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:

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):

2020 Proxy Statement

Notice of 2020 Annual Meeting of Stockholders

to Be Held on June 12, 2020

Letter from our Chief Executive Officer

April 27, 2020

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. Importantly, you are being asked to vote FOR ALL of the 10 director nominees proposed by our Board using the enclosed BLUE proxy card. The Board’s nominees bring diverse perspectives, skills and experience to advancing GameStop’s strategy for achieving and sustaining profitable growth and value creation.

In support of our business transformation plan, our Board engaged in a robust and deliberative process to identify and onboard the right directors who possess the requisite skills and experience to support GameStop’s business transformation and long-term strategy. In March of this year, we were pleased to announce the appointment of three new independent directors to the Board. In conjunction, we published enhanced principles that embrace best-in-class corporate governance practices and a dedicated Board refreshment program.

GameStop’s Board and management team engage in continuous dialogue concerning corporate strategy, business objectives, and governance of the Company. Recognizing the changing retail landscape and in particular the evolving video gaming and collectibles markets we serve, in September 2019, we articulated a business transformation plan comprised of a series of integrated initiatives designed to drive GameStop’s long-term success and create value for our stockholders.

The Four-Pillar Strategy to Deliver Long-Term Profitable Growth

Our long-term corporate strategy rests on four pillars:

We are pleased with the early results of our transformation plan, as reflected in the achievements highlighted on page 6 of this proxy statement. We also recognize that we face headwinds of lower current generation console hardware and software sales as consumers delay purchases in anticipation of new platform launches expected later in the year. While social distancing and remote working policies driven by the pandemic have increased the demand for products that support how consumers work, learn, and play, the majority of our stores around the world are either fully closed or at a minimum, closed to the public, conducting only e-commerce order fulfillment. We did, however, enter this period of great uncertainty with a significantly stronger balance sheet as a direct result of our inventory and working capital improvement initiatives. We are navigating this unprecedented situation thoughtfully and have a cross-functional senior team that is fully dedicated to managing our response and ensuring we make the right decisions quickly to continue to serve our customers and achieve and sustain profitable long-term growth and value creation. Our team is committed to maintaining a keen focus on expense and inventory discipline so that we move forward with a strengthened platform to capitalize on the significant opportunities we see for growth.

Board Refreshment & Governance Enhancements

GameStop’s Board is committed to its role as your fiduciaries, and we believe that our directors’ diverse skills and backgrounds represent the expertise required for effective oversight of GameStop’s business. To support the business transformation plan, the Board appointed three new independent directors: Reginald Fils-Aimé, William Simon and James Symancyk. These new directors collectively bring deep expertise in retail turnarounds, finance, gaming, digital, consumer products and omnichannel operations, which are skill sets that directly complement GameStop’s Four-Pillar Strategy to transform our business to drive long-term stockholder value.

After years of distinguished service, four of our directors – Dan DeMatteo, Gerald Szczepanski, Larry Zilavy and Steve Koonin – have decided to retire from the Board. To lead this new generation of GameStop’s Board, Kathy Vrabeck will succeed Mr. DeMatteo as Board Chair to provide leadership as GameStop continues its transformation.

Following the election of the Board’s 10 director nominees at our 2020 Annual Meeting of Stockholders, the GameStop Board will have nine independent directors, six of whom will have served on the Board for less than two years. To ensure smooth onboarding and transition of these new directors, two current directors – Jerome Davis and Tom Kelly – will continue to serve as Board members to steward the new directors’ transition, maintaining and transferring their tenured knowledge until June 2021, after which they have decided to retire.

We have also implemented a suite of corporate governance enhancements to ensure continual and proactive refreshment of GameStop’s Board and its Committees. The Board has revised the Corporate Governance Guidelines to target:

The Future of GameStop

As we look ahead, GameStop’s Board and management will continue to press ahead with the Company’s turnaround to drive stockholder value pursuant to our business transformation strategy, to which significant positive achievements have already been made, with more work to do. This means your Nominating and Governance Committee will remain keenly focused on Board composition and future director candidates based on specific skill sets that are complementary to GameStop’s corporate strategy, as evidenced by the skills of our three new independent directors that directly correlate with and complement our long-term strategy outlined in this letter.

At our 2020 Annual Meeting of Stockholders, you have important choices to make that will greatly impact the direction GameStop takes in the future. In 2019, in order to avoid a costly proxy battle that would waste stockholder capital, we arrived at a settlement with dissident investors out of which we welcomed their nominee, Lizabeth Dunn, and appointed Raul Fernandez, a nominee approved and agreed upon by the dissident investors, to our Board. Yet, even after our constructive engagement and settlement with the dissident investors, and despite our consistent and ongoing discussions, these investors have chosen to again engage in a costly and distracting proxy contest that we do not believe serves stockholder interests, particularly in these difficult times of market disruption and macroeconomic uncertainties.

We believe that healthy debate from a diversity of perspectives is a positive attribute in any boardroom, which is the primary reason why your Board mindfully refreshed itself to bring in new perspectives. Yet, disruptive voices, without discernable, constructive recommendations, often become a negative distraction.

As your fiduciaries, GameStop’s Board remains committed to driving all of our collective efforts to create value for our stockholders. We strongly urge you to support management and the newly refreshed Board as they work to continue to create value for all stockholders.

Your vote is very important. Whether or not you plan to attend the 2020 Annual Meeting of Stockholders, and regardless of the number of GameStop shares that you own, it is important that your shares be represented and voted at the 2020 Annual Meeting of Stockholders. Therefore, our Board urges you to vote your shares FOR ALL of the 10 director nominees proposed by our Board, via the Internet or telephone or by mail by promptly marking, signing and dating the enclosed BLUE proxy card and returning it in the enclosed postage-paid envelope.

On behalf of GameStop’s Board and management, thank you for your support and participation.

Best regards,

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 June 12, 2020 at 8:00 a.m., Central Daylight Time at the Hilton Southlake Town Square located at 1400 Plaza Place, Southlake, Texas, 76092. At the annual meeting, you will be asked to:

Stockholders of record as of the close of business on April 20, 2020 (the “record date”) are entitled to vote at the annual meeting and any postponement or adjournment thereof. Please see pages 9 – 14 for additional information regarding attendance at the meeting and how to vote your shares. This proxy statement and the accompanying BLUE proxy card are first being sent or given to stockholders on or about April 27, 2020. This proxy statement provides information that you should consider when you vote your shares.

