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DEF 14A 1 d122967ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to (§)240.14a-12

LOGO

GameStop Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
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☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

LOGO

2021 Proxy Statement

Notice of 2021 Annual Meeting of Stockholders

to Be Held on June 9, 2021

LOGO

Letter from our Chief Executive Officer

April 22, 2021

Fellow Stockholders,

Thank you for your investment in GameStop. It is my privilege to serve as GameStop’s chief executive officer, working with a group of highly-committed and knowledgeable Board members in stewardship of the long-term interests of all our stockholders.

As we move forward in 2021, we are focused on transforming GameStop into a customer-obsessed technology company that delights gamers. We are working to create a differentiated customer experience that positions us to access new customers, further engage with existing ones and reactivate former ones, while also focusing on initiatives that drive customer lifetime value. The strategic initiatives that support our goals include:

Investing in technology capabilities, including our E-Commerce presence, systems and customer insights gathering.

Building a superior customer experience, including by establishing a U.S.-based customer care operation.

Expanding our product catalogue and addressable market. Certain emerging categories represent natural extensions that we believe our customers expect from us.

Growing our distribution footprint fulfillment operations to improve speed of delivery and service. This will enable us to provide customers convenient, flexible, and competitive delivery options across the entire product spectrum.

We expect to accelerate these and other elements of our transformation while continuing to capitalize on the new console cycle. We believe the progress we have made over the past two years positions GameStop for long-term growth and to deliver value for stockholders.

As your fiduciaries, GameStop’s Board remains committed to enhancing value for our stockholders. We appreciate your support of management and the newly refreshed Board as they work to continue to create value for all stockholders.

Sincerely,

LOGO

George E. Sherman

Chief Executive Officer

Notice of Annual Meeting of Stockholders

Dear Stockholder:

We invite you to attend our Annual Meeting of Stockholders on Wednesday, June 9, 2021 at 10:00 a.m., Central Daylight Time, at our corporate headquarters located at 625 Westport Parkway, Grapevine, Texas 76051. At the annual meeting, you will be asked to:

(1)

Elect six directors, each to serve as a member of the Board of Directors until the next annual meeting of stockholders and until such director’s successor is elected and qualified;

(2)

Provide an advisory, non-binding vote on the compensation of our named executive officers;

(3)

Ratify our Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending January 29, 2022; and

(4)

Transact such other business, if any, as may properly come before the annual meeting and at any postponement or adjournment of the annual meeting.

Only stockholders of record as of the close of business on April 15, 2021 (the “record date”) are entitled to vote at the annual meeting and any postponement or adjournment thereof. Please see pages 9 – 12 for additional information regarding attendance at the meeting and how to vote your shares. This proxy statement provides information that you should consider when you vote your shares.

Your vote is important. Even if you plan to attend the annual meeting, we request that you vote your shares as soon as possible by following the voting instructions contained in this proxy statement.

By order of the Board of Directors.

Sincerely,

LOGO


April 22, 2021		Dan L. Reed

Senior Vice President, General Counsel and

Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2021

This Notice of Annual Meeting, Proxy Statement, form of proxy and

our 2020 Annual Report to Stockholders are available at http://investor.gamestop.com.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This Proxy Statement, form of proxy and 2020 Annual Report are

available at http://investor.gamestop.com.

Except as otherwise stated, information on our website is not a part of this Proxy Statement.

We will send a full set of proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) on or about April 22, 2021, and provide access to our proxy materials over the Internet, beginning on April 22, 2021, for the holders of record and beneficial owners of our shares of common stock as of the close of business on the record date. The Notice of Internet Availability instructs you on how to access and review the Proxy Statement and our 2020 annual report to stockholders. The Notice of Internet Availability also instructs you on how you may authorize a proxy to vote your shares over the Internet and provides instructions on how you can request a paper copy of these documents if you desire, and how you can enroll in e-delivery. If you received your annual meeting materials via email, the email contains voting instructions and links to our annual report and proxy statement on the Internet.

IMPORTANT NOTICE REGARDING COVID-19

Because of the uncertainties surrounding the impact of the COVID-19 pandemic, we are planning for the possibility that the annual meeting may be held solely by means of remote communication (i.e., a virtual meeting). If we take this step, we will announce the decision to do so in advance of the annual meeting, and details on how to access, participate in and vote at such meeting will be set forth in a press release issued by us and available at http://investor.gamestop.com. We encourage you to check this website prior to the meeting if you plan to participate.

Certain statements in this Proxy Statement contain or may suggest “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1995) that involves risks and uncertainties that could cause results to be materially different from expectations. The words “will,” “may,” “designed to,” “outlook,” “believes,” “should,” “targets,” “anticipates,” “assumptions,” “plans,” “expects” or “expectations,” “intends,” “estimates,” “forecasts,” “guidance” and similar expressions identify certain of these forward-looking statements. We also may provide forward-looking statements in oral statements or other written materials released to the public. All statements contained or incorporated in this Proxy Statement or in any other public statements that address such future events or expectations are forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements are detailed in our 2020 annual report to stockholders. These forward-looking statements are not guarantees of future performance and speak only as of the date made, and, except as required by law, we undertake no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1

PROPOSAL 1: ELECTION OF DIRECTORS			13

Biographies of Director Nominees			15

Board Oversight of Strategy			17

Meetings and Committees of the Board			17

Corporate Governance			20

Director Compensation			23

Executive Officers			25

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			26

Compensation Committee Interlocks and Insider Participation			28
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			29

Compensation Discussion and Analysis			30

Executive Summary			30

Compensation Philosophy			33

Response to Advisory Vote on Executive Compensation			34

Compensation Determination Process			34

Key Elements of Compensation			35

Employment Agreements and Severance/Change in Control Benefits			39

Other Considerations			39

Compensation Committee Report on Executive Compensation			40

Summary Compensation Table			41

Grants of Plan-Based Awards in Fiscal 2020			42

Outstanding Equity Awards at Fiscal 2020 Year-End			43

Stock Vested and Option Exercises			44

Pension Plans and Nonqualified Deferred Compensation			44

Employment Agreements and Potential Payments upon Termination or Change in Control			45

CEO Pay Ratio			48
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			50

Annual Evaluation and Selection of Independent Registered Public Accounting Firm			50

Audit Committee Matters			51

Primary Responsibilities and 2020 Actions			51

Report of the Audit Committee			52

Independent Registered Public Accounting Firm			53

Delinquent Section 16(a) Reports			53

Certain Relationships and Related Transactions			54

Other Matters			54

ANNEX I — RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES			A-I-1

PROXY STATEMENT SUMMARY

To assist you in reviewing the proposals to be considered and voted upon at our 2021 annual meeting of stockholders, or annual meeting, we have summarized information contained elsewhere in this Proxy Statement or in our Annual Report on Form 10-K for the fiscal year ended January 30, 2021, or Annual Report. This summary does not contain all of the information you should consider about the proposals being submitted to stockholders at the annual meeting. We encourage you to read the entire Proxy Statement and Annual Report carefully before voting.

ANNUAL MEETING OF STOCKHOLDERS

Date and Time:

Wednesday, June 9, 2021

10:00 a.m., Central Daylight Time

Location:

GameStop Corp.

625 Westport Parkway

Grapevine, Texas 76051

Record Date:

April 15, 2021

AGENDA; VOTING RECOMMENDATIONS



Voting Matter	Board Recommendation	Page

1. Election of Directors	FOR ALL Nominees	13

2. Advisory Vote on Executive Compensation	FOR	29

3. Ratification of Appointment of Independent Registered Accounting Firm	FOR	50

How to Cast Your Vote


1 \| 2021 Proxy Statement

THE BOARD OF DIRECTORS

Our Director Nominees

The Board of Directors, or the Board, is soliciting your vote for the election to the Board at the annual meeting of the six nominees identified below.

Nominees

Age

Director
Since

Occupation

Independent

George E. Sherman

2019

Chief Executive Officer, GameStop Corp.

Alain (Alan) Attal

2021

Former Chief Marketing Officer, Chewy Inc.

✓

Lawrence (Larry) Cheng

N/A

Co-Founder and Managing Partner of Volition Capital

✓

Ryan Cohen

2021

Founder and Former Chief Executive Officer, Chewy Inc.

✓

James (Jim) Grube

2021

Former Chief Financial Officer, Chewy, Inc.

✓

Yang Xu

N/A

Senior Vice President of Global Finance and Treasury at The Kraft Heinz Company

✓

Chair of the Board and Presiding Director

We have a Chair of the Board who is also an independent director and who serves as the presiding director within the meaning of the listing standards of the NYSE. Currently, Kathy P. Vrabeck serves as the Chair of the Board. Immediately upon his re-election to the Board at the annual meeting, Ryan Cohen will become the Chair of the Board.

The Chair is appointed by the Board. The Chair:

•

presides at meetings of the Board and meetings of stockholders;

•

has authority to establish the agenda for each Board meeting;

•

serves as the presiding director to lead executive sessions at each meeting of the Board in which only independent directors participate;

•

has authority to call special meetings of the Board and special meetings of stockholders;

•

advises our Chief Executive Officer and other members of our executive team on such matters as strategic direction, corporate governance and overall risk assessment; and

•

performs such other duties as the Board may from time to time delegate to assist the Board in the fulfillment of its responsibilities.

