DEF 14A of GameStop Corp.
Filed Apr 30, 2024 · FY20230001193125-24-125061
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
Director Nomination Process
Director Nomination Process The Board has nominated each of the five individuals identified below under “The Nominees” to stand for election at the annual meeting. Each director elected at the annual meeting will hold office for a term expiring at the 2025 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. Each of the nominees identified in this Proxy Statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a director if elected by the stockholders. We have no reason to believe that any of the nominees will be unable to serve as a director. However, should any nominee be unable to serve if elected, the Board may reduce the number of directors or recommend a substitute nominee. The shares represented by all valid proxies may be voted for the election of a substitute if one is nominated by the Board.
The Director Nominees
The Director Nominees The following table sets forth the names and ages of the individuals nominated by the Board for election at the annual meeting, the years they first became a director, the positions, if any, they hold with the Company, and the standing committees of the Board, if any, on which they serve as of April 19, 2024:
The Director Nominees
| Name | Age | Director Since | Position with the Company | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Ryan Cohen(1) | 38 | 2021 | President, Chief Executive Officer and Chairman | | | | | Alain (Alan) Attal | 54 | 2021 | Lead Independent Director | X | X(2) | X(2) | | Lawrence (Larry) Cheng | 48 | 2021 | Director | | X | X | | James (Jim) Grube | 53 | 2021 | Director | X(2) | X | | | Yang Xu | 45 | 2021 | Director | X | | X |
The Director Nominees
| (1) Chair of the Board of Directors and Sole Employee-Director |
The Director Nominees
| (2) Committee Chair |
The Director Nominees
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Director Nominee Qualifications and Experience
Director Nominee Qualifications and Experience Our business is managed under the direction of the Board and we strive to maintain a board with a mix of skills and experiences that, taken together, provide us with the variety and depth of knowledge necessary for effective oversight, direction and vision. The following matrix presents qualifications and experiences the Board considered in recommending each director nominee for election:
Director Nominee Qualifications and Experience
| Qualifications and Experience | Ryan Cohen | Alan Attal | Larry Cheng | Jim Grube | Yang Xu | | Business experience in a senior leadership position provides the perspective and practical understanding of leading a business organization | ● | ● | ● | ● | ● | | Finance and capital allocation experience gained from experience as a chief executive officer, finance or accounting executive, or audit committee member is important because effective capital allocation, accurate financial reporting and effective internal controls are critical to our success | ● | ● | ● | ● | ● | | Marketing or brand management experience is valuable because of the strategic importance of consumer positioning and brand management in the specialty retail business | ● | ● | | | | | Retail experience provides an understanding of strategic and operational issues facing specialty retail companies | ● | ● | ● | ● | | | Ecommerce experience helps guide our strategic emphasis on online and mobile channels and building a superior customer experience | ● | ● | ● | ● | |
Director Nominee Qualifications and Experience
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Biographies of Director Nominees
Biographies of Director Nominees The biographies describe each director nominee’s qualifications and relevant experience. The biographies include key qualifications, skills and attributes most relevant to the decision to nominate candidates to serve on the Board.
Biographies of Director Nominees
| RYAN COHEN - President, Chief Executive Officer and Chairman of the Board | | | Director Since: 2021 | Age: 38 | | Other Public Company Directorships: | • None | | GameStop Committees: | • None |
Biographies of Director Nominees
Ryan Cohen has been a member of the Board since January 2021. He was elected Chairman of the Board in June 2021 and appointed Chief Executive Officer in September 2023. Mr. Cohen is also the manager of RC Ventures LLC and a sizable stockholder of the Company. Mr. Cohen previously founded and served as the Chief Executive Officer of Chewy, Inc. (NYSE: CHWY), where he oversaw the company’s growth and ascension to market leadership in the pet industry. Mr. Cohen led Chewy through its successful sale to PetSmart Inc. prior to stepping down in 2018. Director Qualifications: In addition to his ownership perspective, Mr. Cohen brings to the Board his demonstrated leadership experience as a successful entrepreneur and his extensive experience in retail, technology and consumer marketing verticals, having overseen merchandising, marketing, supply chain, ecommerce and business development.
Biographies of Director Nominees
| ALAN ATTAL - Lead Independent Director | | | Director Since: 2021 | Age: 54 | | Other Public Company Directorships: | • None | | GameStop Committees: | • Audit Committee | | | • Compensation Committee, Chair | | | • Nominating and Corporate Governance Committee, Chair |
Biographies of Director Nominees
Mr. Attal is an ecommerce executive and entrepreneur with more than two decades of experience building and managing businesses. From 2017 through 2018, Mr. Attal served as the Chief Marketing Officer of Chewy, Inc. (NYSE: CHWY) and oversaw an annual acquisition budget of more than $300 million, which was allocated to broadcast, direct mail and digital advertising and engagement initiatives. From 2011 through early 2017, he served as Chewy’s Chief Operating Officer and oversaw its expansion from three people to more than 10,000 employees and $3 billion in revenues. Director Qualifications: Mr. Attal brings to the Board more than two decades of experience building and managing businesses, having served in senior management positions overseeing marketing and operations.
Biographies of Director Nominees
| LARRY CHENG - Independent Director | | | Director Since: 2021 | Age: 48 | | Other Public Company Directorships: | • Grove Collaborative Holdings, Inc. | | GameStop Committees: | • Compensation Committee | | | • Nominating and Corporate Governance Committee |
Biographies of Director Nominees
Larry Cheng is Co-Founder and Managing Partner of Volition Capital, LLC, a leading growth equity investment firm based in Boston, Massachusetts and the first investor in Chewy, Inc. (NYSE: CHWY). He has more than two decades of venture capital and growth equity investing experience based on time at Volition Capital, Fidelity Ventures, Battery Ventures, and Bessemer Venture Partners. He presently leads the Internet and Consumer team at Volition Capital, focusing on disruptive companies in ecommerce, internet services, consumer brands, and digital media and gaming. He received his bachelor’s degree from Harvard College where he concentrated in Psychology. Director Qualifications: Mr. Cheng brings to the Board significant experience in capital allocation, finance, ecommerce, internet services, consumer brands, digital media and gaming.
