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):

2021 Proxy Statement

Notice of 2021 Annual Meeting of Stockholders

to Be Held on June 9, 2021

Letter from our Chief Executive Officer

April 22, 2021

Fellow Stockholders,

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

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

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

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

Sincerely,

George E. Sherman

Chief Executive Officer

Notice of Annual Meeting of Stockholders

Dear Stockholder:

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

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

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

By order of the Board of Directors.

Sincerely,

Senior Vice President, General Counsel and

Secretary

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

TABLE OF CONTENTS

Information About The Annual Meeting and Voting

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

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

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.

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

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

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

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

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

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

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.

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.

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

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

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

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

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

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

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

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

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

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

Your 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.

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

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

PROPOSAL 1: ELECTION OF DIRECTORS

General

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

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

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

The Nominees

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

Agreement with RC Ventures and Ryan Cohen

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

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

Director Qualifications and Experience

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

Biographies of Director Nominees

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

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

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

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

Board Oversight of Strategy

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

Meetings and Committees of the Board

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

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

Audit Committee

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

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

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

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

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

Compensation Committee

The Compensation Committee is primarily responsible for:

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

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

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is primarily responsible for:

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

Strategic Planning and Capital Allocation Committee

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

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

Minimum Qualifications

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

Nominating Process

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

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

Consideration of Stockholder-Nominated Directors

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

Annual Board Evaluation Process

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

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

Corporate Governance

Director Independence; Independence Determination

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

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

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

Board Leadership Structure

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

Majority Voting in the Election of Directors

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

Human Capital Management Oversight

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

Codes of Ethics

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

Claw-back Policy

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

Equity Ownership Policy

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

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

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

Anti-Hedging Policy

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

Corporate Governance Guidelines; Certifications

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

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

Communications Between Stockholders and Interested Parties and the Board

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

Attendance at Annual Meetings

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

Succession Planning

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

Risk Oversight

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

Director Compensation

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

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

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

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

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

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

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

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

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

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

Executive Officers

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

Roles of Chair of the Board and Chief Executive Officer

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

Business Experience of Executive Officers

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

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

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

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

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

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

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

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are Alan Attal (Chair), Lizabeth Dunn, James K. Symancyk and Kathy P. Vrabeck, 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 NEOs. 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 NEOs 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 NEOs 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, as well as the Compensation Committee’s decision not to approve any COVID-19-related adjustments to performance goals or outcomes for incentive awards with performance periods that concluded in fiscal 2020, despite the impact of the COVID-19 pandemic on our business/operations.

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.

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 NEOs, as disclosed in the Company’s Proxy Statement for the 2021 annual meeting of stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the 2020 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 a high level of performance necessary for GameStop to produce ongoing and sustained value for our stockholders. The compensation program approved in fiscal 2020 was developed to achieve this objective, by aligning our executives with key short-and long-term financial performance goals, as well as stockholder value creation. With that said, the Compensation Committee was highly focused on the impact of the COVID-19 pandemic to our business, and related compensation impact to employees, and certain decisions were made to the compensation program to address this impact (as further described in this Compensation Discussion and Analysis). Moreover, as further discussed elsewhere in this document, our business, our management and the Board (including our Compensation Committee) have all experienced and are continuing to experience significant change. Accordingly, we expect that our executive compensation program will evolve in light of these changes. Nonetheless, the Compensation Committee will continue to be committed to a compensation philosophy that is intended to be strongly aligned with stockholder interests, and will continue to evaluate all elements of the overall compensation program (including the short-term and long-term incentive plan designs) to support this aim.

2020 Compensation-Related Impacts of the COVID-19 Pandemic

Changes in Senior Management

On June 1, 2020, Daniel J. Kaufman departed as our Chief Transformation Officer. Additionally, James A. Bell departed from service as our Chief Financial Officer and Frank M. Hamlin departed from service as our Chief Customer Officer on March 26, 2021 and March 31, 2021, respectively. On March 24, 2021, Diana Saadeh-Jajeh assumed the role of interim Chief Financial Officer. On March 29, 2021, Chris R. Homeister notified us of his intent to resign his employment with us. We have commenced discussions with Mr. Homeister for a transition of his responsibilities to other executives, with an expectation that Mr. Homeister’s employment will terminate during the second quarter of fiscal 2021.

On April 18, 2021, we and George E. Sherman entered into the Transition Agreement, which provides for Mr. Sherman to step down as our President and Chief Executive Officer on the Separation Date. The Board’s Strategic Planning and Capital Allocation Committee is leading a search to identify new Chief Executive Officer candidates with the capabilities and experience to help accelerate the next phase of our transformation and the Board has retained a third-party firm to support its efforts.