Your vote is extremely important. Even if you plan to attend the annual meeting, we request that you vote your shares by signing and dating the enclosed BLUE proxy card and returning it in the enclosed postage-paid envelope or by voting via Internet or by telephone by following the instructions provided on the enclosed BLUE proxy card or voting instruction form.

Hestia Capital Partners LP, Permit Capital Enterprise Fund, L.P. and their affiliates (together, “Hestia and Permit”) have nominated two director nominees for election at the annual meeting in opposition to two of the nominees recommended by our Board. As a result, you may receive solicitation materials, including a WHITE proxy card, from Hestia and Permit seeking your proxy to vote for Hestia and Permit’s nominees. The Board urges you NOT to sign or return or vote the WHITE proxy card sent to you by Hestia and Permit.

If you have already voted using a WHITE proxy card sent to you by Hestia and Permit, you can revoke it by signing and dating the enclosed BLUE proxy card and returning it in the enclosed postage-paid envelope or by voting via the internet or by telephone by following the instructions provided on the enclosed BLUE proxy card or BLUE voting instruction form. Only your last-dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the annual meeting as described in the accompanying proxy statement.

As part of our effort to maintain a safe and healthy environment at the annual meeting, we are closely monitoring developments related to the coronavirus (COVID-19) pandemic. The health and safety of our stockholders, employees, directors, officers and other stakeholders are of paramount concern to us. For that reason, we reserve the right to change the means of convening the annual meeting (and/or its date, time or place), including by supplementing the meeting with a telecast or webcast or converting the meeting to a virtual meeting whereby stockholders can participate in the meeting through electronic means. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be issued via press release and available on the Company’s website at www.gamestop.com. In any event, we strongly encourage you to vote by proxy in advance of the meeting date – by telephone or by internet – by following the easy instructions on the enclosed BLUE proxy card.

We appreciate your continued confidence in our Company.

Sincerely,

Dan L. Reed

Senior Vice President, General Counsel and Secretary

April 27, 2020

TABLE OF CONTENTS

Information About The Annual Meeting and Voting

1. What am I Voting on?

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

Please note that Hestia and Permit have nominated two director nominees for election at the annual meeting in opposition to two of the nominees recommended by our Board. Hestia and Permit’s nominees have NOT been endorsed by the Board, and the Board unanimously recommends that you vote “FOR ALL” of the Board’s ten nominees for director on the enclosed BLUE proxy card. The Board strongly urges you NOT to sign or return the WHITE proxy card sent to you by Hestia and Permit. Please see “Why have I received different color proxy cards?” below for more information.

Your vote is especially important this year in light of Hestia and Permit’s proxy contest. Whether or not you plan to attend the annual meeting, we urge you to vote as soon as possible using the enclosed BLUE proxy card. Please see “How do I vote?” below for more information on how to vote.

2. Who Is Entitled to Vote?

Holders of record of shares of common stock as of the close of business on April 20, 2020 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, 64,582,006 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:

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.

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:

GameStop Corp.

625 Westport Parkway

Grapevine, Texas 76051

Attention: Secretary

If you have previously signed a WHITE proxy card sent to you by Hestia and Permit, you may change your vote and revoke your prior proxy by signing and dating the enclosed BLUE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by telephone by following the instructions on the enclosed BLUE proxy card.

Submitting a WHITE proxy card from Hestia and Permit – even if you withhold your vote on Hestia and Permit’s nominees on such proxy card – will revoke any vote you previously made via our BLUE proxy card. If you wish to vote pursuant to the recommendation of the Board, you should disregard any proxy card that you receive that is NOT a BLUE proxy card and not return any WHITE proxy card that you may receive from Hestia and Permit.

5. How can I attend the annual meeting?

The annual meeting will be held at Hilton Southlake Town Square, 1400 Plaza Place, Southlake, Texas, 76092, on June 12, 2020 at 8:00 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.

We are actively monitoring the public health concerns relating to the coronavirus (COVID-19) pandemic and the protocols and recommendations that federal, state, and local governments, including the Centers for Disease Control and Prevention and the State of Texas, have imposed or may impose in the future. We do not know if these restrictions or similar restrictions will remain in place on the date of the annual meeting.

We may also take action to change the time, date or location of the meeting and may conduct the meeting by means of remote communication (either in conjunction with a meeting held at a physical location or solely by means of remote communication). If we determine to change the date, time or location of our annual meeting, we will publicly announce such change as soon as practicable before the meeting by press release and posting on our website at www.gamestop.com, as well as through an SEC filing. Any and all future press releases, filings or other public announcements regarding the time, date or location of the annual meeting, including if the annual meeting will be held solely by remote communication and not in a physical location or both in-person and virtually and, if so, how you may access the annual meeting virtually and participate and vote during such meeting, or any other changes that may be required as determined by the Board, are incorporated by reference into this proxy statement.

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 meeting, and, further encourage you to submit your proxies electronically—by telephone or by Internet—by following the easy instructions on the enclosed BLUE proxy card. Your vote is important, and voting electronically should facilitate the timely receipt of your proxy despite any potential disruptions in mail service due to COVID-19.

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 20, 2020 or if you hold a valid proxy for the annual meeting.

6. Why Have I Received Different Color Proxy Cards?

Hestia and Permit have nominated two director nominees for election at the annual meeting in opposition to two of the nominees recommended by the Board. The Company has provided you with the enclosed BLUE proxy card. Hestia and Permit may send you a WHITE proxy card.

The Board unanimously recommends using the enclosed BLUE proxy card to vote FOR ALL of the Board’s nominees for directors. Our Board recommends and strongly urges that you simply DISREGARD the WHITE proxy card.

7. 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 common stock entitled to vote at the meeting must be present or by proxy to constitute a quorum.

Because Hestia and Permit have announced their intention to solicit proxies in opposition to our Board, we expect there to be a “contest” with respect to election of directors at the annual meeting within the meaning of the rules of the New York Stock Exchange (the “NYSE”). In the event of a contest, the rules of the NYSE provide that to the extent banks, brokers and other nominees provide Hestia and Permit’s proxy materials to beneficial owners, they may not exercise discretionary voting authority on behalf of such beneficial owners on any matters to be presented at the annual meeting, including “routine matters” such as the ratification of the selection of Deloitte & Touche LLP as our independent public accountants for our 2020 fiscal year (Proposal 3). As a result, shares held by such banks, brokers or other nominees for which no instructions have been provided cannot be included in the number of shares present and entitled to vote at the annual meeting for the purposes of establishing a quorum. If you are a beneficial owner of shares held in street name, we urge you to provide voting instructions to the organization that holds your shares by using the voting instruction form that organization has provided so that your shares can be counted as present and voted.

