PRE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☒		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to (§)240.14a-12

GameStop Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

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☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Preliminary Proxy Statement

Subject to completion, dated May 11, 2026

LOGO

2026 Proxy Statement

Notice of 2026 Annual Meeting of Stockholders

to Be Held on , 2026

LOGO

Letter to Stockholders

Dear Fellow Owners,

At GameStop, we view our stockholders as partners in the business. Over the last few years, our management team has focused on the basics: cutting waste, fortifying the balance sheet, and returning the Company to profitability.

Our Chief Executive Officer, Ryan Cohen, does not draw a salary, take a cash bonus, or receive time-vested stock. His financial interests are tied entirely to the value of the GameStop shares he already owns. The Board is proposing a 100% performance-based option award. The structure is straightforward: Ryan receives nothing unless GameStop’s market capitalization more than doubles to a sustained $20 billion, while the business simultaneously generates billions in actual, cumulative earnings. If he does not clear those hurdles, the award is worthless. If he does, every stockholder benefits alongside him.

We are also asking for your approval to increase our authorized share count. We view our equity as precious and do not intend to issue new shares lightly. A reserve of authorized shares ensures GameStop can act decisively when the right opportunity arises.

Sincerely,

The Board of Directors

LOGO

Notice of Annual Meeting of Stockholders

Dear Stockholder:

We invite you to attend our 2026 Annual Meeting of Stockholders (“annual meeting”) on , 2026 at 10:00 a.m., Central Daylight Time (“CDT”), at meetnow.global/MPZGKGZ, which will be held in virtual-only format. You will not be able to attend the annual meeting in person.

Our balance sheet, operational improvements, and expanded capabilities position us to pursue opportunities that create meaningful long-term value for stockholders. The proposals before you, including the Authorized Shares Amendment (as defined below) and CEO Performance Award (as defined below), are designed to ensure that we can act decisively when those opportunities arise.

At the annual meeting, you will be asked to:

(1)

Elect five directors, each to serve as a member of the Board of Directors until the next annual meeting of stockholders and until such director’s successor is elected and qualified;

(2)

Provide an advisory, non-binding vote on the compensation of our named executive officers;

(3)

Ratify our Audit Committee’s appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending January 30, 2027;

(4)

Approve the grant of a performance-based nonqualified stock option award to our Chief Executive Officer, Ryan Cohen (the “CEO Performance Award”);

(5)

Approve an Amendment No. 2 (the “Authorized Shares Amendment”) to our Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our Class A Common Stock (the “common stock”) to 2,500,000,000; and

(6)

Transact such other business, if any, as may properly come before the annual meeting and at any postponement or adjournment of the annual meeting.

Only stockholders of record and beneficial owners holding our shares as of the close of business on , 2026 (the “record date”) are entitled to vote at the annual meeting and any postponement or adjournment thereof. Please see pages 1 – 5 for additional information regarding attendance at the meeting and how to vote your shares. This Proxy Statement provides information that you should consider when you vote your shares.

Your vote is important. Even if you plan to attend the annual meeting virtually, we request that you vote your shares as soon as possible by following the voting instructions contained in this Proxy Statement. We have designed the format of the annual meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure stockholder access and participation.

On or about , 2026, we mailed to our stockholders a copy of this Proxy Statement, the proxy card and our Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

By order of the Board of Directors.

Sincerely,

LOGO

Mark H. Robinson

General Counsel and Secretary

, 2026

This Proxy Statement, form of proxy and 2025 Annual Report are

available at http://investor.gamestop.com.

Except as otherwise stated, information on our website is not a part of this Proxy Statement.

Certain statements in this Proxy Statement contain or may suggest forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, forward-looking statements can be identified by the use of terms such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “pro forma,” “seeks,” “should,” “will” or similar expressions. These statements are only predictions based on current expectations and assumptions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements included in this Proxy Statement are based upon information available to us as of the filing date of this Proxy Statement, and we undertake no obligation to update or revise any of these forward-looking statements for any reason, whether as a result of new information, future events or otherwise after the date of this Proxy Statement, except as required by law. You should not place undue reliance on these forward-looking statements. The forward-looking statements involve a number of risks and uncertainties. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. A number of factors could cause our actual results, performance, achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of our Annual Report on Form 10-K filed with the SEC on March 24, 2026, under the heading “Risk Factors,” which are incorporated herein by reference. You should carefully consider the risks and uncertainties described in this Proxy Statement and our Annual Report filed on Form 10-K.