CORPORATE GOVERNANCE HIGHLIGHTS


Board Independence		• 5 of our 6 director nominees are independent; all nominees are independent except our Chief Executive Officer
Independent Chair of the Board		• The Chair of the Board is independent
Board Refreshment		• All director nominees have a tenure of approximately two years or less
Board Leadership and Accountability		• Our directors are elected annually • A majority voting standard applies to director elections in uncontested elections • We maintain a Code of Conduct for our directors, officers and employees • Our independent Chair has a strong role and significant influence over Board agendas and leads executive sessions of our independent directors • All incumbent directors attended at least 75% of Board and committee meetings in fiscal 2020


		2021 Proxy Statement \| 2


Enhanced Governance Guidelines		• Our corporate governance guidelines target an average Board tenure for independent directors of less than 10 years and rotation approximately every 5 years of committee members and chairs • Our corporate governance guidelines encourage our directors to participate in continuing education programs and provide for us to reimburse directors for participation in continuing education programs • Board policy limits director membership to three other public company boards
Director Access		• Significant interaction with senior business leaders, including through regular business reviews • Our directors have ability to hire outside experts and consultants and to conduct independent investigations • Stockholders have the ability to contact directors
Claw-back Policy		• Our claw-back policy permits us to recoup certain compensation payments in the event of a significant restatement of our financial results
Anti-Hedging Policy		• Our anti-hedging policy prohibits employees and directors from engaging in any pledging, short sales or hedging of our common stock
Equity Ownership		• Our Chief Executive Officer is required to hold common stock equivalent to 5 times base salary • Our Chief Operating Officer and Executive Vice Presidents are required to hold common stock equivalent to 3 times base salary • Our non-employee directors are required to hold common stock equivalent to $275,000
Proxy Access		• Available to a stockholder, or group of up to 25 stockholders, holding at least 3% of our common stock for at least 3 years • May nominate candidates for the greater of two seats or 25% of board nominees

FISCAL 2020 BUSINESS HIGHLIGHTS

•

Comparable store sales decreased 9.5%;

•

Net sales were $5.090 billion compared to $6.466 billion in fiscal 2019, reflecting an operating environment that included the impact of operating during the wind-down of the seven-year-old prior console cycle, a 12% decrease in store base due to our strategic de-densification efforts, which was partially offset by recaptured sales via nearby stores and E-Commerce, and a significant reduction in global store operating days as a result of temporary store closures in response to the COVID-19 pandemic at various times throughout fiscal 2020;

•

Global E-Commerce sales (included in comparable stores sales) increased 191% for fiscal 2020 and represented nearly 30% of total net sales, up from a low-single-digit percentage historically and reflecting investments during the year that enhanced our E-Commerce capabilities. This growth allowed us to recapture a substantial majority of sales from temporary government mandated store closings;

•

Gross margin was 24.7%, a decline of 480 basis points compared to the prior year, primarily driven by the expected mix shift toward lower margin console sales in response to the launch of generation 9 consoles, increased freight and credit card fees associated with the shift to E-Commerce sales and a broader promotional stance;

•

Selling, general and administrative expenses were $1.514 billion compared to $1.923 billion from the prior year, a reduction of $408.5 million, or a 21.2% reduction from the prior fiscal year;

•

Net loss of ($215.3) million, or ($3.31) per diluted share compared to net loss of ($470.9) million, or ($5.38) per diluted share in the prior fiscal year;


3 \| 2021 Proxy Statement

•

Strategically de-densified our store base by closing a net 693 stores in fiscal 2020 while transferring sales to online platforms and neighboring locations;

•

Enhanced our financial position and flexibility with a stronger balance sheet, reflecting significant improvements in inventory management and related working capital, a healthier overall cash and liquidity position.

○

Achieved 30% decrease in inventory at fiscal year-end, leading to annualized inventory turns of 5.9x as compared to 4.4x in the prior year, and a 10% decrease in accounts payable at fiscal year-end as compared to fiscal 2019.

○

Maintained a strong balance sheet with $635 million of cash and restricted cash at year end, compared to $513.5 million in the prior year;

○

Reduced overall debt by $57 million, including a $125 million optional redemption of our outstanding 6.75% senior notes due 2021 ending fiscal 2020 with $362.7 million of debt;

○

Completed exchange offer and consent solicitation for $216.4 million of our outstanding unsecured notes;

○

Completed five sale leaseback transactions related to office buildings and the sale of a corporate travel asset, contributing approximately $95.5 million towards our total liquidity;

•

Completed the wind down of our operations in Denmark, Finland, Norway and Sweden; and

•

Leveraged our improved fulfillment capabilities, including the initial roll-out of same-day delivery and several flexible payment options, contributing to improved shopping and delivery experience for our customers, and higher global E-Commerce sales.

Consistent with our actions to strengthen our balance sheet, improve our debt profile and optimize our capital structure, subsequent to fiscal 2020 we:

•

Fully redeemed the remaining $73.2 million principal amount of our outstanding 6.75% senior notes due 2021;

•

Repaid the $25 million outstanding under our asset-based revolving credit facility at year end; and

•

Issued an irrevocable notice of redemption to redeem the remaining $216.4 million principal amount of our outstanding 10.00% senior notes due 2023 on April 30, 2021.

After giving proforma effect to these debt reductions, we will have $47.1 million of short-term debt and no long-term debt remaining on our balance sheet as of April 15, 2021. In addition, on April 5, 2021, we increased the maximum aggregate offering price of shares of our common stock that may be sold from time to time, in connection with our “at-the-market” offering program to up to $1.0 billion, but in no event more than 3.5 million shares of our common stock. We intend to use the net proceeds from any sales under our “at-the-market” offering program to further accelerate our transformation as well as for general corporate purposes and continued strengthening our balance sheet.

LEARN MORE ABOUT US

We encourage you to read our Annual Report, available on our corporate website at http://www.gamestop.com.

STRATEGIC IMPERATIVES

We are focused on transforming into a customer-obsessed technology company that delights gamers. We are working to create a differentiated customer experience that positions us to access new customers, further engage with existing ones and reactivate former ones. We are maintaining an intense focus on initiatives that drive customer lifetime value. Steps we are taking to execute on this mission include:

Investing in technology capabilities, including by in-sourcing talent, revamping systems and evaluating next-generation assets:

•

We continue to build out our team expertise in this area, notably our recent addition of a Chief Operating Officer, Chief Growth Officer and Chief Technology Officer to our senior leadership team.


		2021 Proxy Statement \| 4

Building superior customer experience, including establishing a U.S.-based customer care operation:

•

We are focused on providing exceptional customer service levels across all channels regardless of where, when or how our customers shop with us. We expect to accomplish this through a technology-driven approach and by leveraging our streamlined retail footprint to provide an unparalleled service proposition with a focus on surprising and delighting our customers. To this end, we have recently added a Senior Vice President level head of customer care and other new additions with E-Commerce backgrounds to our senior leadership team.

Expanding product offerings:

•

We are continuing the work to expand our addressable market by growing GameStop’s product catalogue. This includes growing our product offerings across gaming, collectibles and other natural adjacencies. We believe expanding our addressable market size over time will help reduce our reliance on the cyclicality of the console-based gaming market.

Modernizing U.S. fulfillment operations to improve speed of delivery and service:

•

We are improving our distribution network to coincide with the continued optimization of our store footprint. This will enable us to provide customers convenient, flexible, and competitive delivery options across the entire product spectrum. With recent additions to our senior leadership team, we are quickly evaluating additional distribution options to improve delivery speed. This group is also working to further optimize our core warehouse management and order management technologies and other capabilities that will improve the experience for our customers.

We expect to accelerate these and other elements of our transformation while continuing to build upon our progress and capitalize on the emerging console cycle. We believe the progress we have made over the past two years positions us for long-term growth and to deliver value for stockholders.

CORPORATE SOCIAL RESPONSIBILITY

We are committed to sustainability and to operating our business in a manner that results in a positive impact to the environment and our communities. Through our trade-in program, we take in software (CDs), gaming consoles and consumer electronics that are otherwise destined for landfills and either refurbish them or recycle them. In 2020 alone, through our U.S. refurbishment center, we refurbished over 2.7 million pieces of software (CDs) and approximately 2.2 million consumer electronic devices, and recycled over 0.5 million pounds of e-waste. In addition, we continuously measure and look for cost effective ways to reduce our carbon emissions and have seen both our total emissions and emissions by store decrease over our baseline year of 2009, as well as a 20% reduction in year over year carbon emissions achieved through both operational reductions and renewable sourcing. See the Social Responsibility section of our corporate website (http://news.gamestop.com/social-responsibility) for further information on our sustainability efforts.

MANAGEMENT TRANSFORMATION

Over the past year, we have transformed our leadership team to align with, and to drive, our transformation into a customer-obsessed technology company to delight gamers and position us for long-term success.

Shortly after Messrs. Cohen, Attal and Grube joined the Board in January 2021, the Board formed a Strategic Planning and Capital Allocation Committee to identify initiatives to accelerate our transformation. One of the key initiatives involves investment in our technology capabilities, including by in-sourcing talent. To that end, we have recently recruited senior talent with E-Commerce, retail and technology experience.

•

In March 2021, we appointed Jenna Owens as Chief Operating Officer. Ms. Owens brings approximately two decades of technology, operations, fulfillment, and supply chain experience to GameStop. Most recently, she was Director and General Manager for Distribution and Multi-Channel Fulfillment at Amazon. She previously held senior operations roles at Google and Honeywell. At GameStop, Ms. Owens is responsible for overseeing functions that include business intelligence, fulfillment, supply chain, and store operations.

•

In March 2021, we appointed Elliott Wilke to the newly-created role of Chief Growth Officer. Mr. Wilke brings nearly two decades of branding, consumer goods and E-Commerce experience to GameStop. He joins from Amazon, where he spent the past seven years holding a variety of senior roles across segments such as Amazon Fresh, Prime Pantry and


5 \| 2021 Proxy Statement

Worldwide Private Brands. He began his career at Proctor & Gamble and spent more than a decade in brand manager and marketing roles of increasing responsibility. At GameStop, Mr. Wilke oversees growth strategies and marketing, with a focus on increasing customer loyalty and growing the reach of Power Up Rewards and Game Informer. He also works with other leaders on initiatives that include expanding our use of customer insights and metrics to optimize channel marketing.

•

In February 2021, we appointed Matt Francis as Chief Technology Officer. Mr. Francis brings more than two decades of experience in E-Commerce and consumer technology to GameStop. Most recently, he was an Engineering Leader at Amazon Web Services. He previously held senior-level technology roles at companies such as QVC and Zulily. At GameStop, Mr. Francis is responsible for overseeing our E-Commerce and technology functions.

Additionally, we have recently recruited other executives experienced in E-Commerce, customer care and technology, including:

•

Kelli Durkin, Senior Vice President of Customer Care – Ms. Durkin, who previously served as Chewy’s Vice President of Customer Service, helped establish the world-class customer service operation that positioned Chewy to achieve a Net Promoter Score of 86 in 2018. In her new role, Ms. Durkin oversees all customer service and engagement initiatives at GameStop.

•

Josh Krueger, Vice President of Fulfillment – Mr. Krueger previously held senior fulfillment roles at Amazon, Walmart, and QVC. In his new role at GameStop, Mr. Krueger oversees the management of E-Commerce fulfillment centers.

•

Neda Pacifico, Senior Vice President of E-Commerce – Ms. Pacifico, who previously served as Chewy’s Vice President of E-Commerce, spent nearly four-and-a-half years at Amazon in a variety of customer insights and marketing roles prior to joining Chewy. In her new role at GameStop, Ms. Pacifico leads initiatives in areas that include analytics, UI/UX and product design.