8. 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. As noted above, we expect there to be a “contest” with respect to the election of directors at the annual meeting within the meaning of the rules of the NYSE, and in the event of a contest, the rules of the NYSE provide that banks, brokers and other nominees may not exercise discretionary voting authority on any matters to be presented at the annual meeting on behalf of any beneficial owner to whom it has forwarded Hestia and Permit’s proxy materials.

9. 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.

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.

Hestia and Permit have nominated two director nominees for election to the Board, in opposition to two of the 10 nominees recommended by the Board. As a result, the number of candidates for election as directors exceeds the number of directors to be elected, and the election of directors at the annual meeting will be considered a “contested election.” Accordingly, the directors will be elected by a plurality of the votes cast, and the ten out of the twelve nominees who receive the greatest number of votes cast “FOR” their election will be elected. Abstentions and broker non-votes (if any) will have no effect on the outcome of the election.

Advisory Vote on Executive Compensation. Approval on an advisory, non-binding basis of the compensation of our Named Executive Officers 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 Named Executive Officers is not binding upon us. However, the Compensation Committee of the Board, 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 30, 2021 requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the 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.

10. Who Counts the Votes?

The inspector of elections will be a representative from an independent firm, First Coast Results, Inc. First Coast Results, Inc. will separately tabulate “for” and “against” votes, abstentions and broker non-votes and also certify the results and determine the existence of a quorum and the validity of proxies and ballots.

11. 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 named in Annex II 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. Additional information about persons who are participants in this proxy solicitation is set forth in Annex II. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of our stock.

As a result of the potential proxy solicitation by Hestia and Permit, we will incur additional costs and expenses in connection with our solicitation of proxies. We have hired Innisfree M&A Incorporated, a proxy solicitation firm, to assist us in soliciting proxies for a fee not to exceed $290,000. The Company will be responsible for the full cost of Innisfree M&A Incorporated’s services. Innisfree M&A Incorporated expects that approximately 45 of its employees will assist in the solicitation. These additional costs also include fees and expenses of outside counsel in connection with a contested election, costs associated with SEC filings, increased printing and mailing costs related to additional mailings of solicitation materials to stockholders and the costs of retaining an independent inspector of elections. The total amount to be spent for the Company’s solicitation of proxies from stockholders for the annual meeting, excluding costs and expenses that we would ordinarily incur in connection with an uncontested annual meeting, is estimated to be approximately $1.6 million, approximately $0.6 million of which has been incurred to date.

12. What Does it Mean if I Receive More Than One BLUE 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 BLUE proxy cards, please sign, date and return each BLUE proxy card to assure that all of your shares are voted.

13. 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 2021 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 2021 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 2021 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.

14. What is Included in the Proxy Materials?

We have furnished our 2019 Annual Report with this Proxy Statement. The 2019 Annual Report includes our audited financial statements for our fiscal year ended February 1, 2020 (“fiscal 2019”), along with other financial information about us. Our 2019 Annual Report is not part of the proxy solicitation materials.

You can obtain, free of charge, a copy of our Form 10-K, which includes our audited financial statements, by:

You can also obtain a copy of our Form 10-K and other periodic filings that we make with the SEC from the SEC’s EDGAR database at www.sec.gov.

15. How Can I Access the Proxy Materials Electronically?

Your BLUE proxy card will contain instructions on how to:

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.

16 How Are the Proxy Materials Being Distributed?

On or about April 27, 2020, we will begin mailing the proxy materials to stockholders of record as of April 20, 2020, 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.

17. Can Stockholders and Other Interested Parties Communicate Directly with Our Board?

Yes. The Company invites stockholders and other interested parties to communicate directly and confidentially with the full Board of Directors, the Chair of the Board or the non-management directors as a group by writing to the Board of Directors, 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 the Company’s records.

18. What Can I do if I Have Questions?

If you have any questions, please contact Innisfree M&A Incorporated, our proxy solicitor assisting us in connection with the annual meeting, by calling toll free: (877) 750-9501; banks and brokers may call collect: (212) 750-5833.

Background of the Solicitation

On February 12, 2019, Kurtis Wolf of Hestia Capital Management, LLC (“Hestia”) submitted a letter to the Board expressing Hestia’s belief that the Board had the opportunity to create value for the Company’s stockholders by returning capital to stockholders through a tender offer, hiring a properly incentivized CEO to focus on leveraging the Company’s competitive advantages and improving operational efficiency.

On March 13, 2019, John C. Broderick of Permit Capital Enterprise Fund, L.P. (“Permit”) and Mr. Wolf of Hestia submitted a letter to the Board indicating that Hestia and Permit believed that new, independent directors should be appointed to the Board and indicating that they were prepared to take such proposal directly to the Company’s stockholders and nominate directors for election at the Company’s 2019 annual meeting if the Company failed to acceptably respond before the Company’s March 28, 2019 nominating deadline. Additionally, Hestia and Permit indicated that the Company should return capital to the Company’s stockholders by launching a tender offer.

On March 14, 2019, Hestia and Permit issued a press release describing the March 13^th letter and indicating they intended to file a preliminary proxy statement and solicit votes for the election of director nominees nominated by Hestia and Permit.

On March 21, 2019, the Company announced the appointment of George Sherman as its Chief Executive Officer, effective April 15, 2019.

On March 28, 2019, Hestia and Permit issued a press release and delivered their notice of nomination to the Board which informed the Company, among other things, of their intent to nominate Don C. Bell III, Christopher P. Carvalho, Lizabeth Dunn and Mr. Wolf for election to the Board at the Company’s 2019 annual meeting of stockholders.

On March 29, 2019, the Company entered into a cooperation agreement with Hestia, Permit, Permit Capital, LLC, Permit Capital GP, L.P., John C. Broderick, Hestia Capital Management, LLC and Mr. Wolf (the “Cooperation Agreement”), pursuant to which the Company agreed to appoint a new independent director from among the group of candidates identified by Hestia and Permit within 30 days and nominate an additional independent director nominee selected by the Board, following reasonable consultation with Hestia and Permit, for election as a director at the Company’s 2019 annual meeting of the stockholders, or appoint such individual prior to the 2019 annual meeting. In addition, Hestia and Permit agreed to irrevocably withdraw their nomination notice submitted to the Company on March 28^th, and Hestia, Permit and their respective affiliates agreed to customary standstill restrictions expiring on March 12, 2020 and to vote their shares of the Company’s voting securities in favor of each director nominee recommended by the Board at the 2019 annual meeting of stockholders.

