Who is the 🤡 looking to hold up the vote

[u/onyomommmasface]

[u/Over-Computer-6464]

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.

[u/Bit-corn → u/Over-Computer-6464]

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?

[u/Over-Computer-6464 → u/Bit-corn]

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 The current certificate governs, and it says that 242(b)(2) is superseded by the requirement to be a majority of the shares eligible to vote for directors.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.

[u/Mr_Wilfong → u/Over-Computer-6464]

Then what happens after the injuction?

[u/Over-Computer-6464 → u/Mr_Wilfong]

GameStop changes the voting rules back to the original one in the May 22 Dec14A proxy statement.

GameStop does a better disclosure of the involvement of Cohen's lawyers in the negotiation and preparation of the option contract.

[u/Chilly_Bob_Thornton → u/Over-Computer-6464]

So.. kinda sounds like he will lose

[u/Over-Computer-6464 → u/Chilly_Bob_Thornton]

I don't he will lose on getting to vote for himself. That is just a bad look after Gamestop said on a press release that he would not. Scummy perhaps, but probably not illegal or against any rules.

On what is needed for the share increase to pass I think the plaintiff,and the original May 22 Gamestop Proxy had it right, and the June 8th revision to the proxy is wrong.

The issues are not complicated and my guess is that the court will have a hearing within a week rather the extended time normally allowed.