Biographies of Director Nominees
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Biographies of Director Nominees
| JIM GRUBE - Independent Director | | | Director Since: 2021 | Age: 53 | | Other Public Company Directorships: | • None | | GameStop Committees: | • Audit Committee, Chair | | | • Compensation Committee |
Biographies of Director Nominees
Mr. Grube is a business and finance executive with more than two decades of corporate experience. He was most recently the Chief Financial Officer of Rad Power Bikes, a global e-bike mobility company. He previously served as the Chief Financial Officer of Vacasa (Nasdaq: VCSA) from 2019 through 2020, a North American vacation rental management company, and as Chief Financial Officer of Chewy, Inc. (NYSE: CHWY) from 2015 through 2018. He was formerly Senior Vice President of Finance at Hilton (NYSE: HLT) from 2009 through 2015 and a Director of Finance at Amazon (Nasdaq: AMZN) from 2007 through 2009. He has a bachelor’s degree in Industrial Engineering from Purdue University and received his master’s degree from the Massachusetts Institute of Technology. Mr. Grube also serves as a member of the board of directors of Carewell, a Miami, FL based ecommerce company that offers home health products and information, and as a member of the board of directors and the chairman of the Audit Committee for Job&Talent, a Madrid, Spain based company and a provider of a leading marketplace for essential work. Director Qualifications: Mr. Grube brings to the Board more than two decades of corporate experience, having served in senior management positions overseeing finance, accounting, treasury, tax, and procurement.
Biographies of Director Nominees
| YANG XU - Independent Director | | | Director Since: 2021 | Age: 45 | | Other Public Company Directorships: | • None | | GameStop Committees: | • Audit Committee | | | • Nominating and Corporate Governance Committee |
Biographies of Director Nominees
Yang Xu is the Chief Financial Officer of the Straumann Group, a global market leader in esthetic dentistry. She has more than 20 years of broad experience in capital markets, finance, strategic planning, transactions and business operations in the U.S., Asia and Europe. Prior to joining the Straumann Group, she held roles with The Kraft Heinz Company (Nasdaq: KHC), Whirlpool Corporation (NYSE: WHR) and General Electric Healthcare (Nasdaq: GEHC). She has a bachelor’s degree in Finance from Wuhan University, a master’s degree in management from the HEC School of Management and a master’s in Business Administration from the London Business School. Director Qualifications: Ms. Xu brings to the Board more than two decades of broad experience, including in capital markets, finance, strategic planning, transactions and business operations. THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR ALL OF THE BOARD’S FIVE NOMINEES. PROXIES SOLICITED BY THIS PROXY STATEMENT WILL BE VOTED FOR ALL FIVE NOMINEES UNLESS A VOTE AGAINST A NOMINEE OR ABSTENTION IS SPECIFICALLY INDICATED.
Majority Voting in the Election of Directors
Majority Voting in the Election of Directors Directors must be elected by a majority of the votes cast in elections for which the number of nominees for election does not exceed the number of directors to be elected. A plurality vote standard applies to contested elections where the number of nominees exceeds the number of directors to be elected. Our Bylaws provide that any incumbent director who does not receive a majority of the votes cast in an uncontested election is required to tender his or her resignation for consideration by our Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The director who tenders his or her resignation will not participate in the Nominating and Corporate Governance Committee’s or the Board’s decision. In determining its recommendation to the Board, the Nominating and Corporate Governance Committee will consider all factors that it deems relevant. Following such determination, we will promptly publicly disclose the Board’s decision, including, if applicable, the reasons for rejecting the tendered resignation.
Director Compensation
Director Compensation Historically, each non-employee director (other than Mr. Cohen) elected at the annual meeting received a restricted stock unit (“RSU”) award with respect to a number of shares determined by dividing $200,000 by the average closing price of our common stock for the 30 trading days immediately preceding the annual meeting. Such RSUs vested upon the earlier of the next regularly scheduled annual meeting following the award date or the grantee’s death. One share of common stock is distributed in respect of each vested RSU within 60 days following the relevant vesting date or event. Under this structure, no cash compensation was paid to our non-employee directors. Commencing with the 2024 annual meeting, the Board has decided to eliminate all compensation for non-employee directors. The Board believes that this new policy is consistent with the Company’s philosophy of creating an ownership mentality, encouraging investment by directors and executives in the Company, and aligning the interest of our directors with our stockholders. Under the new policy, our directors will only be compensated to the extent their own investment in the Company appreciates, uniquely situating our directors to drive stockholder value. The Board’s equity ownership policy described above remains in full force and effect. Mr. Cohen declined to receive any compensation for his service as a director in fiscal 2023. The following table provides information regarding compensation of our current non-employee directors for fiscal 2023.
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(1)(2) | Total | | Current Non-Employee Directors: | | | | | Alan Attal(2) | $— | $200,002 | $200,002 | | Jim Grube(2) | — | 200,002 | 200,002 | | Larry Cheng(2) | — | 200,002 | 200,002 | | Yang Xu(2) | — | 200,002 | 200,002 |
Director Compensation
| (1) Reflects the grant date fair values in accordance with FASB ASC Topic 718. The grant date fair value of these awards may differ from the award values described in the narrative above, because grant date fair value is determined with reference to the closing price of our common stock on the grant date, whereas these awards were sized with reference to an average closing price of our common stock for a multi-day period preceding the applicable grant date. The Board decided to use this trailing average approach to determine award sizes to reduce the impact of short-term stock price volatility. These RSUs vest on the date of the annual meeting, subject to continued service to the Company. |
Director Compensation
| (2) As of February 3, 2024, each of the non-employee directors set forth in the above table held 8,772 unvested restricted stock units. |
Director Compensation
We have reimbursed and will continue to reimburse our directors for reasonable expenses incurred in connection with their attendance at Board and committee meetings. Because the Board believes that it is important for each director to have a financial stake in us to help align the director’s interests with those of our stockholders, we require our directors to maintain a certain level of ownership of common stock. For a description of the equity ownership policy, see “Corporate Governance-Equity Ownership Policy” above. Directors who are also executive officers (presently, Mr. Cohen) do not receive additional compensation for their services as directors, and none of the directors receive additional compensation for their services as committee chairpersons, Lead Independent Director or as our Chair of the Board. Commencing with the 2024 annual meeting, non-employee directors will cease to receive any compensation for their services as directors, committee chairpersons, Lead Independent Director or as our Chair of the Board. Please see the portions of this Proxy Statement regarding executive compensation for a description of Mr. Cohen’s compensation.