On April 19, 2019, the Company appointed Ms. Dunn and Raul Fernandez to the Board in accordance with the Cooperation Agreement.

On June 11, 2019, the Company commenced a “modified Dutch auction” tender offer for up to 12,000,000 shares of its common stock and on July 15, 2019, announced that a total of 12,000,000 shares were properly tendered at a purchase price of $5.20 per share.

During the period following the announcement of the Cooperation Agreement until January 2020, Hestia and Permit sent in various communications and requests to the Company and representatives of the Company met with Hestia and Permit to discuss their questions or concerns. Also, between March 2019 and the end of fiscal year 2019, the Company repurchased 38.1 million shares for an aggregate purchase price of $198.7 million under its authorized repurchase program.

On January 15, 2020, Hestia and Permit had a phone conversation with representatives of the Company, including Mr. Sherman, regarding the Company’s holiday sales results press release. During this call, Hestia and Permit indicated they would like to, again, provide further input to the Board. Mr. Sherman asked Hestia and Permit what input they may have, to which they replied, the Company should add Kurt Wolf of Hestia to the Board, or possibly even John Broderick of Permit.

On February 26, 2020, Mr. Wolf of Hestia contacted Ms. Dunn by telephone and informed her that he and Mr. Broderick intended to nominate insurgent directors to stand for election at the 2020 annual meeting of stockholders. Mr. Wolf asked Ms. Dunn to join his slate of directors. Ms. Dunn declined to be included on the slate.

Following an extensive candidate search and evaluation process that began in 2019, on March 7, 2020, the Board agreed to (1) appoint William Simon and James Symancyk to the Board effective immediately and Reginald Fils-Aimé to the Board effective April 20, 2020; and (2) adopt new guidelines for Board tenure and committee refreshment. At such meeting, Dan DeMatteo, Steve Koonin, Gerald Szczepanski and Larry Zilavy decided to retire from the Board, effective June 2020, and agreed not to stand for re-election at the 2020 annual meeting of stockholders. In addition, Jerome Davis and Tom Kelly decided to retire from the Board, effective June 2021, and agreed not to stand for re-election at the 2021 annual meeting of stockholders. In addition, the Board agreed that Kathy Vrabeck, the Board’s Lead Independent Director, would succeed Mr. DeMatteo as Board Chair.

On March 9, 2020, the Company announced the appointment of three new independent directors to the Board, the retirement of four incumbent directors at the 2020 annual meeting and the retirement of two additional incumbent directors at the 2021 annual meeting. Additionally, the Company announced the enhancement of its corporate governance guidelines to target average board tenure for independent directors of less than 10 years and rotation of Board committee members and chairs approximately every five years.

On March 10, 2020, Mr. Sherman had a conversation with Hestia and Permit regarding the Company’s board refreshment announcement.

On March 12, 2020, following the expiration of the standstill restrictions contained in the Cooperation Agreement, Hestia and Permit submitted a letter to the Board indicating that they believed the Company’s recent Board refreshment initiatives did not go far enough and that the Company should add two additional stockholder representatives to the Board. Hestia and Permit issued a press release attaching the letter to the Board and filed the letter with the SEC on Schedule 14A, as well as on an amendment to the Schedule 13-D filing of Hestia, Permit and certain of their respective affiliates.

On March 16, 2020, Hestia sent a letter to a representative of the Company (the “220 Request”), requesting stockholder list materials and other items pursuant to Section 220 of the General Corporation Law of the State of Delaware.

On March 23, 2020, Hestia and Permit announced their intention to file a preliminary proxy statement and nominate Mr. Wolf of Hestia and Paul Evans for election to the Board at the Company’s 2020 annual meeting of the stockholders, issued an open letter to the stockholders of the Company and launched a website in support of their nomination. Hestia and Permit filed the press release and material from the website with the SEC on Schedule 14A and on an amendment to the Schedule 13-D filing of Hestia, Permit and certain of their respective affiliates.

On March 26, 2020, the Company held a conference call announcing its results for the fourth quarter and fiscal year ended February 1, 2020 and issued a press release announcing such results, a copy of which was filed with the SEC on our current report on Form 8-K, dated as of March 26, 2020.

On March 27, 2020, in keeping with the common and consistent practice of the Company’s management team, Mr. Bell, Mr. Cerny and Mr. Sherman contacted a number of holders of the Company’s common stock by telephone individually, including Hestia and Permit, to discuss the Company’s fourth quarter and fiscal year 2020 results. Hestia and Permit’s insurgent nominees were not discussed on the call.

On April 3, 2020, Hestia and Permit filed a preliminary proxy statement nominating Mr. Wolf of Hestia and Mr. Evans for election to the Board at the Company’s 2020 annual meeting of the stockholders.

On April 6, 2020, Hestia and Permit issued a press release relating to their preliminary proxy statement and the shares eligible for voting at the Company’s 2020 annual meeting. On April 6th Hestia and Permit also submitted a letter to the Board requesting a conversation with the Board regarding the proxy contest.

On April 13, 2020, the Company filed its preliminary proxy statement with the SEC nominating the Board’s 10 nominees for election to the Board at the Company’s 2020 annual meeting of stockholders.

On April 14, 2020, Mses. Vrabeck, Dunn and Teffner and Messrs. Sherman, Broderick and Wolf had a conference call to discuss the proxy contest and potential resolutions.

On April 17, 2020, Hestia and Permit filed a revised preliminary proxy statement. Additionally, Mses. Vrabeck, Dunn and Teffner and Messrs. Broderick and Wolf had a conference call to discuss the proxy contest and potential resolutions.

On April 22, 2020, Mses. Vrabeck, Dunn and Teffner and Messrs. Sherman, Broderick and Wolf had a conference call to discuss the proxy contest and potential resolutions. After the call Hestia and Permit submitted a letter to the Board regarding the conversation that took place earlier in the day.

On April 27, 2020, the Company filed its definitive proxy statement.

PROPOSAL 1: ELECTION OF DIRECTORS

General

The Board of Directors has nominated each of the 10 individuals identified below under “The GameStop Nominees” to stand for election at the 2020 annual meeting, all of whom are currently directors of the Company. As previously announced, Daniel A. DeMatteo, Gerald Szczepanski, Larry S. Zilavy and Steven R. Koonin are not standing for re-election at the annual meeting. Effective upon the election of directors at the annual meeting, the number of directors constituting the Board will be reduced from 14 to 10.

