UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No.1)
For the fiscal year ended February 3 , 2024
OR
Commission File No. 1-32637
(Exact name of registrant as specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (817 ) 424-2000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 762(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of July 28, 2023 was approximately $5.9 billion, based upon the closing market price of $21.93 per share of Class A Common Stock on the New York Stock Exchange. (For purposes of this calculation all of the registrant's directors and officers are deemed affiliates of the registrant.)
Number of shares of $.001 par value Class A Common Stock outstanding as of March 20, 2024: 305,873,200
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement of the registrant to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, for the 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends the Annual Report on Form 10-K for the fiscal year ended February 3, 2024 (the “2023 Annual Report”) of GameStop Corp. (“GameStop,” the “Company,” “we,” “us” or “our”) filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2024.
This Amendment No. 1 is being filed solely to correct the inadvertent omission of certain information in Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, due to an editorial error. In addition, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are including with this Amendment No. 1 new certifications under Section 302 of the Sarbanes-Oxley Act of 2002 (“SOX”) as Exhibits 31.1 and 31.2. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including new certifications under Section 906 of SOX as no financial statements are being filed with this Amendment No. 1.
Except as described above, no other amendments are being made to the 2023 Annual Report. This Amendment No. 1 does not reflect events occurring after the March 26, 2024 filing of the 2023 Annual Report or modify or update the disclosure contained in the 2023 Annual Report in any way other than as required to reflect the amendments discussed above and reflected below. Accordingly, this Amendment No. 1 should be read in conjunction with the 2023 Annual Report and our other filings with the SEC.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our Class A Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “GME”. As of March 20, 2024, there were 305,873,200 shares of our Class A Common Stock outstanding. Of those outstanding shares, approximately 230.6 million were held by Cede & Co on behalf of the Depository Trust & Clearing Corporation (or approximately 75% of our outstanding shares) and approximately 75.3 million shares of our Class A Common Stock were held by registered holders with our transfer agent (or approximately 25% of our outstanding shares). As of March 20, 2024, there were 194,270 record holders of our Class A Common Stock.
On June 3, 2019, our Board of Directors elected to eliminate our quarterly dividend in an effort to strengthen our balance sheet and provide increased financial flexibility. During the past four fiscal years, we have not declared, and do not anticipate declaring in the near term, dividends on shares of our Class A Common Stock. We currently use, and will continue to use, all available funds and any future earnings for working capital and general corporate purposes, maintaining a strong balance sheet, potential strategic initiatives and capital expenditures. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon results of operations, financial condition, contractual restrictions, including those under the agreements governing our existing indebtedness, and other factors our Board of Directors deems relevant.
Stock Comparative Performance Graph
The following graph compares the cumulative total stockholder return on our Class A Common Stock for the period commencing February 1, 2019 through February 2, 2024 (the last trading date of fiscal 2023) with the cumulative total return on the Standard & Poor’s 500 Stock Index (the “S&P 500”) and the Dow Jones Retailers, Other Specialty Industry Group Index (the “Dow Jones Specialty Retailers Index”) over the same period. Total return values were calculated based on cumulative total return assuming (i) the investment of $100 in our Class A Common Stock, the S&P 500 and the Dow Jones Specialty Retailers Index on February 1, 2019 and (ii) reinvestment of dividends.
The following stock performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor should such information be incorporated by reference into any future filings under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing.
| 2/1/2019 | 1/31/2020 | 1/29/2021 | 1/28/2022 | 1/27/2023 | 2/2/2024 | ||||||||||||||||||||||||||||||
| GME | $ | 100.00 | $ | 25.63 | $ | 2,169.54 | $ | 653.60 | $ | 609.34 | $ | 393.32 | |||||||||||||||||||||||
| S&P 500 Index | $ | 100.00 | $ | 124.48 | $ | 145.93 | $ | 176.56 | $ | 164.83 | $ | 204.08 | |||||||||||||||||||||||
| Dow Jones Specialty Retailers Index | $ | 100.00 | $ | 110.92 | $ | 156.31 | $ | 149.90 | $ | 149.53 | $ | 178.51 | |||||||||||||||||||||||
As noted above under the heading "Risk Factors — Risk Related to Our Common Stock", the market price of our Class A Common Stock has been extremely volatile due to circumstances outside of our control, including a short squeeze that led to volatile price movements that were unrelated or disproportionate to our operating performance.
Issuer Purchases of Equity Securities
Our purchases of our equity securities during the fourth quarter of fiscal 2023 were as follows:
| Fiscal Period | Total Number of Shares Purchased (1) | Weighted-Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) | ||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| October 29, 2023 through November 25, 2023 | 204 | $ | 13.03 | — | $ | 101.3 | ||||||||||||||||||||
| November 26, 2023 through December 30, 2023 | 19 | $ | 15.30 | — | $ | 101.3 | ||||||||||||||||||||
| December 31, 2023 through February 3, 2024 | 45,575 | $ | 17.53 | — | $ | 101.3 | ||||||||||||||||||||
| Total | 45,798 | $ | 17.51 | — | $ | 101.3 | ||||||||||||||||||||
(1) Under both our GameStop Corp. 2019 Incentive Plan and our GameStop Corp. 2022 Incentive Plan, approved by our Board of Directors and our stockholders, we withheld 45,798 shares of Class A Common Stock from certain employees to satisfy minimum tax withholding obligations relating to the vesting of their restricted stock units.