Director Compensation
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Compensation Philosophy
| • | The compensation opportunities we offer should encourage long-term strategic thinking, motivate and reward executives for achieving go-forward business strategies and maximize stockholder value. |
Compensation Philosophy
| • | Compensation awards should be based on the fundamental principle of aligning the long-term interests of our employees with those of our stockholders. Therefore, a substantial portion of management’s compensation will be in the form of long-term equity compensation. |
Compensation Philosophy
| • | New Hire Bonuses. NEOs receive a cash bonus typically paid during their first two years of employment to maintain targeted compensation near-term while their equity vesting schedule ramps up over time. |
Compensation Philosophy
| • | Equity Incentives. The primary component of a NEO’s total compensation is equity compensation issued in the form of time-vested restricted stock units. Accordingly, NEOs receive sizeable stock-based awards at the time of hire and are also eligible for stock-based awards on a periodic basis. Because our compensation program is designed to reward long-term performance and operate over a period of years, NEOs typically receive stock-based awards that vest over a number of years. Annual total compensation as reported in the SCT below includes the entire fair value as of the grant date of a stock award granted in that year, without regard to the fact that the grant vests over a number of years. As a result, our NEO’s total compensation as reported will be higher in years in which they receive a grant compared to years in which they do not receive a grant. While the equity incentives do not vest based on performance targets, due to the structure of our compensation plan, executive interests are directly linked with long-term stockholder performance. |
Compensation Philosophy
| • | Limited Severance Benefits. All of our NEOs are employed on an “at-will” basis. We do not offer employment agreements with robust severance packages that include the acceleration of all unvested equity. We no longer offer employment agreements and provide severance benefits only in very limited circumstances. |
New Hire Bonuses
New Hire Bonuses NEOs receive a one-time cash bonus that pays out over time and is intended to maintain targeted total compensation near-term while their equity vesting schedule ramps up over time. These bonuses are paid in bi-weekly installments beginning on the hire date or adoption date of the new compensation structure and typically decrease over time. While most new hire bonuses span the first two years from hire or adoption of the compensation program, they can bridge into subsequent years to address various pay factors as outlined in the Compensation Determination Process section. In connection with Mr. Robinson’s adoption of the new compensation program in 2021, Mr. Robinson received a bonus that mirrors the new hire bonus design. On April 4, 2024, in connection with his promotion to Principal Financial and Accounting Officer, Mr. Moore’s total targeted compensation was increased, and Mr. Moore is scheduled to be granted an additional equity award. In order to maintain Mr. Moore’s target total compensation near-term while his new equity vesting schedule ramps up over time, Mr. Moore was awarded a cash bonus of $28,877 that was similar in form to a “new-hire” bonus. This bonus is reflected below in the 2023-2024 period. Mr. Cohen has declined all forms of cash bonuses. New hire bonuses offered to the NEOs are below:
New Hire Bonuses
| | Bonus(1) | | | | | | Name | Hire Date | 2022-2023 | 2023-2024 | 2024-2025 | 2025-2026 | | Ryan Cohen | 9/27/2023 | $— | $— | $— | $— | | Dan Moore | 7/12/2021 | $160,000 | $28,877 | $— | $— | | Mark Robinson | 8/17/2015 | $165,000 | $— | $— | $— |
New Hire Bonuses
| (1) New hire bonuses are paid in bi-weekly installments beginning on the hire date or adoption date of the new compensation structure and are adjusted to subsequent amounts listed on an annual basis. |
New Hire Bonuses
Separately, Mr. Moore also received a $25,000 spot bonus in fiscal 2023 in recognition of his service and contributions to the Company.
Equity
Equity In fiscal 2023, we granted time-vested restricted stock units to both Mr. Robinson and Mr. Moore. Mr. Moore received grants in recognition of his contributions to the Company. Mr. Robinson received a grant in connection with his appointment as General Manager in June 2023. The service requirements otherwise applicable to these awards may be waived in certain scenarios; see “Offer Letters and Severance/Change in Control Benefits” elsewhere in this Proxy Statement.
Equity
In connection with Mr. Moore’s promotion to Principal Financial and Accounting Officer, Mr. Moore is scheduled to be granted a restricted stock unit award on July 1, 2024. The equity award will be determined by dividing $540,000 by the average closing price of our common stock for the 30 trading days preceding the grant date and is scheduled to vest in twelve equal quarterly installments beginning on October 1, 2024. Mr. Cohen has declined all forms of equity compensation.
