis’s valuable insights on finance, governance, human resources, and compensation.
Mr. Kelly, former Chief Operating Officer at Nextel Corporation, brings to the Board extensive public company board experience, as well as more than 25 years of leadership in the communications and wireless industries. His deep base of global communications-specific knowledge adds significant value to our strategic initiatives.
Importantly, GameStop’s stockholders have directly shared with us that they would value having Messrs. Davis and Kelly oversee the smooth transition to our Board of our newest directors, seven out of ten of whom possess tenures of two years or less. Respecting this stockholder feedback, Messrs. Davis and Kelly decided to schedule their retirements to follow the 2021 Annual Stockholder Meeting to ensure the proper transfer of their committee chair responsibilities and institutional knowledge to the new directors.
Together, GameStop’s refreshed team of directors possesses the strong financial, operational, retail, video game, and omni-channel experience, among other relevant skills, needed for the Board to deliver significant, quantifiable results to all stockholders as it works to improve the financial performance of the business and execute a series of transformational initiatives to create long-term value for all stockholders. Notably, the Board’s efforts to build a frictionless digital ecosystem (one of the tenets of GameStop Reboot) have already resulted in an impressive year-over-year improvement in e-commerce sales. In addition, the Company exited FY 2019 with approximately
Your Board is successfully executing an innovative plan and delivering concrete results to all stockholders. The Dissident Stockholders’ nominees simply lack the skills, experience and qualifications to join your highly qualified and experienced team of directors in guiding
The Choice is Clear- Please VOTE on the BLUE Proxy Card
THE 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 do not return or otherwise vote any White proxy card sent to you by the Dissident Stockholders.
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
Only your latest-dated vote will count.
GameStop Recommends Stockholders
Vote on the BLUE Proxy Card, via the internet or telephone or by mail by promptly Signing and Dating the enclosed BLUE Proxy Card and Returning it in the enclosed postage-paid envelope
Source: GameStop Corporation