Ryan Cohen’s Massive $35 Billion Pay Deal Draws Shareholder Lawsuit

A GameStop shareholder has taken the company to court in an effort to delay a July vote on Ryan Cohen’s proposed $35 billion pay package, arguing investors aren’t getting the full story before being asked to approve it, according to Yahoo Finance. 

The lawsuit accuses GameStop’s board of repeatedly changing the voting process in ways that could tilt the outcome toward management. Among the disputed changes are whether Cohen can vote his own sizable stake and how non-votes are treated when tallying results.

At the center of the fight is a compensation plan that could make Cohen one of the highest-paid executives in history—assuming GameStop reaches a series of extremely ambitious financial targets. Critics say the bigger issue isn’t the payout itself, but the company’s shifting explanations of how the vote will work.

The complaint alleges GameStop initially suggested independent shareholders would effectively decide the proposal, only to later adopt a framework that gives insiders far more influence over the result. According to the plaintiff, that could allow the package to pass even if most ordinary investors aren’t on board.

The complaint says: “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. Cohen may want $35 billion. That does not allow him and his board to disenfranchise stockholders and violate Delaware law along the way.”

“I obviously want to build something much larger, but I don’t benefit unless shareholders benefit,” Cohen had said in a recent CNBC interview. 

In other words, shareholders are being asked to sign off on a potentially record-setting payday while still trying to figure out which rules apply—a situation the lawsuit argues is no accident.