Target Total Compensation Summary
| • | Motivate and Reward Executives to Achieve Go-Forward Business Strategy: By awarding one-time, new hire RSU grants, our executive team has the potential for significant rewards through this program, but only to the extent the team executes on our long-range business and strategic objectives that result in share price appreciation. Any decrease in stock price will erode the realizable value that could be earned by our executives upon vesting. |
Target Total Compensation Summary
| • | Attract and Retain Executives Who Believe in the Company: The structure of this Long-Term Incentive (“LTI”) program ensures that we attract and retain executives who are willing to tie the vast majority of their compensation to stockholder value creation, given their belief in our long-term business strategy. |
Offer Letters and Severance/Change in Control Benefits
Offer Letters and Severance/Change in Control Benefits We have issued offer letters or continuing employment letters to the NEOs (other than Mr. Cohen) detailing the terms of each NEO’s employment (the “Offer Letters”). The employment of all of our NEOs is “at will” and may be terminated by the Company or the executive at any time, and each executive is restricted from competing with us for a period of time after termination of employment regardless of the reason for the termination. Under the terms of the Offer Letters, each executive is entitled to all benefits afforded to management personnel or as determined by the Board, including, but not limited to, insurance programs, vacation, sick leave and 401(k) benefits. Mr. Robinson’s Offer Letter provides that, upon his termination of employment without cause, Mr. Robinson, subject to an effective release, would receive (A) six months of base pay, (B) an amount equal to six months of COBRA premiums for him and his
Offer Letters and Severance/Change in Control Benefits
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Offer Letters and Severance/Change in Control Benefits
dependents, (C) any transformation bonus installments that had not yet been paid, (D) the portion of any equity award that was scheduled to be paid during the six-month period following termination and (E) any long-term incentive cash that was otherwise scheduled to vest during the six-month period following termination. The Offer Letters of Messrs. Furlong and Patel provided that upon such executive’s termination of employment without cause, such executive, subject to an effective release, would receive (A) six months of base pay, (B) an amount equal to six months of COBRA premiums for the executive and their dependents, (C) any new hire bonus installments which have not already been paid and (D) the portion of the executive’s equity awards that would otherwise vest during the six months immediately following their termination. The Offer Letter of Ms. Saadeh-Jajeh provided that upon her termination of employment without cause, she would, subject to an effective release, receive (A) six months of base pay, (B) an amount equal to six months of COBRA premiums for her and his dependents, (C) any transformation bonus installments that had not yet been paid, (D) the portion of any equity award that was scheduled to be paid during the six-month period following termination and (E) any long-term incentive cash that was otherwise scheduled to vest during the six-month period following termination. On April 4, 2024, the Company and Mr. Patel entered into a Separation Agreement and Mutual Release of Claims, which was filed with the SEC on April 4, 2024 (the “Separation Agreement”). The Separation Agreement provides for Mr. Patel’s departure from the Company as the Company’s Chief Operating Officer, effective April 4, 2024. The Separation Agreement contains a customary general release of claims by Mr. Patel and the Company and provides for the following: (i) a lump sum payment to Mr. Patel consisting of (a) ten weeks of base salary, (b) an amount equal to the applicable premiums for COBRA continuation coverage for two months, and (c) thirty percent of the remaining unearned portion of Mr. Patel’s sign-on bonus, and (ii) acceleration of vesting of thirty percent of the portion of Mr. Patel’s equity awards that were otherwise scheduled to vest in the ordinary course during the six-month period immediately following his separation date. The triggering events which would result in the payment of the severance amounts described above were selected because they provide the applicable employees with a guaranteed level of financial protection upon loss of employment and are considered competitive with severance provisions being offered currently in the market. The estimated payments upon a hypothetical termination for each of the NEOs as of the end of fiscal 2023 are detailed in “Offer Letters and Potential Payments upon Termination or Change in Control” below. In addition, the actual payments made to Mr. Furlong, Ms. Saadeh-Jajeh and Mr. Patel are shown below under the heading “Actual Executive Separations.”
Dividends
Dividends Ms. Saadeh-Jajeh and Mr. Robinson were previously issued shares of restricted stock under the terms of our previous LTI compensation program. Under the terms of the LTI award agreements pursuant to which those shares of restricted stock were issued, any dividends on unvested shares are accrued and will only be paid upon vesting of the underlying shares. Currently, we do not pay dividends on our common stock.
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation earned by our NEOs during the fiscal years indicated. The titles shown in the following table reflect the executives’ current roles.
Summary Compensation Table
| Name | Year(1) | Salary(2) | Bonus(3) | Stock Awards(4) | Non-Equity Incentive Plan Compensation | All Other Compensation(5) | Total | | Current Executive Officers: | | | | | | | | | Ryan Cohen(6) | 2023 | $— | $— | $— | $— | $— | $— | | Chief Executive Officer | | | | | | | | | Dan Moore | 2023 | $166,154 | $105,000 | $166,219 | $— | $6,557 | $443,930 | | Principal Financial and Accounting Officer | | | | | | | | | Mark Robinson | 2023 | $193,846 | $76,154 | $225,990 | $60,000 | $7,657 | $563,647 | | General Counsel and Secretary | | | | | | | | | Former Executive Officers: | | | | | | | | | Matt Furlong | 2023 | $78,462 | $825,000 | $— | $— | $186,736 | $1,090,198 | | | 2022 | $200,000 | $2,280,384 | $— | $— | $2,325 | $2,482,709 | | | 2021 | $115,385 | $1,594,620 | $14,852,476 | $— | $250,453 | $16,812,934 | | Diana Saadeh-Jajeh | 2023 | $115,385 | $440,865 | $— | $175,001 | $5,047 | $736,298 | | | 2022 | $195,192 | $995,096 | $1,005,648 | $175,000 | $9,740 | $2,380,677 | | | 2021 | $357,115 | $556,538 | $3,337,585 | $208,378 | $18,406 | $4,478,023 | | Nir Patel | 2023 | $207,692 | $1,765,385 | $— | $— | $— | $1,973,077 | | | 2022 | $130,769 | $1,111,539 | $34,772,060 | $— | $247 | $36,014,615 |
