GME 2018 Proxy Statement

Compensation Discussion and Analysis Executive Summary Introduction The Compensation Committee believes that our senior executives should be compensated commensurate with their success in maintaining the growth, profitability, cash flow and high level of performance necessary for GameStop to produce ongoing and sustained value for our stockholders. During the past few years, our vision was to expand our business from the world's largest specialty retailer of physical video game products to a global family of specialty retail brands, to continue to grow sales of digital products, to expand the sales of collectible products through our video game stores and www.thinkgeek.com , to increase the number of our pop culture-themed stores and to strategically grow our Technology Brands segment to further diversify our revenue streams. The Compensation Committee developed and recommended the fiscal 2017 compensation program to support this mission. This Compensation Discussion and Analysis covers the fiscal 2017 compensation for the following Named Executive Officers ("NEOs"), as determined under SEC rules (titles below reflect executives' roles as of the end of fiscal 2017): Name Title J. Paul Raines (1) Former Chief Executive Officer Daniel A. DeMatteo (2) Executive Chairman and Interim Chief Executive Officer Robert A. Lloyd Executive Vice President and Chief Financial Officer Tony D. Bartel (3) Chief Operating Officer Michael P. Hogan (3) Executive Vice President of Strategic Business and Brand Development Michael Mauler (4) Executive Vice President and President, GameStop International ______________________________ (1) Mr. Raines' service as Chief Executive Officer ended on November 13, 2017. Mr. Raines died on March 4, 2018. (2) Mr. DeMatteo served as the Company's interim Chief Executive Officer from November 13, 2017 to February 4, 2018. Mr. DeMatteo again assumed the interim Chief Executive Officer role on May 9, 2018. Throughout these periods, Mr. DeMatteo has continued to serve as Executive Chairman. (3) On February 7, 2018, the Company terminated the employment of Tony D. Bartel and Michael P. Hogan. (4) Mr. Mauler served as our Chief Executive Officer from February 4, 2018 to May 9, 2018 and resigned from employment with the Company on May 9, 2018. 2017 Performance In fiscal 2017, our total global sales increased 7% to $9.2 billion and our consolidated comparable store sales increased 5.8%. The increase in sales was driven by our video games business, led by high demand for the Nintendo Switch and a strong software title lineup. Our collectibles business also contributed to the increase in sales by growing 29% as a result of our recent investments in this category. We experienced challenges in our Technology Brands business during fiscal 2017 due to a slowdown in the wireless upgrade cycle and changes in AT&T’s dealer compensation structure. Our adjusted net income decreased by 13% to $338.6 million, primarily due to product mix shift and the challenges in our Technology Brands business. See Annex I for a reconciliation of net income to adjusted net income. We continued to deliver on our commitment to return capital to stockholders by paying quarterly dividends of $0.38 per share, or $1.52 annually, in fiscal 2017, representing an increase of 2.7% annually compared to dividends paid in fiscal 2016. 2018 Proxy Statement | 23