GME 2018 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS The Company We are a global family of specialty retail brands that makes the most popular technologies affordable and simple. Within our family of brands, we are the world’s largest omnichannel video game retailer, the largest AT&T® (“AT&T”) authorized retailer, the largest Apple© (“Apple”) certified products reseller and the owner of www.thinkgeek.com , one of the world’s largest sellers of collectible pop-culture themed products. As of February 3, 2018, our retail network and family of brands included 7,276 company-operated stores in the United States, Canada, Australia and Europe. Composition of the Board The Board currently consists of nine directors. Each current director is standing for reelection except for Mrs. Shern, who will be retiring at the end of her term in June 2018. Following the Annual Meeting, the Board will be comprised of eight directors. The Board has established a director retirement age of 72, unless the Executive Chairman grants a waiver as permitted under the retirement policy. Currently, none of our directors is of retirement age. Background information and qualifications with respect to our Board and nominees for election as directors appear below. See “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding such persons’ holdings of equity securities of the Company. The following table sets forth the names and ages of our current directors, the year they first became a director, the positions they hold with the Company, and the standing committees of the Board on which they serve as of May 4, 2018: Name Age Director Since* Position with the Company Audit Committee Compensation Committee Nominating & Corporate Governance Committee Daniel A. DeMatteo 70 2002 Executive Chairman, Interim Chief Executive Officer and Director Jerome L. Davis 63 2005 Director x ** Thomas N. Kelly Jr. 71 2012 Director x Shane S. Kim 55 2011 Director x x Steven R. Koonin 60 2007 Director x Stephanie M. Shern 70 2002 Director (1) x ** Gerald R. Szczepanski 69 2002 Director x ** Kathy P. Vrabeck 54 2012 Director x Lawrence S. Zilavy 67 2005 Director (2) x x __________________________________________ * Includes predecessor companies ** Committee Chair (1) Mrs. Shern will retire from the Board effective June 26, 2018. (2) Lead Independent Director 8 | 2018 Proxy Statement