GME 2018 Proxy Statement

Achievement of Fiscal 2016 Long-Term Incentive Awards Aportion of the fiscal 2016 restricted stock awards were subject to performance against a pre-determined fiscal 2017 consolidated operating earnings Target. These awards are subject to one additional year of time-based vesting following the end of the performance period to provide for additional retention of NEOs (other than for those who are retirement eligible). Each NEO is entitled to receive the performance- based restricted stock according to the performance achievement scale shown below. 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 200% 110% 125% 100% (Target) 100% (Target) 90% 75% 85% 50% Less than 85% of Target None In determining the final payout, the Compensation Committee measured the Company's performance, as shown below. Portion of 2016 LTI Grant Performance Measure Target Performance Achieved as a Percentage of Target Performance-Based Restricted Stock Earned 50% Fiscal 2017 consolidated operating earnings $700 million 76.8% 0% 50% Fiscal 2017 percentage of operating earnings from sources other than physical video game products 37.5% 110.1% 125% Based on the actual results, the number of earned performance-based restricted stock by NEO is as follows: Named Executive Officer Number of Earned Performance- Based Restricted Stock Payout J. Paul Raines 46,050 Daniel A. DeMatteo 12,282 Robert A. Lloyd 15,488 Tony D. Bartel 22,106 Michael P. Hogan 11,063 Michael Mauler 11,063 Section 162(m) Compliance In order to structure the STI as potentially deductible amounts under Section 162(m), the STI plan was subject to a performance condition of $200 million consolidated net income in fiscal 2017, adjusted for certain items. This performance condition was met in fiscal 2017 and determined the maximum bonus pool from which the NEO’s STI payouts could be paid. The maximum bonus pool was established at 150% of the Target payout opportunities for all NEOs indicated above. In awarding the final STI payouts to each NEO, the Compensation Committee exercised its discretion to reduce the maximum amount available for each NEO under the pool. The basis for this exercise of negative discretion by the Compensation Committee was the Company’s performance against the operating earnings Targets as described in the "Short-Term Incentives" section above. In order to structure the time-based restricted stock as potentially deductible amounts under Section 162(m), the LTI plan was subject to a performance condition of $200 million consolidated net income in fiscal 2017, adjusted for certain items. As mentioned above, this performance condition was met in fiscal 2017. 30 | 2018 Proxy Statement