Summary Compensation Table
| (1) Mr. Patel was appointed to his role with the Company during fiscal 2022 and was not previously employed by us, as such the SCT does not include disclosure for years preceding fiscal 2022 for Mr. Patel. Messrs. Cohen, Robinson and Moore became NEOs during fiscal 2023, therefore, their respective compensation is not disclosed for years prior to fiscal 2023. |
Summary Compensation Table
| (2) Ms. Saadeh-Jajeh’s salary was decreased to $190,000 annualized upon her acceptance of the new compensation program on August 1, 2021. Prior to this adjustment, Ms. Saadeh-Jajeh’s annualized salary was $375,000 until March 26, 2021 when she received an additional annualized temporary pay increase of $225,000 for her appointment to interim Chief Financial Officer, which was eliminated on July 12, 2021. Mr. Saadeh-Jajeh’s salary was modified again on July 11, 2022 in connection with her appointment as Chief Financial Officer, at which time her annual salary was increased from $190,000 to $200,000. Mr. Robinson’s salary increased from $170,000 to $200,000 on June 7, 2023 in connection with his appointment as General Manager. |
Summary Compensation Table
| (3) The bonus amount for Mr. Moore includes $80,000 in new hire bonuses, with the remaining bonus attributed to a $25,000 spot bonus in recognition of his service and contributions to the Company. The bonus amount for Mr. Robinson is composed of a $76,154 bonus attributed to his adoption of the new compensation program beginning in July 2021. Bonus amounts for Messrs. Furlong and Patel are composed of new hire bonuses as detailed in their offer letters. The bonus amount for Ms. Saadeh-Jajeh includes $27,500 in spot bonuses issued in connection with her tenure as interim Chief Financial Officer in 2021, with the remaining bonus attributed to her adoption to the new compensation program beginning in August 2021. |
Summary Compensation Table
| (4) Reflects the grant date fair value for the designated fiscal years for the restricted stock awards in accordance with ASC 718 based on the common stock price on the date of grant. |
Summary Compensation Table
| (5) The amount reported in the “All Other Compensation” column in fiscal 2023 for Mr. Furlong is composed of the following: (a) $124.85 in Company funded long-term disability insurance benefits; (b) $139.59 in Company funded life insurance benefits; (c) $1,846.20 in 401(k) matching contributions; and (d) $184,625.29 in cash severance payments. The severance payments, which were made in connection with Mr. Furlong’s offer letter, are detailed in the “Offer Letters and Severance/Change in Control Benefits” section. |
Summary Compensation Table
| (6) Mr. Cohen has declined all forms of salary, benefits and other compensation from the Company for serving as President, Chief Executive Officer and Chairman. |
Summary Compensation Table
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Grants of Plan-Based Awards in Fiscal 2023
Grants of Plan-Based Awards in Fiscal 2023 The following table shows all grants of plan-based awards, which consisted of grants of time-vested restricted stock units or shares of our common stock made in fiscal 2023.
Grants of Plan-Based Awards in Fiscal 2023
| Name | Grant Date | Equity Incentive Plan Awards: Number of Shares of Stock or Units(1) | Grant Date Fair Value of Stock Awards(2) | | Current Executive Officers: | | | | | Ryan Cohen | | — | $— | | Dan Moore(3) | 6/1/2023 | 3,312 | $79,819 | | Dan Moore(4) | 11/1/2023 | 6,641 | $86,399 | | Mark Robinson(5) | 6/12/2023 | 9,300 | $225,990 | | Former Executive Officers: | | | | | Matt Furlong(6) | | — | $— | | Diana Saadeh-Jajeh(6) | | — | $— | | Nir Patel(6) | | — | $— |
Grants of Plan-Based Awards in Fiscal 2023
| (1) Equity Incentive Plan Awards consist of restricted stock units. For additional information on these grants, refer to the discussion under “Equity” in the Compensation Discussion and Analysis above. |
Grants of Plan-Based Awards in Fiscal 2023
| (2) The grant date fair value of each equity award was computed in accordance with ASC 718 based on the closing price of common stock on the grant date. |
Grants of Plan-Based Awards in Fiscal 2023
| (3) This award was granted to Mr. Moore prior to him becoming an NEO in recognition of his service and contributions to the Company and vested in 2 equal tranches—50% after 1 month and 50% after 7 months. |
Grants of Plan-Based Awards in Fiscal 2023
| (4) This award was granted to Mr. Moore in recognition of his service and contributions to the Company and vests in 4 equal tranches—25% after the first 2 months and 25% every subsequent 3 months until fully vested one year from the grant date. |
Grants of Plan-Based Awards in Fiscal 2023
| (5) This award was granted to Mr. Robinson in connection with his appointment as General Manager and vests in full on the first anniversary of the grant date. |
Grants of Plan-Based Awards in Fiscal 2023
| (6) No awards were granted to Mr. Cohen, Mr. Furlong, Ms. Saadeh-Jajeh or Mr. Patel in fiscal 2023. |
Grants of Plan-Based Awards in Fiscal 2023
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Outstanding Equity Awards at Fiscal 2023 Year-End
Outstanding Equity Awards at Fiscal 2023 Year-End The following table provides information for the NEOs regarding outstanding equity awards held as of February 3, 2024. In accordance with SEC rules, the year-end values in the table for the market value of shares that have not vested have been calculated based on the $14.73 per share closing price of common stock on February 2, 2024 (the last trading date of the fiscal year). On April 4, 2024, Mr. Patel ceased to be employed by us. The employment cessation of Mr. Patel resulted in the vesting of a portion of certain of his awards at values that are different than shown in the table below. Please see below under “Actual Executive Separations” for additional information regarding the treatment of these awards.
