Preliminary Copies, Dated May 10, 2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  þx                              Filed by a Party other than the Registrant  ¨

Check the appropriate box:

GameStop Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

625 Westport Parkway

Grapevine, Texas 76051

May     10, 2012, 2013

Dear Stockholder:

You are cordially invited to attend the 20122013 Annual Meeting of Stockholders of GameStop Corp. The meeting will be held at 1:3000 p.m., Central Standard Time, on Tuesday, June 19, 201225, 2013 at The Worthington Renaissance Hotel, 200 Main Street, Fort Worth,the Hilton Southlake Town Square, 1400 Plaza Place, Southlake, Texas 76102.76092.

Information about the meeting and the various matters on which the stockholders will act is included in the Notice of Annual Meeting of Stockholders and Proxy Statement which follow. Also included are a Proxy Card and postage paid return envelope.

It is important that your shares are represented at the Annual Meeting whether or not you plan to attend. Accordingly, we request your cooperation by signing, dating and mailing the enclosed proxy card, or voting by telephone or electronically through the Internet as soon as possible to ensure your representation at the Annual Meeting.

Thank you for your continued interest in GameStop Corp.

Sincerely,

Daniel A. DeMatteo

Executive Chairman

625 Westport Parkway

Grapevine, Texas 76051

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

If you have questions concerning the Annual Meeting or any of the proposals, please contact GameStop Corp.’s proxy solicitor, Alliance Advisors at 200 Broadacres Drive, 3^rd Floor, Bloomfield, NJ 07003 or call Alliance Advisors at 973-873-7700.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 19, 2012:25, 2013: the Proxy Statement and the accompanying Annual Report to Stockholders are available athttp://investor.gamestop.com.

GameStop Corp.

625 Westport Parkway

Grapevine, Texas 76051

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 19, 201225, 2013

INTRODUCTION

This Proxy Statement and enclosed Proxy Card are being furnished commencing on or about May 10, 2012, 2013 in connection with the solicitation by the Boardboard of Directorsdirectors (the “Board of Directors” or the “Board”) of GameStop Corp., a Delaware corporation (together with its predecessor companies, “GameStop,” “we,” “our,” or the “Company”), of proxies for use at the Annual Meeting of Stockholders to be held on June 19, 201225, 2013 (the “Meeting”) for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Any proxy given pursuant to such solicitation and received in time for the Meeting will be voted as specified in such proxy. If no instructions are given, proxies will be votedFOR the election of the nominees listed below under the caption “Election of Directors — Information Concerning the Directors and Nominees — Nominees for Election as Director,”FOR the approval, by non-binding vote, of executive compensation as disclosed in these materials,FOR the ratificationapproval of the appointmentamendment to GameStop Corp.’s Second Amended and Restated Certificate of BDO USA, LLP as the independent registered public accounting firm forIncorporation to declassify the Company’s fiscal year ending February 2, 2013 (“fiscal 2012”Board of Directors (the “Board Declassification Amendment”),FOR the approval of the GameStop Corp. Amended and Restated 2011 Incentive Plan (the “Amended Plan”), and in the discretion of the proxies named on the Proxy Card with respect to any other matters properly brought before the Meeting and any adjournments or postponements thereof. Any proxy may be revoked by written notice received by the Secretary of the Company at any time prior to the voting thereof by submitting a subsequent proxy or by attending the Meeting and voting in person.

Only holders of record of the Company’s Class A Common Stock as of the close of business on April 30, 2012May 2, 2013 are entitled to notice of and to vote at the Meeting. As of the record date, 131,982,396118,855,826 shares of Class A Common Stock, par value $.001 per share (“Common(the “Common Stock”), were outstanding. Each share of Common Stock entitles the record holder thereof to one vote on each of the proposals and on all other matters properly brought before the Meeting. The presence of a majority by vote of the outstanding shares of the Common Stock represented in person or by proxy at the Meeting will constitute a quorum.

Nominees for Director shall be elected by a majority of the votes cast in person or by proxy. A majority of the votes cast means the affirmative vote of a majority of the total votes cast “for” and “against” such nominee. Elected Directors will serve until the 20152016 annual meeting of stockholders and until their respective successors are duly elected and qualified. The proposal to ratifyapprove the appointmentBoard Declassification Amendment requires the affirmative vote of 80% of the outstanding Common Stock. The proposals to approve the Amended Plan, the Company’s independent registered public accountantsexecutive compensation and all other matters that may be voted on at the Meeting, will require the affirmative vote of a majority of the votes cast on the proposal in person or by proxy at the Meeting. As an advisory vote, the proposal to approve executive compensation is not binding upon the Company. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, and the Board, value the opinions expressed by our stockholders and will consider the results of the vote when making future compensation decisions.

With respect to the proposal to elect the four nominees for Director, the proposal to ratify the appointment of the Company’s independent registered public accountants, and the advisory vote on executive compensation, abstentions and “broker non-votes” will not be included in vote totals and will have no effect on the outcome. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular matter because the nominee does not have discretionary voting power on that matter and has not received instructions from the beneficial owner. With respect to all other proposals, abstentions will be treated as votes cast and will have the same effect as a vote against the matter. “Broker non-votes” will not be considered as votes cast with respect to the advisory vote on the Company’s executive compensation and the proposal to approve the Amended Plan, unless, in the case of the proposal to approve the Amended Plan, “broker non-votes” result in a failure to obtain total votes cast of more than 50% of the shares entitled to vote on such proposal. Abstentions and “broker non-votes” will count as votes

against the Board Declassification Amendment, as such proposal requires the affirmative vote of 80% of the outstanding Common Stock for approval.

