GameStop is clearing the decks for new action to acquire eBay by announcing Ryan Cohen, GameStop chairman and CEO, had asked for and and won a proxy statement amendment from the its board of directors that removes a proposed chief executive performance award that had raised objections to the initial bid.
In a filing with the United States Securities and Exchange Commission, GameStop noted some parties had objected to the performance award as potentially disproportionately rewarding Cohen if the acquisition took place. GameStop noted that, when its board approved the CEO performance award in January 2026, the company had not yet decided to pursue the eBay acquisition. EBay dismissed a May GameStop acquisition proposal as “neither credible nor attractive.”
According to GameStop, Cohen wants company leadership fully focused on operating performance and the proposed eBay acquisition.
As it addressed objections to the award in the SEC filing, GameStop maintained:
Certain media reports and public commentary suggested that Mr. Cohen can earn a significant portion of the CEO performance award approved by the board subject to stockholder approval merely by completing an acquisition of eBay Inc. However, the terms of the CEO performance award required the compensation committee of the company to equitably adjust the Market Capitalization Hurdles and Cumulative Performance EBITDA Hurdles set forth in the CEO performance award if the company acquires eBay using its stock.
GameStop asserted the compensation committee would adjust the performance hurdles equitably and proportionately to preserve the economic opportunity provided under the award: adjusting higher to account for acquisition activity with stock provided as consideration; and adjusting lower to account for a split-up, spin-off, dividend or other distribution or divestiture activity. As such, GameStop insisted, acquisition activity, by merger or otherwise, where company stock would be a consideration could not, by itself, result in meeting the performance hurdles under the now withdrawn CEO performance award.
