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 9, 2007
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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 File Number) (I.R.S. Employer
of incorporation) 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 Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 9, 2007, the Compensation Committee (the "Committee") of the
Board of Directors (the "Board") of GameStop Corp. (the "Company") determined
that the Company had attained the threshold performance goals with respect to
operating earnings (the "Operating Earnings Target") for the fiscal year ended
February 3, 2007 ("fiscal 2006") 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:
Name and Position Fiscal 2006 Bonus
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R. Richard Fontaine, Chairman & Chief Executive Officer $2,000,000
Daniel A. DeMatteo, Vice Chairman & Chief Operating Officer $1,600,000
Steven R. Morgan, President $ 225,000
David W. Carlson, Executive Vice President & Chief Financial Officer $ 245,000
Fiscal 2007 Salaries
On February 9, 2007, the Committee set the annual base compensation for
the fiscal year ending February 2, 2008 ("fiscal 2007") of R. Richard Fontaine,
Chairman & Chief Executive Officer, at $1,000,000, Daniel A. DeMatteo, Vice
Chairman & Chief Operating Officer, at $800,000, Steven R. Morgan, President, at
$500,000 and David W. Carlson, Executive Vice President & Chief Financial
Officer, at $400,000.
Fiscal 2007 Performance Bonus Criteria
On February 9, 2007, the Committee set the performance criteria under
the Compensation Plan for purposes of determining bonuses for fiscal 2007 to be
paid to R. Richard Fontaine, Chairman & Chief Executive Officer, Daniel A.
DeMatteo, Vice Chairman & Chief Operating Officer, Steven R. Morgan, President,
and David W. Carlson, Executive Vice President & Chief Financial Officer.
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
Chairman & Chief Executive Officer 200% 250%
Daniel A. DeMatteo
Vice Chairman & Chief Operating Officer 200% 250%
Steven R. Morgan, President 75% 94%
David W. Carlson
Executive Vice President & Chief Financial Officer 75% 94%
Grants Under the Company's Incentive Plan
On February 9, 2007, the Committee approved the following grants of
options or restricted shares under the Company's Incentive Plan to the Company's
executive officers and directors:
Name and Position Grant
----------------- -----
R. Richard Fontaine
Chairman & Chief Executive Officer 60,000 Restricted Shares(1)
Daniel A. DeMatteo
Vice Chairman & Chief Operating Officer 60,000 Restricted Shares(1)
Steven R. Morgan, President 30,000 Restricted Shares(1)
David W. Carlson
Executive Vice President & Chief Financial Officer 30,000 Restricted Shares(1)
Ronald Freeman
Executive Vice President, Distribution 12,000 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) 9,600 Restricted Shares(1)
(1) Class A Common Stock, vesting in equal annual installments on February
9 of each of the years 2008 through 2010.
Fiscal 2007 Board Fees
On February 9, 2007, the Board, upon the recommendation of the
Committee, approved the Board fees for fiscal 2007. The annual retainer to be
received by each non-employee member of the Board for fiscal 2007 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 9, 2007
/s/ David W. Carlson
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Name: David W. Carlson
Title: Executive Vice President and
Chief Financial Officer