•

Tom Petersen, Vice President of Merchandising – Mr. Petersen, who previously served as Chewy’s Vice President of Merchandising, has also held senior marketing and merchandising roles at specialty retailers such as Arteza and Corro. In his new role at GameStop, Mr. Petersen helps drive vendor relations, product management and related merchandising initiatives.

•

Ken Suzuki, Vice President of Supply Chain Systems – Mr. Suzuki, who previously served as Zulily’s Vice President of Supply Chain Technology, has more than two decades of experience in the E-Commerce, informational technology and software engineering areas. In his new role, Mr. Suzuki is responsible for all systems and software related to GameStop’s supply chain, including order management systems and warehouse management systems.

•

Andrea Wolfe, Vice President of Brand Development – Ms. Wolfe, who previously served as Chewy’s Vice President of Marketing, has held executive and director-level marketing roles at companies such as Outdoorsy, Spreetrail and Whole Foods. In her new role at GameStop, Ms. Wolfe helps drive branding, content, social media strategy and other digital initiatives.

We believe these new additions to our leadership team will allow us to accelerate our transformation, and we continue to actively pursue senior talent with E-Commerce, retail and technology experience to build out our team expertise in these areas.

On April 18, 2021, we and George E. Sherman, our Chief Executive Officer, entered into a Transition and Separation Agreement (the “Transition Agreement”). The Transition Agreement provides for Mr. Sherman to step down as our President and Chief Executive Officer on the earliest of (i) July 31, 2021, (ii) the effective date of our appointment of a new Chief Executive Officer or (iii) the date his employment with us ceases due to his death or disability (such earliest date, the “Separation Date”). The Board’s Strategic Planning and Capital Allocation Committee is leading a search to identify a new Chief Executive Officer with the capabilities and experience to help accelerate the next phase of our transformation and the Board has retained a third-party firm to support its efforts.

Please refer to “Compensation Discussion and Analysis—Executive Summary—Introduction—Changes in Senior Management” for further information regarding leadership changes in our senior management.

EXECUTIVE COMPENSATION

Our executive compensation program is based on the following principles:

•

Competitive compensation opportunities to attract and retain individuals whose skills are critical to our long-term success;


		2021 Proxy Statement \| 6

•

Reward and motivate individual and team performance in attaining business objectives and maximizing stockholder value;

•

Total compensation designed to be consistent with the level of our operational performance over time and the level of returns provided to stockholders; and

•

Meaningful portion of total compensation at risk, with future realizable value linked to the attainment of specified performance goals and/or stock price appreciation, to align interests of our named executive officers (“NEOs”) with those of our stockholders. Our adherence to this principle is evident in our NEOs’ target compensation mix. As illustrated below, 87% of our Chief Executive Officer’s fiscal 2020 target compensation and, and on average, 74% of our other NEOs’ fiscal 2020 target compensation is at-risk:

LOGO LOGO

Similarly, the soundness of our compensation program and our commitment to the principles outlined above is further evidenced by the following fiscal 2020 compensation decisions and outcomes, including in response to the impact of the COVID-19 pandemic on our business and operations since March 2020:

•

As part of our cash preservation efforts, our executive officers volunteered to temporarily reduce their base salaries from April 26, 2020 until June 28, 2020, by 50% for our Chief Executive Officer and 30% for other executives;

•

The Board also temporarily decreased their annual cash retainer from April 26, 2020 until June 30, 2020 by 50%;

•

Our fiscal 2020 short-term incentive (“STI”) plan was tied entirely to key financial performance measures, and no payouts were delivered to our NEOs. We did not adjust any performance goals or outcomes specifically due to the COVID-19 pandemic, despite its impact on our business and operations in fiscal 2020, to maintain our commitment to our pay-for-performance philosophy;

•

In fiscal 2020, 25% of our NEO long-term incentive (“LTI”) program was tied to longer-term financial performance. This percentage is lower than prior years, given the uncertainty caused by the COVID-19 pandemic. When these grants were made in June 2020, the Compensation Committee’s aim was to continue to deliver all LTI compensation to our NEOs in equity, in order to reinforce the alignment of management and stockholder interests, and to continue to tie a portion of those awards to long-term performance. The Compensation Committee approved this program in recognition of the unique circumstances of fiscal 2020. Given the evolving macroeconomic environment, the transformation of our business, management, and Board and Compensation Committee, the Compensation Committee continues to evaluate changes to the program going forward to ensure it continues to support our objectives;

•

For our fiscal 2019 performance awards, which measured cumulative financial performance for fiscal 2019 through fiscal 2020, the awards were not earned and were forfeited due to below threshold performance, and the Compensation Committee did not adjust any performance goals or outcomes specifically due to the COVID-19 pandemic;

•

We did not grant any additional one-time/special cash or equity awards to our executive officers to replace awards that did not or are not expected to pay out;


7 \| 2021 Proxy Statement

•

We recalibrated our executive compensation peer group for fiscal 2020 to be comprised of specialty retailers that are more closely aligned with our current size; and

•

Our NEOs’ fiscal 2020 target compensation generally approximates (or falls below) the market median of our peer group.

INDEPENDENT AUDITORS

The Board believes that the retention of Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for our fiscal year ending January 29, 2022 is in the best interest of our stockholders and our company. As a matter of good corporate governance, our stockholders are being asked to ratify the Audit Committee’s appointment of Deloitte as our independent registered public accounting firm for our fiscal year ending January 29, 2022. If the stockholders should not ratify the appointment of Deloitte, the Audit Committee will reconsider the appointment. Deloitte has served as our independent registered public accounting firm since 2013.

The following table sets forth information regarding fees for professional services rendered by Deloitte in fiscal 2020 and 2019:


	Fiscal Year

	2020		2019

Audit Fees	$	4,285,000	$	4,724,000

Audit-Related Fees		—		7,000

Tax Fees		1,448,000		200,000


Total	$	5,733,000	$	4,931,000


		2021 Proxy Statement \| 8

Information About The Annual Meeting and Voting

1. What am I Voting on?

The Board of Directors (“Board”) of GameStop Corp. (“GameStop,” the “Company,” “we,” “us,” or “our”) is soliciting your vote for the following:



Business Items	Board Voting Recommendation	Page Reference

1. To elect the six nominees identified in this Proxy Statement to serve as directors	FOR ALL Nominees	13

2. To approve, on an advisory, non-binding basis, our executive compensation	FOR	30

3. To ratify our Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending January 29, 2022	FOR	51

2. Who Is Entitled to Vote?

Holders of record of shares of common stock as of the close of business on April 15, 2021 are entitled to notice of and to vote at the annual meeting. Shares of common stock can be voted only if the stockholder is present or is represented by proxy at the annual meeting. As of the record date, 70,771,778 shares of common stock were issued, outstanding and entitled to vote.

3. How Do I Vote?

Stockholders of Record. If you are a stockholder of record, there are several ways for you to vote your shares of common stock at the annual meeting:

•

Voting by Internet. Before the annual meeting you may vote your shares through the Internet by following the directions on the proxy card. Internet voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on the proxy card. The procedures allow you to appoint a proxy to vote your shares and to confirm that your instructions have been properly recorded.

•

Voting by Telephone. You may vote your shares by telephone by following the directions on the proxy card. Telephone voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on the proxy card. The procedures allow you to appoint a proxy to vote your shares and to confirm that your instructions have been properly recorded.

•

Voting by Mail. If you choose to vote by mail, simply complete the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided. If you sign your proxy card and return it without marking any voting instructions, your shares will be voted: (1) FOR ALL of the director nominees identified in this proxy statement; (2) FOR the approval of the compensation of our NEOs (as defined in Proposal 2); and (3) FOR the ratification of our Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending January 29, 2022.

•

In Person Attendance. You may vote your shares in person at the annual meeting. Even if you plan to attend the annual meeting in person, we recommend that you submit your proxy card by mail or voting instructions via the Internet or by telephone by the applicable deadline so that your vote will be counted if you later decide not to attend the annual meeting.

Beneficial Owners. If you are a stockholder whose shares are held in “street name” (i.e., in the name of a broker or other custodian) you may vote the shares at the annual meeting only if you obtain a legal proxy from the broker or other custodian giving you the right to vote the shares. Alternatively, you may have your shares voted at the annual meeting by following the voting instructions provided to you by your broker or custodian. Although most brokers offer voting via the Internet, by telephone, and mail, availability and specific procedures will depend on their voting arrangements.


9 \| 2021 Proxy Statement

4. How May You Revoke or Change Your Vote?

You may revoke your proxy at any time before it is voted at the annual meeting by any of the following methods:

•

Submitting a later-dated proxy via the Internet, over the telephone or by mail.

•

Sending a written notice, including by fax, to our Secretary. You must send any written notice of a revocation of a proxy so as to be delivered before the taking of the vote at the annual meeting to:

GameStop Corp.

625 Westport Parkway

Grapevine, Texas 76051

Attention: Secretary

•

Attending the annual meeting and voting. Your attendance at the annual meeting will not in and of itself revoke your proxy.

5. How can I attend the annual meeting?

The annual meeting will be held at our corporate headquarters located at 625 Westport Parkway, Grapevine, Texas 76051, on June 9, 2021 at 10:00 a.m., Central Daylight Time. While we have established a physical location for the annual meeting, we encourage all of our stockholders to vote their proxies in advance of the meeting, rather than attempting to attend in person.

Because of the uncertainties surrounding the impact of the COVID-19 pandemic, we are planning for the possibility that the annual meeting may be held solely by means of remote communication (i.e., a virtual meeting). If we take this step, we will announce the decision to do so in advance of the annual meeting, and details on how to access, participate in and vote at such meeting will be set forth in a press release issued by us and available at http://investor.gamestop.com. We encourage you to check this website prior to the meeting if you plan to participate.

In order to ensure that your shares are represented at the meeting, we strongly encourage you to vote your shares by proxy prior to the annual meeting, and, further encourage you to submit your proxies electronically—by telephone or by Internet—by following the easy instructions on the enclosed proxy card. Your vote is important and voting electronically should facilitate the timely receipt of your proxy.

If we are able to hold an in-person annual meeting based on our judgment of the public health situation at the time of the meeting in light of applicable COVID-19-related protocols and recommendations, you will be entitled to attend the annual meeting only if you were a stockholder of record as of the close of business on April 15, 2021 or if you hold a valid proxy for the annual meeting.

