GME 2018 Proxy Statement

Base Salaries In determining the base salaries of these executive officers for fiscal 2017, the Compensation Committee considered, among other things, the Company’s financial performance and achievements in our diversification strategy during fiscal 2016, projections for fiscal 2017, the responsibilities of each NEO, the results of the benchmarking against the peer group, and the recommendations received from ClearBridge following its research. The base salary is intended to be competitive with base salaries paid to executive officers with comparable qualifications, experience and responsibilities at other companies of comparable size, growth and operations. In February 2017, the Board set salaries for fiscal 2017 for the NEOs as follows: Named Executive Officer Base Salary J. Paul Raines $ 1,288,000 Daniel A. DeMatteo $ 300,000 Robert A. Lloyd $ 709,000 Tony D. Bartel $ 927,000 Michael P. Hogan $ 620,000 Michael Mauler $ 592,000 For fiscal 2017, the Compensation Committee made no changes to the base salaries of Messrs. Raines, Lloyd, Bartel, Hogan and Mauler. Commensurate with changes to Mr. DeMatteo's role as Executive Chairman, Mr. DeMatteo's base salary was reduced by $250,000 compared to fiscal 2016. However, effective as of November 13, 2017, Mr. DeMatteo's base salary was temporarily increased to $900,000 during his service as the Company's interim Chief Executive Officer. Following the completion of his service as interim Chief Executive Officer in the first quarter of fiscal 2018, Mr. DeMatteo returned to his role as Executive Chairman and his annual base salary was reset to $400,000. See "Fiscal 2018 Salaries and STI Opportunities" section below. Short-Term Incentives In addition to a base salary, each NEO is eligible for a performance-based annual cash STI. The purpose of the STI is to motivate management to drive performance in the short-term. STI payouts were determined based on the achievement of consolidated operating earnings and operating earnings generated by Technology Brands and the collectibles product category. These metrics aligned with the Company’s business strategy of driving earnings and expanding the Technology Brands retail concept and collectibles product category. The STI was also subject to a net income performance condition for purposes of achieving tax deductibility under Section 162(m). Targets for Each Named Executive Officer For each NEO, a target STI in an amount equal to a percentage of their base salary is pre-determined by the Compensation Committee, with input from the Executive Chairman and Chief Executive Officer (other than for themselves), for each fiscal year. Target STI opportunities for fiscal 2017 for our NEOs were as follows (which remain unchanged from fiscal 2016): Named Executive Officer Percentage of Base Salary J. Paul Raines 200% Daniel A. DeMatteo (1) 150% Robert A. Lloyd 100% Tony D. Bartel 125% Michael P. Hogan 100% Michael Mauler 100% ______________________________ (1) Effective as of November 13, 2017, for the period of service as the Company's interim Chief Executive Officer, Mr. DeMatteo's target STI opportunity was increased to 200% of his base salary. As a result, his target STI for fiscal 2017 was $752,021, which is the weighted average of his target STI for the portion of the year that he served solely as Executive Chairman and the portion of the year that he also served as interim Chief Executive Officer. 2018 Proxy Statement | 27