Outstanding Equity Awards at Fiscal 2023 Year-End
| | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Current Executive Officers: | | | | | | | Ryan Cohen | | — | $— | — | $— | | Dan Moore (2) | 10/1/2021 | 12,772 | $188,132 | — | $— | | Dan Moore (3) | 10/1/2022 | 939 | $13,831 | — | $— | | Dan Moore (4) | 11/1/2023 | 4,981 | $73,370 | — | $— | | Mark Robinson (5) | 5/3/2021 | 764 | $11,254 | — | $— | | Mark Robinson (2) | 7/1/2021 | 6,984 | $102,874 | — | $— | | Mark Robinson (6) | 7/1/2022 | 48,664 | $716,821 | — | $— | | Mark Robinson (7) | 6/12/2023 | 9,300 | $136,989 | — | $— | | Former Executive Officers: | | | | | | | Matt Furlong | | — | $— | — | $— | | Diana Saadeh-Jajeh | | — | $— | — | $— | | Nir Patel (8) | 7/1/2022 | 405,640 | $5,975,077 | — | $— | | Nir Patel (9) | 7/1/2022 | 450,708 | $6,638,929 | — | $— |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (1) Represents unvested restricted share units and restricted shares outstanding as of February 3, 2024. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (2) Mr. Moore’s October 1, 2021 award and Mr. Robinson’s July 1, 2021 award vest in 6 tranches over four years—5% after the first 12 months, 15% after 24 months, and 20% every subsequent six months until fully vested four years from the grant date. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (3) Mr. Moore’s October 1, 2022 award vests in 6 equal tranches over a three-year period. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (4) Mr. Moore’s November 1, 2023 award vests in 4 equal tranches—25% after the first 2 months and 25% every subsequent 3 months until fully vested one year from the grant date. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (5) Mr. Robinson’s May 3, 2021 award vests in 3 equal tranches over a three-year period. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (6) Mr. Robinson’s July 1, 2022 award vests in 6 tranches over 3 years—16% after the first 3 months, 16% after 9 months, and 17% every subsequent 6 months until fully vested three years from the grant date. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (7) Mr. Robinson’s June 12, 2023 award vests in full on the first anniversary of the grant date. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (8) Mr. Patel’s July 1, 2022 award vests in five tranches over five years—10% after the first 12 months, 20% after 24 months, and 23.333% every subsequent 12 months until fully vested five years from the grant date. |
Outstanding Equity Awards at Fiscal 2023 Year-End
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Outstanding Equity Awards at Fiscal 2023 Year-End
| (9) Mr. Patel’s July 1, 2022 award represents a discretionary equity award granted by the Compensation Committee as an inducement to accept his offer of employment with the Company and to buy out certain equity entitlements and other compensation Mr. Patel was forfeiting from his former employer. This award vests in three equal tranches over three years—1/3rd on each anniversary of the grant date until fully vested three years from the grant. |
Stock Vested and Option Exercises
Stock Vested and Option Exercises The following table provides information for the executive officers named in the SCT regarding shares acquired upon vesting of stock awards during fiscal 2023 by those executive officers. There are no outstanding options in 2023.
Stock Vested and Option Exercises
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting ($)(1) | | Current Executive Officers: | | | | Ryan Cohen | — | $— | | Dan Moore | 7,832 | $147,991 | | Mark Robinson | 36,308 | $716,839 | | Former Executive Officers: | | | | Matt Furlong (2) | 43,604 | $1,042,572 | | Diana Saadeh-Jajeh | 34,856 | $810,449 | | Nir Patel | 270,420 | $6,194,869 |
Stock Vested and Option Exercises
| (1) The value realized on vesting was our closing stock price on the vesting date multiplied by the number of shares vested. All amounts are shown prior to the surrender of shares to cover withholding taxes in connection with the vestings. |
Stock Vested and Option Exercises
| (2) These shares were acquired as the result of acceleration pursuant to the Offer Letter of Mr. Furlong detailed in the “Potential Payments upon Termination or Change in Control” section. |
Stock Vested and Option Exercises
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Offer Letters and Potential Payments upon Termination or Change in Control
Offer Letters and Potential Payments upon Termination or Change in Control We have issued offer letters or continuing employment letters to our NEOs (other than Mr. Cohen) detailing the terms of each NEO’s employment. See “Offer Letters and Severance/Change in Control Benefits” above for a description of the terms of these offer letters. Hypothetical estimates of the amounts that would be owed to the NEOs upon termination of their employment or upon a change in control are presented in the table directly below. In accordance with rules of the SEC, the hypothetical estimates have been computed on the assumption that the termination or change of control occurred on February 3, 2024, the last day of our most recently completed fiscal year. The employment of Mr. Furlong and Ms. Saadeh-Jajeh terminated prior to February 3, 2024 and we have therefore excluded them from the table below. Mr. Patel’s employment ceased after February 3, 2024 and we have therefore included him in the table below. In each case, we have described below under the heading “Actual Executive Separations” the actual amounts received by each of Mr. Furlong, Ms. Saadeh-Jajeh and Mr. Patel upon cessation of their employment. The below table shows the hypothetical payouts for current NEOs and Mr. Patel.
