Investor Presentaiton
Board's Limited Engagement with Hestia/Permit Was Not in Good Faith
Event
2019
Cooperation
Agreement
Selection
Process of Two
New Directors
•
•
•
.
•
•
Engagement
No Board member would speak directly to Hestia or Permit during settlement discussions. The Board insisted all discussions needed to be made through advisors
or by email.
The Company refused to include the stockholder representative as a potential appointee, despite Hestia and Permit's offer to agree to a two-year standstill.
On March 29, 2019, GameStop rushed to issue a press release stating that Hestia and Permit had rejected GameStop's settlement proposal, when in fact 30 minutes
beforehand, Hestia and Permit accepted GameStop's proposal.
In the interest of giving the new CEO time, Hestia and Permit agreed to have the Company pick 1 of their 3 candidates (excluding the stockholder representative) and
consultation rights with respect to the second director to be appointed.
No incumbent director would agree to step down at the 2019 annual meeting.
Of the remaining 3 candidates recommended by Hestia and Permit, the retail candidate was selected despite potentially greater need to add a director with turnaround
experience or gaming experience (our other two nominees).
Hestia and Permit were to have consultation rights over second independent director but were largely kept out of the process and presented only with the Company's
final selection (not multiple candidates).
Recent Board
Refreshment
No Attempt to
Avoid a Proxy
Contest
.
From May 2019-March 2020, Hestia and Permit repeatedly tried to push for further Board refreshment without having to wait for the next annual meeting.
•
After the Company lowered earnings guidance 3x in four months and then missed its 2019 forecast, Hestia and Permit encouraged the Board to add a stockholder
representative to improve the Company's credibility.
•
Board refused Hestia and Permit's offer to assist with the Board refreshment.
•
Hestia and Permit had very limited engagement with independent directors while under standstill.
•
Board refresh announced 3 days before our standstill expired.
•
The Board would not make any settlement proposal or accept even one stockholder joining the Board to avoid a proxy contest.
Only offer by the Board was to support the Board's slate.
restore
Source: 2020 definitive proxy statement submitted by Permit and Hestia.
GameStop
60
60View entire presentation