Each director elected at the annual meeting will hold office for a term expiring at the 2021 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 the Company’s proxy materials and has accepted the nomination and agreed to serve as a director if elected by the Company’s stockholders. The Company has 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.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR ALL” OF THE BOARD’S 10 NOMINEES USING THE ENCLOSED BLUE PROXY CARD.

Hestia and Permit nominated two nominees for election as directors at the annual meeting. As a result, if Hestia and Permit proceed with their alternative nominations, the number of director nominees will exceed the number of directors to be elected, and the 10 nominees who receive the greatest number of votes cast will be elected.

Our Board of Directors recommends that you simply DISREGARD any WHITE proxy card that may be sent to you by Hestia and Permit and only vote using the enclosed BLUE proxy card. Voting to withhold your support on Hestia and Permit’s nominees on its proxy card is NOT the same as voting FOR our Board’s Director nominees because a vote against Hestia and Permit’s nominees on its proxy card will revoke any previous proxy submitted by you, including any vote you may have made for our Board’s 10 nominees. If you have already voted using the WHITE proxy card sent to you by Hestia and Permit, you may change it by voting in favor of our Board’s 10 Director nominees using the enclosed BLUE proxy card or by voting via the Internet or by telephone by following the instructions provided on the enclosed BLUE proxy card. Only the latest validly executed proxy that you submit will be counted.

If you have any questions, please contact Innisfree M&A Incorporated, our proxy solicitor assisting us in connection with the annual meeting, by calling toll free: (877) 750-9501; banks and brokers may call collect: (212) 750-5833.

The GameStop Nominees

The following table sets forth the names and ages of the individuals nominated by our 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 on which they serve as of April 20, 2020:

Director Qualifications and Experience

Our business is managed under the direction of our Board of Directors 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 for the Company. The following matrix presents qualifications and experiences the Board considered in recommending each director nominee for election:

Biographies of Director Nominees

The biographies describe each GameStop 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.

In addition to the information above, Annex II sets forth information relating to our directors, director nominees, and certain of our executive officers and other employees who may be considered “participants” in our solicitation under the applicable SEC rules by reason of their position as directors of the Company or as director nominees or because they may be soliciting proxies on our behalf.

Meetings and Committees of the Board

The Board met 14 times during fiscal 2019. Each incumbent director who served on the Board at any time during fiscal 2019 attended 75% or more of the aggregate of all of the meetings of the Board and the committees thereof on which they served (held during the period in fiscal 2019 that he or she served).

The Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

Audit Committee

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

In addition, the Audit Committee has established procedures for the receipt, retention and treatment of confidential and anonymous complaints regarding the Company’s 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 the Company’s website at http://investor.gamestop.com and is available in print to any stockholder who requests it in writing to the Company’s Secretary, GameStop Corp., 625 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 Carrie W. Teffner (Chair), Gerald R. Szczepanski, Kathy P. Vrabeck, Raul J. Fernandez and William Simon, each of whom is an “independent” director under the listing standards of the NYSE. The Board has determined that Ms. Teffner 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 8 times during fiscal 2019.

Compensation Committee

The Compensation Committee is primarily responsible for:

The current members of the Compensation Committee are Thomas N. Kelly Jr. (Chair), Steven R. Koonin, Lawrence S. Zilavy, Lizabeth Dunn and James Symancyk, 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 the Company’s website at http://investor.gamestop.com and is available in print to any stockholder who requests it in writing to the Company’s Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. The Compensation Committee met 7 times during fiscal 2019.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is primarily responsible for:

The current members of the Nominating and Corporate Governance Committee are Jerome L. Davis (Chair), Steven R. Koonin, Lawrence S. Zilavy, Lizabeth Dunn and Reginald Fils-Aimé, 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 the Company’s Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. The Nominating and Corporate Governance Committee met 5 times during fiscal 2019.

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 the Company’s 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) the principal operational and financial objectives and plans and strategies of the Company, (ii) the results of operations and financial condition of the Company and its business segments, and (iii) the relative standing of the Company and its business segments in relation to their competitors. The Board has established a director retirement age of 75, unless the Executive Chairman 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), Company management and 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, Company 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 of Directors in accordance with the Company’s Bylaws. See “Other Matters—Other Proposals and Nominees” later in this proxy statement. Also, in March 2017, our 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 the Company’s 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 the annual evaluations in connection with their review of Director nominees to ensure the Board continues to operate effectively.

Each year our Directors 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

Codes of Ethics

The Company has adopted a Code of Ethics for Senior Financial and Executive Officers that is applicable to the Company’s Executive Chairman, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, any Executive Vice President of the Company, any Senior Vice President or Vice President within the U.S. finance department of the Company and any country Managing Director, country Financial Director or regional Senior Vice President of the Company. The Company also has adopted a Code of Standards, Ethics and Conduct applicable to all of the Company’s management-level employees 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 the Company’s website at http://investor.gamestop.com and are available in print to any stockholder who requests them in writing to the Company’s Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. In accordance with SEC rules, the Company intends 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 the Company’s website at http://investor.gamestop.com within four business days following such amendment or waiver.

Claw-back Policy

The Company has adopted a claw-back policy which requires the Board, when permitted by law, to require reimbursement of annual incentive payments or long-term incentive payments from a current or former executive officer of the Company 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 the Company of which such executive had knowledge, whether or not such conduct results in any restatement of Company financial statements filed with the SEC, or (2) such financial results or other operating metrics were the subject of a restatement of Company financial statements filed with the SEC, and a lower payment would have been made to the executive officer based upon the restated financial results. The Company 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.

Equity Ownership Policy

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

New executive officers or non-employee directors of the Company will be 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 February 1, 2020, 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 of the Company have a direct personal financial stake in the Company’s performance, hedging transactions on the part of employees and directors of the Company could be contrary to that purpose. Therefore, the Company has adopted an anti-hedging policy which states that the implementation by an employee or director of the Company 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 the Company’s website at http://investor.gamestop.com and are available in print to any stockholder who requests them in writing to the Company’s 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, the Company has filed with the SEC as exhibits to its Annual Report on Form 10-K, for fiscal 2019, 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 Company’s 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. The Company’s 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 virtually the Company’s 2020 annual meeting and be available to address questions or concerns raised by stockholders. All of the directors that stood for re-election at the 2019 annual meeting of stockholders attended the 2019 annual meeting.