Please note that under New York Stock Exchange (the “NYSE”) rules, brokers may not vote your shares on the election of Directors, the advisory vote on the Company’s executive compensation, the proposal to approve the Board Declassification Amendment or the proposal to approve the Amended Plan in the absence of your specific instructions as to how to vote, so we encourage you to provide instructions to your broker regarding the voting of your shares.

Abstentions and “broker non-votes” are included in determining whether a quorum is present.

A Proxy Card is enclosed for your use. YOU ARE SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS TO VOTE YOUR SHARES THROUGH THE INTERNET, BY TELEPHONE OR BY MAIL BY COMPLETING, SIGNING, DATING AND RETURNING THE PROXY CARD IN THE ACCOMPANYING ENVELOPE, which is postage-paid if mailed in the United States.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THE DELIVERY OF THIS PROXY STATEMENT SHALL, UNDER NO CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROXY STATEMENT.

ELECTION OF DIRECTORS

PROPOSAL 1

Information Concerning the Directors and Nominees

Composition of the Board

Our Board of Directors currently consists of 11 Directors. Our certificate of incorporation provides that the authorized number of Directors may be changed only by resolution of the Board of Directors. Any additional directorships resulting from an increase in the number of Directors will be distributed among three classes of Directors, as provided for in our certificate of incorporation, so that, as nearly as possible, each class will consist of one-third of the total number of Directors. The three classes of Directors are as follows: Class 1, whose terms will expire at the Meeting,annual meeting of stockholders to be held in 2015, Class 2, whose terms will expire at the annual meeting of stockholders to be held in 2013,Meeting, and Class 3, whose terms will expire at the annual meeting of stockholders to be held in 2014. Daniel A. DeMatteo, Michael N. Rosen, Edward A. Volkwein and Shane S. Kim, J. Paul Raines and Kathy P. Vrabeck are in Class 1; R. Richard Fontaine, Jerome L. Davis, Steven R. Koonin and Stephanie M. Shern are in Class 2; and Stanley (Mickey) Steinberg,Thomas N. Kelly Jr., Gerald R. Szczepanski and Lawrence S. Zilavy are in Class 3. At each annual meeting of stockholders, the successors to Directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following election.

At the Meeting, there is a proposal to phase-in the elimination of the classification of our Board, pursuant to stockholder approval of the Board Declassification Amendment. If the Board Declassification Amendment is approved by the Company’s stockholders, as recommended by the Board, then (i) beginning at the 2014 annual meeting of stockholders, each of the nominees for director in 2014 would stand for election for a one-year term, (ii) at the 2015 annual meeting, each of the directors elected at the 2014 annual meeting and each of the nominees for director at the 2015 annual meeting would be elected for a one-year term, and (iii) at the 2016 annual meeting and at annual meetings after 2016, all of the nominees for director would be elected for a one-year term. This would result in the entire Board being elected annually for one-year terms beginning at the 2016 annual meeting of stockholders. If our stockholders do not approve the Board Declassification Amendment, then our Board will remain classified.

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Effective November 15, 2011, at the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board amended the Company’s Corporate Governance Guidelines to establish a Director retirement age of 72. Michael N. Rosen and Edward A. Volkwein have decided not to stand for re-election upon expiration of their terms at the Meeting. If Messrs. Rosen and Volkwein would have stood for re-electionR. Richard Fontaine, if re-elected at the Meeting and had received the requisite stockholder votes to have been elected toserve on the Board for an additional term, both Mr. Rosen and Mr. Volkwein would have reachedwill reach the Director retirement age of 72 during the first year of theirhis next term and, interm. In accordance with the Company’s amended Corporate Governance Guidelines, wouldMr. Fontaine will have had to resign from the Board no later than the date of the 20132014 annual meeting of stockholders. Additionally, duestockholders unless the Executive Chairman grants a waiver of the retirement policy as permitted by the retirement policy. Given Mr. Fontaine’s value to the recently established Director retirement age, Stanley (Mickey) Steinberg will resign from the Board effective as of the Meeting. The Nominating and Corporate Governance Committee is currently searching for a new Director to replace Mr. Steinberg on the Board. As of the date of this Proxy Statement, the Nominating and Corporate Governance Committee has proposed, and the BoardCompany, Mr. DeMatteo, as Executive Chairman, has approved, J. Paul Raines and Kathy Vrabeck as Director nominees to replace the Director positions vacated by Messrs. Rosen and Volkwein, respectively. Mr. Raines and Ms. Vrabeck are included in the slate of nominees for election as Director listed below.granted this waiver.

Background information and qualifications with respect to our Board of Directors and nominees for election as Directors appear below. See “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding such persons’ holdings of equity securities of the Company.

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The following table sets forth the names and ages of our Directors, the year they first became a Director and the positions they hold with the Company:

international business, leadership development, succession planning, executive compensation and information technology. In addition, his experience as a Director of Apogee, including committee service, has given him insights and perspectives on finance, governance, human resources and compensation which benefit the Board.

R. Richard Fontaineis a Director. He served as our Chairman International from June 2010 until March 2013 and as our Executive Chairman of the Board from August 2008 until June 2010. Mr. Fontaine was our Chairman of the Board and Chief Executive Officer from GameStop’s predecessor company’s initial public offering in February 2002 until August 2008. In addition, Mr. Fontaine served as Chief Executive Officer of our predecessor companies from November 1996 to February 2002. He has been an executive officer or director in the video game industry since 1988.