(2) On March 4, 2019, our Board of Directors approved a share repurchase authorization allowing us to repurchase up to $300.0 million of our Class A Common Stock. The authorization has no expiration date. We did not repurchase shares during fiscal 2023 or fiscal 2022. As of February 3, 2024, we have $101.3 million remaining under the repurchase authorization. Refer to Item 7. Management's Discussion and Analysis - "Share Repurchases" for additional information.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(a)The following documents are filed as a part of this Form 10-K
(1)See Index to Consolidated Financial Statements in Part II, Item 8 of the 2023 Annual Report.
(2) Financial Statement Schedules required to be filed by Item 8 of this Form 10-K: See Part IV, Item 15(a)(2) of the 2023 Annual Report.
(b) Exhibits
EXHIBIT INDEX
| Exhibit Number | Description | Previously Filed as an Exhibit to and Incorporated by Reference From | Date Filed | |||||||||||||||||
| 3.1 | Quarterly Report on Form 10-Q for the fiscal quarter ended August 3, 2013 | September 11, 2013 | ||||||||||||||||||
| 3.2 | Current Report on Form 8-K | June 3, 2022 | ||||||||||||||||||
| 3.3 | Current Report on Form 8-K | March 6, 2017 | ||||||||||||||||||
| 4.1 | Annual Report on Form 10-K for the fiscal year ended February 1, 2020 | March 27, 2020 | ||||||||||||||||||
| 10.1 | Current Report on Form 8-K | December 8, 2020 | ||||||||||||||||||
| 10.2 | Current Report on Form 8-K | November 4, 2021 | ||||||||||||||||||
| 10.3 | Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 2023 | September 6, 2023 | ||||||||||||||||||
| 10.4* | Current Report on Form 8-K | June 3, 2022 | ||||||||||||||||||
| 10.5*† | Annual Report on Form 10-K for the fiscal year ended January 28, 2023 | March 28, 2023 | ||||||||||||||||||
| 10.6* | Annual Report on Form 10-K for the fiscal year ended January 28, 2023 | March 28, 2023 | ||||||||||||||||||
| 10.7* | Definitive Proxy Statement for 2019 Annual Meeting of Stockholders | May 14, 2019 | ||||||||||||||||||
| 10.8* | Annual Report on Form 10-K for the fiscal year ended January 29, 2022 | March 17, 2022 | ||||||||||||||||||
| Exhibit Number | Description | Previously Filed as an Exhibit to and Incorporated by Reference From | Date Filed | |||||||||||||||||
| 10.9* | Current Report on Form 8-K | May 16, 2022 | ||||||||||||||||||
| 10.10* | Current Report on Form 8-K | June 7, 2023 | ||||||||||||||||||
| 21.1 | Current Report on Form 10-K | March 26, 2024 | ||||||||||||||||||
| 23.1 | Current Report on Form 10-K | March 26, 2024 | ||||||||||||||||||
| 31.1 | Filed herewith. | |||||||||||||||||||
| 31.2 | Filed herewith. | |||||||||||||||||||
| 32.1 | Current Report on Form 10-K | March 26, 2024 | ||||||||||||||||||
| 32.2 | Current Report on Form 10-K | March 26, 2024 | ||||||||||||||||||
| 97.1 | Current Report on Form 10-K | March 26, 2024 | ||||||||||||||||||
| 101.INS | XBRL Instance Document.- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document | Current Report on Form 10-K | March 26, 2024 | |||||||||||||||||
| 101.SCH | inline XBRL Taxonomy Extension Schema | Current Report on Form 10-K | March 26, 2024 | |||||||||||||||||
| 101.CAL | inline XBRL Taxonomy Extension Calculation Linkbase | Current Report on Form 10-K | March 26, 2024 | |||||||||||||||||
| 101.DEF | inline XBRL Taxonomy Extension Definition Linkbase | Current Report on Form 10-K | March 26, 2024 | |||||||||||||||||
| 101.LAB | inline XBRL Taxonomy Extension Label Linkbase | Current Report on Form 10-K | March 26, 2024 | |||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | Submitted electronically herewith. | ||||||||||||||||||
___________________
* This exhibit is a management or compensatory contract.
† Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| GAMESTOP CORP. | ||||||||
| By: | /s/ DANIEL MOORE | |||||||
| Daniel Moore | ||||||||
| Principal Financial and Accounting Officer | ||||||||
Date: March 27, 2024
Exhibit 31.1
CERTIFICATION PURSUANT TO
17 CFR 240.13a-14(a)/15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ryan Cohen, certify that:
| 1 | I have reviewed this Annual Report on Form 10-K of GameStop Corp. as amended by Amendment No. 1 on Form 10-K/A (together, the “Report”); and | ||||
| 2 | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report. | ||||
| By: | /s/ Ryan Cohen | |||||||
| Ryan Cohen | ||||||||
| President, Chief Executive Officer and Chairman | ||||||||
| (Principal Executive Officer) | ||||||||
| GameStop Corp. | ||||||||
Date: March 27, 2024
Exhibit 31.2
CERTIFICATION PURSUANT TO
17 CFR 240.13a-14(a) /15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Daniel Moore, certify that:
| 1 | I have reviewed this Annual Report on Form 10-K of GameStop Corp. as amended by Amendment No. 1 on Form 10-K/A (together, the “Report”); and | ||||
| 2 | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report. | ||||
| By: | /s/ Daniel Moore | |||||||
| Daniel Moore | ||||||||
| Principal Financial and Accounting Officer | ||||||||
| (Principal Financial Officer) | ||||||||
| GameStop Corp. | ||||||||
Date: March 27, 2024