GME 2018 Proxy Statement

PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider. We encourage you to read the entire proxy statement prior to voting. ANNUAL MEETING OF STOCKHOLDERS Date and Time: Tuesday, June 26, 2018 1:00 p.m., Central Daylight Time Location: Hilton Southlake Town Square 1400 Plaza Place, Southlake, Texas, 76092 Record Date: May 4, 2018 AGENDA AND VOTING RECOMMENDATIONS Business Items Board Voting Recommendation Page Reference 1. Election of Directors FOR Each Director Nominee 8 2. Advisory Vote on Executive Compensation FOR 22 3. Ratification of Appointment of Independent Registered Accounting Firm FOR 44 How to Cast Your Vote www.proxypush.com/gme Sign, date and return your proxy card or voting instruction form. (855) 847-1311 In person—You may vote your shares in person at the annual meeting. CORPORATE GOVERNANCE Highlights of the Company's corporate governance guidelines and related elements include the following: ● Size of Board: 10 Directors (1) ● Board Meetings Held in Fiscal 2017: 12 ● Number of Independent Directors: 8 ● Board Responsible for Risk Oversight ● Directors are Elected Annually ● Code of Conduct for Directors, Officers and Employees ● Board Contains a Lead Independent Director ● Equity Ownership Requirements for Directors and Officers ● Regular Executive Sessions with Independent Directors ● Anti-Hedging Policy ● Separate Chairman and CEO (1) ● Executive Compensation Tied to Performance Measures ● Average Age of Directors: 64 ● Claw-back Policy ● Mandatory Retirement Age: 72 ● Proxy Access Provisions in our Bylaws _____________________________________ (1) Our current Board includes nine directors due to the resignation of Michael Mauler as CEO and as a director on May 9, 2018. Dan DeMatteo is serving as interim CEO as well as Executive Chairman until the Board appoints a permanent CEO. 2018 Proxy Statement | 1