Director Qualifications: Mr. Fontaine brings to the Board 25 years of experience as an executive officer or director in the video game industry and, as one of the founders of GameStop, 17 years of experience growing GameStop and its predecessor companies into the world’s largest multichannel video game retailer. Mr. Fontaine’s market knowledge and breadth of experience in numerous functions within the Company has resulted in a deep understanding of the opportunities and challenges facing the Company. The Company also benefits from Mr. Fontaine’s entrepreneurial spirit and his network of contacts and relationships within the business community as we pursue new opportunities in our continued business transformation.

Steven R. Kooninis a Director and has served as a Director since June 2007. Mr. Koonin is a member of the Nominating and Corporate Governance Committee. Mr. Koonin is President of Turner Entertainment Networks (“Turner”), which includes TNT, TBS, truTV and Turner Classic Movies. Mr. Koonin joined Turner Broadcasting System in 2000 as Executive Vice President and General Manager of TNT. He added oversight of TBS in 2003 and was promoted to his current position in 2006. Mr. Koonin was responsible for the rebranding of TNT and TBS and for the development of some of the most successful programming in cable television history. He also led the rebrand of Court TV as truTV. Prior to joining Turner, Mr. Koonin spent 14 years with The Coca-Cola Company (“Coca-Cola”), including serving as Vice President of Consumer Marketing. Mr. Koonin is also a Director of the Metro Atlanta Chamber of Commerce, the Georgia Aquarium and the Fox Theatre.

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Director Qualifications: Mr. Koonin brings to the Board 1213 years of executive leadership experience with a leading provider of media entertainment and 14 years of experience with a globally-recognized consumer brand. Through his executive leadership experience at both Turner and Coca-Cola, he brings to the Board deep knowledge of the entertainment industry and content creation and delivery, as well as consumer branding strategy and tactics and insight into promoting growth strategies for consumer businesses.

Stephanie M. Shernis a Director and Chair of the Audit Committee and has served in these capacities since 2002. Mrs. Shern is also a member of the Compensation Committee. From 1995 until 2001, Mrs. Shern was the Vice Chair and Global Director of Retail and Consumer Products for Ernst & Young LLP (“Ernst & Young”) and a member of Ernst & Young’s Management Committee. Mrs. Shern became a Partner at Ernst & Young in 1981 and was with that firm for over 30 years. Mrs. Shern is currently a Director and Chair of the Audit Committee of The Scotts Miracle Gro Company (“Scotts Miracle Gro”) and a Director and member of the Audit and Remuneration Committees of Koninklijke Ahold N.V. (“Royal Ahold”). During the past five years, Mrs. Shern has also served as a Director of Embarq Corp, CenturyLink, Sprint Nextel Corp. (“Sprint Nextel”) and Nextel Communications, Inc. (“Nextel”). Mrs. Shern is a CPA and a member of the American Institute of CPAs and the New York State Society of CPAs. She is also a member of Pennsylvania State University’s Smeal College Accounting Advisory Board and a founding member of Tapestry Network’s Lead Director Network.

Director Qualifications:Mrs. Shern brings to the Board vast leadership, financial, international, marketing/consumer industry and retail experience from a nearly 40-year finance career focused significantly on retail and consumer industries in both the United States and abroad. In addition, as a current member of the audit committeesAudit Committees of Scotts Miracle Gro (where she serves as Chair) and Royal Ahold and as a past member of audit committeesAudit Committees of the board of directors of other public companies, Mrs. Shern has extensive financial experience. This experience has proven valuable to the Board, where Mrs. Shern serves as Chair of the Audit Committee and as the “audit committee financial expert,” as that term is defined in the applicable rules and regulations of the SEC.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTEFOR THE ELECTION OF EACH NOMINEE FOR DIRECTOR NAMED ABOVE. PROXIES SOLICITED BY THIS PROXY STATEMENT WILL BE VOTEDFOR EACH NOMINEE NAMED ABOVE UNLESS A VOTE AGAINST A NOMINEE OR AN ABSTENTION IS SPECIFICALLY INDICATED.

Other Directors whose Terms of Office Continue after the Meeting

Daniel A. DeMatteois a Director and Executive Chairman, a position he has held since June 2010. He served as our Chief Executive Officer from August 2008 to June 2010. He served as Vice Chairman and Chief Operating Officer from March 2005 to August 2008. Prior to March 2005, Mr. DeMatteo served as President and Chief Operating Officer of the Company or our predecessor companies since November 1996. He has served on our Board since 2002 and has been an executive officer in the video game industry since 1988.

Director Qualifications: Mr. DeMatteo brings to the Board 17 years of experience growing GameStop and its predecessor companies into the world’s largest multichannel video game retailer and 25 years of experience as an executive officer in the video game industry. As one of the founders of GameStop, Mr. DeMatteo has demonstrated a record of leadership, innovation and achievement. With his experience with the Company in the roles of Executive Chairman, Vice Chairman, Chief Executive Officer, President and Chief Operating Officer, Mr. DeMatteo provides the Board a unique and valuable perspective on the Company’s operations, strategy and business, including his perspective on the formula for success that has brought the Company to its current industry-leading position. The Company also benefits from Mr. DeMatteo’s entrepreneurial spirit and his extensive network of contacts and relationships within the video game industry as we pursue new opportunities in our continued business transformation.