Offer Letters and Potential Payments upon Termination or Change in Control
| Name | Benefit | Termination Without Cause | Termination Without Cause Upon Change In Control | Termination Upon Death | Termination Upon Disability | | Current Executive Officers: | | | | | | | Ryan Cohen | Salary Severance Element | $— | $— | $— | $— | | | Bonus Severance Element | — | — | — | — | | | Medical Benefits | — | — | — | — | | | Accelerated Restricted Stock | — | — | — | — | | | Total | $— | $— | $— | $— | | Dan Moore | Salary Severance Element | $— | $— | $— | $— | | | Bonus Severance Element | — | — | — | — | | | Medical Benefits | — | — | — | — | | | Accelerated Restricted Stock | — | — | — | — | | | Total | $— | $— | $— | $— | | Mark Robinson | Salary Severance Element(1) | $100,000 | $100,000 | $— | $— | | | Bonus Severance Element(2) | — | — | — | — | | | Medical Benefits(3) | 9,795 | 9,795 | — | — | | | Accelerated Restricted Stock(4)(5) | 421,396 | 421,396 | — | — | | | Total | $531,191 | $531,191 | $— | $— | | Former Executive Officers: | | | | | | | Nir Patel | Salary Severance Element(1) | $100,000 | $100,000 | $— | $— | | | Bonus Severance Element(2) | 523,077 | 523,077 | — | — | | | Medical Benefits(3) | 15,132 | 15,132 | — | — | | | Accelerated Restricted Stock(4)(5) | 4,647,197 | 4,647,197 | — | — | | | Total | $5,285,406 | $5,285,406 | $— | $— |
Offer Letters and Potential Payments upon Termination or Change in Control
| (1) Pursuant to the terms of these Offer Letters, each officer will receive an amount equal to six months of their base salary if terminated without cause. |
Offer Letters and Potential Payments upon Termination or Change in Control
| (2) Pursuant to the terms of these Offer Letters, this Bonus Severance Element reflects the amount of unpaid new hire bonus that is potentially subject to acceleration upon termination. |
Offer Letters and Potential Payments upon Termination or Change in Control
| (3) Pursuant to the terms of these Offer Letters, in the event of a termination without cause, each officer is eligible for COBRA continuation coverage for them and their eligible dependents for six months. The amounts in the table above reflect the estimated value of medical coverage to each NEO assuming they use the maximum 18-month COBRA period. |
Offer Letters and Potential Payments upon Termination or Change in Control
| (4) The value of potential accelerated restricted stock was calculated based on the closing stock price of $14.73 on February 2, 2024, the last trading day of fiscal 2023. |
Offer Letters and Potential Payments upon Termination or Change in Control
| (5) Pursuant to the terms of these Offer Letters, any portion of the Initial Equity Award (if any) that was otherwise scheduled to vest in the ordinary course during the six month period immediately following their termination date will become vested. |
Offer Letters and Potential Payments upon Termination or Change in Control
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CEO Pay Ratio
CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are disclosing the ratio of the total annual compensation of our Chief Executive Officer to that of our median employee. We identified the median employee among all our employees as of February 3, 2024 (the “determination date”). We are a global retail company with approximately 8,000 full-time salaried and hourly employees and between 13,000 and 18,000 part-time hourly employees worldwide, depending on the time of year. As discussed above, Mr. Cohen has declined all forms of compensation and therefore his total annualized compensation as of the determination date was $0. For fiscal 2023, our median employee is a part-time hourly employee in one of our U.S. stores who worked an average of 24 hours per week. The annual compensation of the median employee was $12,884.34 for fiscal 2023. Based on this information, the ratio of the fiscal 2023 annual total compensation of our Chief Executive Officer to that of our median employee was approximately 0 to 12,884.34.
CEO Pay Ratio
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CEO Pay Ratio
In order to identify the median employee in terms of compensation across our global population of employees, we utilized total annual earnings from the 2023 calendar year which include, but are not limited to, salary/hourly wages, overtime, bonus and commissions. We used W-2 earnings for the U.S. employee population and the W-2 equivalent earnings for the international employee population. We annualized the compensation for permanent associates who joined the Company after January 1, 2023. Full-time equivalency adjustments were not performed for part-time associates. We believe our CEO pay ratio is a reasonable estimate calculated in a manner consistent with the SEC pay ratio rules and methods for disclosure. The SEC rules do not specify a single methodology in identifying the median employee and in calculating that person’s annual compensation. Accordingly, the pay ratio reported by other companies may not be comparable to the Company’s pay ratio disclosed above.
CEO Pay Ratio
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Pay Versus Performance
Pay Versus Performance The following table provides information for fiscal 2023, 2022, 2021 and 2020 with respect to the compensation, as calculated under SEC rules, of our principal executive officers (“PEOs”), which includes both our current and former CEOs, the average compensation of our other NEOs, and certain performance measures specified under SEC rules.
Pay Versus Performance
| Fiscal Year | Principal Executive Officers (“PEO”) (1) | | | | | | | | | | Cohen | Robinson | Furlong | Sherman | Cohen | Robinson | Furlong | Sherman | | | SCT Total | SCT Total | SCT Total | SCT Total | Compensation Actually Paid (2) | Compensation Actually Paid (2) | Compensation Actually Paid (2) | Compensation Actually Paid (2) | | 2023 | $— | $563,647 | $1,090,198 | $— | $— | $(93,436) | $(4,169,658) | — | | 2022 | — | — | 2,482,709 | — | — | — | 2,117,619 | — | | 2021 | — | — | 16,812,934 | 652,306 | — | — | 9,076,361 | (132,010,993) | | 2020 | — | — | — | 7,174,243 | — | — | — | 427,832,874 |
Pay Versus Performance
| Fiscal Year | Average SCT Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non- PEO NEOs (2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (5) ($MM) | | | | | Company TSR (4) | Peer Group TSR (4) | | | 2023 | 1,051,102 | (1,802,812) | 1,534 | 161 | 7 | | 2022 | 13,692,562 | 8,874,616 | 2,377 | 135 | (313) | | 2021 | 6,299,738 | (9,396,932) | 2,550 | 135 | (381) | | 2020 | 2,732,872 | 66,526,448 | 8,464 | 141 | (215) |
Pay Versus Performance
Note: Consistent with SEC guidance, no Company Selected Measure is shown in the table above because the Company did not use any financial performance measures to link fiscal 2023 executive compensation to company performance (see our “Compensation Discussion & Analysis” of this Proxy Statement for additional detail). While not a financial performance measure, given our heavy use of equity-based compensation, our stock price/Total Shareholder Return (“TSR”) is the most important performance measure impacting Compensation Actually Paid (“CAP”) values in the table above.