TABLE OF CONTENTS



PROXY STATEMENT SUMMARY			1

Information About the Annual Meeting and Voting			1
PROPOSAL 1: ELECTION OF DIRECTORS			7

Director Nomination Process			7

The Director Nominees			7

Director Nominee Qualifications and Experience			7

Biographies of Director Nominees			8

The Board of Directors			9

Board Oversight of Strategy			9

Meetings and Committees of the Board			10

Audit Committee			10

Compensation Committee			10

Nominating and Corporate Governance Committee			11

Minimum Qualifications			11

Nominating Process			11

Consideration of Stockholder-Nominated Directors			11

Annual Board Evaluation Process			12

Corporate Governance			12

Director Independence; Independence Determination			12

Board Leadership Structure			12

Majority Voting in the Election of Directors			13

Codes of Ethics			13

Clawback Policy			14

Equity Ownership Policy			14

Insider Trading Policy			14

Pledging Policy			14

Anti-Hedging Policy			15

Corporate Governance Guidelines; Certifications			15

Communications Between Stockholders and Interested Parties and the Board			15

Attendance at Annual Meetings			15

Succession Planning			15

Risk Oversight			15

Director Compensation			16

Executive Officers			17

Business Experience of Executive Officers			17

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			18

Compensation Committee Interlocks and Insider Participation			19
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			20

Compensation Discussion and Analysis			21

Compensation Philosophy			21

Named Executive Officers			22

Response to Advisory Vote on Executive Compensation			22

Compensation Determination Process			22

Key Elements of Compensation			23

Base Salaries			23



Special Bonuses			23

Long Term Equity Incentives			23

Performance Equity Incentives			24

Target Total Compensation Summary			24

Offer Letters and Severance/Change in Control Benefits			25

Other Compensation Considerations			25

Clawback of Awards			25

Stock Ownership			25

Insider Trading Policy			25

Pledging Policy			25

Anti-Hedging			25

Retirement Benefits			25

Life Insurance			26

Benefits and Perquisites			26

Compensation Committee Report on Executive Compensation			26

Executive Compensation Tables			27

Summary Compensation Table			27

Grants of Plan-Based Awards in Fiscal 2025			28

Outstanding Equity Awards at Fiscal 2025 Year-End			29

Stock Vested and Option Exercises			29

Potential Payments upon Termination or Change in Control			30

CEO Pay Ratio			31

Pay Versus Performance			32

Reconciliation of SCT Total to CAP			33

Tabular List of Most Important Financial Performance Measures			33

Pay Versus Performance Narrative Disclosure			33

Equity Grant Practices			34

Securities Authorized for Issuance Under Equity Compensation Plans			35
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			36

Change in Independent Registered Public Accounting Firm			36

Independent Registered Public Accounting Firm			36

Pre-approval Policies and Procedures			37

Audit Committee Matters			37

Primary Responsibilities and Fiscal 2025 Actions			37

Report of the Audit Committee			38

Roles and Responsibilities			38

Required Disclosures and Discussions			38

Committee Recommends Including the Financial Statements in the Annual Report			39

Delinquent Section 16(a) Reports			39

Certain Relationships and Related Transactions			39
PROPOSAL 4: APPROVAL OF CEO PERFORMANCE AWARD			40

Summary of the Proposed CEO Performance Award			41

Overview			41

Reasons for Approval of the CEO Performance Award			44

Aligning the CEO’s Incentives with Maximum Shareholder Value Creation			44

GameStop is at a Critical Juncture in the Company’s Transformation			45



Mr. Cohen is Uniquely Positioned to Lead GameStop’s Transformation, with a History of High-Growth Success and Stockholder Value Creation			45

GameStop has Benefited from Mr. Cohen’s Leadership, and His Continued Absolute Alignment is Critical to Sustaining GameStop’s Go Forward Momentum			45

Ensuring Mr. Cohen’s Continued Services to GameStop			45

Market Capitalization Hurdles with Cumulative Performance EBITDA Hurdles Create Real Value for Stockholders			46

Illustration of Potential Value of Proposed CEO Performance Award			47

Background of the CEO Performance Award			48

Overview			48

The Compensation Committee Retains Independent External Advisors			49

The Compensation Committee’s Process			50

The Compensation Committee’s Negotiations with Mr. Cohen			50

Alternatives Considered by the Compensation Committee			52

Recommendations of the Compensation Committee and the Board			52

Key Terms of the Proposed CEO Performance Award			53

Equity Type			53

Number of Options Underlying CEO Performance Award			53

Exercise Price			53

Expiration Date			53

Term			53

Performance Hurdles			53

Market Capitalization Hurdles			53

Cumulative Performance EBITDA Hurdles			53

Vesting of Options			54

Forfeiture			54

Effect of Good Leaver Termination (a Termination of Mr. Cohen’s Eligible Service without Cause or due to Disability; Death; or Mr. Cohen’s Resignation for Good Reason)			54