Thomas N. Kelly Jr.is a Director and a member of the Compensation Committee. He has served as a Director since July 2012. Mr. Kelly served as Executive Vice President, Transition Integration of Sprint Nextel, a

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global communications company, from December 2005 until April 2006. He served as the Chief Strategy Officer of Sprint Nextel from August 2005 until December 2005. He served as the Executive Vice President and Chief Operating Officer of Nextel, which became Sprint Nextel, from February 2003 until August 2005, and as Executive Vice President and Chief Marketing Officer of Nextel from 1996 until February 2003. Mr. Kelly currently serves on the Board of Scotts Miracle Gro and as the Chair of its Compensation Committee.

Director Qualifications: Mr. Kelly brings to the Board extensive board experience as well as more than 25 years of leadership in the communications and wireless industries. His broad business knowledge in the communications and wireless industries brings valuable insight in supporting the advancement of the Company’s mobile and digital strategies.

Shane S. Kimis a Director and a member of the Compensation Committee. He has served as a Director since July 2011. Mr. Kim worked for Microsoft Corporation (“Microsoft”) for almost 20 years, retiring in January 2010. For the last 15 years at Microsoft, Mr. Kim was with Microsoft’s Interactive Entertainment Business division, most recently as its Corporate Vice President of Strategy and Business Development. Before that, Mr. Kim was the Corporate Vice President of Microsoft Game Studios, where he oversaw a team of approximately 1,000 programmers, designers, artists and producers developing a broad range of Xbox 360 and Windows titles. Since retiring from Microsoft in January 2010, Mr. Kim has been an independent adviser to companies in the interactive entertainment and digital media industries.

Director Qualifications: Mr. Kim brings to the Board nearly 21 years of experience in the constantly evolving video game industry and the associated rapidly changing technological landscape. His broad video game knowledge, his knowledge of Microsoft (one of the Company’s largest suppliers) and business experience bring valuable insight in supporting the advancement of the Company’s business and digital strategies.

J. Paul Rainesis a Director and is GameStop’s Chief Executive Officer, a role he has held since June 2010. He served as GameStop’s Chief Operating Officer from September 2008 to June 2010. Prior to joining GameStop, Mr. Raines spent eight years with The Home Depot (“Home Depot”) in various management positions in retail operations, including as Executive Vice President of U.S. Stores and President of the Southern Division. Prior to Home Depot, he spent four years in global sourcing for L.L. Bean and ten years with Kurt Salmon Associates in their consumer products group. Mr. Raines serves on the Board of Directors of Advance Auto Parts, Inc. (“Advance Auto Parts”) and is the Chair of its Compensation Committee. He also serves on the Board of Trustees of the Georgia Tech Foundation, a non-profit organization.

Director Qualifications: Mr. Raines brings to the Board extensive experience in the strategic, operational and merchandising aspects of retail businesses. He also has broad international experience in Latin America, Europe and Asia. The Board benefits from Mr. Raines’ insights gained from his experience and expertise in the areas of retail strategy, store operations, customer service, merchandising, manufacturing, marketing, loss prevention, real estate, supply chain and global sourcing. Additionally, Mr. Raines’ service on the Advance Auto Parts Board of Directors and one of its committees provides the Board an additional unique perspective into corporate management and board dynamics at another specialty retail public company.

Gerald R. Szczepanskiis a Director and has served as a Director for the Company and its predecessor companies since 2002. Mr. Szczepanski is Chair of the Compensation Committee and a member of the Audit Committee. Mr. Szczepanski is currently retired. Mr. Szczepanski was the co-founder, and, from 1994 to 2005, the Chairman and Chief Executive Officer of Gadzooks, Inc., a publicly traded specialty retailer of casual clothing and accessories for teenagers. On February 3, 2004, Gadzooks, Inc. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (Case No. 04-31486-11). Mr. Szczepanski is also a Director of Rush Enterprises, Inc.

Director Qualifications: Mr. Szczepanski brings to the Board over 3536 years of experience in the retail business. He has extensive leadership experience as both a chairman and a chief executive officer of a public company in the specialty retail industry.

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Kathy P. Vrabeckis a Director and a member of the Audit Committee. She has served as a Director since June 2012. She is currently a Partner at Heidrick & Struggles International, Inc. (“Heidrick & Struggles”) in their Media, Entertainment and Digital practice. Prior to joining Heidrick & Struggles in July 2011, Ms. Vrabeck was with Legendary Pictures from March 2009 to March 2011 where she served as President, Legendary Digital and was responsible for the creation, management and delivery of digital entertainment, with a focus on video games, across current and next-generation platforms. From May 2007 to November 2008, Ms. Vrabeck was with Electronic Arts, Inc. (“EA”) where she served as President, EA Casual Entertainment and led EA’s efforts in the fastest growing segments of the video game market: mobile, online, social networking and global media sales. Prior to joining EA, Ms. Vrabeck was with Activision, Inc. (“Activision”) from August 1999 to April 2006 where she served as President, Activision Publishing, overseeing Activision’s product development and global brand management and publishing operations. Earlier in her career, Ms. Vrabeck held various marketing, sales and finance positions with ConAgra, The Pillsbury Company, Quaker Oats and Eli Lilly and Company. Ms. Vrabeck currently serves on the DePauw University Board of Trustees.

