EBay shareholders voted down a proposal that would have made it easier for activist investors to call a special meeting, closing off a potential avenue for GameStop CEO Ryan Cohen to push for changes. Proposal 4, which aimed to lower the threshold for calling a special shareholder meeting from 20% to 10%, failed by a margin of roughly 157 million votes in favor to 210 million against.
What Proposal 4 would have done
The measure would have cut the ownership requirement to trigger a special meeting in half. That shift mattered because Cohen holds nearly a 9% stake in eBay. At a 10% threshold, he could have forced a meeting on his own. The board had recommended voting against the proposal, arguing it could destabilize governance. With the defeat, Cohen would need to rally other shareholders to reach the current 20% bar.
The GameStop connection
Cohen's interest in eBay is no secret. Earlier in 2026, GameStop proposed acquiring eBay at $125 per share — a 46% premium over eBay's unaffected closing price on Feb. 4. The cash-and-stock offer valued eBay at roughly $56 billion. eBay's board rejected it outright, calling it 'neither credible nor attractive' and refused to enter negotiations. GameStop's stock jumped 9% when the bid became public.
Cohen has also publicly criticized eBay's spending. He pointed to the company's $2.4 billion marketing budget, arguing it hasn't improved core functionality. That kind of public pressure, combined with his stake, had fueled speculation he might use a special meeting to push for board changes or a sale.
A suspended account and a lifted ban
The situation grew more personal after the takeover bid surfaced. eBay suspended Cohen's personal seller account on the platform. The ban was later lifted, but the episode added tension between the two companies. eBay's decision to target Cohen's account — a unusual move against a major shareholder — raised questions about how far the board would go to resist his influence.
With the governance route blocked, attention has turned to a more aggressive tactic. GameStop could launch a hostile tender offer, bypassing the board entirely and taking the proposal directly to shareholders. That option doesn't require a special meeting. It would mean convincing eBay's investors to sell their shares at a set price, potentially forcing a deal the board doesn't want. No formal offer has been announced, but the vote's outcome makes that path more likely.
