GameStop drops Cohen’s $35B pay plan to focus on eBay acquisition
Investing.com -- GameStop Corp. said Tuesday its board has approved Chairman and CEO Ryan Cohen's request to withdraw a proposed CEO Performance Award from the company's proxy statement as the retailer shifts focus to its planned acquisition of eBay Inc.
The board initially approved the CEO Performance Award in January 2026, before GameStop decided to pursue the eBay deal. Cohen said he wants leadership to concentrate fully on GameStop's operating performance and the proposed transaction.
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 at $125 per share. The payment would consist of a combination of cash and GameStop common stock.
GameStop directly owns 4,343,725 shares of eBay common stock and holds put/call option transactions providing economic exposure to an additional 39,046,658 shares, which expire on February 23, 2028. On June 3, 2026, the Hart-Scott-Rodino antitrust waiting period condition was satisfied, allowing for physical settlement of those shares.
The $125 per share offer represented a 46% premium over eBay's stock price in early February when GameStop began purchasing shares and a 20% premium over the immediate Friday closing price. The payment structure proposed a 50-50 split of cash and GameStop common stock.
On May 12, 2026, eBay's Board of Directors rejected the bid, calling it "neither credible nor attractive." eBay Chairman Paul Pressler cited concerns regarding GameStop's financing mechanics, long-term growth viability, and the proposed leadership structure.
Cohen has publicly stated he may launch a hostile proxy fight and take the $125-per-share offer directly to eBay's shareholders if their board refuses to negotiate.
Cohen's proposed $35 billion performance-based pay package faced criticism over allegations of shareholder disenfranchisement, inadequate financial disclosures, and sudden changes to corporate voting procedures. The package was also the subject of a shareholder lawsuit.
GameStop said it plans to release additional materials regarding the proposed acquisition, including a presentation of the strategic rationale and operational plan for a combined company. An amended proxy statement has been filed with the Securities and Exchange Commission. GameStop's 2026 Annual Meeting of Stockholders is scheduled for July 7, 2026.
