Exhibit 99.11
GAMESTOP CORP.
PROXY FOR 2005 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of GAMESTOP CORP., a Delaware corporation (the
"Company" or "GameStop"), hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement of the Company, each dated _____ __,
2005, and hereby appoints R. Richard Fontaine and Daniel A. DeMatteo, and each
of them, proxies and attorneys-in-fact, with full power to each of substitution,
on behalf and in the name of the undersigned, to represent the undersigned at
the 2005 Annual Meeting of Stockholders of the Company, to be held on
__________, ________ __, 2005, at __:__ p.m., Central Standard time, at the
____________________________________, and at any adjournment or adjournments or
postponement or postponements thereof, and to vote all shares of the Company's
Class A Common Stock and/or Class B Common Stock that the undersigned would be
entitled to vote if then and there personally present, on the matters set forth
on the reverse side.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ADOPTION OF THE AGREEMENT AND PLAN OF MERGER,
DATED AS OF APRIL 17, 2005 (THE "MERGER AGREEMENT"), BY AND AMONG GAMESTOP,
GAMESTOP, INC., GSC HOLDINGS CORP. ("HOLDCO"), EAGLE SUBSIDIARY LLC, COWBOY
SUBSIDIARY LLC AND ELECTRONICS BOUTIQUE HOLDINGS CORP. ("EB"), INCLUDING THE
MERGERS OF SEPARATE SUBSIDIARIES OF HOLDCO WITH AND INTO GAMESTOP AND EB AND THE
OTHER TRANSACTIONS CONTEMPLATED THEREBY, FOR THE AMENDMENT TO GAMESTOP'S
CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE PAYMENT OF THE MERGER
CONSIDERATION TO GAMESTOP'S STOCKHOLDERS AS CONTEMPLATED BY THE MERGER
AGREEMENT, AND FOR THE AMENDMENT TO THE GAMESTOP AMENDED AND RESTATED 2001
INCENTIVE PLAN TO PROVIDE FOR THE ISSUANCE OF CLASS A COMMON STOCK OF HOLDCO
UNDER THE PLAN IN LIEU OF GAMESTOP CLASS A COMMON STOCK; AND FOR THE ADOPTION OF
THE HOLDCO 2005 INCENTIVE PLAN; AND FOR THE ELECTION OF THE GAMESTOP NOMINEES
FOR DIRECTOR NAMED IN THIS JOINT PROXY STATEMENT-PROSPECTUS; AND FOR THE
RATIFICATION OF BDO SEIDMAN, LLP AS GAMESTOP'S REGISTERED INDEPENDENT PUBLIC
ACCOUNTING FIRM FOR GAMESTOP'S FISCAL YEAR ENDING JANUARY 28, 2006.
GAMESTOP CORP.
P.O. BOX 11183
NEW YORK, N.Y. 10203-0183
A majority of such proxies or substitutes as shall be present and shall
act at the meeting or any adjournment or adjournments thereof (or if only one
shall be present and act, then that one) shall have and may exercise all of the
powers of said proxies hereunder.
(Continued and to be signed and dated on the other side.)
GAMESTOP CORP.
YOUR VOTE IS IMPORTANT
VOTE BY INTERNET / TELEPHONE
24 HOURS A DAY, 7 DAYS A WEEK
INTERNET
HTTPS://WWW.PROXYVOTENOW.COM/GME
- - Go to the website address listed above.
- - HAVE YOUR PROXY CARD READY.
- - Follow the simple instructions that appear on your computer screen.
OR
TELEPHONE
1-866-407-4408
- - Use any touch-tone telephone.
- - HAVE YOUR PROXY CARD READY.
- - Follow the simple recorded instructions.
OR
MAIL
- - Mark, sign and date your proxy card.
- - Detach your proxy card.
- - Return your proxy card in the postage-paid envelope provided.
Your telephone or internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned the proxy card. IF YOU
HAVE SUBMITTED YOUR PROXY BY TELEPHONE OR THE INTERNET THERE IS NO NEED FOR YOU
TO MAIL BACK YOUR PROXY.
1-866-407-4408
CALL TOLL-FREE TO VOTE
* DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET *
SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
[X]
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK.
FOR AGAINST ABSTAIN
1. Proposal to (i) adopt the Merger [ ] [ ] [ ]
Agreement, including the transactions
contemplated thereby, (ii) approve the
amendment to GameStop's certificate of
incorporation, and (iii) approve the
amendment to the GameStop Amended and
Restated 2001 Incentive Plan.
2. Proposal to adopt the GSC Holdings Corp. [ ] [ ] [ ]
2005 Incentive Plan.
3. ELECTION OF DIRECTORS:
FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
listed below. for all nominees listed
below.
Nominees: 01 Daniel A. DeMatteo, 02 Leonard Riggio and 03 Gerald R. Szczepanski
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
*Exceptions________________________________________________________
FOR AGAINST ABSTAIN
4. Proposal to ratify the appointment of [ ] [ ] [ ]
BDO Seidman, LLP as GameStop's
registered independent public accounting
firm for the fiscal year ending January
28, 2006.
In their discretion, the proxies are authorized to vote upon such matters which
may properly come before the meeting or any adjournment or adjournments or
postponement or postponements thereof.
To change your address, please mark this box. [ ]
To include any comments, please mark this box. [ ]
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SCAN LINE
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(This Proxy should be dated, signed by the stockholder(s) exactly as his or her
name appears hereon, and returned promptly in the enclosed envelope. Persons
signing in a fiduciary capacity should so indicate. If shares are held by joint
tenants or as community property, both stockholders should sign.)
- -----------------------------------------------------
Date Share Owner sign here
- -----------------------------------------------------
Co-Owner sign here