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 Jerome L. Davis, Lizabeth Dunn, Raul J. Fernandez, Reginald Fils-Aimé, Thomas N. Kelly Jr., Steven R. Koonin, William Simon, James Symancyk, Gerald R. Szczepanski, Carrie W. Teffner, Kathy P. Vrabeck and Lawrence S. Zilavy 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 Messrs. DeMatteo and Sherman to be independent because of their recent or current executive positions with the Company.

The non-management directors of the Company hold regularly scheduled executive sessions without management present at least once annually and the independent directors hold at least one meeting annually with only independent directors present. Our lead independent director, Ms. Vrabeck, is the presiding director for each non-management or independent director executive session.

Board Leadership Structure

The Board’s current leadership structure is comprised of an Executive Chairman position that is separate from the Chief Executive Officer position, as well as twelve other directors all of which are independent, including a lead independent director. Following the annual meeting Ms. Vrabeck will become the Chair of the Board. In this role Ms. Vrabeck will preside over regularly scheduled meetings with the other non-management directors to discuss and evaluate the Company’s business without members of management present and will provide guidance and oversight to management. Mr. George Sherman, the Chief Executive Officer of the Company 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 the Company’s 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 the Company. The Board believes that at this time our stockholders are best served by this structure.

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 the Company’s financial reporting and internal control systems. The Audit Committee also oversees the Company’s internal audit function and regularly meets separately with the Company’s head of internal audit, Chief Legal 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 the Company’s compensation policies to determine effectiveness and to assess the risk they present to the Company. Based on this review, the Company has concluded that its compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company. In addition, at least annually, the Board conducts a formal business review including a risk assessment related to the Company’s existing business and new initiatives. Because overseeing risk is an ongoing process and inherent in the Company’s strategic decisions, the Board also discusses risk throughout the year at other meetings in relation to specific topics or actions.

Director Compensation

Our non-employee director compensation 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. We also 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 of the Company to have a financial stake in the Company to help align the director’s interests with those of the Company’s 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.

No change to the compensation of our non-employee directors is presently contemplated for the fiscal year ending January 30, 2021 (“fiscal 2020”), provided that because 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, if they are elected to the Board at the 2020 annual meeting, the number of shares subject to their 2020 restricted stock awards will be 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 the Company’s 2019 annual meeting of stockholders and the 2020 annual Meeting; divided by (B) the average closing price of the Company’s 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.

Directors who are our employees (presently, Mr. DeMatteo and Mr. Sherman) 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. Mr. DeMatteo is an executive officer of the Company but is no longer a named executive officer of the Company, and therefore his compensation is not required to be reported in this proxy statement.

The following table provides information regarding compensation earned by our non-employee directors during fiscal 2019.

Executive Officers

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

Roles of Board Chair and Chief Executive Officer

Following the annual meeting Ms. Vrabeck will become the Chair of the Board. As an independent chair Ms. Vrabeck will have responsibility for presiding over regularly scheduled meetings with the other non-management directors to discuss and evaluate the Company’s business without members of management present and will provide guidance and oversight to management. The Chief Executive Officer has responsibility for development and execution of our strategic plans and for leadership and oversight of all of the Company’s day-to-day operations and performance.

Business Experience of Executive Officers

Information with respect to executive officers of the Company who are also directors or nominees for director is set forth in “Information Concerning the Directors and Nominees” above.

James A. Bell currently serves as Executive Vice President and Chief Financial Officer, a role he has held since June 2019. Prior to joining GameStop, from October 2016 to March 2019, Mr. Bell served as Chief Financial Officer and interim Chief Executive Officer of Wok Holdings, Inc., the parent company of P.F. Chang’s, Pei Wei and True Food Kitchen restaurants, where he successfully designed and led the company’s overall strategic plan and omnichannel digital transformation and the successful sale of each of these brands. Previously, Mr. Bell served as Executive Vice President and Chief Financial Officer at RLH Corporation and President and CEO of Coldwater Creek, Inc. Earlier in Mr. Bell’s career he held senior finance roles at Harry & David Holdings, Inc. and The Gap and served as a Naval Flight Officer leading squadron and flight operations in the U.S. Navy from 1989 to 1998.

Bernard Raymond Colpitts, Jr. currently serves as Senior Vice President, Chief Accounting Officer, a role he has held since October 2019. Prior to joining GameStop, from February 2017 to October 2019, Mr. Colpitts served as Vice President, Finance and Treasury and Chief Accounting Officer of ON Semiconductor Corporation, a publicly traded global supplier of semiconductor-based products. From June 2013 to February 2017, Mr. Colpitts served as Vice President of Finance and Treasury for ON Semiconductor, and Mr. Colpitts served in various accounting, finance and financial reporting positions for ON Semiconductor from 2000 to 2006 and 2011 to 2013. From January 2007 to December 2010, Mr. Colpitts was Vice President, Controller and Chief Accounting Officer of Harry & David Holdings, Inc., a premium food and gift producer and retailer. Mr. Colpitts is a Certified Public Accountant.

Frank M. Hamlin currently serves as Executive Vice President and Chief Customer Officer, a role he has held since June 2019. Previously, Mr. Hamlin served as GameStop’s Senior Vice President, Chief Marketing Officer from August 2018 to June 2019 and as Chief Marketing Officer from 2014 to 2016. From 2017 to June 2018, Mr. Hamlin served as Chief Marketing Officer of Tailored Brands, the parent company of Men’s Warehouse, JoS. A. Bank and Joseph Abboud. Previously Mr. Hamlin held various marketing and operations leadership positions of increasing responsibility at Guitar Center; E-Miles LLC; H.E. Butt Grocery; and Brierley & Partners. Mr. Hamlin serves as a director of Tuesday Morning Corporation.

Chris R. Homeister currently serves as Executive Vice President, Chief Merchandising Officer, a role he has held since June 2019. 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, Digital 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.

Daniel J. Kaufman currently serves as Executive Vice President, Chief Transformation Officer, a role he has held since May 2019. From March 2018 to May 2019, Mr. Kaufman served as Chief Legal and Administrative Officer and Corporate Secretary and prior to that, served as Chief Legal Officer and Corporate Secretary since 2016. Mr. Kaufman also served as Senior Vice President, General Counsel and Corporate Secretary from 2005 through 2016. Before joining GameStop, Mr. Kaufman was employed by Electronics Boutique Holdings Corp. from January 2002, where he was serving as Senior Vice President, General Counsel and Corporate Secretary at the time of its acquisition by GameStop. In addition to his responsibilities at GameStop, Mr. Kaufman serves on the Board of the National Liberty Museum, a non-profit organization. Mr. Kaufman previously served as a director of Five Below, Inc., a discount retailer and the Entertainment Merchants Association, a trade organization.

