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
Date of Report
(Date of earliest event reported) February 11, 2009 (February 5, 2009)
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GAMESTOP CORP.
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(Exact name of registrant as specified in its charter)
Delaware 1-32637 20-2733559
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
625 Westport Parkway, Grapevine, TX 76051
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (817) 424-2000
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(Former name or former address, if changed since last report.)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2009, the Compensation Committee (the "Committee") of the
Board of Directors (the "Board") of GameStop Corp. (the "Company") determined
that the Company had met the threshold performance goals with respect to
operating earnings (the "Operating Earnings Target") for the fiscal year ended
January 31, 2009 ("fiscal 2008") under the Company's Supplemental Compensation
Plan (the "Compensation Plan"). As a result of the Company achieving the
Operating Earnings Target, the Board approved the payment of cash bonuses to the
named executive officers set forth below in accordance with the Compensation
Plan:
Fiscal 2008
Name and Position Bonus
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R. Richard Fontaine, Executive Chairman $2,400,000
Daniel A. DeMatteo, Chief Executive Officer $2,400,000
J. Paul Raines, Chief Operating Officer $ 900,000
David W. Carlson, Executive Vice President & Chief Financial Officer $ 330,000
Tony D. Bartel, Executive Vice President, Merchandising & Marketing $ 300,000
Fiscal 2009 Salaries
On February 5, 2009, the Committee set the annual base compensation for the
fiscal year ending January 30, 2010 ("fiscal 2009") 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 $920,000, David W.
Carlson, Executive Vice President & Chief Financial Officer, at $500,000 and
Tony D. Bartel, Executive Vice President, Merchandising & Marketing, at
$500,000.
Fiscal 2009 Performance Bonus Criteria
On February 5, 2009, the Committee set the performance criteria under the
Compensation Plan for purposes of determining bonuses for fiscal 2009 to be paid
to R. Richard Fontaine, Executive Chairman, Daniel A. DeMatteo, Chief Executive
Officer, J. Paul Raines, Chief Operating Officer, David W. Carlson, 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 lesser percentages if targets are not achieved by specified amounts.
Maximum Annual
Bonus Payable
Annual Bonus as Percentage of
as Percentage Annual Salary if
of Annual Salary Target Exceeded
Name and Position if Target Achieved by Specified Amount
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R. Richard Fontaine
Executive Chairman 200% 250%
Daniel A. DeMatteo
Chief Executive Officer 200% 250%
J. Paul Raines, Chief Operating Officer 100% 125%
David W. Carlson
Executive Vice President & Chief Financial Officer 75% 94%
Tony D. Bartel
Executive Vice President, Merchandising & Marketing 75% 94%
Grants Under the Company's Incentive Plan
On February 5, 2009, the Committee approved the following grants of
restricted shares under the Company's Incentive Plan to the Company's executive
officers and directors:
Name and Position Grant
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R. Richard Fontaine
Executive Chairman 87,000 Restricted Shares (1)
Daniel A. DeMatteo
Chief Executive Officer 87,000 Restricted Shares (1)
J. Paul Raines
Chief Operating Officer 60,000 Restricted Shares (1)
David W. Carlson
Executive Vice President & Chief Financial Officer 30,000 Restricted Shares (1)
Tony D. Bartel
Executive Vice President, Merchandising & Marketing 30,000 Restricted Shares (1)
Robert A. Lloyd
Senior Vice President & Chief Accounting Officer 7,200 Restricted Shares (1)
Each Non-Employee Member of the Board of Directors
(nine individuals) 6,120 Restricted Shares (1)
(1) Class A Common Stock, vesting in equal annual installments on
February 5th of each of the years 2010 through 2012.
Cash Bonus Related to Vesting of Restricted Share Grants
On February 5, 2009, 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 $26.00 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 2009 Board Fees
On February 5, 2009, the Board, upon the recommendation of the Committee,
approved the Board fees for fiscal 2009. The annual retainer to be received by
each non-employee member of the Board for fiscal 2009 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.
GAMESTOP CORP.
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(Registrant)
Date: February 11, 2009
/s/ David W. Carlson
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Name: David W. Carlson
Title: Executive Vice President and Chief
Financial Officer