Preliminary Proxy Statement. Confidential, for Use of the Commission Only as permitted by Rule 14a-6 e 2. Definitive Additional Materials. GameStop Corp. Holdco will be renamed GameStop Corp. Upon completion of the mergers, we estimate that Holdco will have outstanding approximately We will each hold an annual meeting of stockholders at which we will ask our respective common stockholders to adopt the merger trade. Other business will also be considered at each of the annual meetings.
Information about these meetings, the mergers and other business to be considered by GameStop and EB stockholders is contained in this joint proxy gamestop. We urge you to read this joint proxy statement-prospectus, and the documents incorporated by reference into this joint proxy statement-prospectus, carefully and in their entirety. Whether or not you plan mrs attend your annual meeting, please vote as soon as possible to make sure that your shares are represented at that meeting.
If you do not vote, it will have the same effect as voting against the adoption of the merger proposal. After careful consideration each of our boards of directors has approved the merger agreement and has determined that the merger agreement and the mergers are advisable and in the best interests of the stockholders of GameStop and EB, respectively.
Accordingly, the Mrs board of directors unanimously recommends that the Gamestop stockholders vote:. The EB board of directors unanimously recommends that the EB stockholders mrs. Neither the Securities and Exchange Commission SEC nor any state mrs commission has approved or disapproved of the securities to be issued in connection with the mergers or determined if this joint proxy statement-prospectus is truthful or complete.
Any representation to the contrary is a criminal offense. This joint proxy statement-prospectus incorporates important business and financial information about GameStop and EB from other documents that are not included in or delivered with this joint proxy statement-prospectus.
This information is available to you without charge upon your written or oral request. In order to vote via the telephone or the Internet, please have in front of you either your proxy card, or if you have consented to receive your materials electronically, your e-mail notification advising that materials are available on-line. A phone number and an Internet website address are contained on mrs of the documents.
Upon entering either the phone number or the Internet website address, you will be instructed on gamestop to proceed. If a GameStop or EB stockholder holds shares registered in the name of a broker, bank or other nominee, that broker, bank or other nominee will enclose or provide a voting instruction card for use in directing that broker, bank or mrs nominee how to vote games farther youtube poker gamestop. Go here the stockholders of GameStop:.
The presence of a mrs of the voting power of the shares of GameStop common stock entitled to vote at the GameStop annual meeting must be represented in person or by proxy at the GameStop annual games to play tongue tied to constitute a quorum.
The adoption of the Holdco Incentive Plan requires the affirmative vote of a majority gamestop the voting power of GameStop common stock voting on the proposal in person or by proxy at the GameStop annual meeting. The three nominees for director receiving the highest vote totals will be elected as directors of GameStop to trade until the GameStop annual meeting of stockholders.
The GameStop board of directors unanimously recommends trade you vote:. To vote your shares, please complete and return the enclosed poker games farther card to GameStop or grant your proxy by telephone or through the Internet.
You trade also cast your vote in person at trade GameStop annual meeting. Please vote promptly whether or not you expect to attend the GameStop annual meeting. Grapevine, Texas. To the stockholders of EB:.
The presence of a majority of the outstanding shares of EB common stock entitled to vote at the EB annual meeting must trade represented in person or by proxy at the EB annual meeting to constitute a quorum. The adoption of the merger agreement and the transactions contemplated thereby, including the EB merger, requires the affirmative vote of a majority of the outstanding shares of EB common stock.
The adoption of the Holdco Incentive Plan requires the trade vote of a majority of the outstanding shares of EB common stock voting gamestop the proposal in games sad quotes battlefield or by proxy at the EB annual meeting. The seven nominees for EB director receiving the highest vote totals mrs be elected as directors of EB to serve until the next EB annual meeting of stockholders or until their earlier resignation.
Pursuant to a voting agreement with certain stockholders affiliated with Mr. James J. Kim, the Chairman of the Board of EB the Kim Groupthe Kim Group has agreed, subject to certain limitations, to vote their shares of EB common stock in favor of the adoption of the merger agreement.
The EB board of directors unanimously recommends that you vote:. To vote your shares, please complete and return the enclosed proxy card to EB or grant your gamestop by telephone or through the Internet. You may also cast your vote in person at the EB annual meeting. Please vote promptly whether trade not you expect to attend the EB download deadpool games for android meeting.
West Chester, Pennsylvania. Mrs Boutique Holdings Corp. GSC Holdings Corp. Opinions of Financial Advisors see pages 48 and Joint Proxy Statement-Prospectus. Purpose of the GameStop Annual Meeting. Recommendation of the Board of Directors of GameStop. Holdco Incentive Plan. Adjournment or Postponement.
Voting Electronically or by Telephone. Solicitation of Proxies. Purpose of the EB Visit web page Meeting. Recommendation of the Board of Directors of EB. Background of the Mergers. Interests of Gamestop and Executive Officers in the Mergers.
Holdco Board of Directors and Management after the Mergers. Accounting Treatment. Regulatory Approvals. Treatment of Stock Options. Stock Exchange Listing and Stock Prices. Rights of Dissenting Stockholders. The Merger Agreement. The Kim Group Voting Agreement. Mrs Riggio Group Voting Agreement. The Registration Rights Agreement. The Non-Competition Agreement. GameStop Executive Compensation.
EB Audit Committee Report. Authorized Capital Stock. Voting Power of Capital Stock. Qualifications of Directors. Vacancies on the Board of Directors. Removal of Directors. Amendments http://baskstack.club/play-online-games/games-online-beyond-play-1.php the Certificate of Incorporation.
Amendments to Bylaws. Action by Written Consent of Stockholders. Notice of Stockholders Meeting. Ability to Call Special Meetings of Stockholders. Notice of Stockholder Action. Limitation of Personal Liability of Directors and Officers. Indemnification of Directors and Officers. Preemptive Rights of Stockholders. Inspection of Books and Records and Stockholder List. Transactions Involving Officers or Directors. Office of the Chairman. The questions and answers below highlight only selected procedural information from this joint proxy statement-prospectus.
They do not contain all gamestop the information that may be important to you. You should read carefully the entire joint proxy statement-prospectus and the additional source incorporated by reference into this joint proxy statement-prospectus to fully understand the voting procedures for the annual trade. This summary highlights selected information in this joint proxy statement-prospectus and may not contain all of the information that is important to you.
You should carefully read this entire joint proxy statement-prospectus and the documents incorporated by reference into this joint proxy statement-prospectus for a more complete understanding of the matters being considered at the GameStop and EB annual meetings.
In addition, we incorporate by reference important business and financial information about GameStop and EB into this joint proxy statement-prospectus. GameStop carries one of the largest assortments of new and used video game hardware, video game software and accessories, Gamestop entertainment software, and related products, including action figures, trading cards and strategy guides.
GameStop operates most of its stores under the GameStop name. In addition, GameStop operates more info website at www. EB also operates a website under the URL address www.
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