eBay shareholders rejected a governance proposal at the company’s virtual annual meeting that would have lowered the threshold for calling a special shareholder meeting from 20% to 10%.
The outcome directly affects GameStop CEO Ryan Cohen, who owns a roughly 9% stake in eBay. With 10%, Cohen had the ability to force a special shareholder meeting independently, without the need to build a broader coalition.
The confrontation 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 It sparked a public dispute With the company.
The fourth proposal failed, closing a key governance pathway
Proposition 4 failed decisively. Preliminary voting results indicate that about 210 million shares voted against this measure, while about 157 million shares voted in favor of it. eBay’s board of directors had recommended voting against the proposal before the meeting.
The result closes one of the paths of judgment available to Cohen. GameStop He proposed an eBay acquisition At $125 a share earlier this year. This price represents a 46% premium over the unaffected eBay closing price on February 4, 2026.
The offering consisted of a mix of cash and GameStop shares, valuing the e-commerce company at about $56 billion. However, eBay’s board of directors He declined the offer He described it as “neither credible nor attractive” and refused to enter into negotiations.
Cohen did not back down from his criticism of eBay’s management. He openly challenged the company Marketing budget: $2.4 billionArguing that the spending did little to improve basic functions. He also described eBay as a well-managed asset that management had failed to capitalize on.
The acquisition drive has moved markets as well. GameStop The stock jumped 9% When the show first became public. This reflects the extent to which investors linked Cohen’s ambitions to GameStop’s turnaround narrative.
The broader risks extend beyond the two companies. A successful hostile bid would represent one of the most unusual corporate takeovers in recent memory. You might see a video game retailer looking to absorb a global e-commerce platform that’s worth much more than itself.
Possible hostile bid offer for GameStop?
With this management option now closed, attention has turned to the possibility of a hostile tender offer. This approach would allow Cohen to make the offer directly to eBay shareholders, bypassing the board’s authority entirely. The tender offer would also test how eBay investors respond, independent of the board’s recommendation.
With formal management methods now exhausted, a direct appeal to eBay shareholders remains the most viable option for Cohen. Whether he moves quickly or waits for better conditions, this may determine how far this confrontation will go.
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