GameStop Corp.
For the period ended Feb 1, 2025. Filed Mar 25, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 25, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 9B. Other Information
Security Trading Plans of Directors and Executive Officers
None of the Company's directors or executive officers adopted orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended February 3, 2024, as such terms are defined under Item 408(a) or Regulation S-K.
Board Update
On March 18, 2025, the Nominating and Corporate Governance Committee of the Board determined to not nominate Ms. Yang Xu for re-election at the Company’s upcoming 2025 Annual Meeting of Stockholders in order to permit Ms. Xu to focus on her other business ventures. Such determination was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Ms. Xu for her dedicated service on the Board since 2021.
Performance Awards
On September 5, 2024, the Compensation Committee of the Board approved performance awards pursuant to the GameStop Corp. 2022 Incentive Plan for Mark Robinson, our General Counsel and Secretary, and Daniel Moore, our Principal Financial and Accounting Officer, for fiscal years 2024 and 2025. Such performance awards (i) will consist of restricted shares, (ii) have intended grant values equal to $500,000 for each fiscal year, (iii) are subject to vesting based on the achievement of $50 million in operating profit (excluding royalties) for the Company’s United States geographic segment for each such fiscal year and each officer’s continued employment, and (iv) will be granted, to the extent such performance criteria is satisfied for the applicable fiscal year, on April 1 of the following year, and will vest in equal quarterly parts on the grant date and the following July 1, October 1 and January 1. The performance criteria was not achieved for fiscal year 2024.
Update to Pledging Policy
On March 18, 2025, the Company updated its pledging policy. Pursuant to the updated policy, executive officers and directors of the Company are permitted to pledge their Company securities (exclusive of options, warrants, restricted stock units or other rights to purchase Company securities) as collateral for a loan or an investment, provided that the maximum aggregate loan or investment amount collateralized by such pledged securities does not exceed fifty percent (50%) of the total value of the pledged securities (as measured at the time of the initial loan or investment). In order to safeguard the integrity and effectiveness of the Company’s pledging policy, such pledging is subject to certain limitations, including requiring that such permitted pledges are treated as “transactions” under the Company’s Insider Trading Policy, that the pledgor adhere to certain ongoing reporting obligations and that the Audit Committee of the Board evaluate risks posed by pledge arrangements on an annual or as-needed basis.
Update on Certain Benefits and Perquisites
In accordance with the independently-assessed executive security program established by our Board, the Company provides Mr. Cohen with executive security services. The aggregate incremental costs to the Company of providing these services was $268,553 for the fiscal year ended February 1, 2025. We believe these arrangements and costs are reasonable, appropriate, necessary and in the best interests of the Company and its stockholders, as they enable Mr. Cohen to carry out his responsibilities and, therefore, mitigate risks to our business. While we do not consider these security services to be a personal benefit for or compensation paid to Mr. Cohen because they arise from, and are necessary for the carrying out of, his employment responsibilities, this amount will be set forth in the definitive proxy statement relating to our 2025 Annual Meeting of Stockholders which is to be filed with the SEC pursuant to Regulation 14A under the Exchange Act in the “All Other Compensation” column of the Summary Compensation Table to be included therein.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.