In connection with our management transformation, we appointed Jenna Owens as Executive Vice President and Chief Operating Officer, effective March 29, 2021, Elliott Wilke as Chief Growth Officer, effective April 5, 2021, and Matt Francis as Chief Technology Officer effective February 15, 2021.

Named Executive Officers

This Compensation Discussion and Analysis covers the fiscal 2020 compensation for the following Named Executive Officers (“NEOs”), as determined under SEC rules (titles below reflect executives’ roles as of the end of fiscal 2020):

Fiscal 2020 Company Performance

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

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

2020 Compensation Program Summary

In fiscal 2020, the primary components of our NEOs’ total target compensation were various combinations of salary, short-term incentive and long-term incentive, as described below:

A significant portion of our NEOs’ compensation is at risk, with future realizable value linked to the attainment of specified performance goals and/or stock price appreciations. For our Chief Executive Officer, George E. Sherman, 87% of his total target annualized compensation for fiscal 2020 was at-risk. For our other currently-employed NEOs, 74%, on average, of total target annualized compensation for fiscal 2020 was at-risk. 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 2020:

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 at-risk compensation plans.

As discussed in further detail below, outcomes for performance periods that concluded in fiscal 2020 were as follows:

The Compensation Committee did not approve any COVID-19 related adjustments to the performance goals or results of the above incentive awards, nor grant any additional awards to offset the lack of payouts, despite the impact of the COVID-19 pandemic on our business and operations. This demonstrates our commitment to pay-for-performance in environments of both up and down markets/financial performance.

Compensation Philosophy

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

Our compensation program is designed to reward our 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 a significant portion of

each NEO’s total compensation be tied to performance measures and the Company’s stock price, and such compensation is therefore at risk. Consistent with prior years, our fiscal 2020 compensation program was also designed to reward both annual and long-term performance. Annual performance is rewarded through salary and STIs and is generally measured by our financial performance, among other factors. Long-term performance is generally rewarded through performance-vested and time-vested restricted stock, with approximately 25% of the total LTI compensation mix tied to the achievement of performance measures (recognizing the one-time shift to the LTI vehicle mix in fiscal 2020 to reflect the challenging and uncertain business environment at the time the awards were granted, as described in further detail later in this Compensation Discussion and Analysis).

The Compensation Committee oversees risks associated with our 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 majority of our stockholders (50.2% of votes cast) approved the fiscal 2019 compensation for our NEOs at the 2020 annual meeting of stockholders. At the time of our 2020 annual meeting of stockholders, the Compensation Committee had previously approved our 2020 compensation program design, including our fiscal 2020 short-term and long-term incentive programs, as described further in this Compensation Discussion and Analysis. However, given the reduced level of stockholder support versus prior years, the Compensation Committee has endeavored to ensure our compensation decisions going forward are aligned with stockholder interests (e.g., as evidenced through the Compensation Committee’s decision to let incentive plan awards play out as intended with no special adjustments due to the COVID-19 pandemic).

In addition, the Company has engaged in extensive ongoing stockholder outreach over the past year to better understand stockholder perspectives on our Company’s business and outlook, which included, among other things, our executive compensation program (including discussions regarding performance metrics, COVID-19 compensation-related actions, etc.). Following the stockholder vote result at the 2020 annual meeting of stockholders, the Compensation Committee had intended to conduct further specific executive compensation-related stockholder outreach in early 2021, as context for designing the 2021 executive compensation program for our NEOs. However, given the significant changes to our management, Board, and shareholder base throughout 2021, such specific stockholder outreach has not yet been conducted. With that said, the 2021 executive compensation program has also not yet been approved by the Compensation Committee (as further described in this Compensation Discussion and Analysis), and going forward, the Compensation Committee will continue to evaluate all compensation decisions through the lens of our pay-for-performance orientation/compensation philosophy and shareholder expectations, which can include learnings from any further stockholder outreach going forward.

