GameStop Corp. announced on Tuesday that its board has agreed to withdraw a previously proposed CEO Performance Award from the company's proxy filing at the request of Chairman and CEO Ryan Cohen. The decision comes as management directs attention to GameStop's bid to acquire eBay Inc.
The board had originally approved the CEO Performance Award in January 2026, prior to GameStop's decision to pursue the eBay transaction. According to the company, Cohen asked that the award be removed so that leadership can devote full attention to GameStop's operating performance and the proposed acquisition.
GameStop submitted a non-binding proposal to eBay's board on May 3, 2026, offering to buy all outstanding eBay common stock not already owned by GameStop for $125 per share. The proposed consideration would be a mix of cash and GameStop common stock, split roughly 50-50 under the company's outlined structure.
In addition to the public offer, GameStop directly owns 4,343,725 shares of eBay common stock. The company also holds put and call option transactions that provide economic exposure to an additional 39,046,658 shares; those option positions have an expiration date of February 23, 2028. GameStop noted that the Hart-Scott-Rodino antitrust waiting period condition was satisfied on June 3, 2026, clearing the way for physical settlement of those option-linked shares.
The $125-per-share proposal equated to a 46% premium relative to eBay's stock price in early February, when GameStop began accumulating shares, and a 20% premium compared with the most recent Friday closing price cited by GameStop. The company framed the transaction as a combination of cash and equity consideration.
On May 12, 2026, eBay's Board of Directors rejected the proposal, describing it as "neither credible nor attractive." eBay Chairman Paul Pressler pointed to concerns about GameStop's financing mechanics, the long-term growth prospects under the proposed plan, and the suggested leadership structure as reasons for the board's decision.
Cohen has publicly indicated he may pursue a hostile proxy fight and seek to present the $125-per-share offer directly to eBay's shareholders if eBay's board refuses to engage in negotiations.
The CEO Performance Award had been controversial. Critics raised issues alleging shareholder disenfranchisement, insufficient financial disclosure, and abrupt changes to corporate voting procedures. The proposed package was also the subject of a shareholder lawsuit.
GameStop said it intends to produce additional materials related to the acquisition proposal, including a presentation outlining the strategic rationale and operational plan for a combined company. An amended proxy statement reflecting the withdrawal of the performance award and the acquisition-related disclosures has been filed with the Securities and Exchange Commission. GameStop's 2026 Annual Meeting of Stockholders is scheduled for July 7, 2026.
Contextual summary
The withdrawal of the performance award removes a contested executive compensation item from the immediate proxy debate, allowing GameStop to concentrate communications and governance efforts around its proposed transaction with eBay and related shareholder outreach.