GameStop (GME) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Only shareholders of record as of April 21, 2025, are entitled to vote; 447,300,514 shares are outstanding.

• Voting can be done online, by phone, or by mail, and shareholders are encouraged to vote even if attending virtually.

• The proxy statement includes forward-looking statements subject to risks and uncertainties.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, an advisory vote on executive compensation, and ratification of KPMG as the independent auditor.

• Shareholders may submit proposals for the 2026 meeting under Rule 14a-8 or nominate directors via proxy access provisions.

• Majority voting applies to director elections; advisory votes on compensation are non-binding but considered by the board.

Board of directors and corporate governance

• Five nominees, all current directors, are up for election; Ms. Yang Xu is not standing for re-election.

• The board has Audit, Compensation, and Nominating & Corporate Governance Committees, all composed of independent directors except for executive roles.

• The board structure includes a combined CEO/Chair and a Lead Independent Director.

• Directors are expected to maintain significant equity ownership and attend annual meetings.

• The board conducts annual evaluations and succession planning for senior executives.