Change in Control of GameStop			54

Expiration of Options			55

Post-Exercise Holding Period			55

Payment of Exercise Price			55

Payment of Taxes and Tax Withholdings			55

Clawback			55

Market Capitalization Hurdle and Performance EBITDA Hurdle Adjustments			56

Stockholder Approval			56

Covenants			56

Payment of HSR and Legal Fees			56

HSR Filing Fee			56

Legal Fees			56

Other Details Regarding the Proposed CEO Performance Award			56

Administration			56

Limited Pledging			56

Non-transferability			56

The Compensation Committee’s Assessment of the CEO Performance Award			57

Preference for Business and Shareholder Alignment Over Institutional Benchmarking			57

Risk Assessment of the CEO Performance Award			58

Certain Additional Considerations and Risks Associated with Approval of the CEO Performance Award			58

Practical Implications of the CEO Performance Award			61

Potential Value that Could be Realized Under the CEO Performance Award			61



Potential Ownership of Securities as a Result of the CEO Performance Award			61

Accounting and Tax Considerations			62

New Plan Benefits			62

Federal Income Tax Consequences			62

Tax Effect for Mr. Cohen			62

Tax Effect for GameStop			63

Delaware Law Considerations			63

Interests of Certain Persons			64

Registration			64

Conclusion			64

Effect of Not Obtaining the Required Vote for Approval			64

Required Vote			64
PROPOSAL 5: APPROVAL OF AMENDMENT NO. 2 TO OUR CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK			65

Purpose of the Authorized Shares Amendment			66

Possible Effects of Authorized Shares Amendment			66

Anti-takeover Considerations			66

Effective Date of Authorized Shares Amendment			66

Reservation of Right to Abandon Authorized Shares Amendment			67
OTHER MATTERS			67

Financial and Other Information			67

Cautionary Statement Regarding Forward Looking Statements			67

Proposals Pursuant to Rule 14a-8			67

Proxy Access Director Nominees			67

Other Proposals and Nominees			68

Householding of Proxy Materials			68
ANNEX A: RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES			69

APPENDIX A: CEO PERFORMANCE AWARD AGREEMENT			71

EXHIBIT A: COVENANTS			83

EXHIBIT B: FORM OF RELEASE OF CLAIMS			85

APPENDIX B: CERTIFICATE OF AMENDMENT NO. 2			86

PROXY STATEMENT SUMMARY

To assist you in reviewing the proposals to be considered and voted upon at our 2026 Annual Meeting of the Stockholders (the “annual meeting”) we have summarized information contained elsewhere in this Proxy Statement or in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (“Annual Report”). Please note that our fiscal year is composed of the 52 or 53 weeks ending on the Saturday closest to the last day of January. Fiscal year 2024 consisted of the 52 weeks ended on February 1, 2025 (“fiscal 2024”). Fiscal year 2023 consisted of the 53 weeks ended on February 3, 2024 (“fiscal 2023”). Fiscal year 2022 consisted of the 52 weeks ended on January 28, 2023 (“fiscal 2022”). This summary does not contain all of the information you should consider about the proposals being submitted to stockholders at the annual meeting. We encourage you to read the entire Proxy Statement and Annual Report carefully before voting.

ANNUAL MEETING OF STOCKHOLDERS

Date and Time:

,2026

10:00 a.m., Central Daylight Time

Website:

meetnow.global/MPZGKGZ

Record Date:

, 2026

Anticipated Mailing Date:

, 2026

AGENDA



Voting Matter		Page

1. Election of Directors		7

2. Advisory Vote on Executive Compensation		20

3. Ratification of Appointment of Independent Registered Accounting Firm		36

4. Approval of the CEO Performance Award		40

5. Approval of an Amendment to the Certificate of Incorporation		65

How to Cast Your Vote:


Vote by Internet	By Mail:	By Phone:

Shares Held of Record:	Shares Held of Record:	Shares Held of Record:

meetnow.global/MPZGKGZ	See Proxy Card

Shares Held in Street Name:	Shares Held in Street Name:	Shares Held in Street Name:

See Voting Instruction Form	See Voting Instruction Form	See Voting Instruction Form

Information About the Annual Meeting and Voting

1. What am I Voting on?

The Board of Directors (“Board”) of GameStop Corp. (“GameStop,” the “Company,” “we,” “us,” or “our”) is soliciting your vote for the following:



Business Items	Board Voting Recommendation	Page Reference

1. To elect the five nominees identified in this Proxy Statement to serve as directors	FOR ALL NOMINEES	7

2. To approve, on an advisory, non-binding basis, our executive compensation	FOR	20

3. To ratify our Audit Committee’s appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending January 30, 2027	FOR	36

4. To approve the grant of a performance-based nonqualified stock option award to our Chief Executive Officer, Ryan Cohen (the “CEO Performance Award”)	FOR	40

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SEC Form PRE 14A filed by GameStop Corporation