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eBay shareholders rejected a governance proposal at the company’s virtual annual meeting that would have lowered the threshold to call a special shareholder meeting from 20% to 10%.
The outcome directly affects GameStop CEO Ryan Cohen, who holds a stake of nearly 9% in eBay. At 10%, Cohen would have had the power to force a special shareholder meeting independently, without needing to build a wider coalition.
The standoff has produced conflict outside the boardroom as well. eBay suspended Cohen’s personal seller account shortly after the takeover bid surfaced. The ban has since been lifted, but the episode fueled a public feud with the company.
Proposal 4 Fails, Closing a Key Governance Path
Proposal 4 failed decisively. Preliminary voting results indicate that about 210 million shares voted against the measure, while roughly 157 million voted in favor. eBay’s board had recommended a vote against the proposal ahead of the meeting.
The result closes one of the governance paths Cohen had available. GameStop proposed acquiring eBay at $125 per share earlier this year. That price represented a 46% premium to eBay’s unaffected closing price on Feb. 4, 2026.
The bid comprised a mix of cash and GameStop stock, valuing the e-commerce company at roughly $56 billion. Nevertheless, eBay’s board rejected the offer as “neither credible nor attractive” and declined to enter negotiations.
Cohen has not held back in his criticism of eBay’s management. He has publicly challenged the company’s $2.4 billion marketing budgetarguing the spending has done little to improve core functionality. He has also described eBay as a well-run asset that management has failed to capitalize on.
The acquisition push has moved markets, too. GameStop stock jumped 9% when the bid first became public. That reflected how tightly investors connect Cohen’s ambitions to GameStop’s transformation narrative.
The broader stakes extend beyond both companies. A successful hostile bid would mark one of the more unusual corporate acquisitions in recent memory. It would see a video game retailer seeking to absorb a global e-commerce platform worth far more than itself.
A Possible GameStop Hostile Tender Offer?
With that governance option now closed, attention has turned to the possibility of a hostile tender offer. That approach would let Cohen take the bid directly to eBay shareholders, bypassing the board’s authority entirely. A tender offer would also test how eBay investors respond, independent of the board’s recommendation.
With formal governance routes now exhausted, a direct appeal to eBay’s shareholders remains Cohen’s most viable option. Whether he moves quickly or waits for better conditions may determine how far this confrontation goes.
The post GameStop and eBay Tensions Rise After Key Shareholder Vote Fails appeared first on BeInCrypto.
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