Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
OnFebruary 23, 2021 ,GameStop Corp. (the "Company") andJames A. Bell , the Company's Chief Financial Officer, entered into a Transition and Separation Agreement (the "Transition Agreement"). The Transition Agreement provides forMr. Bell's resignation from employment with the Company following a transition period endingMarch 26, 2021 . Following such resignation and subject to his execution of a release,Mr. Bell will become entitled to the payments, rights and benefits associated with a "Good Reason" resignation under his employment agreement with the Company.Mr. Bell's employment agreement with the Company was previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with theSecurities and Exchange Commission (the "SEC") onMay 30, 2019 . During his remaining period of employment,Mr. Bell will continue to serve as the Company's Chief Financial Officer or, if the Company requests, as a Senior Adviser, to enable an orderly transfer of his duties to his successor. The foregoing description of the Transition Agreement is not complete and is qualified by reference to the full text of the agreement, a copy of which is filed herewith as Exhibit 10.1.
The Company has initiated a search for a permanent Chief Financial Officer. If a permanent replacement is not in place at the time thatMr. Bell ceases to be the Chief Financial Officer, then, effective at such time,Diana Saadeh-Jajeh , who is currently serving the Company's Senior Vice President and Chief Accounting Officer, will assume the additional role of interim Chief Financial Officer. Ms. Saadeh-Jajeh's biographical information is set forth in the Company's Current Report on Form 8-K filed with theSEC onJuly 2, 2020 , and such information is incorporated herein by reference. No family relationships exist between Ms. Saadeh-Jajeh and any of the Company's directors or other executive officers. There are no other arrangements between Ms. Saadeh-Jajeh and any other person pursuant to which Ms. Saadeh-Jajeh was selected as an officer, nor are there any transactions to which the Company is or was a participant and in which Ms. Saadeh-Jajeh has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
A copy of the Company's press release announcing
The information furnished herewith pursuant to this Item 7.01 of this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description 10.1 Transition and Separation Agreement, dated February 23 , 2021, between GameStop Corp. and James A. Bell . 99.1 Press release, dated February 23 , 2021. 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source