GME 2018 Proxy Statement

Performance Measures The final STI payouts for the NEOs were based 60% on consolidated operating earnings and 40% on the operating earnings generated by Technology Brands and the collectibles product category. Payouts associated with each of the two performance measures were based on the following scale. Straight-line interpolation is applied between levels shown. If the Performance Period Results are: Then the Percentage of the Target Award Earned for Each Measure is: Target 125% 110% 110% 100% (Target) 100% (Target) 90% 80% 75% 50% Less than 75% of Target None Payouts In determining the final STI payout for fiscal 2017, the Compensation Committee assessed consolidated operating earnings and operating earnings generated by Technology Brands and our collectibles product category, as shown below. Performance Measure Target Actual Performance Achieved as a % of Target STI Earned Weighting Percentage of Overall STI Payout as a % of Target Consolidated operating earnings (fiscal 2017) $614 million $538 million 87.6% 75% 60% 45% Operating earnings generated by Technology Brands and collectibles product category (fiscal 2017) $199 million $115 million 57.6% 0% 40% 0% Total payout 45% The following STI payouts were made for fiscal 2017 to our NEOs: Named Executive Officer STI Payout J. Paul Raines (1) $ 899,864 Daniel A. DeMatteo (2) $ 338,409 Robert A. Lloyd $ 319,050 Tony D. Bartel $ 521,438 Michael P. Hogan $ 279,000 Michael Mauler $ 266,400 ______________________________ (1) Mr. Raines' STI payout was prorated for the portion of fiscal 2017 during which he served as Chief Executive Officer. (2) As noted above, Mr. DeMatteo's STI payout was determined based on the weighted-average of his target STI opportunities for the portions of fiscal 2017 prior and subsequent to his appointment as interim Chief Executive Officer. Long-Term Incentive Awards Form of Fiscal 2017 Long-Term Incentive Awards The Compensation Committee met on February 27, 2017 and, upon ratification by the Board on February 28, 2017, awarded a combination of time-based restricted stock and performance-based restricted stock for fiscal 2017 to be granted to the NEOs as of March 3, 2017 (collectively, the “2017 LTI Awards”). Time-based restricted stock and performance-based restricted stock were granted to align the interests of the NEOs with the interests of the Company's stockholders, offer NEOs an incentive for the achievement of superior performance over time and foster the retention of key management personnel. To determine the amount of equity awards to grant to each NEO, the Compensation Committee considered, among other things, the Company’s overall performance, projections for the Company's upcoming fiscal years, each NEO’s individual contributions to the Company’s overall performance, including individual contributions toward achievement of strategic objectives, and comparisons of long-term incentives and total compensation of similar positions within the Company’s peer group. 28 | 2018 Proxy Statement