Barrack, Rodos & Bacine (“BRB”) announces that it has filed a class action lawsuit in the Delaware Court of Chancery, captioned The City of Pontiac General Employees’ Retirement System v. Ryan Cohen, et al., C.A. No. 2026-0785, on behalf of GameStop Corp. (“GameStop” or the “Company”) (NYSE: GME) stockholders. The lawsuit seeks to stop a shareholder vote on a $35 billion pay package for Chief Executive Officer Ryan Cohen until the Company and its Board of Directors (the “Board”) provide proper disclosures concerning the proposed CEO compensation award. The lawsuit also challenges an accompanying shareholder vote proposed by the Board to increase the number of authorized shares of the Company’s stock by 1.5 billion, which the lawsuit contends is in violation of the voting standard in the Company’s Charter. Shareholders are scheduled to vote on the proposed compensation package and authorized share increase on July 7, 2026.
The lawsuit alleges that GameStop and the Board repeatedly changed the procedures around the shareholder votes and issued a misleading proxy statement designed to suppress turnout by public investors. In January 2026, the Company had announced that Cohen would recuse himself from the shareholder vote on his compensation package so that disinterested stockholders would be able to “determine” whether to grant him his award. The Company made that announcement with great fanfare and had received very positive press coverage of Cohen’s agreement to recuse himself from the vote. However, when the Company issued its proxy statement for the vote in May 2026, the Company and the Board said nothing about this promise and they are now allowing Cohen to vote his 9.3% stake in the Company’s stock in favor of the award. With regard to the authorized shares vote, the original proxy statement issued by the Board stated that the vote would be subject to the terms of the certificate of incorporation, meaning that it required a majority of all voting stock to vote in favor in order to pass the authorized shares increase proposal, where abstentions would count as “no” votes. However, on June 7, 2026, the Company issued a supplemental proxy statement changing the voting standard to be a “votes cast” standard where only the votes cast at the meeting would count toward the total, and abstentions would not count as “no” votes on the proposal.
BR&B partners Jeffrey W. Golan (jgolan@barrack.com) and Michael A. Toomey (mtoomey@barrack.com) are litigating the case and are available to provide additional information upon request.