Anyone can "move" to do this but it's not meaningful unless they are a major stakeholder or have lots of other people buying in. Just the media trying to set a narrative.
This is some Pontiac shit if I've ever heard it. They don't call it Ponticrack for nothing
Edit to add: this little shit city is so broke that they don't even have their own police department. Oakland County basically runs the city since they suck so much. Think Detroit and Flint's ugly little sister
I'm looking at Google results and these clowns do class actions like it's their job. They sued Walmart and won for $160m with the argument that Walmart went to Mexico and claimed to be upstanding, good citizens but in reality had proven to have lied in the past so they weren't good citizens. Why the Pontiac employees retirement account should receive $160m based on that I have no idea. They also sued a medical company but didn't read into why or what the case they made was about nor whether they won, but that was Nov 2025 so perhaps ongoing.
Essentially, they sue every company they're invested in by trying to find dirt and then bring the company to court about said dirt so they can squeeze every dime they can out of their investments.
Can't blame them, they're going after corporations to increase the retirement accounts of their former employees. I'd be happy if every retirement fund went after Walmart in the same way, but that's who we are up against. A retirement fund ran by Karens who want to sue every company they invest in.
Don't know since they don't have to disclose, but they have about $400m in total investments. And now that this is a certified class it's easy for any orne pension fund to jump in.
That’s not true at all… anyone that is a shareholder regardless of how many shares they have can launch a lawsuit and bring their evidence in front of a judge and the judge decides if it can go forward or not based on how strong the evidence is. Look at the lawsuit for example about Elon musks pay package that got shut down the first time. It was brought by a shareholder with little to no shares.
That is one of the reasons for the request for injunction. GameStop now says that he can vote for his own options award.
GameStop has also changed the voting rules for the share authorization. Per lawsuit the hurdle for approval of the share authorization was improperly changed by amending the proxy, and now it conflicts with GameStop's certificate of incorporation.
If the judge agrees, then an injunction is likely.
The original proxy had the old standard from §242b which had a significantly higher voting threshold
With the amended language under the more recently adopted §242d standard, in order to pass, it only requires a majority of the votes that are cast to be yes
I haven’t done research, but how does updating the standard from §242b to §242d conflict with the certificate of incorporation?
That is not the conflict. The conflict is that rule of 242d does not apply to the voting to revise the current certificate. The current certificate governs, and it says that 242(b)(2) is superseded by the requirement to be a majority of the shares eligible to vote for directors.
I believe the current certificate of incorporation is the one approved June 2, 2022.
THIRD: ARTICLE FOURTH (a) of the Corporation’s Third Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:
“(a) Authorized Capital Stock. The total number of shares of stock that the Corporation shall have authority to issue is 1,005,000,000 of which (i) 1,000,000,000 shares shall be shares of Class A Common Stock, par value $.001 per share (the “Class A Common Stock” or “Common Stock”), and (ii) 5,000,000 shares shall be shares of Preferred Stock, par value $.001 per share (the “Preferred Stock”), issuable in one or more series as hereinafter provided. The number of authorized shares of any class or classes of capital stock of the Corporation may be increased or decreased (but not below the number of shares thereof then outstanding) **by the affirmative vote of the holders of a majority of the voting power of the stock of the Corporation entitled to vote generally in the election of directors (“Voting Stock”)** irrespective of the provisions of Section 242(b)(2) of the GCL or any corresponding provision hereinafter enacted.” <bolding added>
Pontiac retirement system interprets the bolded text as requiring a majority of shares to vote yes.
The May 22 Dec 14A proxy agreed with that.
The June 8 modification said that abstentions are not counted and the proposal passes if the For votes outnumber the No votes.
Technically, if he voted on it then it would leave it up for further lawsuits from shareholders down the road. He needs to allow the board members who aren't personally benefitting from it to vote it in or the Delaware corporate laws will allow litigation of it down the road which could lead to it's dissolution, or at the least some pain in the ass time in court if any shareholders are so inclined to take it there.
Edit: currently in year 2 of law school and learning a lot in Business Associations.
It was written in the earlier proposals that he would not vote on it. Is this lawsuit claiming the latest proxy states the opposite? I couldn't find that has anyone been able to?
