Supplement to Proxy
Effect of Salary Changes on 2018 Annual Bonus Opportunities While there is no change to the target annual bonus expressed as a percent of salary for Messrs. DeMatteo, Lloyd, Kaufman and Crawford, the mid-year changes to the base salaries of these executives will affect the dollar amount of these executives’ target bonus opportunities for 2018. In each case, their 2018 target bonus opportunities will be equal to the weighted average of the executive’s prior target bonus opportunity (determined before these compensation changes) and new target bonus opportunity (determined after these changes). Accordingly, these executives’ 2018 target bonus opportunities will be: Name Fiscal 2018 Weighted Average Pay Levels Target Bonus Total Salary Payable % of Salary Target Bonus Amount Daniel A. DeMatteo $ 468,132 150% $ 702,198 Robert A. Lloyd $ 839,132 125% $ 1,048,915 Daniel J. Kaufman $ 702,198 100% $ 702,198 Troy W. Crawford $ 473,231 75% $ 354,923 The actual bonus earned by each executive will continue to depend on Company performance during fiscal 2018 and continue to range from 0% to 125% of the executive’s target opportunity. Retention Program for Key Employees The Company has taken additional steps to retain key employees. Specifically, on May 31, 2018, the independent directors approved a cash retention program to encourage the retention of key employees of the Company, including Messrs. Lloyd, Kaufman and Crawford. Recipients of retention awards will become entitled to payment of 50% of their award amounts on each of May 31, 2019 and May 31, 2020, provided in each case they remain in service through that date. Generally, an award will vest on an accelerated basis if the employee is terminated without cause before the otherwise applicable payment date (provided he or she executes a release). As noted above, each of Messrs. Lloyd, Kaufman and Crawford participates in the retention program; their award amounts are $2,000,000, $2,000,000 and $1,000,000, respectively. In the case of these executives, the awards will vest on an accelerated basis upon a termination without cause or resignation with good reason (in each case, as defined in the executive’s employment agreement) prior to the otherwise applicable payment date, provided he executes a release. Messrs. Kim and DeMatteo do not participate in this retention program, as the Compensation Committee concluded that their inclusion was unnecessary given their particular circumstances. About Shane S. Kim Mr. Kim, age 55, has served as a director at GameStop since July 2011 and also serves as a director on the board of SCUF Gaming, a private company. SCUF Gaming is a global leader in high-end controllers and accessories customized for hardcore and professional video game players. Mr. Kim worked for Microsoft Corporation, leading provider of software and technology solutions (“Microsoft”), for almost 20 years, retiring in January 2010. For the last 15 years at Microsoft, Mr. Kim was with Microsoft’s Interactive Entertainment Business division, most recently as its Corporate Vice President of Strategy and Business Development. Before that, Mr. Kim was the Corporate Vice President of Microsoft Game Studios, where he oversaw a team of approximately 1,000 programmers, designers, artists and producers developing a broad range of Xbox 360 and Windows titles. Since retiring from Microsoft in January 2010, Mr. Kim has been an independent adviser to companies in the interactive entertainment and digital media industries. There are no arrangements or understandings between Mr. Kim and any other persons pursuant to which Mr. Kim was appointed as an officer of the Company. In addition, there are no family relationships between Mr. Kim and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. Furthermore, in the past two years there have been no transactions in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Mr. Kim had or will have a direct or indirect material interest, and there are currently no such proposed transaction except as described above.
Made with FlippingBook
RkJQdWJsaXNoZXIy NTIzNDI0