GME 2018 Proxy Statement

Meetings and Committees of the Board The Board met 12 times during fiscal 2017. All directors except Mr. Raines, who was a director until his resignation on January 31, 2018, attended 75% or more of the aggregate of all of the meetings of the Board and the committees thereof on which they served during fiscal 2017. The Board has three standing committees: anAudit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Audit Committee The Audit Committee assists the Board in fulfilling its oversight responsibility and reviews: • The adequacy and integrity of the Company’s financial statements, financial reporting process and internal system of accounting controls; • The appointment, termination, compensation, retention and oversight of the independent registered public accountants; • The scope of the audit performed by the independent registered public accounting firm of the books and records of the Company; • The internal audit function and plan; • The Company’s compliance with legal and regulatory requirements; • The Company’s Code of Business Conduct and Ethics; and • With management and the independent auditor any related party transactions and approves such transactions, if any. In addition, the Audit Committee has established procedures for the receipt, retention and treatment of confidential and anonymous complaints regarding the Company’s accounting, internal accounting controls and auditing matters. The Board has adopted a written charter setting out the functions of the Audit Committee (the “Audit Committee Charter”), a copy of which is available on the Company’s website at http://investor.gamestop.com and is available in print to any stockholder who requests it in writing to the Company’s Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. As required by the Audit Committee Charter, the Audit Committee will continue to review and reassess the adequacy of the Audit Committee Charter annually and recommend any changes to the Board for approval. The current members of the Audit Committee are Stephanie M. Shern (Chair), Shane S. Kim, Kathy P. Vrabeck and Lawrence S. Zilavy, all of whom are “independent” directors under the listing standards of the NYSE. The Board has determined that Mrs. Shern and Mr. Zilavy have the requisite attributes of an “audit committee financial expert” as defined by regulations promulgated by the SEC and that such attributes were acquired through relevant education and/or experience. Mrs. Shern is not seeking reelection and will be retiring from the Board at the end of her current term in June 2018. We intend to designate Mr. Zilavy as the Audit Committee Chair in June 2018. In addition tomeeting the independence standards of theNYSE, eachmember of theAudit Committee is financially literate andmeets the independence standards established by the SEC. The Audit Committee met 9 times during fiscal 2017. Compensation Committee The Compensation Committee is primarily responsible for: • Annually reviewing and approving corporate goals and objectives relevant to the Executive Chairman and the Chief Executive Officer compensation, evaluating the Executive Chairman’s and the Chief Executive Officer’s performance and, either as a committee or together with the other independent directors of the Company (as directed by the Board), determining and approving the Executive Chairman’s and Chief Executive Officer’s compensation level based on this evaluation; • Working together with the Executive Chairman and Chief Executive Officer, annually reviewing and approving, for the other Named Executive Officers and other executive officers, the annual base salary level, the annual incentive opportunity level, the long-term incentive opportunity level, employment agreements, severance arrangements, and change of control agreements/provisions, in each case as, when and if appropriate, and any special or supplemental benefits; • Working together with the Executive Chairman and Chief Executive Officer, annually reviewing and making recommendations to the Board with respect to the compensation programs and policies applicable to the Company’s officers and directors, including incentive-compensation plans, equity-based plans and severance and retirement plans; • Engaging executive compensation advisers, if desired, to assist the Compensation Committee in conducting its duties; • Administering our GameStop Corp. Amended and Restated 2011 Incentive Plan (the “2011 Incentive Plan”) and our Fourth Amended and Restated 2001 Incentive Plan (the “2001 Incentive Plan”); and • Producing an annual report on executive compensation for inclusion in the Company’s proxy statement. 14 | 2018 Proxy Statement