GME 2018 Proxy Statement

executives for deductibility under applicable tax laws, the Company obtained stockholder approval for the 2011 Incentive Plan, for the purpose of facilitating compliance with the above guidelines. The most recent stockholder approval of the 2011 Incentive Plan for this purpose occurred at the 2013 annual meeting of stockholders. Effective January 1, 2018, the TCJA repealed the performance-based exception and, as a result, the $1 million deduction limit now applies to persons serving as the chief executive officer or the chief financial officer at any time during the taxable year and the top three other highest compensated executive officers serving at fiscal year end. These new rules generally apply to taxable years beginning after December 31, 2017, but do not apply to compensation provided pursuant to a written binding contract in effect on November 2, 2017 that is not modified in any material respect after that date. The Compensation Committee is continuing to assess the effects of the changes to Section 162(m) under the TCJA and will continue to be mindful of Section 162(m) limits on the deductibility of compensation in administering our compensation programs and making incentive awards. However, the Compensation Committee retains the right to award compensation that is not deductible if it deems that to be appropriate or necessary to meet the objectives of our compensation programs. Accounting for Stock-Based Compensation The Company records share-based compensation expense in earnings based on the grant-date fair value of options or restricted stock granted in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation–Stock Compensation (“ASC 718”). 2018 Proxy Statement | 35 Summary Compensation Table The following table (the “Summary Compensation Table”) sets forth the compensation earned during the fiscal years indicated by our PEO, our PFO and our three other most highly compensated executive officers. The titles shown in the following table reflect the executives' roles as of the last day of fiscal 2017. Name and Principal Position Year (6) Salary (7) Stock Awards (8) Non-Equity Incentive Plan Compensation (9) All Other Compensation (10) Total J. Paul Raines (1) 2017 $ 1,293,201 $ 4,500,346 $ 899,864 $ 154,390 $ 6,847,801 Former Chief Executive Officer 2016 1,285,077 4,500,374 1,906,240 125,813 7,817,504 2015 1,246,923 5,002,330 2,650,000 240,644 9,139,897 Daniel A. DeMatteo (2) 2017 440,385 750,816 338,409 100,327 1,629,937 Interim Chief Executive Officer and Executive Chairman 2016 550,000 1,200,222 610,500 75,634 2,436,356 2015 556,731 2,501,165 874,500 72,244 4,004,640 Robert A. Lloyd 2017 709,000 1,512,250 319,050 92,471 2,632,771 Executive Vice President and Chief Financial Officer 2016 707,385 1,513,562 524,660 70,541 2,816,148 2015 685,462 1,681,901 729,280 59,583 3,156,226 Tony D. Bartel (3) 2017 927,000 2,161,440 521,438 75,291 3,685,169 Chief Operating Officer 2016 924,923 2,160,400 857,475 52,029 3,994,827 2015 896,538 2,402,371 1,192,500 45,463 4,536,872 Michael P. Hogan (3)(4) 2017 620,000 1,081,478 279,000 73,701 2,054,179 Executive Vice President, Strategic Business d B d D l t an ran eve opmen 2016 613,923 1,081,116 458,800 62,539 2,216,378 Michael Mauler (5) 2017 592,000 1,081,478 266,400 91,669 2,031,547 Executive Vice President and President, GameStop International 2016 590,615 1,081,116 438,080 54,780 2,164,591 2015 571,846 1,202,390 608,440 50,878 2,433,554 ____________________________ (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, Tony D. Bartel and Michael P. Hogan ceased employment with the Company. (4) Michael P. Hogan became one of the three other most highly compensated executive officers in fiscal 2016. As such, compensation for fiscal year 2015 is not listed. (5) 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. (6) Reflects fiscal 2017, 2016 and 2015. (7) Reflects salary paid for fiscal 2017, 2016 and 2015.