6. What Constitutes a Quorum?

A quorum of common stockholders is required to hold a valid annual meeting of stockholders. Unless a quorum is present at the annual meeting, no action may be taken at the annual meeting except the adjournment thereof to a later time. The holders of a majority of the outstanding shares of our common stock entitled to vote at the meeting must be present or by proxy to constitute a quorum. All valid proxies returned will be included in the determination of whether a quorum is present at the annual meeting. The shares of a stockholder whose ballot on any or all proposals is marked as “abstain” will be treated as present for quorum purposes. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those uninstructed shares, constituting “broker non-votes,” will be considered as present for determining a quorum, but will not be voted with respect to that matter.

7. What Is a Broker Non-Vote?

A “broker non-vote” occurs when a nominee (such as a custodian or bank) holding shares for a beneficial owner returns a signed proxy but does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

8. What Vote Is Required to Approve Each Proposal?

Voting Rights Generally. Each share of common stock is entitled to one vote on each matter to be voted on at the annual meeting. Stockholders have no cumulative voting rights. Although the advisory vote on Proposal 2 is non-binding, as provided by law, the Compensation Committee of the Board and the Board will review the results of the vote and, consistent with our record of stockholder engagement, will consider the results of the vote when making future compensation decisions.


		2021 Proxy Statement \| 10

Election of Directors. Our Bylaws provide that, in an uncontested election, a nominee for director is elected only if such nominee receives the affirmative vote of a majority of the total votes cast for and against such nominee. The majority voting standard does not apply in contested elections, and directors are elected by a plurality of the votes cast in a contested election.

The majority voting standard will apply to the election of directors at the annual meeting. Accordingly, a nominee for election to the Board will be elected if the number of votes cast “for” such nominee exceeds the number of votes cast “against” that nominee. Abstentions and broker non-votes will not be treated as votes cast in the election of a director and will therefore have no effect on the result of such vote.

Advisory Vote on Executive Compensation. Approval on an advisory, non-binding basis of the compensation of our NEOs requires the affirmative vote of a majority of all votes cast on this Proposal. Abstentions and broker non-votes (if any) will not be counted as a vote cast and will have no effect on the outcome of this Proposal. As an advisory vote, the proposal to approve the compensation of our NEOs is not binding upon us. However, our Compensation Committee, which is responsible for designing and administering our executive compensation programs, and the Board, value the opinions expressed by our stockholders and will consider the results of the vote when making future compensation decisions.

Ratification of Appointment of Independent Registered Public Accounting Firm. Ratification of our Audit Committee’s appointment of Deloitte as our independent registered public accounting firm for our fiscal year ending January 29, 2022 requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the annual meeting. Abstentions (if any) will have the same effect as a vote “against” this Proposal. Broker non-votes (if any) will have no effect on the outcome of this Proposal. If the stockholders should not ratify the appointment of Deloitte, the Audit Committee will reconsider the appointment.

9. Who Counts the Votes?

We have engaged Computershare, our transfer agent, as our inspector of elections to receive and tabulate votes. Computershare will separately tabulate “for” and “against” votes, abstentions and broker non-votes. Computershare will also certify the results and determine the existence of a quorum and the validity of proxies and ballots.

10.Who Pays the Cost of Solicitation of Proxies?

We will pay for the cost of preparing, assembling, printing, mailing and distributing these proxy materials. Our directors, officers and employees may solicit proxies or votes in person, by telephone, or by electronic communication. Such individuals will not receive any additional compensation for these solicitation activities. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of our stock.

11.What Does it Mean if I Receive More Than One Proxy Card?

Some of your shares may be registered differently or held in more than one account. You should vote each of your accounts via the Internet, by telephone or mail. If you mail your proxy cards, please sign, date and return each proxy card to assure that all of your shares are voted.

12.How Do I Submit a Stockholder Proposal for Next Year’s Annual Meeting?

Stockholder proposals may be submitted for inclusion in the proxy statement for our 2022 annual meeting of stockholders in accordance with Rule 14a-8 of the Securities and Exchange Commission (“SEC”). See “Other Matters—Proposals Pursuant to Rule 14a-8” later in this proxy statement. In addition, eligible stockholders are entitled to nominate and include in our proxy statement for our 2022 annual meeting Director nominees, subject to limitations and requirements in our Bylaws. See “Other Matters—Proxy Access Director Nominees” later in this proxy statement. Any stockholder who wishes to propose any business at the 2022 annual meeting other than for inclusion in our proxy statement pursuant to Rule 14a-8 or pursuant to the proxy access provisions in our Bylaws must provide timely notice and satisfy the other requirements for stockholders proposals in our Bylaws. See “Other Matters—Other Proposals and Nominees” later in this proxy statement. Proposals should be sent via registered, certified, or express mail to: Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051.

13.What is Included in the Proxy Materials?

We have furnished our Annual Report with this proxy statement. The Annual Report includes our audited financial statements for our fiscal year ended January 30, 2021 (“fiscal 2020”), along with other financial information about us. Our Annual Report is not part of the proxy solicitation materials.


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You can obtain, free of charge, a copy of our Annual Report, which includes our audited financial statements, by:

•

accessing our website at http://investor.gamestop.com and clicking on the “Investor Relations” link then the “Financial Information” link;

•

writing to Eric Cerny, Investor Relations, at 625 Westport Parkway, Grapevine, Texas 76051; or

•

calling (817) 424-2000.

You can also obtain a copy of our Annual Report and other periodic filings that we make with the SEC from the SEC’s EDGAR database at www.sec.gov.

14.How Can I Access the Proxy Materials Electronically?

Your proxy card will contain instructions on how to:

•

view our proxy materials for the annual meeting on the Internet; and

•

instruct us to send our future proxy materials to you electronically by e-mail.

Our proxy materials are also available on our website at http://investor.gamestop.com and clicking on the “Investor Relations” link then the “Online Investor Kit” link. Our proxy materials will be available during the voting period at www.proxydocs.com/GME.

15.How Are the Proxy Materials Being Distributed?

On or about April 22, 2021, we will begin mailing the proxy materials to stockholders of record as of April 15, 2021, and we will post our proxy materials at http://investor.gamestop.com (click on the “Investor Relations” link then the “Online Investor Kit” link). In addition, the website provides information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

16.Can Stockholders and Other Interested Parties Communicate Directly with The Board?

Yes. We invite stockholders and other interested parties to communicate directly and confidentially with the full Board, the Chair of the Board or the non-management directors as a group by writing to the Board, the Chair or the Non-Management Directors, GameStop Corp., GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051, Attn: Secretary. The Secretary will forward such communications to the intended recipient and will retain copies for our corporate records.


		2021 Proxy Statement \| 12

PROPOSAL 1: ELECTION OF DIRECTORS

General

The Board has nominated each of the six individuals identified below under “The Nominees” to stand for election at the annual meeting, four of whom are currently directors. The following incumbent directors will be retiring from the Board at the end of their terms at the annual meeting: Lizabeth Dunn, Paul J. Evans, Raul J. Fernandez, Reginald Fils-Aimé, William Simon, James K. Symancyk, Carrie W. Teffner and Kathy P. Vrabeck. Effective upon the election of directors at the annual meeting, the number of directors constituting the Board will be reduced from twelve to six.

Each director elected at the annual meeting will hold office for a term expiring at the 2022 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. Each of the nominees identified in this Proxy Statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a director if elected by the stockholders. We have no reason to believe that any of the nominees will be unable to serve as a director. However, should any nominee be unable to serve if elected, the Board may reduce the number of directors or recommend a substitute nominee. The shares represented by all valid proxies may be voted for the election of a substitute if one is nominated by the Board.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR ALL” OF THE BOARD’S SIX NOMINEES.

The Nominees

The following table sets forth the names and ages of the individuals nominated by the Board for election at the annual meeting, the years they first became a director, the positions, if any, they hold with the Company, and the standing committees of the Board, if any, on which they serve as of April 15, 2021:

Name

Age

Director
Since

Position with the
Company

Audit
Committee

Compensation
Committee

Nominating
and Corporate
Governance
Committee

Strategic
Planning and
Capital
Allocation
Committee

George E. Sherman

2019

Chief Executive
Officer⁽¹⁾

Alain (Alan) Attal

2021

Director

X⁽³⁾

Lawrence (Larry) Cheng

—

Nominee

Ryan Cohen⁽²⁾

2021

Director

X⁽³⁾

James (Jim) Grube

2021

Director

X⁽³⁾

Yang Xu

—

Nominee

(1)

On April 18, 2021, we and Mr. Sherman entered into the Transition Agreement, which provides for Mr. Sherman to step down as our President and Chief Executive Officer on the Separation Date. Subject to Mr. Sherman’s reelection at the annual meeting, he has agreed to continue to serve as a director.

(2)

Mr. Cohen will become Chair of the Board effective as of the annual meeting.

(3)

Committee Chair

Agreement with RC Ventures and Ryan Cohen

On January 10, 2021, we entered into an agreement (the “RCV Agreement”) with RC Ventures LLC and Ryan Cohen (together, “RC Ventures”). In the RCV Agreement, we agreed to increase the size of the Board by three directors to a total of 13 directors and to appoint Messrs. Attal, Cohen and Grube as members of the Board, each with a term expiring at the annual meeting. We further agreed that, effective at the annual meeting, the size of the Board would be reduced by four directors to a total of nine directors and that the Board would nominate each of Messrs. Attal, Cohen and Grube and six of our then incumbent directors (Paul Evans, Reginald Fils-Aimé, George Sherman, William Simon, Carrie Teffner and Kurt Wolf). As part of the RCV Agreement, RC Ventures agreed to customary standstill provisions, which provide that until the earlier of (a) the date that is 30 calendar days prior to the deadline for the submission of director nominations by stockholders for our 2022 annual meeting of stockholders and (b) the date that is 120 days prior to the first anniversary of the annual meeting (such period, the “Standstill Period”), RC Ventures will not, among other things: (i) acquire beneficial ownership in, or aggregate economic exposure to, directly or indirectly, more than 19.9% of


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our outstanding common stock; (ii) make any proposal for consideration by stockholders at any annual or special meeting of stockholders; (iii) make any offer or proposal with respect to any extraordinary transactions; or (iv) seek, alone or in concert with others, the appointment, election or removal of any directors in opposition to any recommendation of the Board, in each case as further described in the RCV Agreement. As part of the RCV Agreement, we have permitted RC Ventures to acquire, whether in a single transaction or multiple transactions from time to time, additional shares of our common stock to the extent such acquisitions would result in RC Ventures having beneficial ownership of less than 20.0% of the outstanding shares, without triggering the restrictions that would otherwise be imposed under Section 203 of the Delaware General Corporation Law (the “DGCL”), and RC Ventures agreed that upon acquiring beneficial ownership 20.0% or more of the outstanding shares of our common stock, the restrictions under Section 203 of the DGCL would apply to a potential business combination with RC Ventures as an “interested stockholder” (as defined in Section 203 of the DGCL). A copy of the RCV Agreement is available for review as Exhibit 10.1 of a Current Report on Form 8-K that we filed with the SEC on January 11, 2021. Subsequent to our entry into the RCV Agreement, Mr. Wolf resigned from the Board, and Messrs. Evans, Fils-Aimé and Simon and Ms. Teffner are not standing for re-election to the Board at the annual meeting.

