Table of Contents I 53

GME 2018 Proxy Statement

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS II
TABLE OF CONTENTS IV
PROXY STATEMENT SUMMARY 1
INFORMATIONABOUT THE ANNUAL MEETING AND VOTING 4
PROPOSAL 1: ELECTION OF DIRECTORS 8
Meetings and Committees of the Board 14
Corporate Governance 16
Director Compensation 18
Executive Officers 19
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 20
Compensation Committee Interlocks and Insider Participation 21
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION 22
Compensation Discussion and Analysis 23
Executive Summary 23
Compensation Philosophy 25
Response to Advisory Vote on Executive Compensation 26
Compensation Determination Process 26
Key Elements of Compensation 26
Employment Agreements and Severance/Change in Control Benefits 32
Other Considerations 33
Tax and Accounting Implications 34
Summary Compensation Tables 35
Grants of Plan- Based Awards in Fiscal 2017 37
Outstanding Equity Awards at Fiscal 2017 Year-End 38
Stock Vested and Option Exercises 39
Pension Plans and Nonqualified Deferred Compensation 39
Employment Agreements and Potential Payments upon Termination or Change in Control 40
CEO Pay Ratio 42
Compensation Committee Report on Executive Compensation 43
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 44
Audit Committee Matters 46
Primary Responsibilities and 2017 Actions 46
Report of the Audit Committee 47
Independent Registered Public Accounting Firm 48
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 49
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 49
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 49
OTHER MATTERS 50
ANNEX I — RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES 52

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