Pay Versus Performance
| (1) For fiscal 2023, our PEOs included our current CEO Ryan Cohen, former PEO Mark Robinson, and former CEO Matthew Furlong. For fiscal 2022, our PEO was Matthew Furlong. For fiscal 2021, our PEOs included both Matthew Furlong and George E. Sherman. For fiscal 2020, our PEO was George E. Sherman. |
Pay Versus Performance
| (2) In calculating the “Compensation Actually Paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations were computed in accordance with FASB ASC Topic 718. Time-vested restricted stock/unit grant date fair values are calculated using the closing stock price as of date of grant. Adjustments have been made using the stock price as of fiscal year-end and as of each date of vest. Performance-vested restricted stock fair values are valued at zero at each respective measurement date, given all outstanding performance-vested restricted stock were accrued at and estimated to be earned below threshold (i.e., all shares forfeited) as of each respective measurement date. The assumptions used to calculate the fair value for purposes of determining the “Compensation Actually Paid” are consistent with the methodology used for calculating the grant date fair value for financial reporting purposes. |
Pay Versus Performance
| (3) For fiscal 2023, our non-PEO NEOs were Diana Saadeh-Jajeh, Nir Patel and Dan Moore. For fiscal 2022, our non-PEO NEOs were Diana Saadeh-Jajeh, Nir Patel, and Michael Recupero. For fiscal 2021, our non-PEO NEOs were Michael Recupero, Diana Saadeh-Jajeh, James A. Bell, Frank M. Hamlin, Chris R. Homeister, and Daniel J. Kaufman. For fiscal 2020, our non-PEO NEOs were James A. Bell, Frank M. Hamlin, Chris R. Homeister, and Daniel J. Kaufman. |
Pay Versus Performance
| (4) The Company Total Shareholder Return (“TSR”) and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K, assuming an initial investment date of January 31, 2020. The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the Dow Jones Specialty Retailers Index. |
Pay Versus Performance
| (5) Represents the amount of net income (loss), as reflected in the Company’s audited financial statements for the fiscal year indicated. |
Pay Versus Performance
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Pay Versus Performance
In the calculation of CAP presented in the table above, the following amounts were deducted and added:
Pay Versus Performance Narrative Disclosure
Pay Versus Performance Narrative Disclosure Overall, our CAP tracked very closely with our stock price, which has primarily driven the fluctuations in our CAP values as shown above. CAP to George Sherman and our non-PEO NEOs in fiscal 2020 was significantly higher than the SCT total due to the high volatility in our stock price at the end of fiscal 2020. In fiscal 2021 and 2022, CAP to our PEOs and our non-PEO NEOs was lower than the SCT total, and lower than the respective CAP values in fiscal 2020, due to our less volatile stock price performance over these fiscal years since the end of fiscal 2020. In fiscal 2023, tracking with our stock price, CAP to Matt Furlong and to our non-PEO NEOs was lower than the SCT total. For Ryan Cohen, SCT and CAP are equivalent given Ryan Cohen does not receive any compensation from the Company. The increase in our stock price that contributed significantly to the CAP in fiscal 2020 also drove our TSR as of the end of fiscal 2020, 2021, 2022, and 2023. Our TSR has significantly outperformed our Peer Group TSR during this timeframe, as shown in the table above. Specifically, our TSR performed significantly better than our Peer Group TSR through the end of fiscal 2020. From fiscal 2020 through fiscal 2023, our TSR was negative while the Peer Group TSR increased moderately, although over the full four-year timeframe, our TSR still significantly outperformed our Peer Group in total. The close relationship between TSR and CAP was evident across the fiscal years in the table above. Our CAP at the end of fiscal 2020 significantly increased as a direct result of our strong TSR through the end of fiscal 2020. Through fiscal 2021, our TSR decreased (although still greater than the initial fixed $100 investment), and the CAP to our NEOs declined significantly (except for Mr. Furlong, who joined the Company in fiscal 2021), and also declined relative to fiscal 2021 SCT totals. In fiscal 2022, our TSR decreased slightly, which led to our CAP values declining relative to fiscal 2022 SCT totals (although CAP remained positive given the year-over-year TSR decline through fiscal 2022 was not significant). Through fiscal 2023, our TSR decreased, and as a result, CAP values to Matt Furlong and non-PEO NEO CAP declined relative to fiscal 2023 SCT totals. Our net income (loss) was not as strongly correlated with CAP given a significant portion of our executive compensation program is granted in equity, thereby directly tied to our stock price performance. However, in fiscal 2020, our net income performance was ($215M) and the CAP values to our NEOs were the highest over the full four-year timeframe. In fiscal 2021, our net income decreased to ($381M) which was also aligned with a decrease in CAP over this period. In fiscal 2022, our net income increased to ($313M) aligning with the increase in CAP over this period. In fiscal 2023, our significant growth in net income to $7M was not correlated with CAP to our NEOs given CAP values decreased over the period.
Pay Versus Performance Narrative Disclosure
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Proxy Access Director Nominees
Proxy Access Director Nominees Under the proxy access provisions of our Bylaws, stockholders are entitled to nominate and include in our proxy materials director nominees, provided that the eligibility and procedural requirements specified in our Bylaws, including advance notice requirements, are satisfied. The notice must be delivered to the Secretary at our principal executive offices, at 625 Westport Parkway, Grapevine, Texas 76051, not less than 120 days nor more than 150 days prior to the first anniversary of the date on which we first mailed our Proxy Statement or a notice of availability of our Proxy Statement (whichever is earlier) in connection with the most recent annual meeting of stockholder. As a result, any notice given by a stockholder pursuant to the proxy access provisions of our Bylaws with respect to the 2025 annual meeting must be received no earlier than the close of business on December 2, 2024, and no later than the close of business on January 1, 2025. However, in the event that the date of the 2025 annual meeting is more than 30 days before June 13, 2025 or more than 60 days after June 13, 2025, then the notice, to be timely, must be delivered not earlier than the close of business on the 120th day prior to the date of the 2025 annual meeting and not later than the close of business on the later of (x) the 90th day prior to the date of the 2025 annual meeting or (y) the 10th day following the day of the first public announcement of the date of the 2025 annual meeting.
Proxy Access Director Nominees
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Proxy Access Director Nominees
The complete requirements for submitting a nominee for inclusion in our proxy materials are set forth in our Bylaws, a copy of which can be obtained upon request directed to the Secretary at our principal executive offices at the address set forth above or on our website at http://investor.gamestop.com/corporate-governance.