UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Item 5.02        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Fiscal 2011 Salaries

On February 2, 2011, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of GameStop Corp. (the “Company”) set the annual base compensation for the Company’s fiscal year ending January 28, 2012 (“fiscal 2011”) of Daniel A. DeMatteo, Executive Chairman, at $1,250,000, J. Paul Raines, Chief Executive Officer, at $1,030,000, Tony D. Bartel, President, at $775,000, and Robert A. Lloyd, Executive Vice President & Chief Financial Officer, at $550,000.

Fiscal 2011 Performance Bonus Criteria

On February 2, 2011, the Committee set the performance criteria under the Company’s Supplemental Compensation Plan (the “Compensation Plan”) for purposes of determining bonuses for fiscal 2011 to be paid to Daniel A. DeMatteo, Executive Chairman, J. Paul Raines, Chief Executive Officer, Tony D. Bartel, President, and Robert A. Lloyd, Executive Vice President & Chief Financial Officer.

The performance criteria are based on operating earnings with bonus payouts based on a percentage of annual salary as set forth below.  Bonuses may also be earned in greater or lesser percentages if targets are exceeded or not achieved by specified amounts, as set forth in the Compensation Plan.

Grants Under the Company’s Incentive Plan

On February 2, 2011, the Committee approved the following grants of restricted shares under the Company’s Incentive Plan to the above-listed executive officers and R. Richard Fontaine, the Company’s Chairman, International:

Cash Bonus Related to Vesting of Restricted Share Grants

On February 2, 2011, the Board, upon the recommendation of the Committee, approved a cash bonus to each of the above-referenced recipients of a restricted share grant in an amount equal to $60.00 per each restricted share granted, payable only if and to the extent such restricted share vests.  The net amount of such bonus, after deduction of applicable withholding taxes, may (and is expected to) be withheld by the Company to satisfy any applicable withholding taxes due to the Company from the recipient with respect to the related restricted share vesting, with the balance to be paid by the Company to the recipient in cash within ten days following the date such restricted share vests.

Item 5.03        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 2, 2011, the Board adopted an amendment to the By-laws of the Company that implemented a majority voting standard in uncontested elections of directors.  Previously, a plurality voting standard applied.  A plurality voting standard continues to apply in the case of contested elections of directors.  A copy of the amendment to the By-laws is attached as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01        Other Events.

On February 2, 2011, the Board adopted three new policies – an equity ownership policy applicable to executive officers and non-employee directors of the Company, a claw-back policy applicable to executive officers of the Company and an anti-hedging policy applicable to employees and directors of the Company.

Equity Ownership Policy

Under the equity ownership policy, each executive officer and non-employee director of the Company must maintain ownership of Company common stock with a value of at least the following multiples of annual base salary, in the case of executive officers, or annual cash retainer, in the case of non-employee directors:

New executive officers or non-employee directors will be given a period of five (5) years to attain full compliance with these requirements.

Claw-Back Policy

                       Under the claw-back policy, the Board shall, in all appropriate circumstances and to the extent permitted by law, require reimbursement of annual incentive payments or long-term incentive payments to 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 Securities and Exchange Commission ("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.

Anti-Hedging Policy

Under the anti-hedging policy, 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 Company 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.

Item 9.01        Financial Statements and Exhibits.

          (d)          Exhibits

                       3.1        Amendment to Company By-laws, adopted February 2, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit              Description

3.1                    Amendment to Company By-laws, adopted February 2, 2011.

GAMESTOP CORP.

BY-LAW AMENDMENT

            Article III, Section 3 of the Amended and Restated By-laws of GameStop Corp. is hereby amended and restated to read in its entirety as follows:

            “SECTION 3.  Nominations of Directors; Election.  (a)  Nominations for the election of directors may be made by the Board or a committee appointed by the Board, or by any stockholder of the Corporation entitled to vote generally in the election of directors who complies with the procedures set forth in this Section 3.  Directors shall be at least 21 years of age.  Directors need not be stockholders.

(b)  All nominations by stockholders shall be made pursuant to timely notice in proper written form to the Secretary of the Corporation.  To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 30 days nor more than 60 days prior to the meeting; provided, however, that in the event that less than 40 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made.  To be in proper written form, such stockholder’s notice shall set forth in writing (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, including, without limitation, such person’s written consent to being a nominee and to serving as a director if elected; and (ii) as to the stockholder giving the notice, the (x) name and address, as they appear on the Corporation’s books, of such stockholder and (y) the class and number of shares of the Corporation which are beneficially owned by such stockholder.  At the request of the Board, any person nominated by the Board for election as a director shall furnish to the Secretary of the Corporation the information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee.

            (c)  At any meeting of stockholders for the election of one or more directors at which a quorum is present, each director shall be elected by vote of a majority of the votes cast with respect to the director, provided that if the number of nominees for director exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the votes cast by the stockholders entitled to vote at the election.  For purposes of this Section 3(c), a majority of the votes cast means that the number of shares voted “for” a director exceeds the number of shares voted “against” that director.  Votes cast shall not include (i) a share whose ballot is marked as “withheld”, (ii) a share otherwise present at the meeting but for which there is an abstention, and (iii) a share otherwise present at the meeting as to which the shareholder gives no authority or direction.  If a director then serving on the Board does not receive the required majority, the director shall tender his or her resignation to the Board.  Within ninety (90) days after the date of the certification of election results, the Nominating and Corporate Governance Committee (the “Governance Committee”) will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken, and the Board will act on the tendered resignation, taking into account the Governance Committee’s recommendation, and publicly disclose its decision and the rationale behind it.  The Governance Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant.  The director who tenders his or her resignation shall not participate in the recommendation of the Governance Committee or the decision of the Board with respect to such resignation.  For the avoidance of doubt, if such resignation is accepted by the Board, the Board may fill such vacancy in accordance with the provisions of paragraph (c) of Article FIFTH of the Certificate of Incorporation.”