Director Qualifications and Experience

Our business is managed under the direction of the Board and we strive to maintain a board with a mix of skills and experiences that, taken together, provide us with the variety and depth of knowledge necessary for effective oversight, direction and vision. The following matrix presents qualifications and experiences the Board considered in recommending each director nominee for election:

Qualifications and Experience

George E.
Sherman

Alan
Attal

Larry
Cheng

Ryan
Cohen

Jim
Grube

Yang

Business experience in a senior leadership position provides the perspective and practical understanding of leading a business organization

●

Finance and capital allocation experience gained from experience as a CEO, finance or accounting executive, or audit committee member is important because effective capital allocation, accurate financial reporting and effective internal controls are critical to our success

●

Marketing or brand management experience is valuable because of the strategic importance of consumer positioning and brand management in the specialty retail business

●

Retail experience provides an understanding of strategic and operational issues facing specialty retail companies

●

E-Commerce experience helps guide our strategic emphasis on online and mobile channels and building a superior customer experience

●

Technology experience provides the insight and perspective needed to make the technology investment decisions required to meet our strategic imperatives of becoming a customer-obsessed technology company that delights gamers

●


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Biographies of Director Nominees

The biographies describe each director nominee’s qualifications and relevant experience. The biographies include key qualifications, skills, and attributes most relevant to the decision to nominate candidates to serve on the Board.



GEORGE E. SHERMAN

Chief Executive Officer, GameStop Corp.	Director since 2019	Age 59
	Other Public Company Directorships:	• None
	GameStop Committees:	• None
	Mr. Sherman is a director and is our Chief Executive Officer. Prior to his appointment as the Chief Executive Officer in April 2019, Mr. Sherman served since January 2017 as the Chief Executive Officer of Victra, one of the largest authorized retailers for Verizon Wireless in the U.S. with more than 1,140 Verizon branded retail stores in 46 states. Mr. Sherman, who has a long background in the retail industry, had previously served three years (April 2013 to December 2016) as president of Advance Auto Parts based out of its operations center in Raleigh, North Carolina and as interim CEO from January through April 2016. During his tenure, he helped merge and integrate Raleigh-based General Parts International following its acquisition in 2014. Mr. Sherman has also served in senior leadership roles at Best Buy and Home Depot. Director Qualifications: Mr. Sherman brings to the Board more than 25 years of experience in the retail industry, having served in senior management positions overseeing merchandising, marketing, supply chain, store operations, E-Commerce and business development.



ALAIN (ALAN) ATTAL

Former Chief Marketing Officer, Chewy Inc.	Director since 2021	Age 52
	Other Public Company Directorships:	• None
	GameStop Committees:	• Audit Committee
		• Compensation Committee, Chair
		• Nominating and Corporate Governance Committee, Chair
		• Strategic Planning and Capital Allocation Committee
	Mr. Attal is an E-Commerce executive and entrepreneur with more than two decades of experience building and managing businesses. From 2017 through 2018, Mr. Attal served as the Chief Marketing Officer of Chewy Inc. (NYSE: CHWY) and oversaw an annual acquisition budget of more than $300 million, which was allocated to broadcast, direct mail and digital advertising and engagement initiatives. From 2011 through early 2017, he served as Chewy’s Chief Operating Officer and oversaw its expansion from three people to more than 10,000 employees and $3 billion in revenues. Director Qualifications: Mr. Attal brings to the Board more than two decades of experience building and managing businesses, having served in senior management positions overseeing marketing and operations generally.


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LAWRENCE (LARRY) CHENG

Co-Founder and Managing Partner, Volition Capital	Director since N/A	Age 45
	Other Public Company Directorships:	• None
	GameStop Committees:	• N/A
	Larry Cheng is Co-Founder and Managing Partner of Volition Capital, a leading growth equity investment firm based in Boston, Massachusetts and the first investor in Chewy Inc. He has more than two decades of venture capital and growth equity investing experience based on time at Volition Capital, Fidelity Ventures, Battery Ventures, and Bessemer Venture Partners. He presently leads the Internet and Consumer team at Volition Capital, focusing on disruptive companies in E-Commerce, internet services, consumer brands, and digital media and gaming. He received his bachelor’s degree from Harvard College where he concentrated in Psychology. Director Qualifications: Mr. Cheng brings to the Board significant experience in E-Commerce, internet services, consumer brands, digital media and gaming.



RYAN COHEN

Founder and Former Chief Executive Officer, Chewy, Inc.	Director since 2021	Age 35
	Other Public Company Directorships:	• None
	GameStop Committees:	• Nominating and Corporate Governance Committee
		• Strategic Planning and Capital Allocation Committee, Chair
	Ryan Cohen is the manager of RC Ventures and a sizable stockholder of GameStop Corp. Mr. Cohen previously founded and served as the Chief Executive Officer of Chewy Inc. (NYSE: CHWY), where he oversaw the company’s growth and ascension to market leadership in the pet industry. Mr. Cohen led the company through its successful sale to PetSmart Inc. prior to stepping down in 2018. Director Qualifications: In addition to his ownership perspective, Mr. Cohen brings to the Board his demonstrated leadership experience as a successful entrepreneur and his valuable expertise in retail strategy, E-Commerce and online marketing.



JAMES (JIM) GRUBE

Former Chief Financial Officer, Chewy, Inc.	Director since 2021	Age 50
	Other Public Company Directorships:	• None
	GameStop Committees:	• Audit Committee, Chair
		• Strategic Planning and Capital Allocation Committee
	Mr. Grube is a business and finance executive with more than two decades of corporate experience. He was most recently the Chief Financial Officer of Vacasa, a North American vacation rental management company. He previously served as the Chief Financial Officer of Chewy, Inc. (NYSE: CHWY) from 2015 through 2018. He was formerly the Senior Vice President of Finance at Hilton (NYSE: HLT) from 2009 through 2015 and a Director of Finance at Amazon (NASDAQ: AMZN) from 2007 through 2009. He has a bachelor’s degree in Industrial Engineering from Purdue University and received his master’s degree from the Massachusetts Institute of Technology. Director Qualifications: Mr. Grube brings to the Board more than two decades of corporate experience, having served in senior management positions overseeing finance, accounting, treasury, tax, and procurement.


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YANG XU

Senior Vice President of Global Finance and Treasury, The Kraft Heinz Company	Director since N/A	Age 42
	Other Public Company Directorships:	• None
	GameStop Committees:	• N/A
	Yang Xu is Senior Vice President of Global Finance and Treasury at The Kraft Heinz Company. She has more than 20 years of broad experience across the capital markets, finance, strategic planning, transactions and business operations in the U.S., Asia and Europe. Prior to The Kraft Heinz Company, she held roles with Whirlpool Corporation and General Electric Healthcare. She has a bachelor’s degree in Finance from Wuhan University, a master’s degree in management from the HEC School of Management and a master’s in Business Administration from the London Business School. Director Qualifications: Ms. Xu brings to the Board more than 20 years of broad experience, including in capital markets, finance, strategic planning, transactions and business operations.

Board Oversight of Strategy

The Board is deeply engaged and involved in overseeing our long-range strategy, including evaluating key market opportunities, consumer trends and competitive developments. The Board’s oversight of risk is another integral component of the Board’s oversight and engagement on strategic matters. Strategy-related matters are regularly discussed at Board meetings and, as relevant, at Board committee meetings. Matters of strategy also inform committee-level discussions of many issues, including business risk. Engagement of the Board on these issues and other matters of strategic importance continues in between Board meetings, including through updates to the Board on significant items and discussions by our Chief Executive Officer with the independent Chair of the Board on a periodic basis. Each director is expected to and does bring to bear his or her own talents, insights and experiences on these strategy discussions.

Meetings and Committees of the Board

The Board met 17 times during fiscal 2020. Each incumbent director who served on the Board at any time during fiscal 2020 attended 75% or more of the aggregate of the total number of meetings of the Board and the total number of meetings of all committees thereof on which they served (held during the period in fiscal 2020 that he or she served).

The Board has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Strategic Planning and Capital Allocation Committee.

Audit Committee

The Audit Committee assists the Board in fulfilling its oversight responsibility and reviews:

•

The adequacy and integrity of our financial statements, financial reporting process and internal system of accounting controls;

•

The appointment, termination, compensation, retention and oversight of the independent registered public accountants;

•

The scope of the audit performed by the independent registered public accounting firm of our books and records;

•

The internal audit function and plan;

•

Our compliance with legal and regulatory requirements;

•

Our Code of Business Conduct and Ethics; and

•

With management and the independent auditor any related party transactions and approves such transactions, if any.

In addition, the Audit Committee has established procedures for the receipt, retention and treatment of confidential and anonymous complaints regarding our accounting, internal accounting controls and auditing matters. The Board has adopted a written charter setting out the functions of the Audit Committee (the “Audit Committee Charter”), a copy of which is available on our website at http://investor.gamestop.com and is available in print to any stockholder who requests it in writing to our Secretary, GameStop Corp., 625


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Westport Parkway, Grapevine, Texas 76051. As required by the Audit Committee Charter, the Audit Committee will continue to review and reassess the adequacy of the Audit Committee Charter annually and recommend any changes to the Board for approval.

The current members of the Audit Committee are Jim Grube (Chair), Alan Attal and Paul J. Evans, each of whom is an “independent” director under the listing standards of the NYSE. The Board has determined that Mr. Grube has the requisite attributes of an “audit committee financial expert” as defined by regulations promulgated by the SEC and that such attributes were acquired through relevant education and/or experience. In addition to meeting the independence standards of the NYSE, each member of the Audit Committee is financially literate and meets the independence standards established by the SEC. The Audit Committee met seven times during fiscal 2020.