Director Qualifications: Ms. Vrabeck brings to the Board nearly 10 years of experience in senior executive leadership positions with major game and film makers. Her digital entertainment knowledge, her knowledge of two of the Company’s largest suppliers and her business experience brings valuable insight in supporting the advancement of the Company’s business and digital strategies.

Lawrence S. Zilavyis a Director and a member of the Audit Committee and the Nominating and Corporate Governance Committee. Mr. ZilavyHe has served as a Director since October 2005. Since October 2009, Mr. Zilavy has been employed by LR Enterprises Management LLC, thea private family office of Leonard Riggio.investment office. Mr. Zilavy was a Senior Vice President of Barnes &

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Noble College Booksellers, Inc. from May 2006 to September 2009. Mr. ZilavyHe was Executive Vice President, Corporate Finance and Strategic Planning for Barnes & Noble, Inc. (“Barnes & Noble”) from May 2003 until November 2004 and was Chief Financial Officer of Barnes & Noble from June 2002 through April 2003. Prior to joining Barnes & Noble, Mr. Zilavy had a 25-year career in banking. Mr. Zilavy is also a Director of The Hain Celestial Group, Inc., a leading natural and organic food and personal care products company, and the non-profit arts education institution The Harlem School of the Arts. During the past five years, Mr. Zilavy has also served as a Director of Barnes & Noble and the non-profit Community Resource Exchange.Noble.

Director Qualifications: Mr. Zilavy brings to the Board significant senior executive-level experience in a large specialty retail company and experience on public company boards. This experience, together with Mr. Zilavy’s nearly 25 years of experience as a banker, provides the Board strong financial, operating and governance expertise.

Meetings and Committees of the Board

The Board of Directors met nineten times during the fiscal year ended January 28, 2012February 2, 2013 (“fiscal 2011”2012”). All Directors who were Directors for the full fiscal year attended at least 75% of all of the meetings of the Board of Directors and the committees thereof on which they served during fiscal 2011.2012.

The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

Audit Committee

The Audit Committee’s principal functions include reviewing the adequacy of the Company’s internal system of accounting controls, the appointment, compensation, retention and oversight of the independent registered public accountants, conferring with the independent public accounting firm concerning the scope of their examinationaudit of the books and records of the Company, reviewing and approving related party transactions and considering other appropriate matters regarding the financial affairs of the Company. In addition, the Audit

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Committee has established procedures for the receipt, retention and treatment of confidential and anonymous complaints regarding the Company’s accounting, internal accounting controls and auditing matters. The Board of Directors has adopted a written charter setting out the functions of the Audit Committee, a copy of which is available on the Company’s website athttp://investor.gamestop.com and is available in print to any stockholder who requests it in writing to the Company’s Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. As required by the charter, the Audit Committee will continue to review and reassess the adequacy of the charter annually and recommend any changes to the Board of Directors for approval. The current members of the Audit Committee are Stephanie M. Shern (Chair), Gerald R. Szczepanski, Kathy P. Vrabeck and Lawrence S. Zilavy, all of whom are “independent” Directors under the listing standards of the NYSE. In addition to meeting the independence standards of the NYSE, each member of the Audit Committee is financially literate and meets the independence standards established by the Securities and Exchange Commission (the “SEC”). The Board of Directors has also determined that Mrs. Shern has the requisite attributes of an “audit committee financial expert” as defined by regulations promulgated by the SEC and that such attributes were acquired through relevant education and/or experience. The Audit Committee met eighteleven times during fiscal 2011.2012.

Compensation Committee

The principal function of the Compensation Committee is, among other things, to make recommendations to the Board of Directors with respect to matters regarding the approval of employment agreements, management and consultant hiring and executive compensation. The Compensation Committee is also responsible for administering our GameStop Corp. 2011 Incentive Plan (the “2011 Incentive Plan”), our Fourth Amended and Restated 2001 Incentive Plan (the “2001 Incentive Plan”), and our Second Amended and Restated GameStop Corp. Supplemental Compensation Plan (the “Supplemental Compensation Plan”). The current members of the Compensation Committee are Gerald R. Szczepanski (Chair), Stephanie M. ShernShane S. Kim and Edward A. Volkwein,Thomas N. Kelly Jr., all of whom meet the independence standards of the NYSE. The Board of Directors has adopted a written charter setting out the functions of the Compensation Committee, a copy of which is available on the Company’s website athttp://investor.gamestop.com and is available in print to any stockholder who requests it in writing to the

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Company’s Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. The Compensation Committee met tenseven times during fiscal 2011.2012.

Nominating and Corporate Governance Committee

The principal function of the Nominating and Corporate Governance Committee is, among other things, to review and recommend to the Board candidates for service on the Board and its committees, including the renewal of existing Directors, and to recommend to the Board the corporate governance guidelines applicable to the Company. The current members of the Nominating and Corporate Governance Committee are Jerome L. Davis (Chair), Steven R. Koonin and Stanley (Mickey) Steinberg,Lawrence S. Zilavy, all of whom meet the independence standards of the NYSE. Our Board of Directors has adopted a written charter setting out the functions of the Nominating and Corporate Governance Committee, a copy of which can be found on our website athttp://investor.gamestop.com and is available in print to any stockholder who requests it in writing to the Company’s Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. The Nominating and Corporate Governance Committee met seven times during fiscal 2011.2012.

