Overview
GameStop Corp announced that its board has approved Chairman and CEO Ryan Cohen’s request to withdraw the previously proposed CEO Performance Award, a $35 billion performance‑based compensation package, from the company’s proxy statement. The withdrawal reflects the retailer’s shift in focus toward its planned acquisition of eBay Inc.
eBay Acquisition Proposal
On May 3 2026, GameStop submitted a non‑binding proposal to eBay’s board offering to purchase all outstanding eBay common stock not already owned by GameStop at $125 per share. The consideration is structured as a 50‑50 split between cash and GameStop common stock. The offer price represents a 46% premium over eBay’s share price in early February 2026, when GameStop began accumulating shares, and a 20% premium over the immediate Friday closing price prior to the proposal.
GameStop directly owns 4,343,725 eBay shares and holds put/call option contracts that provide economic exposure to an additional 39,046,658 shares, with the options set to expire on February 23 2028. On June 3 2026, the Hart‑Scott‑Rodino antitrust waiting‑period condition was satisfied, permitting physical settlement of the shares.
eBay Board Response and Potential Hostile Action
eBay’s Board of Directors rejected the bid on May 12 2026, describing it as “neither credible nor attractive.” Chairman Paul Pressler cited concerns about GameStop’s financing mechanics, the long‑term growth viability of the combined entity, and the proposed leadership structure. In response, Ryan Cohen indicated he may initiate a hostile proxy fight and present the $125‑per‑share offer directly to eBay shareholders if the board continues to refuse negotiations.
CEO Compensation Controversy
The $35 billion performance‑award package faced criticism for alleged shareholder disenfranchisement, insufficient financial disclosure, and abrupt changes to corporate voting procedures. The package was also the subject of a shareholder lawsuit.
Next Steps and Regulatory Filings
GameStop stated it will release additional materials outlining the strategic rationale and operational plan for a combined company, including a presentation to shareholders. An amended proxy statement reflecting the withdrawal of the CEO award has been filed with the Securities and Exchange Commission. The company’s 2026 Annual Meeting of Stockholders is scheduled for July 7 2026.