-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TpYPXz1o3LYUxPTz/f/66ti9b1IIDlIt1qfmpm4G0u59WHopAT0JHy7LRybTsTtx 0gCt4NutoWzhUSFHtK9ZWw== 0001157523-09-001150.txt : 20090211 0001157523-09-001150.hdr.sgml : 20090211 20090211170843 ACCESSION NUMBER: 0001157523-09-001150 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090205 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20090211 DATE AS OF CHANGE: 20090211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GameStop Corp. CENTRAL INDEX KEY: 0001326380 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-COMPUTER & COMPUTER SOFTWARE STORES [5734] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32637 FILM NUMBER: 09590580 BUSINESS ADDRESS: STREET 1: 625 WESTPORT PARKWAY CITY: GRAPEVINE STATE: TX ZIP: 76051 BUSINESS PHONE: 817-424-2000 MAIL ADDRESS: STREET 1: 625 WESTPORT PARKWAY CITY: GRAPEVINE STATE: TX ZIP: 76051 FORMER COMPANY: FORMER CONFORMED NAME: GSC Holdings Corp. DATE OF NAME CHANGE: 20050506 8-K 1 a5894263.txt GAMESTOP CORP. 8-K 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) ------------------------------------ GAMESTOP CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-32637 20-2733559 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 625 Westport Parkway, Grapevine, TX 76051 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (817) 424-2000 ---------------------------- - -------------------------------------------------------------------------------- (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 - -------------------- ------------ 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 - ----------------- ------------------ ------------------- 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 - ----------------- ----- 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. -------------- (Registrant) Date: February 11, 2009 /s/ David W. Carlson -------------------------- Name: David W. Carlson Title: Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----