Minimum Qualifications

The Nominating and Corporate Governance Committee does not set specific minimum qualifications for Directors except to the extent required to meet applicable legal, regulatory and stock exchange requirements, including, but not limited to, the independence requirements of the NYSE and the SEC, as applicable. Nominees for Director are selected on the basis of outstanding achievement in their personal careers; board experience; wisdom; integrity; diversity; ability to make independent, analytical inquiries; understanding of the business environment; and willingness to devote adequate time to Board of Directors’ duties. While the selection of

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qualified Directors is a complex and subjective process that requires consideration of many intangible factors, the Nominating and Corporate Governance Committee believes that each Director should have a basic understanding of (i) the principal operational and financial objectives and plans and strategies of the Company, (ii) the results of operations and financial condition of the Company and of any of its significant subsidiaries or business segments, and (iii) the relative standing of the Company and its business segments in relation to their competitors.

Nominating Process

Consideration of new Board of Director nominee candidates, if any, typically involves a series of internal discussions, review of information concerning candidates and interviews with selected candidates. The Nominating and Corporate Governance Committee is willing to consider candidates submitted by a variety of sources (including incumbent Directors, stockholders (in accordance with the process described below), Company management and third-party search firms) when reviewing candidates to fill vacancies and/or expand the Board of Directors. When nominating a sitting Director for re-election at an annual meeting, the Nominating and Corporate Governance Committee will considerconsiders the Director’s performance on the Board of Directors and its Committees and the Director’s qualifications in respect of the foregoing.

Consideration of Stockholder-Nominated Directors

Stockholders have the right to submit nominations for persons to be elected to the Board of Directors as described below. If such a nomination occurs and if a vacancy arises or if the Board of Directors decides to expand its membership, and at such other times as the Board of Directors deems necessary or appropriate, the Nominating and Corporate Governance Committee will consider potential nominees submitted by stockholders. The Company’s Bylaws provide that, in order for a stockholder to nominate a person for election to the Board of Directors at an annual meeting of stockholders, such stockholder must give written notice to the Company’s Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051, not less than 30 days nor more than 60 days prior to the meeting; provided, however, that in the event that less than 40 days’ notice or prior public disclosure of the date of the meeting is given to stockholders, notice by the stockholder must be given not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such notice must contain the proposing stockholder’s record name and address, and the number of shares of the Company that are beneficially owned by such stockholder.

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Such notice must also contain all information relating to such nominee that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to being a nominee and to serving as a Director if elected.

Corporate Governance

Codes of Ethics

The Company has adopted a Code of Ethics for Senior Financial and Executive Officers that is applicable to the Company’s Executive Chairman, Chairman International, Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer, and any Executive Vice President of the Company or Vice President of the Company employed in a finance or accounting role. The Company also has adopted a Code of Standards, Ethics and Conduct applicable to all of the Company’s management-level employees and non-employee Directors. The Code of Ethics for Senior Financial and Executive Officers and the Code of Standards, Ethics and Conduct are available on the Company’s website athttp://investor.gamestop.com and are available in print to any stockholder who requests them in writing to the Company’s Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. In accordance with SEC rules, the Company intends to disclose any amendment (other than any technical, administrative or other non-substantive amendment) to either of the above Codes, or any waiver of any provision thereof with respect to certain specified officers listed above, on the Company’s website athttp://investor.gamestop.com within four business days following such amendment or waiver.

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Claw-back Policy

The Company has adopted a claw-back policy which requires the Board, when permitted by law, to require reimbursement of annual incentive payments or long-term incentive payments from a current or former executive officer of the Company where the payment was predicated upon achieving certain financial results or other operating metrics, and either (1) the Board determines in its good faith judgment that such financial results or other operating metrics were achieved in whole or part as a result of fraud or other misconduct on the part of such executive, or fraud or other misconduct of other employees of the Company of which such executive had knowledge, whether or not such conduct results in any restatement of Company financial statements filed with the SEC, or (2) such financial results or other operating metrics were the subject of a restatement of Company financial statements filed with the SEC, and a lower payment would have been made to the executive officer based upon the restated financial results. The Company will, to the fullest extent possible under applicable law, seek to recover from the individual executive officer, in the case of (1), the full amount of the individual executive officer’s incentive payments for the relevant period (including, at a minimum, for the three-year period prior to such financial results), and in the case of (2), the amount by which the individual executive officer’s incentive payments for the relevant period (including, at a minimum, for the three-year period prior to the restatement of financial results) exceeded the lower payment that would have been made based on the restated financial results.

Equity Ownership Policy

The Board believes that it is important for each executive officer and non-employee Director of the Company to have a financial stake in the Company to help align the executive officer’s or non-employee Director’s interests with those of the Company’s stockholders. To that end, the Company has an equity ownership policy requiring that each executive officer and non-employee Director of the Company maintain ownership of Common Stock with a value of at least the following multiples of base salary or annual cash retainer for service on the Board:

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New executive officers or non-employee Directors of the Company will be given a period of five (5) years to attain full compliance with these requirements. These requirements will be reduced by 50% after an executive reaches age 62 in order to facilitate appropriate financial planning.

For purposes of these determinations, (i) stock ownership includes shares of Common Stock which are directly owned or owned by family members residing with the executive officer or non-employee Director, or by family trusts, as well as vested options and vested restricted stock, and unvested restricted stock or equivalents, unless they are subject to achievement of performance targets, and common stock or stock equivalents credited to such executive officer or non-employee Director under any deferred compensation plan, and (ii) Common Stock shall be valued per share using the 200-day trailing average NYSE per share closing price.

