GME 2018 Proxy Statement

2018 Compensation Program Summary Provided below is a summary of key compensation decisions made in fiscal 2018. Fiscal 2018 Salaries and STI Opportunities In setting the base salaries of the executive officers for fiscal 2018, the Compensation Committee considered, among other things, the Company’s financial performance and achievements in our diversification strategy during fiscal 2017, projections for fiscal 2018 and the responsibilities of our executive officers, the results of the benchmarking against the peer group, and the recommendations received from ClearBridge following its research. Base salaries and Target STI payouts for our expected NEOs, as determined under SEC rules, for fiscal 2018 are as follows: Name Title Base Salary Target STI Percentage of Base Salary Daniel A. DeMatteo Executive Chairman and Interim Chief Executive Officer $ 400,000 150% Robert A. Lloyd Executive Vice President and Chief Financial Officer $ 709,000 125% Daniel J. Kaufman Executive Vice President, Chief Legal and Administrative Officer $ 600,000 100% On May 9, 2018, Mr. DeMatteo resumed the role of interim Chief Executive Officer. Mr. DeMatteo's base salary and target STI may be adjusted during fiscal 2018 in light of his service as interim Chief Executive Officer. However, those adjustments have not been determined as of the date of this proxy statement. 2018 Long-Term Incentive Grants The Compensation Committee met on February 19, 2018 and, upon ratification by the Board on February 22, 2018, approved a combination of time-based and performance-based restricted stock for fiscal 2018 (collectively, the “2018 LTI Awards”). The target value of the 2018 LTI Awards was determined on February 22, 2018, with the number of shares determined effective as of February 23, 2018. The LTI award is again comprised of 50% time-based restricted stock and 50% performance-based restricted stock, which balances the retentive and performance-based nature of the total LTI award. Time-based restricted stock awards are subject to a three-year ratable vesting schedule. Performance-based restricted stock awards are subject to vesting both on the basis of continued service to the Company and the achievement of certain performance targets to be determined in the first half of fiscal 2018, with such targets to be measured following the completion of fiscal 2019. Performance-based restricted stock awards are subject to one additional year of time-based vesting following the end of the performance period. The fiscal 2018 awards are subject to accelerated vesting on the same basis as described above with respect to the fiscal 2017 awards. The Compensation Committee approved the following 2018 LTI Awards: Name Time-Based Restricted Stock (1) Performance-Based Restricted Stock (2) Total Shares of Restricted Stock Approved Total Targeted Award Value (3) Daniel A. DeMatteo 23,490 23,490 46,980 $ 750,000 Robert A. Lloyd 52,605 52,605 105,210 $ 1,680,000 Daniel J. Kaufman 23,490 46,980 70,470 $ 1,500,000 (4) ____________________________ (1) Time-based restricted stock awards vest in equal installments on February 23 rd of each of the years 2019 through 2021, subject to continued service to the Company. (2) Performance-based restricted stock subject to a cumulative fiscal 2018 and 2019 performance target, which is to be determined in the first half of fiscal 2018. Determination of earned awards is subject to the completion of the audited consolidated financial statements for fiscal 2019. The earned shares will vest subject to continued service with the Company through February 23, 2021. (3) The value of stock-denominated awards is based on the closing price of our common stock of $15.97 per share as of February 23, 2018. (4) The total targeted award value for Mr. Kaufman includes an LTI cash award of $375,000 which was granted on February 23, 2018 in connection with his transition from his previous role with the Company, 2018 Proxy Statement | 31