eBay shareholders rejected Proposal 4 at the company's virtual annual meeting, which would have lowered the threshold to call a special shareholder meeting from 20% to 10%. The outcome directly impacts GameStop CEO Ryan Cohen, who holds nearly 9% of eBay stock. At 10%, Cohen could have forced a special meeting independently. The proposal failed with approximately 210 million shares against and 157 million in favor. This closes one governance path for Cohen, who previously proposed GameStop acquire eBay for $125 per share, representing a 46% premium. eBay's board rejected the bid as "neither credible nor attractive." Cohen has publicly criticized eBay's $2.4 billion marketing budget and management's failure to capitalize on assets. With this governance route blocked, attention turns to the possibility of a hostile tender offer, allowing Cohen to approach shareholders directly. The broader stakes involve an unusual corporate acquisition where a video game retailer seeks to absorb a larger e-commerce platform.

Key facts

• eBay shareholders rejected Proposal 4 to lower special meeting threshold from 20% to 10%.
• GameStop CEO Ryan Cohen holds nearly 9% of eBay, just below the new threshold.
• Cohen proposed GameStop acquire eBay at $125 per share, but eBay board rejected it.
• Cohen publicly criticized eBay's $2.4 billion marketing budget and management.
• With governance route blocked, a hostile tender offer remains a possible next step.