Anti-Hedging Policy

Given that the aim of ownership of Common Stock is to ensure that employees and Directors of the Company have a direct personal financial stake in the Company’s performance, hedging transactions on the part of employees and Directors of the Company could be contrary to that purpose. Therefore, the Company has adopted an anti-hedging policy which states that the implementation by an employee or Director of the Company of hedging strategies or transactions using short sales, puts, calls or other types of financial instruments (including,

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(including, but not limited to, prepaid variable forward contracts, equity swaps, collars, and exchange funds) based upon the value of Common Stock and applied to equity securities granted to such employee or Director, or held, directly or indirectly, by such employee or Director, is strictly prohibited.

Corporate Governance GuidelinesGuidelines; Certifications

The Board of Directors has adopted Corporate Governance Guidelines. The Corporate Governance Guidelines are available on the Company’s website athttp://investor.gamestop.com and are available in print to any stockholder who requests them in writing to the Company’s Secretary, GameStop Corp., 625 Westport Parkway, Texas 76051.

Our Chief Executive Officer has submitted to the New York Stock Exchange the annual certification required by Section 303A.12(a) of the NYSE Company Manual. In addition, the Company has filed with the Securities and Exchange Commission as exhibits to its Annual Report on Form 10-K for the fiscal year ended February 2, 2013 the certifications of its Chief Executive Officer and Chief Financial Officer required pursuant to Section 302 of the Sarbanes-Oxley Act relating to the quality of its public disclosure.

Communications Between Stockholders and Interested Parties and the Board of Directors

Stockholders and other interested persons seeking to communicate with the Board of Directors should submit any communications in writing to the Company’s Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. Any such communication must state the number of shares beneficially owned by the stockholder making the communication. The Company’s Secretary will forward such communication to the full Board of Directors or to any individual Director or Directors (including the presiding Director of the executive sessions of the non-management Directors or the non-management Directors as a group) to whom the communication is directed.

Attendance at Annual Meetings

All members of the Board of Directors are expected to attend in person the Company’s annual meeting of stockholders and be available to address questions or concerns raised by stockholders. NineTen of the Company’s 11 Directors attended the 20112012 GameStop annual meeting of stockholders.

Director Independence; Independence Determination

The current membersOur Board has adopted the definition of the Board of Directors who are “independent” Directors underindependence in the listing standards of the NYSE areNYSE. In its assessment of Director independence, our Board considers all commercial, charitable and other relationships and transactions that any Director or member of his immediate family may have with us, with any of our affiliates or with any of our consultants or advisers.

Our Board has affirmatively determined that each of Jerome L. Davis, Thomas N. Kelly Jr., Shane S. Kim, Steven R. Koonin, Stephanie M. Shern, Stanley (Mickey) Steinberg, Gerald R. Szczepanski, Edward A. VolkweinKathy P. Vrabeck and Lawrence S. Zilavy. In addition to meeting the independence standards ofZilavy is independent under the NYSE eachstandards as well as under standards set forth in SEC regulations, and that the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee are comprised exclusively of theseindependent Directors meetsunder the independence standards established by the SEC. foregoing standards. Our Board did not determine Messrs. Raines, Fontaine and DeMatteo to be independent because of their current or former executive positions with us.

The non-management Directors of the Company hold regularly scheduled executive sessions without management present at least once annually and the independent Directors hold at least one meeting annually with only independent Directors present. The presiding Director for each non-management or independent Director executive session is Mrs. Shern.

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Board Leadership Structure

The Board’s current leadership structure is comprised of an Executive Chairman position that is separate from the Chief Executive Officer position, as well as ten other Directors of which eight are independent, including a lead independent Director who is also the Chair of the Audit Committee. Under the Board’s current structure, Mr. DeMatteo is the Executive Chairman and is also a member of management and former Chief Executive Officer of the Company. The Board believes that Mr. DeMatteo’s in-depth knowledge of the Company’s business and its challenges, as well as his experience in the video game industry as a whole, make him the best qualified person to serve as Executive Chairman. In addition, this structure facilitates better communication between management and the Board and allows Mr. DeMatteo to more effectively execute the Company’s strategic initiatives, including the implementation of the Company’s multichannel retail strategy. The Nominating and Corporate Governance Committee has proposed, and the Board has approved,Mr. J. Paul Raines, the Chief Executive Officer of the Company, also serves as a Director nominee to replace the Director position vacated by Mr. Rosen.Director. The Board believes that if Mr. Raines is electedRaines’ service as a Director the non-chairman Director and Chief Executive Officer position further enhances the Board’s oversight of the Company’s day-to-day operations and provides additional management expertise ofwith respect to the complexities of the Company’s business units, including the existing store base, international operations and the new digital and mobile initiatives. The Board believes that at this time the Company’s stockholders are best served by this new structure as it helps facilitate the Company’s continuing transition to a multichannel retailer. All Directors play an active role in overseeing the Company’s business both at the Board and committee level. For additional oversight, the lead independent Director presides over regularly scheduled meetings with the other non-management Directors to discuss and evaluate the Company’s business without members of management present. This structure, together with our other corporate governance practices, provides strong independent oversight of management while ensuring clear strategic direction for the Company.

Declassification of Board

At the annual meeting of the Company’s stockholders to be held in 2013,As indicated above, the Board intends to submit and recommend a proposal torecommends that stockholders approve the stockholders to amend the Company’s corporate documentsBoard Declassification Amendment to phase-in the elimination of the classification of the Board. For further information regarding the proposed declassification of the Board, so that all Directors to be elected at or after the annual meeting of Company stockholders to be held in 2014 will be elected for one-year terms, provided that the unexpired term of any Director shall not be affected.see Proposal 3.

