Info: Shareholder Registration and Voting
Preface: This was written by a good friend of mine who has over 10 years’ experience working at Computershare. In case you did not know, Computershare is GameStop's stock transfer agent.
Let’s begin:
I wanted to take a moment to help clarify some things for the smooth brained apes, you might even gain a wrinkle or two! This is not financial advice, DD, FUD or anything other than information to help bring apes up to speed as to how voting and shareholding works in the backend.
What are the different types of shareholders and what is the golden source?
Computershare is GME’s selected transfer agent and as such they hold the share register, which is the single version of the truth showing 70,771,778 shares issued and outstanding and who they belong to.
There are 2 type of shareholders – registered and book-entry only shareholders.
Registered shareholders are issued shares via treasury order through Computershare. They have share certificates issued in their name and have to go through hoops to transfer (Medallion Guarantee) or sell them (Return to Treasury). These types of shareholders are part of Computershare’s list, this is not you.
Book-entry shareholders are retail investors and those not issued shares directly from treasury (THIS IS YOU!). The shares of book-entry shareholders are held by DTC in the registered name of Cede & Co. See page 15 of the Registration Statements S-3ASR filing here (https://news.gamestop.com/node/18346/html)
What are majority shareholders?
Issuers are obligated to disclose shareholders who beneficially own more than 5% of the registered shares in their Information Circular, which they have done. What you don’t see is Cede & Co. This is because even though Cede & Co is on the registered list as a large shareholder, they are not the beneficial owner, but on the list itself they have the largest holding. Majority shareholders are listed on page 26 of the Proxy Statement here (https://news.gamestop.com/node/18846/html)
What about the AGM resolutions?
The AGM resolutions they have are standard. All Issuers vote on 4 things at their AGM:
- Board of Directors
- Director remuneration
- Appointment of Auditors
- AOB
This is normal and nothing out of the ordinary. If there were any special resolutions it would have been an Annual General and SPECIAL Meeting, this isn’t it. The AGM needs to take place within a certain period of the fiscal year end, a Special meeting doesn’t.
I read that someone was disappointed that they didn’t put forward a resolution for a crypto-dividend or a stock split, but it doesn’t work that way. Shareholders don’t vote on these Corporate Actions. There are some Corporate Actions that require a shareholder vote but these are not it and it has to be at a Special or Extraordinary meeting, not the AGM.
Can I vote?
You are entitled to a vote but this works differently for registered and book-entry only holders. Registered holders receive a proxy, book-entry holders receive a voting instruction form (VIF) from either Broadridge (very likely, although they may be using a different company) or their broker.
Broadridge? Yes, Broadridge in most instances. They handle shareholder communications on behalf of DTC / Cede & Co. You should receive a VIF from your broker or the company handling the voting on behalf of DTC.
Again, you are a book-entry holder and will NOT receive a proxy, the below will NOT apply to you, you need a Voting Instruction Form (VIF):
But there are more book-entry shares than are on the register?
Yes, but DTC / Cede & Co will only be able to vote the number of shares shown on Computershare’s register, no more.
So how do I vote?
Contact your broker. Do not contact GME Investor Relations, Computershare or Broadridge, they have no record of you being a shareholder and no idea who you are, you’ll just waste everyone’s time. There are more than enough majority registered shareholders to meet quorum and pass the resolutions, provided that they all vote their shares.
Can I vote in person?
Not likely. The only holders entitled to vote in person at the AGM are registered holders, meaning they have received a proxy and are on Computershare’s list of registered shareholders.
So the share recall…?
It has nothing to do with the logistics of voting at the AGM, the record date has passed. If you were not a shareholder as of April 15 then you don’t get a vote, simple. It was up to the brokers and DTC to ensure they would receive enough voting rights from Computershare to be able to provide all the book-entry holders with their right to vote.
Edit: there are some asset managers named majority shareholders (i.e. BlackRock or Vanguard), this means that they have received shares via treasury order. If you hold shares with them, then your shares are likely not held through Cede & Co. and they would have done their own reconciliation of shares held on behalf of investors vs the voting rights allocated for the meeting (aka the recall). Essentially, they cut out Cede & Co as the middle man. You will still not receive a proxy and will need a VIF from your broker.
TL;DR: You are a book-entry only holder and not part of GME’s registered list of shareholders, contact your broker if you want to vote. AGM is standard, not a catalyst. This does however clarify that if GameStop were to issue a dividend (crypto or not) they can do it without the need for shareholder approval. They could announce it at any time.
Thank you for your for listening and learning!
HODL 💎✋
Posted Apr 23, 2021, 10:09 AM UTC · edited