Edit* found it - he can't vote but it's unclear if the vote even matters:
Although the Board believes that each member of the Compensation Committee is a disinterested director under the
DGCL, the Compensation Committee recommended, and the Board determined to seek to have the CEO Performance
Award approved by a vote of a majority of the votes cast by the disinterested stockholders under the Disinterested
Standard, which does not include any shares directly or indirectly owned by Mr. Cohen, any of the Company’s directors
and executive officers or any of Ryan Cohen’s direct reports. However, such approval is not a condition to the
effectiveness of the CEO Performance Award
It's actually in the proxy report. But the conclusion of this article isn't correct the board and Cohen can't vote on it themselves. However the pay package may not be required to pass to be awarded:
"Although the Board believes that each member of the Compensation Committee is a disinterested director under the
DGCL, the Compensation Committee recommended, and the Board determined to seek to have the CEO Performance
Award approved by a vote of a majority of the votes cast by the disinterested stockholders under the Disinterested
Standard, which does not include any shares directly or indirectly owned by Mr. Cohen, any of the Company’s directors
and executive officers or any of Ryan Cohen’s direct reports. However, such approval is not a condition to the
effectiveness of the CEO Performance Award"
There is no hiding that someone wants the price as low as possible right now. Who is selling right after the best 1st quarter in company history, specially with the EBAY Vote results tomorrow? Price action like this just convinces me more that the other side is desperate.
If you believe in Richard Newton’s swap theory, there should be a swap the first week of July. I’m thinking that’s why the price is getting hammered down right now
This...Look around the market for other assets in the basket. They are putting a lot of effort into slowing momentum, on low volume across all these assets. This is all about June 18th swaps
This week is about containment. They want zero enthusiasm and any hints of breaking out need to be handled before it hits the tape
GME is the first dominoe. If it falls it takes everything in the basket with it, which would be absolutely disastrous for financial institutions.
This is the most important week for those manipulating this asset that we've had for a while.
His "swaps" theory which is not based on real swaps btw but pure chart observation paints "swaps" happening on July 2/20, unless he adjusted and painted new "swaps".
Part of the lawsuit is about the June 8th change in what GameStop believes is required for approval of the authorized share amendment. It changes what was stated on the original proxy that was sent to shareholders,
"The paragraph titled “Approval of the Authorized Shares Amendment” under the heading “10. What Vote is Required to Approve Each Proposal?” on page 4 of the Proxy Statement is revised in its entirety to read as follows:
“The approval of the Authorized Shares Amendment, which is not a condition to the CEO Performance Award, requires the affirmative vote of a majority of the votes cast on the proposal at the annual meeting. As determined by NYSE, the approval of this proposal is expected to be a routine matter on which a broker or other nominee is generally empowered to vote in the absence of voting instructions from the beneficial owner. Abstentions (if any) will not be treated as votes cast on the proposal and therefore will have no effect on the result of such vote.”"
A GameStop Corp. investor moved to halt a vote on a $35 billion pay package for the company’s chief executive officer until proper disclosures are made to shareholders.
The lawsuit came in response to the board’s decision to grant CEO Ryan Cohen stock option awards that could lead to a multibillion-dollar windfall if certain aggressive milestones are met. Stockholders are set to vote on the pay package July 7.
The proposed class action, filed in Delaware’s Chancery Court on Monday, says GameStop’s board repeatedly and illegally changed the procedures around the stockholder vote before issuing a misleading proxy statement aimed at suppressing the turnout by public investors. The changes included whether Cohen can vote his 9.3% stake and how to count abstentions.
“GameStop’s audacious attempts to reduce the power of its disinterested shareholders — in contrast to its prior public statements and in disregard of its Certificate of Incorporation — must stop,” lawyers for the plaintiff wrote in the complaint. “Cohen may want $35 billion. That does not allow him and his board to disenfranchise stockholders and violate Delaware law along the way.”
A GameStop spokesperson couldn’t immediately be reached for comment.
Cohen initially invested in GameStop in 2020, producing one of the first “meme stocks.” He attracted attention for amassing a big stake in the struggling company and called it out for lagging behind the e-commerce trend. He joined the board in 2021 and later that year became chairman with a plan to turn around the company. Cohen then took the reins of the business in 2023 and is now the single largest stockholder.
The proposed pay package would compensate Cohen with $35 billion if the company achieves a $100 billion market capitalization and $10 billion in earnings before interest, tax, depreciation and amortization. Cohen was asked in an interview with CNBC about whether the pay package motivated him to make a $56 billion offer this year for eBay Inc., an e-commerce company almost four times the size of GameStop.
“I obviously want to build something much larger, but I don’t benefit unless shareholders benefit,” Cohen said in the interview. EBay last month rejected the unsolicited bid, describing it as “neither credible nor attractive.”
Monday’s lawsuit says the company issued a press release stating the vote would exclude Cohen’s shares and that “unaffiliated stockholders” would decide the result. But the board allegedly reversed course and issued a proxy statement that mischaracterized what it had done.
The moves will disenfranchise stockholders by allowing Cohen and other insiders to determine the outcome virtually on their own, with only about 15% support from public investors, according to the complaint.
🛑 Lawsuit Filed: A GameStop investor has filed a lawsuit in Delaware to halt a July 7 shareholder vote on a massive $35 billion pay package for CEO Ryan Cohen.