The expected members of the Audit Committee, effective immediately following the annual meeting, subject to each director nominee’s election as a director, are Jim Grube (Chair), Alan Attal, Larry Cheng and Yang Xu, each of whom is an “independent” director under the listing standards of the NYSE. The Board has determined that Mr. Grube has the requisite attributes of an “audit committee financial expert” as defined by regulations promulgated by the SEC and that such attributes were acquired through relevant education and/or experience. In addition to meeting the independence standards of the NYSE, each expected member of the Audit Committee following the annual meeting is financially literate and meets the independence standards established by the SEC.

Compensation Committee

The Compensation Committee is primarily responsible for:

•

Annually reviewing and approving corporate goals and objectives relevant to Chief Executive Officer compensation, evaluating the Chief Executive Officer’s performance and, either as a committee or together with the other independent directors (as directed by the Board), determining and approving the Chief Executive Officer’s compensation level based on this evaluation;

•

Working together with the Chief Executive Officer, annually reviewing and approving, for the other NEOs and other executive officers, the annual base salary level, the annual incentive opportunity level, the LTI opportunity level, employment agreements, severance arrangements, and change of control agreements/provisions, in each case as, when and if appropriate, and any special or supplemental benefits;

•

Working together with the Chief Executive Officer, annually reviewing and making recommendations to the Board with respect to the compensation programs and policies applicable to our officers and directors, including incentive-compensation plans, equity-based plans and severance and retirement plans;

•

Administering our equity-based incentive plans, including the GameStop Corp. 2019 Incentive Plan (the “2019 Incentive Plan”) and our Amended and Restated 2011 Incentive Plan (the “2011 Incentive Plan”); and

•

Producing an annual report on executive compensation for inclusion in our annual proxy statement.

The Compensation Committee has the authority to engage executive compensation advisers, if desired, to assist the Compensation Committee in conducting its duties.

The current members of the Compensation Committee are Alan Attal (Chair), Lizabeth Dunn, James K. Symancyk and Kathy P. Vrabeck, each of whom meets the independence standards of the NYSE and the SEC. The expected members of the Compensation Committee, effective immediately following the annual meeting, subject to each director nominee’s election as a director, are Alan Attal (Chair), Larry Cheng and Jim Grube, each of whom meets the independence standards of the NYSE and the SEC. The Board has adopted a written charter setting out the functions of the Compensation Committee, a copy of which is available on our website at http://investor.gamestop.com and is available in print to any stockholder who requests it in writing to our Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. The Compensation Committee met six times during fiscal 2020.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is primarily responsible for:

•

Reviewing and recommending to the Board candidates for service on the Board and its committees, including the nomination of existing directors;

•

Periodically reviewing and making recommendations to the Board regarding the size and composition of the Board and its committees;

•

Annually reviewing the independence of the directors;

•

Overseeing our orientation process for newly elected directors and regularly assessing the adequacy of and need for additional director continuing education programs;


		2021 Proxy Statement \| 18

•

Overseeing the annual performance evaluation of the Board and its committees and management; and

•

Periodically reviewing and recommending changes to our Corporate Governance Guidelines.

The current members of the Nominating and Corporate Governance Committee are Alan Attal (Chair), Ryan Cohen, Lizabeth Dunn and Reginald Fils-Aimé, each of whom meets the independence standards of the NYSE. The expected members of the Nominating and Corporate Governance Committee, effective immediately following the annual meeting, subject to each director nominee’s election as a director, are Alan Attal (Chair), Jim Grube and Yang Xu, each of whom meets the independence standards of the NYSE. The Board has adopted a written charter setting out the functions of the Nominating and Corporate Governance Committee, a copy of which can be found on our website at http://investor.gamestop.com and is available in print to any stockholder who requests it in writing to our Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. The Nominating and Corporate Governance Committee met five times during fiscal 2020.

Strategic Planning and Capital Allocation Committee

The Strategic Planning and Capital Allocation Committee was formed in January 2021 and is primarily responsible for evaluating and making recommendations to the Board with respect to:

•

Our operational objectives, expense structure and corporate strategy;

•

Our capital structure and capital allocation priorities, including with respect to investments, capital market activities, share repurchases, leverage and liquidity levels and dividends;

•

Our performance with respect to strategies, investments and initiatives versus original projections;

•

The parameters of, and assumptions underlying, our annual operating and capital plans and budgets;

•

The employment status of our executive officers and, to the extent appropriate, recommending any successors to such persons;

•

Strategic acquisitions, divestitures, partnerships and business combinations; and

•

In conjunction with the Compensation Committee, the performance of management and the metrics through which we align executive compensation with individual, departmental and corporate performance.

The current members of the Strategic Planning and Capital Allocation Committee are Ryan Cohen (Chair), Alan Attal and Jim Grube, each of whom meets the independence standards of the NYSE. The expected members of the Strategic Planning and Capital Allocation Committee, effective immediately following the annual meeting, subject to each director nominee’s election as a director, are Ryan Cohen (Chair), Alan Attal and Jim Grube, each of whom meets the independence standards of the NYSE. The Board has adopted a written charter setting out the functions of the Strategic Planning and Capital Allocation Committee, a copy of which can be found on our website at http://investor.gamestop.com and is available in print to any stockholder who requests it in writing to our Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051.

Minimum Qualifications

The Nominating and Governance Committee ensures that the Board possesses the right mix of skills and experiences to provide effective guidance and oversight to management as it executes our short and long-term strategy. The Nominating and Corporate Governance Committee does not set specific minimum qualifications for directors except to the extent required to meet applicable legal, regulatory and stock exchange requirements, including, but not limited to, the independence requirements of the NYSE and the SEC, as applicable. Nominees for director are selected on the basis of outstanding achievement in their personal careers; board experience; wisdom; integrity; diversity; ability to make independent, analytical inquiries; understanding of the business environment; and willingness to devote adequate time to Board duties. The Nominating and Corporate Governance Committee and the Board believe that Board membership should reflect diversity in its broadest sense, including diversity of skills, background, gender and ethnicity. While the selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, the Nominating and Corporate Governance Committee believes that each director should have a basic understanding of (i) our principal operational and financial objectives and plans and strategies, (ii) our results of operations and financial condition, including of our business segments, and (iii) our relative standing relation to our competitors. The Board has established a director retirement age of 75, unless the Chair of the Board grants a waiver as permitted under the retirement policy. Currently, none of our directors is of retirement age.

Nominating Process

The Nominating and Corporate Governance Committee will consider recommendations for director candidates from a variety of sources (including incumbent directors, stockholders (in accordance with the procedures described below), our management and


19 \| 2021 Proxy Statement

third-party search firms). When nominating an incumbent director for re-election at an annual meeting, the Nominating and Corporate Governance Committee considers the director’s performance on the Board and its committees and the director’s qualifications in light of the Nominating and Corporate Governance Committee’s assessment of the Board’s needs. The Nominating and Corporate Governance Committee has not adopted any criteria for evaluating a candidate for nomination to the Board that differ depending on whether the candidate is nominated by a stockholder, an incumbent director, our management, third-party search firm or other source.

Consideration of Stockholder-Nominated Directors

In addition to proposing a candidate for possible nomination by the Nominating and Corporate Governance Committee, any stockholder is entitled to directly nominate one or more candidates for election to the Board in accordance with our Bylaws. See “Other Matters—Other Proposals and Nominees” later in this proxy statement. Also, in March 2017, the Board amended the Bylaws to include a proxy access provision. The proxy access bylaw allows a stockholder, or a group of up to 25 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years, to nominate and include in our proxy materials director nominees constituting up to two individuals or 25% of the Board (whichever is greater), provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in Article III of the Bylaws. The complete text of our Bylaws, as amended, is available on our website at http://investor.gamestop.com and is available in print to any stockholder who requests it in writing to our Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. See “Other Matters—Proxy Access Director Nominees” elsewhere in this proxy statement.

Annual Board Evaluation Process

The Board recognizes that a robust and constructive evaluation process is an essential part of good corporate governance and board effectiveness. The evaluation processes utilized by the Board are designed and implemented under the direction of the Nominating and Corporate Governance Committee and aim to assess Board and committee effectiveness as well as individual Director performance and contribution levels. The Nominating and Corporate Governance Committee and full Board consider the results of these evaluations in connection with their review of Director nominees to ensure the Board continues to operate effectively.

Our directors regularly complete governance questionnaires and self-assessments. These questionnaires and assessments, and feedback from discussions between members of the Nominating and Corporate Governance Committee and individual directors, facilitate a candid assessment of: (i) the Board’s performance in areas such as business strategy, risk oversight, talent development and succession planning and corporate governance; (ii) the Board’s structure, composition and culture; and (iii) the mix of skills, qualifications and experiences of our directors.

Corporate Governance

Director Independence; Independence Determination

The Board has adopted the definition of independence in the listing standards of the NYSE. In its assessment of director independence, the Board considers all commercial, charitable and other relationships and transactions that any director or member of his or her immediate family may have with us, with any of our affiliates or with any of our consultants or advisers.

The Board has affirmatively determined that each of Alan Attal, Larry Cheng, Ryan Cohen, Jim Grube and Yang Xu is independent under the NYSE standards as well as under standards set forth in SEC regulations, and that the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are comprised exclusively of independent directors under the foregoing standards. The Board did not determine Mr. Sherman to be independent because of his current executive position with us.

Our independent and non-management directors hold regularly scheduled executive sessions without management present.

Board Leadership Structure

The Board’s leadership structure is currently comprised of an independent Chair of the Board, our Chief Executive Officer and 10 other independent directors. Effective immediately upon his election at the annual meeting, Ryan Cohen will become the Chair of the Board. In this role, Mr. Cohen will preside over regularly scheduled meetings with the other non-management directors to discuss and evaluate our business without members of management present and will provide guidance and oversight to management. Mr. Sherman, our Chief Executive Officer also serves as a director. The Board believes that Mr. Sherman’s service as a director further enhances the Board’s oversight of our day-to-day operations and provides additional management expertise with respect to the complexities of our business units. All directors play an active role in overseeing our business both at the Board and committee level. This structure, together with our other corporate governance practices, provides strong independent oversight of management while ensuring clear strategic direction for us. The Board believes that at this time our stockholders are best served by this structure.


