UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 Under Rule 14a-12 |
GAMESTOP CORP. |
(Name of Registrant as Specified in Its Charter) |
HESTIA CAPITAL PARTNERS LP HESTIA CAPITAL MANAGEMENT, LLC KURTIS J. WOLF PERMIT CAPITAL ENTERPRISE FUND, L.P. PERMIT CAPITAL, LLC PERMIT CAPITAL GP, L.P. JOHN C. BRODERICK ADAM DUKOFF PAUL J. EVANS |
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials: |
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Hestia Capital Partners LP (“Hestia LP”) and Permit Capital Enterprise Fund, L.P. (“Permit Enterprise”), together with the other participants named herein (collectively, the “Stockholder Group”), have filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2020 annual meeting of stockholders of GameStop Corp., a Delaware corporation (the “Company”).
Item 1: On April 27, 2020, the Stockholder Group issued the following press release and delivered a letter to stockholders of the Company, a copy of which is attached hereto as Exhibit 1 and is incorporated herein by reference:
Investor Group Urges Stockholders to Vote for Change at GameStop's 2020 Annual Meeting by Electing Its Two Stockholder-Aligned Directors
Mails Definitive Proxy Statement and Letter to Stockholders
Encourages Stockholders to Vote the WHITE Proxy Card Today
April 27, 2020 - Pittsburgh -- Hestia Capital Partners LP, Permit Capital Enterprise Fund, L.P. and their affiliates (the “Investor Group”), who beneficially own approximately 7.2% of the outstanding common stock of GameStop Corp. (the “Company”) (NYSE: GME), announced today that they have mailed a definitive proxy statement, including a WHITE proxy card, to stockholders in conjunction with the Company’s 2020 annual meeting of stockholders (the “2020 Annual Meeting”), which is expected to take place virtually in mid-June.
The Investor Group also sent a letter to its fellow stockholders detailing why it believes GameStop’s recent Board refreshment is insufficient and highlighting the steps the Company must take to maximize value for stockholders. The Investor Group believes the Board remains primarily composed of directors with traditional retail backgrounds and continues to lack critical skillsets and needed perspectives. The Investor Group believes the Board must add stockholder-aligned directors that have the financial acumen, turnaround experience and stockholder perspective to drive real change at GameStop.
If elected, the Investor Group’s nominees will push the Company to reduce its bloated cost structure, fix misaligned executive compensation, quickly address liquidity concerns, focus on optimizing its unique gaming assets, and create a positive narrative about the Company’s future. While the Investor Group acknowledges the timing of this proxy contest is unfortunate due to the COVID-19 crisis, the lack of diversity of perspectives on the Board and the Board’s resistance to engage with the Investor Group to avoid a contested election, has compelled the Investor Group to move forward with its nomination.
The Investor Group urges stockholders to support its call for change at the Company by voting the WHITE proxy to elect its slate of two experienced nominees, Paul J. Evans and Kurtis J. Wolf, at the 2020 Annual Meeting.
The full text of the letter can be found here: https://www.restoregamestop.com/letters-press-releases
The definitive proxy statement and letter can also be accessed on the Investor Group’s website:
https://www.restoregamestop.com/
If you have any questions about how to vote, the Investor Group’s proxy solicitor Saratoga Proxy Consulting can be reached at info@saratogaproxy.com or (888) 368-0379.
About Hestia Capital
Hestia Capital is a long term focused, deep value investment firm that typically makes long-term investments in a narrow selection of companies facing company-specific, and/or industry, disruptions. Hestia seeks to leverage its General Partner's expertise in competitive strategy and capital markets to identify attractive situations within this universe of disrupted companies. These companies are often misunderstood by the general investing community and provide the 'price dislocations' which allows Hestia to identify, and invest in, highly attractive risk/reward investment opportunities.
About Permit Capital Enterprise Fund
The Permit Capital Enterprise Fund, through its management company, follows an investing philosophy that seeks to identify securities trading at a discount to intrinsic value. The investment approach is bottom-up and focused on the valuation of the securities of individual issuers. The management company’s assessment of intrinsic value is based on its own fundamental research as well as numerous sources of publicly available information.
Contacts:
Kurt Wolf at 724-687-7842
John Broderick at 610-941-5025
Item 2: On April 27, 2020, the following materials were posted by the Stockholder Group to https://www.RestoreGameStop.com:
