Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2024

GameStop Corp.

(Exact name of Registrant as specified in its charter)

Delaware

1-32637

20-2733559

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

625 Westport Parkway, Grapevine, TX 76051

(817) 424-2000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock

GME

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 18, 2024, the Board of Directors (the “Board”) of GameStop Corp. (the “Company”) increased the size of the

Board from five to six members and appointed Nathaniel Turner as a director of the Company with a term expiring at the Company's 2025 Annual Meeting of Stockholders. Mr. Turner was not appointed to any committees of the Board and there are no arrangements or understandings between Mr. Turner and any other person pursuant to which he was elected as director. Mr. Turner will not receive any compensation for serving as a director.

In October 2024, the Company entered into a collaboration with Collectors Holdings, Inc. (“Collectors”), through its Profession Sports Authenticator division (“PSA”), whereby the Company would become an authorized PSA dealer, and PSA would provide authentication and grading services for trading cards through select Company stores across the United States. Mr. Turner is the Chief Executive Officer and Chairman of Collectors. Mr. Turner also owns up to a 10% equity interest in PSA and has been awarded additional unvested equity compensation awards at Collectors, which are subject to forfeiture if certain performance conditions are not satisfied. Since the beginning of the collaboration, the approximate dollar value of the transactions between the Company and PSA pursuant to the collaboration agreement was $1.53 million.

On November 18, 2024, the Company issued a press release announcing the election of Mr. Turner, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release issued by GameStop Corp., dated November 18 , 2024

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GAMESTOP CORP.

(Registrant)

Date: November 18, 2024

By:

/s/ Daniel Moore

Name: Daniel Moore
Title: Principal Financial and Accounting Officer

GameStop Appoints Nat Turner to Board of Directors

GRAPEVINE, Texas, November 18, 2024 (GLOBE NEWSWIRE)—GameStop Corp. (NYSE: GME) (“GameStop” or the “Company”) today announced that Nat Turner, Chairman and CEO of Collectors Holdings, Inc., has been appointed to the Company’s Board of Directors.

Contact

GameStop Corp. Investor Relations

817-424-2001

ir@gamestop.com

Document and Entity Information Document	Nov. 18, 2024
Document Information [Line Items]
Entity Central Index Key	0001326380
Amendment Flag	false
Title of 12(b) Security	Class A Common Stock
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Entity Registrant Name	GameStop Corp.
Entity File Number	1-32637
Entity Tax Identification Number	20-2733559
Entity Address, Address Line One	625 Westport Parkway
Entity Address, City or Town	Grapevine
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76051
City Area Code	817
Local Phone Number	424-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	GME
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Document Period End Date	Nov. 18, 2024