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 20, 2020) beneficially owned on April 20, 2020 by each director, each of the named executive officers, each holder of 5% or more of our common stock and all of our directors and executive officers as a group. The table below excludes Messrs. Kim, Lloyd and Crawford, who departed the Company during fiscal 2019. Except as otherwise noted, the individual director or executive officer or his or her 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 GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. The total number of shares of our common stock outstanding as of April 20, 2020 was 64,582,006.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are Thomas N. Kelly Jr. (Chair), Steven R. Koonin, Lawrence S. Zilavy, Lizabeth Dunn and James Symancyk, none of whom has ever been an employee of the Company. No member of the Compensation Committee had a relationship requiring disclosure in this Proxy Statement under Items 404 or 407 of SEC Regulation S-K.

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

We believe that it is appropriate to solicit the views of our stockholders regarding the compensation of our named executive officers. Accordingly, and in accordance with SEC rules implemented under Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company seeks a non-binding advisory vote from our stockholders on the compensation of our Named Executive Officers as described in this Proxy Statement.

As discussed more fully in the “Compensation Discussion and Analysis” in this Proxy Statement, the Compensation Committee believes the Company’s named executive officers should be compensated commensurate with their success in maintaining a high level of performance necessary for the Company to produce ongoing and sustained value for our stockholders. The Company’s executive officer compensation program is based on the following guiding principles:

GameStop’s commitment to pay-for-performance in environments of both up and down markets/financial performance is evidenced by the zero or below target outcomes realized by our NEOs in recent years.

In response to the advisory vote on the frequency of the advisory vote on executive compensation at our 2017 annual meeting, we provide this advisory vote on executive compensation on an annual basis. This is an advisory vote and is not binding upon the Company, the Compensation Committee or the Board. Therefore, stockholders are not ultimately voting for the approval or disapproval of the Board’s recommendation on this proposal. The result of the vote will not impact any compensation that has already been paid or awarded to the executive officers. However, because we value the views of our stockholders, our Compensation Committee, which is responsible for, among other things, designing and administering the Company’s executive compensation program, will review and consider the results of this advisory vote when considering future decisions with respect to executive compensation.

We strongly encourage stockholders to read the “Compensation Discussion and Analysis,” the compensation tables and the accompanying narrative disclosures in this Proxy Statement which discuss in greater detail the compensation of our executive officers, the Company’s compensation philosophy and the factors that the Compensation Committee considered in making compensation decisions.

Accordingly, the Board recommends that stockholders vote FOR the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2020 annual meeting of stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the 2019 Summary Compensation Table and the other related tables and disclosure.”

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE RESOLUTION ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. PROXIES SOLICITED BY THIS PROXY STATEMENT WILL BE VOTED FOR THE PROPOSAL ABOVE UNLESS A VOTE AGAINST THE PROPOSAL OR AN ABSTENTION IS SPECIFICALLY INDICATED.

Compensation Discussion and Analysis

Executive Summary

Introduction

The Compensation Committee believes that our senior executives should be compensated commensurate with their success in maintaining profitability and high level of performance necessary for GameStop to produce ongoing and sustained value for our stockholders. In fiscal 2019, our company established a new senior executive team, while also developing a new long-term strategic plan (as described throughout this Proxy Statement) intended to improve our long-term business outlook. Our Compensation Committee developed our fiscal 2019 compensation program to align our new team with our business strategy through the specific performance measures selected for our 2019 performance awards (balancing a mix of short- and long-term financial and strategic measures), while also adhering to its pay for performance philosophy through the Compensation Committee’s rigorous goal-setting approach. Further detail on our fiscal 2019 compensation program and its alignment with our business strategy and stockholders are described throughout this Compensation Discussion and Analysis.

Changes in Senior Management During Fiscal 2019

The Board appointed George Sherman to the position of Chief Executive Officer, effective April 15, 2019, succeeding our Interim Chief Executive Officer, Shane Kim. On May 10, 2019, Daniel Kaufman transitioned from the role of Chief Legal and Administrative Officer to the role of Chief Transformation Officer. On June 3, 2019, James Bell succeeded Robert Lloyd as our Chief Financial Officer and Frank Hamlin was promoted to the role of Chief Customer Officer. On June 10, 2019, Chris Homeister joined us as our Chief Merchandising Officer. Finally, Troy Crawford ceased employment as our Chief Accounting Officer, effective October 28, 2019 and was succeeded by Bernard Colpitts, Jr. Many of the Compensation Committee’s actions during fiscal 2019 were related to these changes to our senior management team.

Named Executive Officers

This Compensation Discussion and Analysis covers the fiscal 2019 compensation for the following Named Executive Officers (“NEOs”), as determined under SEC rules (titles below reflect executives’ roles as of the end of fiscal 2019):

Fiscal 2019 Company Performance

In May of 2019, we announced our multi-year transformation initiative, which we refer to as GameStop Reboot, to position GameStop on the correct strategic path and fully leverage our unique position and brand in the video game industry. Our strategic plan is anchored on four tenets, and our progress toward these goals in fiscal 2019 include:

Optimize the core business

Become the social / cultural hub for gaming

Build a frictionless digital ecosystem to reach GameStop customers

Transform vendor relationships

In fiscal 2019, our total global sales from continuing operations decreased 22.0% to $6.5 billion, and our consolidated comparable store sales decreased 19.4%. Gross profit as a percentage of sales increased to 29.5% from 27.9% in prior year due to a shift in higher margin products. Our adjusted net income from continuing operations decreased to $19.1 million from $218.4 million, primarily due to the decline in sales, partially offset by the shift to higher margin products and the reduction in adjusted selling, general and administrative costs.

During fiscal 2019, we also focused on optimizing the balance sheet. We reduced accounts payable and accrued expense by $833.6 million, long term debt by $401.0 million and inventory by $390.8 million while returning nearly $240 million to stockholders. We repurchased 38.1 million shares of common stock for approximately $199 million and paid $40.5 million in dividends. Our Board of Directors eliminated the Company’s quarterly dividend in June 2019 to enable the Company to further reduce its outstanding debt and provide flexibility to drive value creation for stockholders.

**See Annex I for a reconciliation of net income to adjusted net income and selling, general and administrative expenses to adjusted selling, general and administrative expenses.