		2021 Proxy Statement \| 20

Majority Voting in the Election of Directors

Directors must be elected by a majority of the votes cast in elections for which the number of nominees for election does not exceed the number of directors to be elected. A plurality vote standard applies to contested elections where the number of nominees exceeds the number of directors to be elected. Our Bylaws provide that any incumbent director who does not receive a majority of the votes cast in an uncontested election is required to tender his or her resignation for consideration by our Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The director who tenders his or her resignation will not participate in the Nominating and Corporate Governance Committee’s or the Board’s decision. In determining its recommendation to the Board, the Nominating and Corporate Governance Committee will consider all factors that it deems relevant. Following such determination, we will promptly publicly disclose the Board’s decision, including, if applicable, the reasons for rejecting the tendered resignation.

Human Capital Management Oversight

The Board, as a whole and through its standing committees, has made human capital management a priority. The Board believes that the diverse talents of our global team of associates is a key contributor to our success as a global brand. We are committed to the ongoing talent development of all our associates and offer rewarding learning opportunities through our proprietary training programs and high-potential talent development programs as well as educational assistance programs. At GameStop, we advocate working actively to build understanding and collaboration across our family of brands. For additional information on our human capital management, see our 2020 Annual Report on Form 10-K.

Codes of Ethics

We have adopted a Code of Ethics for Senior Financial and Executive Officers that is applicable to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, any Executive Vice President, any Senior Vice President or Vice President employed in a finance or accounting role and any managing director or finance director of all our foreign subsidiaries. We have also adopted a Code of Standards, Ethics and Conduct applicable to all of our associates and non-employee directors. The Code of Ethics for Senior Financial and Executive Officers and the Code of Standards, Ethics and Conduct are available on our website at http://investor.gamestop.com and are available in print to any stockholder who requests them in writing to our Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. In accordance with SEC rules, we intend to disclose any amendment (other than any technical, administrative or other non-substantive amendment) to either of the above Codes, or any waiver of any provision thereof with respect to certain specified officers listed above, on our website at http://investor.gamestop.com within four business days following such amendment or waiver.

Claw-back Policy

We have adopted a claw-back policy which requires the Board, when permitted by law, to require reimbursement of annual incentive payments or LTI payments from a current or former executive officer where the payment was predicated upon achieving certain financial results or other operating metrics, and either (1) the Board determines in its good faith judgment that such financial results or other operating metrics were achieved in whole or part as a result of fraud or other misconduct on the part of such executive, or fraud or other misconduct of other employees of which such executive had knowledge, whether or not such conduct results in any restatement of our financial statements filed with the SEC, or (2) such financial results or other operating metrics were the subject of a restatement of our financial statements filed with the SEC, and a lower payment would have been made to the executive officer based upon the restated financial results. We will, to the fullest extent possible under applicable law, seek to recover from the individual executive officer, in the case of (1), the full amount of the individual executive officer’s incentive payments for the relevant period (including, at a minimum, for the three-year period prior to such financial results), and in the case of (2), the amount by which the individual executive officer’s incentive payments for the relevant period (including, at a minimum, for the three-year period prior to the restatement of financial results) exceeded the lower payment that would have been made based on the restated financial results.


21 \| 2021 Proxy Statement

Equity Ownership Policy

The Board believes that it is important for each executive officer and non-employee director to have a financial stake in us to help align the executive officer’s and non-employee director’s interests with those of our stockholders. To that end, we have an equity ownership policy requiring that each executive officer and non-employee director maintain ownership of common stock with a value of at least the following:


Executive Officer or Non-employee Director		Fiscal 2020 Stock Ownership Guidelines

Chief Executive Officer		5 times base salary

Chief Operating Officer or Executive Vice President		3 times base salary

Non-employee Director		$275,000

New executive officers or non-employee directors are given a period of five (5) years to attain full compliance with these requirements. These requirements will be reduced by 50% for executive officers after the executive officer reaches the age of 62 in order to facilitate appropriate financial planning.

For purposes of these determinations, (i) stock ownership includes shares of common stock which are directly owned or owned by family members residing with the executive officer or non-employee director, or by family trusts, as well as vested options and vested restricted stock, and unvested restricted stock or equivalents, unless they are subject to achievement of performance targets, and common stock or stock equivalents credited to such executive officer or non-employee director under any deferred compensation plan, and (ii) common stock shall be valued per share using the 200-day trailing average NYSE per share closing price. As of January 30, 2021, each of our executive officers and non-employee directors was in compliance with our equity ownership policy (either because they owned adequate shares or are within the applicable grace period to obtain adequate shares).

Anti-Hedging Policy

Given that the aim of ownership of common stock is to ensure that employees and directors have a direct personal financial stake in our performance, hedging transactions on the part of employees and directors could be contrary to that purpose. Therefore, we have adopted an anti-hedging policy which states that the implementation by an employee or director of hedging strategies or transactions using short sales, puts, calls or other types of financial instruments (including, but not limited to, prepaid variable forward contracts, equity swaps, collars, and exchange funds) based upon the value of common stock and applied to equity securities granted to such employee or director, or held, directly or indirectly, by such employee or director, is strictly prohibited.

Corporate Governance Guidelines; Certifications

The Board has adopted Corporate Governance Guidelines. The Corporate Governance Guidelines are available on our website at http://investor.gamestop.com and are available in print to any stockholder who requests them in writing to our Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051.

On an annual basis, our Chief Executive Officer submits to the NYSE the annual certification required by Section 303A.12(a) of the NYSE Listed Company Manual. In addition, we have filed with the SEC as exhibits to its Annual Report on Form 10-K, for fiscal 2020, the certifications of its Chief Executive Officer and Chief Financial Officer required pursuant to Section 302 of the Sarbanes-Oxley Act relating to the quality of its public disclosure.

Communications Between Stockholders and Interested Parties and the Board

Stockholders and other interested persons seeking to communicate with the Board should submit any communications in writing to the our Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. Any such communication must state the number of shares beneficially owned by the stockholder making the communication. Our Secretary will forward such communication to the full Board or to any individual director or directors (including the presiding director of the executive sessions of the non-management directors or the non-management directors as a group) to whom the communication is directed.

Attendance at Annual Meetings

All members of the Board are expected to attend the annual meeting and be available to address questions or concerns raised by stockholders. At our 2020 annual meeting of stockholders, which occurred during the COVID-19 pandemic, all of our then incumbent directors who stood for re-election at the 2020 annual meeting attended the meeting either in person or by teleconference.


		2021 Proxy Statement \| 22

Succession Planning

The Board is responsible for succession planning and succession planning issues are discussed as a matter of course at regular Board meetings. In addition, the Nominating and Corporate Governance Committee and the Strategic Planning and Capital Allocation Committee periodically review the talent development and succession plans for our senior executive officer positions, including the Chief Executive Officer.

Risk Oversight

Responsibility for risk oversight resides with the full Board. Committees have been established to help the Board carry out this responsibility by focusing on key areas of risk inherent in the business. The Audit Committee oversees risk associated with financial and accounting matters, including compliance with legal and regulatory requirements, related-party transactions and our financial reporting and internal control systems. The Audit Committee also oversees our internal audit function and regularly meets separately with our head of internal audit, Chief Financial Officer, external auditors and other financial and executive management. The Compensation Committee oversees risks associated with compensation policies and the retention and development of executive talent, including the development of policies that do not encourage excessive risk-taking by our executives. These policies include various factors to help mitigate risk, including fixed compensation components and variable components that include mitigating factors such as a consistent structure across all business units, generally involving consolidated income components; targeted award amounts that are not significant as a percentage of revenue; and vesting periods, equity ownership policies, and claw-back provisions. The Compensation Committee and management also regularly review our compensation policies to determine effectiveness and to assess the risk they present to us. Based on this review, we have concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on us. In addition, at least annually, the Board conducts a formal business review including a risk assessment related to our existing business and new initiatives. Because overseeing risk is an ongoing process and inherent in strategic decisions, the Board also discusses risk throughout the year at other meetings in relation to specific topics or actions.

Director Compensation

Currently, our standard non-employee director compensation presently consists of an annual cash retainer of $140,000 and an annual restricted stock award valued at approximately $140,000, which vests on the date of the next regularly scheduled annual meeting (subject to the grantee’s continued service through that date). In addition, in connection with Ms. Vrabeck’s appointment as Chair of the Board in June 2020, Ms. Vrabeck was entitled to receive an additional $200,000 retainer, payable 50% in restricted stock (granted at the same time as the annual restricted stock award in June 2020), and 50% in cash. This additional compensation was determined based on the expected additional responsibilities assumed by Ms. Vrabeck as Chair of the Board, as well as an analysis of compensation paid to Non-Executive Chairs among our 2020 executive compensation peer group.

Messrs. Simon, Symancyk and Fils-Aimé received no equity compensation for the fraction of the director term worked by them before the 2020 annual meeting. Accordingly, each of their 2020 equity awards was increased by (A) (i) $140,000 multiplied by (ii) the quotient of (a) the number of days between the effective date of his appointment to the Board and the 2020 annual meeting, and (b) the number of days between our 2019 annual meeting of stockholders and the 2020 annual meeting; divided by (B) the average closing price of our common stock for the five trading days immediately preceding the 2020 annual meeting. These increases represent the value of our standard annual non-employee director award multiplied by the fraction of the director term worked by these directors before the 2020 annual meeting.

Messrs. Attal and Grube, who were appointed to the Board on January 11, 2021, received a pro-rata portion of our standard 2020 non-employee director compensation, based on the portion of the year served by them and with the number of shares subject to their restricted stock awards based on the closing price of our common stock on the first trading day following their appointments. Their restricted stock awards will vest on the date of the annual meeting, subject to their continued service through that date. These restricted stock awards are not shown in the table below because they were not granted until after fiscal 2020.

Mr. Cohen declined to receive any compensation for his service as a non-employee director.

Commencing with the annual meeting, the Board has decided to reduce the amount and alter the structure of non-employee director compensation. Each non-employee director elected at the annual meeting will receive a restricted stock unit (RSU) award with a respect to a number of shares determined by dividing $200,000 by the average closing price of our common stock for the 30 trading days immediately preceding the annual meeting. Such RSUs will vest upon the earlier of the next regularly scheduled annual meeting following the award date or the grantee’s death. One share of common stock will be distributed in respect of each vested RSU within 60 days following the relevant vesting date or event. Under this revised structure, no cash compensation will be paid to our non-employee directors. Messrs. Cohen and Sherman have declined to receive compensation as non-employee directors.


23 \| 2021 Proxy Statement

The following table provides information regarding compensation earned by our non-employee directors during fiscal 2020.



