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GME > SEC Filings for GME > Form 8-K on 27-Jun-2013All Recent SEC Filings

Show all filings for GAMESTOP CORP.

Form 8-K for GAMESTOP CORP.


27-Jun-2013

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhi


Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 25, 2013, GameStop Corp. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, four Directors were voted on for re-election and three proposals were voted on, with the final results set forth below.

1. The Company's stockholders elected each of the four nominees for director for a three-year term with the vote specified below:

   Nominee                   For           Withheld        Abstain       Broker Non-votes
   Jerome L. Davis         94,423,810       1,212,628       172,367             23,047,021
   R. Richard Fontaine     93,939,604       1,705,669       163,532             23,047,021
   Steven R. Koonin        94,427,211       1,209,768       171,826             23,047,021
   Stephanie M. Shern      92,955,824       2,691,244       161,737             23,047,021

2. The Company's stockholders approved, on a non-binding, advisory basis, the compensation of the named executive officers of the Company, by the following vote:

                         For:                  84,712,409
                         Against:              10,894,456
                         Abstain:                 201,940
                         Broker Non-votes:     23,047,021

3. The Company's stockholders approved, by the following vote, to amend the Company's Second Amended and Restated Certificate of Incorporation to declassify the Company's board of directors (the "Board"):

                         For:                  95,194,597
                         Against:                 430,279
                         Abstain:                 183,929
                         Broker Non-votes:     23,047,021

On June 26, 2013, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation reflecting the Board approved amendment with the Secretary of State of the State of Delaware (the "Certificate of Amendment"), which became effective upon filing. The description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein. A conforming amendment was made to the Company's By-laws, which is attached hereto as Exhibit 3.2 and incorporated by reference herein.



4. The Company's stockholders approved, by the following vote, the GameStop Corp. Amended and Restated 2011 Incentive Plan (the "Plan").

                         For:                  91,993,071
                         Against:               3,619,448
                         Abstain:                 196,286
                         Broker Non-votes:     23,047,021

The approved Plan, as revised, is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.



ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of GameStop Corp.

3.2 Amendment to Second Amended and Restated By-laws of GameStop Corp.

10.1 GameStop Corp. Amended and Restated 2011 Incentive Plan.


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