GME 2018 Proxy Statement

TABLE OF CONTENTS PROXY STATEMENT SUMMARY 1 INFORMATION ABOUT THE ANNUAL MEETING AND VOTING 4 PROPOSAL 1: ELECTION OF DIRECTORS 8 Meetings and Committees of the Board 14 Corporate Governance 16 Director Compensation 18 Executive Officers 19 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 20 Compensation Committee Interlocks and Insider Participation 21 PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION 22 Compensation Discussion and Analysis 23 Executive Summary 23 Compensation Philosophy 25 Response to Advisory Vote on Executive Compensation 26 Compensation Determination Process 26 Key Elements of Compensation 26 Employment Agreements and Severance/Change in Control Benefits 32 Other Considerations 33 Tax and Accounting Implications 34 Summary Compensation Tables 35 Grants of Plan-Based Awards in Fiscal 2017 37 Outstanding Equity Awards at Fiscal 2017 Year-End 38 Stock Vested and Option Exercises 39 Pension Plans and Nonqualified Deferred Compensation 39 Employment Agreements and Potential Payments upon Termination or Change in Control 40 CEO Pay Ratio 42 Compensation Committee Report on Executive Compensation 43 PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 44 Audit Committee Matters 46 Primary Responsibilities and 2017 Actions 46 Report of the Audit Committee 46 Independent Registered Public Accounting Firm 48 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 49 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 49 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 49 OTHER MATTERS 50 ANNEX I — RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES A-1