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Full article -- A GameStop Corp. investor filed a lawsuit Monday seeking to stop a shareholder vote on a $35 billion pay package for Chief Executive Officer Ryan Cohen until the company provides proper disclosures, as reported on Tuesday by Bloomberg. The proposed class action, filed in Delaware's Chancery Court, challenges the board's decision to grant Cohen stock option awards that could result in a multibillion-dollar payout if certain aggressive milestones are achieved. Shareholders are scheduled to vote on the compensation package on July 7. The lawsuit claims GameStop's board repeatedly changed the procedures around the shareholder vote before issuing a misleading proxy statement designed to suppress turnout by public investors. The changes included whether Cohen can vote his 9.3% stake and how to count abstentions. "GameStop's audacious attempts to reduce the power of its disinterested shareholders — in contrast to its prior public statements and in disregard of its Certificate of Incorporation — must stop," lawyers for the plaintiff wrote in the complaint. "Cohen may want $35 billion. That does not allow him and his board to disenfranchise stockholders and violate Delaware law along the way." The proposed pay package would compensate Cohen with $35 billion if the company reaches a $100 billion market capitalization and $10 billion in earnings before interest, tax, depreciation and amortization. "I obviously want to build something much larger, but I don't benefit unless shareholders benefit," Cohen recently said in a CNBC interview. The lawsuit states the company issued a press release indicating the vote would exclude Cohen's shares and that "unaffiliated stockholders" would decide the result. The board then reversed course and issued a proxy statement that mischaracterized what it had done, according to the complaint. The moves will allow Cohen and other insiders to determine the outcome with only about 15% support from public investors, the complaint states. Cohen initially invested in GameStop in 2020, joined the board in 2021, and became chairman later that year. He took over as CEO in 2023 and is now the single largest stockholder.

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