Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

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

 

Fiscal 2010 Salaries

 

On February 4, 2010, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of GameStop Corp. (the “Company”) set the annual base compensation for the fiscal year ending January 29, 2011 (“fiscal 2010”) of R. Richard Fontaine, Executive Chairman, at $1,200,000, Daniel A. DeMatteo, Chief Executive Officer, at $1,250,000, J. Paul Raines, Chief Operating Officer, at $950,000, Catherine R. Smith, Executive Vice President & Chief Financial Officer, at $610,000 and Tony D. Bartel, Executive Vice President, Merchandising & Marketing, at $610,000.

 

Fiscal 2010 Performance Bonus Criteria

 

                        On February 4, 2010, the Committee set the performance criteria under the Company’s Supplemental Compensation Plan (the “Compensation Plan”) for purposes of determining bonuses for fiscal 2010 to be paid to R. Richard Fontaine, Executive Chairman, Daniel A. DeMatteo, Chief Executive Officer, J. Paul Raines, Chief Operating Officer, Catherine R. Smith, Executive Vice President & Chief Financial Officer and Tony D. Bartel, Executive Vice President, Merchandising & Marketing.

 

                        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.

 

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Grants Under the Company’s Incentive Plan

 

On February 4, 2010, the Committee approved the following grants of restricted shares under the Company’s Incentive Plan to the Company’s executive officers and directors:

 

 

(1)        Class A Common Stock, vesting in equal annual installments on February 4th of each of the years 2011 through 2013.

 

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Cash Bonus Related to Vesting of Restricted Share Grants

 

On February 4, 2010, 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 $20.00 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, if any, to be paid by the Company to the recipient in cash within ten days following the date such restricted share vests.

 

 

Fiscal 2010 Board Fees

 

On February 4, 2010, the Board, upon the recommendation of the Committee, approved the Board fees for fiscal 2010.  The annual retainer to be received by each non-employee member of the Board for fiscal 2010 was set at $50,000.

 

 

 

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.

 

 

 

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