Sector: Consumer Discretionary
GAMESTOP CORP CLASS A · Meeting: July 7, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Cohen has served as director since 2021 and CEO since September 2023; GME's 3-year price return is -4.3% (negative absolute TSR), which would require at least 20pp underperformance versus the named peer group (Dow Jones Specialty Retailers Index) to trigger a No vote — insufficient data to confirm that threshold is breached, and the 5-year TSR mitigant and the fact that the worst underperformance predates his CEO tenure provide additional context; no overboarding, attendance, or independence concerns apply.
Attal has served since 2021 with no overboarding (zero other public company boards), meets all independence and committee membership requirements, and attended at least 75% of meetings; GME's 3-year absolute TSR is negative (-4.3%), which requires ≥20pp underperformance vs. the proxy-disclosed peer group (Dow Jones Specialty Retailers Index) to trigger a No vote, and the proxy's own pay-versus-performance data shows Company TSR has tracked relatively closely with peer group TSR in recent years, making the trigger threshold unclear without the precise peer median figure.
Cheng has served since 2021 with one other public company board seat (Grove Collaborative Holdings), well within the four-seat overboarding limit; he is independent, serves appropriately on audit and compensation committees, and the same TSR analysis as above applies — the negative absolute 3-year TSR triggers a 20pp peer underperformance threshold that cannot be confirmed as exceeded based on available data.
Grube has served since 2021 with no other public company board seats, is independent, chairs the Audit Committee with confirmed financial expertise (former CFO background), attended at least 75% of meetings, and the same TSR trigger analysis applies as for other directors with 2021 tenure.
Turner joined the board in 2024, which is within the 24-month new-director exemption period, making him fully exempt from the TSR underperformance trigger; the proxy discloses he is non-independent due to GameStop's commercial relationship with Collectors Holdings (where he is CEO), but he does not serve on the audit or compensation committees, so no independence-on-committee concern arises.
All five nominees receive a FOR determination. No director is overboarded, all attended at least 75% of meetings, and committee independence requirements are satisfied. GME's 3-year absolute price return is -4.3% (negative), which sets the peer underperformance trigger at ≥20pp below the proxy-disclosed Dow Jones Specialty Retailers Index peer group median; the proxy's own pay-versus-performance disclosure indicates Company TSR has broadly tracked peer group TSR in recent years, and the precise peer median is not provided in sufficient detail to confirm the trigger fires. Nat Turner is exempt as a director appointed within the last 24 months.
CEO
Ryan Cohen
Total Comp
$1,760,467
Prior Support
97.0%%
CEO Ryan Cohen's total reported compensation of $1,760,467 consists entirely of the incremental cost of an executive protection program — he receives no salary, no cash bonus, and no equity awards — making his pay extremely lean relative to any benchmark for a CEO of a ~$10 billion market cap consumer discretionary company. The non-CEO named executives (Moore and Robinson) have target total compensation of approximately $1,950,000 each, which is modest for their roles at this company size and heavily weighted toward performance-linked equity. Prior-year say-on-pay support was 97%, reflecting broad shareholder endorsement of the program structure, and no material changes have been made that would reduce that support.
Auditor
KPMG LLP
Tenure
1 yrs
Audit Fees
$1,949,000
Non-Audit Fees
$659,681
KPMG was newly appointed for fiscal year 2025 (replacing Deloitte after a competitive process completed December 2024), so tenure is approximately one year — far below the 25-year concern threshold. Non-audit fees (tax fees of $545,681 plus other fees of $49,000 plus audit-related fees of $65,000) total approximately $659,681 against audit fees of $1,949,000, a ratio of roughly 34%, which is well below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm fully appropriate for a company of GME's size and complexity.
The 2026 GameStop annual meeting ballot centers on five director elections (all receiving FOR determinations under applicable policy screens), a newly appointed Big 4 auditor with a clean fee ratio, and a say-on-pay vote on a highly lean executive compensation program where the CEO takes no salary, bonus, or time-vested equity. Two significant proposals — the CEO's 171-million-option performance award and a related authorized share increase — fall outside the current policy's coverage of equity plan approvals and are flagged in other_proposals for separate shareholder consideration.