Name	Fees Earned⁽¹⁾		Stock Awards ⁽²⁾⁽³⁾		Total

Current Non-Employee Directors:

Alain (Alan) Attal⁽⁴⁾	$	8,167	$	—	$	8,167

Ryan Cohen⁽⁴⁾	$	—	$	—	$	—

Lizabeth Dunn	$	127,361	$	138,244	$	265,605

Paul J. Evans⁽⁵⁾	$	85,167	$	139,416	$	224,582

Raul J. Fernandez	$	127,361	$	138,244	$	265,605

Reginald Fils-Aimé⁽⁶⁾	$	96,639	$	159,309	$	255,948

James (Jim) Grube⁽⁴⁾	$	8,167	$	—	$	8,167

William Simon⁽⁷⁾	$	112,972	$	176,004	$	288,976

James K. Symancyk⁽⁷⁾	$	112,972	$	176,004	$	288,976

Carrie W. Teffner	$	127,361	$	138,244	$	265,605

Kathy P. Vrabeck	$	185,694	$	236,991	$	422,686

Former Non-Employee Directors:

Jerome L. Davis⁽⁸⁾	$	45,694	$	—	$	45,694

Thomas N. Kelly Jr.⁽⁸⁾	$	45,694	$	—	$	45,694

Steven R. Koonin⁽⁹⁾	$	45,694	$	—	$	45,694

Gerald R. Szczepanski⁽⁹⁾	$	45,694	$	—	$	45,694

Kurtis J. Wolf⁽¹⁰⁾	$	85,167	$	139,416	$	224,582

Lawrence S. Zilavy⁽⁹⁾	$	45,694	$	—	$	45,694

(1)

Represents amounts earned and paid for service in fiscal 2020. In response to the impacts of the COVID-19 pandemic on our business, the Board elected to temporarily reduce its annual cash compensation by 50% effective April 26, 2020, which continued until June 30, 2020.

(2)

Reflects the grant date fair values in accordance with FASB ASC Topic 718. The grant date fair value of these awards may differ from the award values described in the narrative above, because grant date fair value is determined with reference to the closing price of our common stock on the grant date, whereas these awards were sized with reference to an average closing price of our common stock for a multi-day period preceding the applicable grant date. The Board decided to use this trailing average approach to determine award sizes to reduce the impact of short-term stock price volatility. These restricted shares vest on the date of the next regularly scheduled annual meeting of stockholders, subject to continued service to the Company.

(3)

As of January 30, 2021, each then incumbent non-employee director held the following number of unvested shares of restricted stock: Alan Attal—0; Ryan Cohen—0; James (Jim) Grube—0; Lizabeth Dunn—29,289; Paul J. Evans—29,289; Raul J. Fernandez—29,289; Reginald Fils-Aimé—33,752; William Simon—37,289; James K. Symancyk—37,289; Carrie W. Teffner—29,289; and Kathy P. Vrabeck—50,210. The former non-employee directors did not hold any shares of restricted stock as of January 30, 2021, except for Kurtis J. Wolf, who held 29,289 such shares on such date, all of which were forfeited upon his resignation from the Board on April 5, 2021.

(4)

Messrs. Attal, Cohen and Grube were appointed to the Board on January 11, 2021.

(5)

Mr. Evans was elected to the Board at the 2020 annual meeting on June 12, 2020.

(6)

Mr. Fils-Aimé’s appointment to the Board became effective on April 20, 2020.

(7)

Messrs. Simon and Symancyk were appointed to the Board on March 9, 2020

(8)

Messrs. Davis and Kelly were not reelected to the Board at the 2020 annual meeting.

(9)

Messrs. Koonin, Szczepanski and Zilavy retired from the Board at the end of their terms at the 2020 annual meeting.

(10)

Mr. Wolf was elected to the Board at the 2020 annual meeting on June 12, 2020. Mr. Wolf resigned as a member of the Board on April 5, 2021.

We have reimbursed and will continue to reimburse our directors for reasonable expenses incurred in connection with their attendance at Board and committee meetings. Because the Board believes that it is important for each director to have a financial


		2021 Proxy Statement \| 24

stake in us to help align the director’s interests with those of our stockholders, we require our directors maintain a certain level of ownership of common stock. For a description of the equity ownership policy, see “Corporate Governance-Equity Ownership Policy” above.

Directors who are our executive officers (presently, Mr. Sherman, and, previously, our former Executive Chair, Daniel A. DeMatteo) do not receive additional compensation for their services as directors, and none of the directors receive additional compensation for their services as committee chairpersons or as our lead independent director. Please see the portions of this proxy statement regarding executive compensation for a description of Mr. Sherman’s compensation.

As noted above, we entered into the Transition Agreement with Mr. Sherman on April 18, 2021, which provides that Mr. Sherman will soon step down as our President and Chief Executive Officer, but (subject to his reelection by our stockholders at the annual meeting) will continue to serve a member of the Board. Nonetheless, in the Transition Agreement, Mr. Sherman has declined to receive any compensation from us in respect of his service as a member of the Board, even after his employment ceases.

Executive Officers

The following table sets forth the names and ages of our executive officers and the positions they hold:



Name	Age	Title

George E. Sherman	59	Chief Executive Officer⁽¹⁾

Jenna Owens	42	Executive Vice President and Chief Operating Officer

Diana Saadeh-Jajeh	51	Senior Vice President and Interim Chief Financial Officer

Chris R. Homeister⁽²⁾	52	Executive Vice President and Chief Merchandising Officer

(1)

On April 18, 2021, we and Mr. Sherman entered into the Transition Agreement, which provides for Mr. Sherman to step down as our President and Chief Executive Officer on the Separation Date.

(2)

On March 29, 2021, Mr. Homeister notified us of his intent to resign his employment with us. We and Mr. Homeister have commenced discussions for a transition of Mr. Homeister’s responsibilities to other executives with an expectation that Mr. Homeister’s employment will terminate during our second fiscal quarter of 2021.

Roles of Chair of the Board and Chief Executive Officer

Effective immediately upon his election to the Board at the annual meeting, Ryan Cohen will become the Chair of the Board. As an independent chair, Mr. Cohen will have responsibility for presiding over regularly scheduled meetings with the other non-management directors to discuss and evaluate our business without members of management present and will provide guidance and oversight to management. Our Chief Executive Officer has responsibility for the development and execution of our strategic plans and for leadership and oversight of all of our day-to-day operations and performance.

Business Experience of Executive Officers

Information with respect to our Chief Executive Officer, who is also a director, is set forth in “Information Concerning the Directors and Nominees” above.

Jenna Owens currently serves as Executive Vice President and Chief Operating Officer, a role she has held since March 2021. Prior to joining the Company and since 2017, Ms. Owens served in a variety of senior roles at Amazon.com, Inc., including Director and General Manager of Distribution and Multi-Channel Fulfillment, Director of Associate Experience and Operations for COVID-19 Testing, Director of Global Product and Technology for Grocery Post-Order Customer Experience, and Director and General Manager of Amazon Fresh Pickup. Prior to joining Amazon.com, Inc., Ms. Owens held senior roles at Google, including General Manager of Operations of Google Express from 2012 to 2015 and Head of Operations Efficiency for Americas Ad Sales from 2015 to 2017. From 2011 to 2012, Ms. Owens worked at McKinsey & Co in the Supply Chain practice where her work included customer-back supply chain transformations of Fortune 500 manufacturers. Ms. Owens has also worked in operations and supply chain at McMaster-Carr Industrial Supply Co., and Honeywell Inc. Ms. Owens holds an Interdisciplinary B.A. from Amherst College and an M.B.A. from New York University’s Leonard N. Stern School of Business.

Diana Saadeh-Jajeh currently serves as Senior Vice President and interim Chief Financial Officer, a role she has held since March 2021. Ms. Saadeh-Jajeh joined GameStop as its Senior Vice President and Chief Accounting Officer effective June 29, 2020. Prior to joining GameStop, and since November 2018, she served as Vice President, Global Finance Operations & Transformation of


25 \| 2021 Proxy Statement

JUUL Labs, Inc., a global electronic cigarette company. From August 2016 to November 2018, Ms. Saadeh-Jajeh served as Senior Business Lead consultant, Acquire-to-Retire Transformation for Equinix, Inc., a publicly traded multinational company specializing in internet connection and data centers. From January 2015 to April 2016, Ms. Saadeh-Jajeh served as Vice President and Global Corporate Controller at e.l.f. Beauty, Inc., an American cosmetics company. Previously Ms. Saadeh-Jajeh served in various accounting, finance and financial reporting positions for Visa Inc. from 1997 to 2015. Ms. Saadeh-Jajeh is a Certified Public Accountant.

Chris R. Homeister serves as Executive Vice President, Chief Merchandising Officer, a role he has held since June 2019. Mr. Homeister notified us of his intent to resign his employment with us on March 29, 2021, citing diminished responsibilities. We have commenced discussions for a transition of Mr. Homeister’s responsibilities to other executives with an expectation that Mr. Homeister’s employment will terminate during our second fiscal quarter of 2021. Following such resignation and subject to his execution of a general release of claims against us and our affiliates, Mr. Homeister is expected to become entitled to the payments, rights and benefits associated with a “Good Reason” resignation under his employment agreement with us. Prior to joining GameStop, between January 2015 and October 2017 Mr. Homeister served as President, Chief Executive Officer and a Director of The Tile Shop and as Chief Operating Officer between October 2013 and December 2014. Previously, Mr. Homeister held a number of senior roles at Best Buy, including senior vice president, Merchandising & Strategic Planning, and general manager and senior vice president, Entertainment Business Group, where he oversaw the product categories including video games, movies, music and eReaders and launched Best Buy’s video game trade-in business.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the number of shares of our common stock (including common stock that may be purchased pursuant to the exercise of options, warrants or otherwise within 60 days of April 15, 2021) beneficially owned on April 15, 2021 by each director, each of the NEOs, each holder of 5% or more of our common stock and all of our directors and executive officers as a group. Except as otherwise noted, the individual director or executive officer (including former executive officers who are NEOs) or his or her immediate family members had sole voting and investment power with respect to the identified securities. Except as otherwise noted, the address of each person listed below is c/o GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. The total number of shares of our common stock outstanding as of April 15, 2021 was 70,771,778.

Shares Beneficially Owned

Name

Number ⁽¹⁾

BlackRock, Inc.

9,217,335

⁽²⁾

13.0

55 East 52^nd Street

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Sign, date and return your proxy card or voting
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meeting.

SEC Form DEF 14A filed by Gamestop Corporation