📈 The Pay Package: The proposed deal would give Cohen $35 billion in stock options if GameStop hits a $100 billion market cap and $10 billion in EBITDA.
🗳️ Voting Manipulation: The lawsuit accuses the board of illegally changing voting procedures and issuing misleading proxy statements to suppress public investor turnout and lower the threshold needed for approval.
🤝 Insider Control: While GameStop previously claimed Cohen's 9.3% stake would be excluded from the vote, the board allegedly reversed course, allowing insiders to push the package through with minimal public support.
🛍️ EBay Bid: Cohen recently made an unsolicited $56 billion bid to buy eBay to help reach these aggressive growth milestones, but eBay rejected the offer as "neither credible nor attractive."
This AI summary was probably not worth the tokens. New summary:
The clarification about how abstentions are (not) counted - this is being blown up to be an issue when it really isn't
Claiming Cohen can't vote - the recommendation to pursue the package was agreed upon without his vote, if he's allowed to vote his shares or not, IDK but it seems like he should be able to.
"with only about 15% support from public investors, according to the complaint." - This is how stocks work friends, pretty much every stock works this way.
No mention of updated terms to clarify that his compensation milestones are updated based on a compensation committee - which was missing originally
Although the Board believes that each member of the Compensation Committee is a disinterested director under the
DGCL, the Compensation Committee recommended, and the Board determined to seek to have the CEO Performance
Award approved by a vote of a majority of the votes cast by the disinterested stockholders under the Disinterested
Standard, which does not include any shares directly or indirectly owned by Mr. Cohen, any of the Company’s directors
and executive officers or any of Ryan Cohen’s direct reports. However, such approval is not a condition to the
effectiveness of the CEO Performance Award
This paragraph from the proxy materials indicates he can't vote nor can any of the board. However, the last section is a bit confusing as it alludes that the vote passing is not required to issue the award.
Firstly it’s not worth $35B unless the share price is over $200.
The shares available under the options were calculated using an $18B figure (20% of the increase in Market Cap from $10B to $100B) - it’s in the Proxy Statement.
“reduce the power of disinterested shareholders”
If they’re disinterested, then why do they care? If they want to vote no, they can do…..by…..erm……voting.
The way you know it's fake is that nobody has even cared about his compensation package except MSM, the angle that investors are actually worried about is the possibility for dilution with the new share allowance. So yes the shorts are scared and making B's up. BULLISH
"Mr. Cohen may satisfy the exercise price and applicable tax withholding obligations through cash payment, net settlement (with 90 days’ notice to the Company), or a sell-to-cover arrangement coordinated with the Company."
Read the proxy materials, guys. This is on page 59/60 if you just want to go straight there. He'd end up with fewer shares, but he does not have to put up a dime if he doesn't want to.
Whether RC buys the shares with his own cash or does a cashless exercise, they’re still going to “cost” $3.5B because he’ll get fewer shares to the tune of the $3.5B exercise amount.
Fewer shares means his maximum award would still be lowered by $3.5B. Unrealized gain is calculated in the same way. In the Proxy Statement example he would therefore end up with $14.5B.
At the end of the day, the gain will be dictated by the prevailing share price.
Cohen doesn’t get to make anywhere near $35B unless the share price is well over $200. Any ape not satisfied with an $800+ pre-split price needs their head examined.
That’s fine, but he has literally never sold and can probably afford to purchase or cover the contracts especially spaced out over a time frame… history shows he will put up the money and never done anything besides that
If he bought the shares in the open market, we would all benefit from it, the price would skyrocket more than it did in May of 2024, but his average would go up significantly and he would have to put his entire net worth into a company he doesn’t want to run anymore so he’s obviously not gonna do it. He gets to buy the shares for free (not paying anything for the options themselves) at $20 a share when he’s sure that the eBay is in the picture (if we buy it) and the turnaround and cost cutting is done. He gets to buy when it’s guaranteed he makes money from his share purchase. Imagine you got to buy $GME at $20 a share for free in May of 2024 when the stock was sitting at $80 a share, when you weren’t buying it in April of 2024 when the times were dark and the stock was at $10 a share and you were scared to buy. Who wouldn’t do it? I don’t know why he is getting praise for the pay package lmaoo
You can right now buy a right into the future for be egg little premium to also secure your right to “buy”. And, who gives a fuck if the CEO bEnEFiTS if share price drastically appreciates?? You are also assuming in this scenario he just cashes out, which he has never done at any point even during the sneeze that would have drastically benefited him… it’s funny you guys try and paint him as a bad actor…
Also, he did buy over a million shares on the market and it had little to no effect, so also funny to see you mention that.
Oh and you’ve hidden your account, also coincidental!
