GameStop Corp (NYSE:GME) is requesting the approval of its shareholders to significantly increase its authorized share capital to as many as 2.5 billion shares, up from about 450 million, according to a Securities and Exchange Commission filing released Thursday.
The company said the proposal is intended to enhance financial flexibility for potential strategic transactions, including a possible acquisition of eBay, as well as other capital-raising or corporate initiatives that may arise in the future.
In the filing, GameStop’s board said the company views shareholders as “partners in the business” and emphasized recent efforts focused on reducing costs, strengthening the balance sheet and returning the company to profitability.
The filing also outlined details of chief executive officer Ryan Cohen’s compensation arrangement. Cohen does not receive a salary, cash bonus or time-based equity awards, with his compensation instead linked to existing share ownership.
The board is proposing a performance-based stock option award that would only vest if GameStop achieves a sustained market capitalization above $20 billion and produces billions in cumulative earnings.
“If he does not clear those hurdles, the award is worthless. If he does, every stockholder benefits alongside him,” the company said.
The proposals will be voted on at GameStop’s 2026 annual meeting, scheduled for July 7 in a virtual-only format.
The agenda also includes the election of five directors, ratification of KPMG LLP as auditor for fiscal 2027, and an advisory vote on executive compensation.
Shares of GameStop traded down 2% at $22 on Friday morning, up about 10% so far this year.