A GameStop shareholder lawsuit seeks to block the July 7 vote on Ryan Cohen's stock options, alleging the proxy omitted details on vesting terms and an eBay bid.
A GameStop (GME) shareholder filed a lawsuit in Delaware Chancery Court on Monday, seeking to halt the July 7 shareholder vote on a stock-option grant for CEO Ryan Cohen. The complaint alleges the company's proxy statement omitted material information about the compensation plan, which could award Cohen shares worth roughly $180 million based on current prices.
The suit, brought by investor Michael Vanover, claims GameStop failed to disclose that Cohen's options were structured to vest based on the stock's closing price, not an average over a period, making the target easier to hit. The proxy statement also did not mention that Cohen had submitted a bid to acquire the online marketplace eBay, the complaint says, a fact that could affect how shareholders evaluate his focus and the grant's justification.
GameStop's board approved the option grant in March, awarding Cohen the right to buy 20 million shares at $20.64 each, roughly the stock price at the time. The shares have since more than doubled, putting the grant deep in the money. The company's proxy describes the package as a retention and incentive tool tied to performance.
Vanover's lawyers argue the missing disclosures violate securities law and that shareholders cannot make an informed vote without them. The suit asks the court to order GameStop to issue a corrected proxy statement and reschedule the vote. A hearing has not yet been set.
The lawsuit adds a layer of uncertainty to a vote that was already drawing attention. Cohen, who built the meme-stock revival around cost cuts and a shift to digital sales, has not publicly commented on the eBay bid. GameStop said in a statement that it believes the claims are without merit and will defend against them.
GameStop shares fell 2.8% on the news, paring gains from a rally that began after the company disclosed a $4 billion cash position and plans to invest in bitcoin. The stock still trades well above the option strike price, meaning the grant's value to Cohen depends on the vote outcome and any court action.
The case is Vanover v. GameStop Corp., C.A. No. 2025-0611, Delaware Chancery Court.
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