Investor Presentaiton
Permit and Hestia Are Long-Term, Committed Stockholders Who Tried to Resolve
the Current Proxy Contest Amicably
WE ATTEMPTED TO AVOID A PROXY FIGHT WITH A SETTLEMENT
■ On April 19, 2019, GameStop entered into a Cooperation Agreement with Hestia-Permit
■ GameStop agreed to appoint a new independent director from among the group of candidates identified by Hestia-Permit,
as well as an additional independent nominee approved by Hestia-Permit, resulting in the appointment of Lizabeth Dunn
and Raul Fernandez to the Board
Despite appointing Lizabeth Dunn and Raul Fernandez to the Board in 2019, Hestia-Permit are waging an unnecessary
proxy fight in 2020
■ Hestia-Permit asked Lizabeth Dunn to join their slate of nominees this year. She declined to do so because she supports
the current Board and the Company's strategic direction
■ In March 2020, the Board completed a comprehensive search process and appointed three more highly qualified board
members - all of whom have deep requisite skills and experiences
■ In April 2020, the Board made a another, good-faith effort to avoid a proxy fight and settle with Hestia-Permit to avoid
wasting valuable shareholder capital
■ Hestia-Permit refused any settlement that did not include the appointment of Hestia's managing partner, Kurt Wolf to the
Board and now seek to replace two of our experienced and highly qualified independent directors with their two unqualified
nominees (including Mr. Wolf)
FALSE
GameStop
POWER TO THE PLAYERS
Permit/Hestia entered into a Cooperation Agreement in early
2019 with the belief that the Board would honor its commitment
to work constructively with us on further Board refreshment.
Instead, the Board added Mr. Fernandez without our
involvement. To this day, we have never spoken or
communicated with Mr. Fernandez.
Ms. Dunn informed us in February 2020 that she expected to be
re-nominated to the Board. There was no reason to ask Ms.
Dunn to join our slate of nominees this year.
In March 2020, after the Board announced a refreshment, we
called upon the Board to add just one stockholder to the Board
to avoid a proxy contest. In March and April 2020, the Board
never formally proposed any settlement to avoid a proxy contest,
other than to support their slate and talk to us next year.
The Board has chosen to spend more than $1.6 million fighting to
keep two underperforming, long-tenured, lame-duck directors.
restore
Source: Company's public filings.
GameStop
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