There will be an Annual Shareholder Meeting in June 2021. That's where votes on decisions about GME will happen. It might all go exactly as RC wants. If the Board agrees to decisions then big changes can happen then. If the Board does not agree then the changes Ryan Cohen wants can still happen but not until after the Standstill period ends which would be around March 1, 2022.
Agreement between GameStop and Ryan Cohen - January 11, 2021 8-K
Shares
As of January 11, 2021 Ryan Cohen owned 9,001,000 shares, or approximately 12.9% of the Common Stock issued.
This percentage matters because when someone owns 15% of GME then they are an "interested stockholder" and there are burdensome legal requirements and restrictions on activities between the large shareholder and the company. The agreement expands the percentage to 20% without triggering this. In exchange RC is agreeing to not do a hostile takeover.
Note the difference of 12.9% - 9,001,000 shares and 19.9% shares - ~13,930,000 We don't know if or when RC will purchase shares up to this limit.
Composition of the Board of Directors
- The Board temporarily increased from 10 to 13 directors, This created three vacancies filled by Alain (Alan) Attal, Ryan Cohen and James (Jim) Grube. The terms expire at the 2021 Annual Meeting probably in June 2021
- Mr. Attal was appointed to the Compensation Committee of the Board, Mr. Cohen was appointed to the Nominating and Corporate Governance Committee of the Board and Mr. Grube was appointed to the Audit Committee of the Board,
- Current Board members Lizabeth Dunn, Raul Fernandez, James K. Symancyk and Kathy Vrabeck will not stand for reelection at the Annual Meeting.
- The planned slate of director nominees for the Annual Meeting are: Alan Attal, Ryan Cohen, Paul Evans, Reginald Fils-Aimé, Jim Grube, George Sherman, William Simon, Carrie Teffner, and Kurt Wolf.
- If a Board member must be replaced during the Standstill Period and RC owns at least 4.0% of the Company’s then-outstanding Common Stock and (y) 2,789,878 shares of Common Stock RC can recommend a person to be on the board (clairfication: to replace RC, Attal, Grube or other Replacement Board members - if needed. Thanks u/OG_Kushions)
- Ryan Cohen is not accepting any compensation as a Board member
- RC cannot seek, alone or in concert with others, representation on the Board, except as specifically permitted
From u/YouAreAPyrate
- The Slate of Board Members is not definitive. From the 3/23/21 ER
>As of the date of this Form 10-K, the Board has not determined the definitive slate of nominees but currently expects that the following incumbent directors will retire from the Board at the 2021 Annual Meeting: Lizabeth Dunn, Paul Evans, Raul J. Fernandez, Reginald Fils-Aimé, William Simon, James K. Symancyk, Carrie W. Teffner and Kathy P. Vrabeck. The contemplated retirements are not because of a disagreement with us on any matter relating to our operations, policies or practices.
Ryan Cohen agreed to a Standstill Period.
Standstill Provision
From January 11, 2021 until either 30 days before the deadline for the submission of director nominations by stockholders for the Company’s 2022 annual meeting OR 120 days before the first anniversary of the 2021 Annual Meeting whichever is first. So around March 1, 2022
Calculation of time
If the meeting is June 1, 2022 and the nominations must be submitted 60 days before that April 1 then the 30 days prior to that would mean March 1, 2022
or
If the meeting is June 1, 2022 the 120 days before that is March 1.
Limits on what Ryan Cohen can do during the Standstill Period
During the Standstill Period, Ryan Cohen cannot:
- nominate or recommend for nomination an