Background

A GameStop Corp. investor filed a lawsuit on Monday in the Delaware Court of Chancery seeking an injunction that would stop the scheduled shareholder vote on Chief Executive Officer Ryan Cohen’s proposed $35 billion compensation package until the company provides what the plaintiff describes as proper disclosures. The filing was reported by Bloomberg and Reuters on 16 June 2026.

Vote Details

Shareholders are slated to vote on the compensation package on 7 July 2026. The lawsuit contends that the board repeatedly altered the procedures governing the vote and issued a proxy statement that misled public investors, thereby suppressing turnout. Specific procedural changes cited include whether Cohen may vote his 9.3 % ownership stake and the method used to count abstentions.

Allegations of Misrepresentation

According to the complaint, GameStop first released a press statement indicating that the vote would exclude Cohen’s shares and that “unaffiliated stockholders” would determine the outcome. The board later reversed this position and issued a proxy that, the plaintiffs argue, mischaracterised the earlier announcement. The complaint asserts that these actions would enable Cohen and other insiders to secure approval with only about 15 % support from public investors.

Compensation Structure

The proposed pay package would grant Cohen a payout of up to $35 billion contingent upon GameStop achieving a $100 billion market‑capitalisation and generating $10 billion in earnings before interest, tax, depreciation and amortisation (EBITDA). In a CNBC interview, Cohen stated, “I obviously want to build something much larger, but I don’t benefit unless shareholders benefit.”

Legal Argument

The plaintiff’s attorneys argue that the board’s actions “reduce the power of its disinterested shareholders… in contrast to its prior public statements and in disregard of its Certificate of Incorporation,” and that such conduct violates Delaware law.

Ryan Cohen’s History with GameStop

Cohen first invested in GameStop in 2020, joined the board in 2021, became chairman later that year, and assumed the CEO role in 2023. He is now the company’s single largest stockholder.

Outcome Sought

The lawsuit seeks to block the July 7 vote until the company furnishes comprehensive disclosures and rectifies the alleged procedural irregularities.