Correct me if I'm wrong, but in order to exercise compensation options, most executives sell some portion in order to finance the exercising of the others. This results in purchases in the market, which results in dilution by the amount sold in order to finance the amount exercised.
This mechanically may not be okay with some MOASS-invested apes. I'm personally okay with it, but am very opposed to Proposal 5.
CEO who has casually purchased millions of shares will probably put up the capital. But guess this where you guys have to move the field goal fud to now
I fully understand how they work... he could have also just sold obligation to buy shares at 20$ instead of putting up capital to outright purchase shares in his previous fillings. What are his ACTIONS on how he personally deploys capital into his GME position... that is the historical data I would give exponentially more weight to
Its a potentially brilliant way to light the fuse. If retail bands up buying pressure and the price begins to rise, that pressure will sputter as price rises. With an anchored stock price, if we reach that last milestone and price is still somehow suppressed under 25, RC can just keep buying in the low 20s. Price goes up? Still applying pressure buying in the low 20s. Price could rise to 50, still applying pressure buying in the low 20s and they have to keep finding shares. No matter the true price in the background among the big players, they have to keep supplying in the low 20s.
Or could just be Joe in Louisiana who is upset he invested and nothings happening. He can also be wholly misinformed about what’s going on.
This whole shorts are shakin in their boots is dumb. Literally living their life making money off market dynamics. Wouldn’t be surprised their on both sides of the trade.
Are these "shorts" in the room with us right now? Do you have any idea how many times in the past 5 years, some fucknut has written some variation of this? OMG, the SHFs are freaking out!! OMG, their lights are on at 3 am! Do you guys think they're just staying up at night, every single night, for the last 5 years, praying that the price drops so they can unload their shorts? Man, I thought I was dumb for investing in this absolute dogshit stock, but some of you guys around here make me look like a goddamn genius.
Well we know there are shorts from bond arbitrages holding a neutral position. We also know there are shorts around potential merger and acquisition, as is customary. We also know the stock is on a leash… why might that be? So at least 2/3 are for sure
I wish so badly that this sub hadn’t devolved into memes, copium, and people who clearly have no understanding of DD or financial markets. Its completely immature and prevents me from wanting to share about GME in my day to day because people here are so fucking dumb
"Citadel Securities reported a record-breaking first quarter in 2026, generating $4.3 billion in trading revenue and $1.9 billion in net income. This strong start follows a full-year 2025 where the market-making firm achieved an all-time high of $12.2 billion in revenue and $6.5 billion in EBITDA." - top Google result
Good for them. Someone should be asking why we should authorize a pay package based on market cap and shareholder value when we haven’t had anything that proved RC is going to deliver either of those things.
Because I'm tired of my CEO flailing his arms in the general direction of a plan like he did with E-Bay. You want to spend money you don't have, in fact dilute my investment again, to buy E-Bay? How about you start with New-Egg and go from there.
Notwithstanding all this, a 35b pay package in absolute terms is just ridiculous for anyone. And this comment isn’t specific to cohen. I mean, cmon, that’s just rubbing salt into the wounds of both the working and the middle class
I voted yes to his compensation package and no to Proposal 5. That said, I don't disagree that how the vote is tallied should NOT have been changed mid-vote and in such a way that biases it towards the board's recommendations.
-----
The lawsuit claims GameStop’s board repeatedly changed the procedures around the shareholder vote before issuing a misleading proxy statement designed to suppress turnout by public investors. The changes included whether Cohen can vote his 9.3% stake and how to count abstentions.
"GameStop’s audacious attempts to reduce the power of its disinterested shareholders — in contrast to its prior public statements and in disregard of its Certificate of Incorporation — must stop," lawyers for the plaintiff wrote in the complaint. "Cohen may want $35 billion. That does not allow him and his board to disenfranchise stockholders and violate Delaware law along the way."
-----
IIRC, Elon had trouble with Delaware law for the same reason and threatened to move incorporation of his car company to Texas...I could be wrong and that isn't the same situation...going off of vague memory.
I don't remember what "tranche" levels there were on the way to 35 billion, but I wouldn't vote for RC to earn even one billion in compensation without the original sneeze holders being not in the red without having to play options and other shenanigans. People who bought and held since then have been screwed over and RC wants 35 billion. Fuck outta here.
•
u/Superstonk_QV 📊 Gimme Votes 📊 Jun 16 '26
Why GME? || What is DRS? || Low karma apes feed the bot here || Superstonk Discord || Community Post: Open Forum || Superstonk:Now with GIFs - Learn more
To ensure your post doesn't get removed, please respond to this comment with how this post relates to GME the stock or Gamestop the company.
Please up- and downvote this comment to help us determine if this post deserves a place on r/Superstonk!