A GameStop shareholder has sued to halt a vote on CEO Ryan Cohen’s $35 billion pay package, arguing the company must provide fuller disclosures before investors decide on the award.
The proposed class action, filed Monday in Delaware Chancery Court, challenges the board’s handling of the shareholder vote set for July 7.
The complaint says GameStop repeatedly changed the rules around the vote before issuing a misleading proxy statement that could weaken the power of public shareholders.
At issue is whether Cohen can vote his 9.3% stake and how abstentions will be counted. The lawsuit says GameStop previously indicated that Cohen’s shares would be excluded and that unaffiliated stockholders would decide the outcome, before later reversing course in its proxy materials.
The complaint argues the changes could allow Cohen and other insiders to determine the outcome with limited support from public investors.