2019 Compensation Program Summary

In 2019, the primary components of our NEOs’ total target compensation were various combinations of salary, short-term incentive and long-term incentive, as described below:

NOTE: For purposes of determining performance results against a pre-established target, the Compensation Committee may make certain adjustments to reported results prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Compensation Committee provides for certain adjustments when it believes the adjustments provide a performance measure that best represents actual performance results that are within the executives’ sphere of control and accountability. Actual performance results may be adjusted to eliminate the effects of, among other things, goodwill and asset impairments, restructuring charges, acquisitions, debt retirement expenses, foreign currency changes, buybacks of the Company’s shares, and the impact to income taxes related to the difference in budgeted and actual income tax rates. Throughout this Compensation Discussion and Analysis, when we make reference to the use of operating income as a performance measure for certain incentives and awards, we are actually referring to these measures as adjusted based on the definitions approved by our Compensation Committee. See Annex I for a reconciliation of our operating income to our adjusted operating income and our net income to our adjusted net income.

A significant portion of named executive officers’ compensation is performance-based, with payouts linked to the attainment of specified performance goals. For our CEO, George E. Sherman, 54% of his total target annualized compensation for fiscal 2019 was performance-based. For our other currently-employed NEOs, 50%, on average, of total target annualized compensation for fiscal 2019 was performance-based. The charts below summarize the mix of pay elements for Mr. Sherman and all other NEOs, respectively, in each case based on target annualized compensation for fiscal 2019:

Note: For Mr. Sherman, the chart above excludes the one-time “make whole” equity award granted upon commencement of his employment to offset compensation forfeited to his prior employer. However, 50% of this “make whole” award was performance-based as well.

As demonstrated in the pay mix charts above, we remain committed to maintaining the direct alignment between pay and short- and long-term performance through our performance-based compensation plans.

As discussed in further detail below, outcomes for performance periods that concluded in FY19 were as follows:

Our commitment to pay-for-performance in environments of both up and down markets/financial performance is evidenced by the zero or below target outcomes realized by our NEOs in recent years.

Compensation Philosophy

Our executive officer compensation program is administered by the Compensation Committee of the Board. The program is based upon the following guiding principles:

The compensation program is designed to reward the executive officers for performance as well as for the dedication of their time, efforts, skills and business experience to our operations. The Compensation Committee generally targets that approximately 50% to 60% of each NEO’s total compensation be tied to performance measures, and such compensation is therefore at risk. The compensation program is also designed to reward both annual and long-term performance. Annual performance is rewarded through salary and short-term incentives and is generally measured by our financial performance, among other factors. Long-term performance is generally rewarded through performance-based and time-based restricted stock, with approximately 50% of the total long-term incentive compensation mix tied to the achievement of performance measures.

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 the Company. Based on this review, we have concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company.

Response to Advisory Vote on Executive Compensation

A substantial majority of our stockholders (88% of votes cast) approved the fiscal 2018 compensation for our NEOs at the 2019 annual meeting of stockholders. We interpreted these results, coupled with discussions that we have had from time to time with investors regarding compensation, as a continued indication that stockholders are in general support of our executive compensation program. As a result, we have retained our general approach to executive compensation as described more fully in the “Key Elements of Compensation” section below. Nonetheless, the Compensation Committee continues to work with its independent consultant to consider alternatives and may revise the program from time to time as it determines appropriate.

Compensation Determination Process

The Compensation Committee of the Board has the responsibility to develop compensation levels for the NEOs. In determining annual compensation levels for NEOs, the Compensation Committee, along with executive management, bases its decision on the individual’s performance and potential to improve stockholder value, the financial performance of the Company over preceding periods, projections for the Company’s upcoming fiscal year, historical compensation for each NEO, the amount of shares available to be granted under our incentive plan and the results of reviews, surveys or other information from our compensation consultants.

The Compensation Committee considers the recommendations of the Chief Executive Officer in determining compensation for the executive officers and employees other than the Chief Executive Officer.

The Compensation Committee has the authority under its charter to retain an independent compensation consultant to assist in the evaluation of executive compensation and whose research and viewpoints provide one of several data points considered by the Compensation Committee. The Compensation Committee believes that such a consultant can play an essential role in the process of providing an impartial evaluation of compensation programs and practices, developing effective recommendations for the Board and evaluating the Company’s pay practices.

The Compensation Committee retains ClearBridge Compensation Group (“ClearBridge”) to advise on matters related to non-employee director and executive compensation. ClearBridge reports directly to the Compensation Committee and does not provide any other services to the Company. The Compensation Committee reviewed the independence of ClearBridge under SEC rules and NYSE listing standards regarding compensation consultants and has concluded that ClearBridge’s work for the Compensation Committee is independent and does not raise any conflicts of interest.

ClearBridge gathers benchmark data from our peer group, which the Compensation Committee considers among other factors (e.g., individual performance and potential, job responsibilities, historical compensation levels, etc.) in assessing and determining total compensation opportunities for the NEOs. Our selected peer group is generally comprised of specialty retailers, selected based on companies with revenue in the range of 0.5x and 2x the Company’s revenue in fiscal 2017, when this peer group was formulated with an additional reference to enterprise value. The specific companies included in our fiscal 2019 peer group are listed below:

In recognition of the changes in the company’s circumstances and size, in September 2019, the Compensation Committee, with the assistance of ClearBridge, reviewed the fiscal 2019 peer group to ensure its continued relevance (using the criteria described above). Based on this review, the peer group was recalibrated to be aligned with GameStop’s size and ensure the Company is not benchmarking to an aspirational peer group; the peer group, as revised for fiscal 2020, is as follows:

Key Elements of Compensation

The Company’s policies with respect to each of the key elements of NEO compensation are discussed below. In addition, while the elements of compensation described below are considered separately, the Compensation Committee also considers and reviews the full compensation package afforded by the Company to its executive officers, including insurance and other benefits. See below for details on the Company’s 2019 compensation program.

Base Salaries

In determining base salaries or adjustments to base salaries for NEOs in fiscal 2019, the Compensation Committee considered, among other things, the executive’s pre-existing salary level, any changes in the executive’s responsibilities, the results of benchmarking against our peer group, and the recommendations received from its independent compensation consultant. The base salary is intended to be competitive with base salaries paid to executive officers with comparable qualifications, experience and responsibilities at other companies of comparable size, growth and operations.

The annualized base salaries for the NEOs for fiscal 2019 are shown below (together with fiscal 2018 salaries, for purposes of comparison):