As we were flipping through the proxy that GameStop (GME) filed yesterday afternoon, we spotted an interesting disclosure about one of its directors, Leonard Riggio, who also happens to be Chairman of Barnes & Noble (BKS). The proxy noted that Riggio had decided not to stand for re-election when GameStop’s board meeting is held next month. Yesterday, GameStop also filed this 8-K reiterating that detail, but provided no other details on his decision.
But that’s not the really interesting part. Directors come and go all the time and Riggio, 70, clearly has many other things on his plate, like The Dia, which happens to be close to footnoted world headquarters. Not to mention his role at Barnes & Noble at a time when giant book store chains aren’t exactly flourishing.
The part we found interesting was where GameStop talked about director attendance at its 12 meetings last year. In most proxies, this is usually pretty standard boilerplate that says the directors attended at least 75% of all meetings (an aside: I’m not sure why an attendance rate of 75% is considered good enough, but that’s just the way it seems to work at most public companies). But for Riggio, the proxy noted that he was unable to attend at least 75% of the meetings because “medical reasons prevented (his) attendance”.
Whoa! We thought. Too sick to attend the meetings of a company that he had been intimately involved in? The bio in the proxy notes that Riggio “was the Chairman of the Board of GameStop or its predecessor companies from November 1996 until GameStop’s initial public offering in February 2002.” So we went off in search of a similar disclosure in Barnes & Noble’s filings and we couldn’t find anything that mentioned Riggio having medical issues. It definitely made us wonder why GameStop would put that out there without first making sure that there was similar disclosure in Barnes & Noble’s filings.
Then again, maybe Riggio wasn’t sick after all and the “medical reasons” cited in the GameStop proxy had more to do with the time-consuming proxy fight last fall with billionaire investor Ron Burkle. After all, even corporate chiefs need mental health days every now and then. Back when I worked as a reporter in Florida, the night cops reporter used to call in sick from time to time and joke around with his friends that he had the Vazquez Flu (his last name was Vazquez). Which made us wonder: could it be that Riggio really had the Burkle flu?
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