Compensation Determination Process

The Compensation Committee is responsible for developing the compensation levels for our NEOs. In determining annual compensation levels for our NEOs, the Compensation Committee, along with executive management, bases its decision on the individual’s performance and potential to improve stockholder value, our financial performance over preceding periods, projections for our upcoming fiscal year, the 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 our 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 our 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 and historical compensation levels) in assessing and determining total compensation opportunities for our NEOs. Our peer group for fiscal 2020 was generally comprised of specialty retailers, selected based on companies with annual revenues in the range of approximately 0.5x to 2x of our annual revenues, with an additional reference to company valuation (i.e., market capitalization/enterprise value). Our peer group for fiscal 2020 was updated in September 2019 and is shown below:

In December 2020, as part of its annual review, the Compensation Committee, with the assistance of ClearBridge, reviewed the fiscal 2020 peer group to ensure the go-forward peer group continues to align with the above business and size parameters, for pay benchmarking purposes for fiscal 2021. Based on this review, the peer group was recalibrated to be more closely aligned with our size at that time (i.e., not benchmarking to an outsized peer group); the peer group, as revised for fiscal 2021, is as follows:

As part of the Compensation Committee’s annual review process, the Compensation Committee will continue to monitor changes to the business and size of both GameStop and each peer company, and will consider any further modifications as needed at the time of the next annual review.

Key Elements of Compensation

Our 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 we provide to our executive officers, including insurance and other benefits. See below for details on our 2020 compensation program.

Base Salaries

In determining base salaries or adjustments to base salaries for NEOs in fiscal 2020, 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 2020 are shown below and were unchanged from fiscal 2019 salaries. However, in response to the impacts of the COVID-19 pandemic on our business, Mr. Sherman and our other NEOs agreed to temporarily reduce their 2020 base salaries by 50%, and 30%, respectively, for the period April 26, 2020 through June 28, 2020. The base salary amounts shown under the heading “Actual Fiscal 2020 Base Salary Earned” reflect these temporary reductions (and, in the case of Mr. Kaufman, his cessation of employment on June 1, 2020).

Short-Term Incentives

We maintain a performance-based annual cash STI program to motivate management to drive performance over annual periods. Each NEO’s employment agreement establishes a target STI amount, expressed as a percentage of his base salary. Such target cash STI amounts may be updated by our Compensation Committee from time to time, based on (among other things) changes in the executive’s responsibilities, the results of benchmarking against our peer group and recommendations received from its independent compensation consultant.

Target STI opportunities for fiscal 2020 for our NEOs were as follows and were unchanged from fiscal 2019:

Our fiscal 2020 STI program was entirely performance-based and included two performance components: adjusted EBITDA and free cash flow. The payout scales and weighting for each component are shown in the table below. These components were selected in order to motivate our executives to focus on achievement of our key short-term financial criteria, specifically, emphasizing profitable growth and prudent cash management, while eliminating the use of strategic/non-financial measures. The goals were set based on our outlook in early 2020 and reflected rigorous goals that required strong financial performance during the year to earn a payout, and were also set prior to the knowledge of the impact of the COVID-19 pandemic on the key short-term measures at the time. Although performance was negatively affected by the pandemic, in order to maintain alignment with stockholders and to adhere to our pay for performance philosophy, the Compensation Committee did not include any adjustments to the STI goals or payout, resulting in a payout of 0% for all NEOs. Actual performance was assessed and certified by the Compensation Committee.

Long-Term Incentive Awards

2020 Long-Term Incentive Awards

The Compensation Committee determines the terms of LTI awards granted to each NEO. In determining the size of these awards, the Compensation Committee considers, among other things, each NEO’s individual contributions (and/or potential to contribute) to us and advice from its independent compensation consultant regarding levels of LTI awards and total compensation for similar positions within our peer group.

In June 2020, we granted fiscal 2020 LTI awards to Messrs. Sherman, Bell, Homeister and Hamlin with intended grant date values (at the target-level of performance) of $5,750,00, $1,300,000, $1,300,000 and $1,000,000, respectively. These LTI Awards were comprised of 75% time-vested restricted stock and 25% performance-vested restricted stock.

The time-vested restricted stock awards described above are subject to a three-year ratable vesting. The performance-vested restricted stock awards described above are subject to vesting based on fiscal 2021 Adjusted EBITDA, with the goals approved at the time of grant in June 2020. The Compensation Committee selected fiscal 2021 as the measurement period, rather than the cumulative period of fiscal 2020 and fiscal 2021, given the uncertainty of the impact of the COVID-19 pandemic on fiscal 2020 performance at the time the awards were granted (i.e., maintained a two-year outlook for the grant, although no goals were set specifically for fiscal 2020). Any shares earned will not vest until June 2023 (i.e., three years from the grant date), to help encourage executive retention. The performance scale applicable to these awards is shown below (with outcomes for performance between the stated intervals determined by straight line interpolation):