Risk Oversight

Responsibility for risk oversight resides with the full Board of Directors. Committees have been established to help the Board carry out this responsibility by focusing on key areas of risk inherent in the business. The Audit Committee oversees risk associated with financial and accounting matters, including compliance with legal and regulatory requirements, related-party transactions and the Company’s financial reporting and internal control systems. The Audit Committee also oversees the Company’s internal audit function and regularly meets separately with the Company’s head of internal audit, general counsel, external auditors and other financial and executive management. The Compensation Committee oversees risks associated with compensation policies and the retention and development of executive talent, including the development of policies that do not encourage excessive risk-taking by our executives. These policies include various factors to help mitigate risk, including fixed compensation components and variable components that include mitigating factors such as a consistent structure across all business units, generally involving consolidated income components; targeted award amounts that are not significant as a percentage of revenue; and holding periods or claw-back provisions. The Compensation Committee and management also regularly review the Company’s compensation policies to determine effectiveness and to assess the risk they present to the Company. Based on this review, the Company has concluded that its compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company. In addition, at least annually, the Board conducts a formal business review including a risk assessment related to the Company’s existing business and new initiatives. Because overseeing risk is an ongoing process and inherent in the Company’s strategic decisions, the Board also discusses risk throughout the year at other meetings in relation to specific topics or actions.

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Executive Officers

The following table sets forth the names and ages of our executive officers and the positions they hold:

In this Proxy Statement, the term “Named Executive Officers” means our Executive Chairman, Chairman International, Chief Executive Officer, President, and Executive Vice President and Chief Financial Officer.Officer, and Executive Vice President, GameStop International.

Roles of Executive Chairman Chairman International and Chief Executive Officer

The Company employs an Executive Chairman (Mr. DeMatteo), a Chairman International (Mr. Fontaine) and a Chief Executive Officer (Mr. Raines). As Executive Chairman, Mr. DeMatteo is responsible for the leadership and coordination of the activities of the Board of Directors, for overseeing the strategic direction of the Company and for providing guidance to the Company’s Chief Executive Officer and other executives. From June 2010 through the end of the fiscal 2011,year ended January 28, 2012 (“fiscal 2011”), Mr. DeMatteo was directly managing four of the Company’s senior executives. Beginning in fiscal 2012, Mr. DeMatteo no longer has direct supervision of Company executives other than Mr. Raines. Mr. DeMatteo’s compensation has beenfor fiscal 2012 was reduced accordingly as his role as Executive Chairman has continued to evolve.

As Chief Executive Officer, Mr. Raines has responsibility for development and execution of our strategic plans, for leadership and oversight of all of the Company’s day-to-day operations and performance.

As Chairman International,From June 2010 until March 2013, the Company employed Mr. Fontaine consultsas Chairman International. In this role, Mr. Fontaine consulted with the Company on its international and overall strategies and operations, relying on his experience as one of the Company’s founders and its former Chairman and Chief Executive Officer.Officer and then its Executive Chairman. In his role as Chairman and Chief Executive Officer,these roles, Mr. Fontaine had direct oversight of our international operations for seven years. Mr. Fontaine became Chairman International in June 2010 and will serve in that role until the expiration of his employment agreement in March 2013. After that date, Mr. Fontaine will servenow serves as a Director of the Company.Company and is nominated for re-election at the Meeting.

Business Experience of Executive Officers

Information with respect to executive officers of the Company who are also Directors or nominees for Director is set forth in “Information Concerning the Directors and Nominees” above.

Tony D. Bartel is President of GameStop, a role he has held since June 2010. He served as the Executive Vice President of Merchandising and Marketing from March 2007 to June 2010. Prior to that, Mr. Bartel was the Senior Vice President of International Finance, a role he held since joining GameStop in 2005. Mr. Bartel joined GameStop from NCH Corporation where he was the Chief Administrative Officer from May 2003 to May 2005. From 1989 to May 2003, Mr. Bartel held various positions with PepsiCo and Yum! Brands, Inc., including Operational Finance, Strategic Planning, Controller and eventually Chief Financial Officer of Pizza Hut. Prior to 1989, Mr. Bartel held various positions with the public accounting firm of KPMG Peat Marwick.

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Robert A. Lloyd is Executive Vice President and Chief Financial Officer, a role he has held since June 2010. He served as our Interim Chief Financial Officer from February 2010 to June 2010. Mr. Lloyd also served as our Chief Accounting Officer, a position he held from October 2005 to February 2010. Prior to that, Mr. Lloyd was the Vice President - Finance of GameStop or its predecessor companies from October 2000 and was the Controller of GameStop’s predecessor companies from December 1996 to October 2000. From May 1988 to December 1996, Mr. Lloyd held various financial management positions as Controller or Chief Financial Officer, primarily in the telecommunications industry. Prior to May 1988, Mr. Lloyd held various positions with the public accounting firm of Ernst & Young. Mr. Lloyd is a Certified Public Accountant. Mr. Lloyd currently serves on the Board of Directors of the Make-A-Wish Foundation of North Texas, a non-profit organization.

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Michael K. Mauler has been Executive Vice President of GameStop International since January 2010. Mr. Mauler was formerly the Company’s Senior Vice President of Supply Chain and International Support, a position he held since October 2005. Prior to that, Mr. Mauler was the Vice President of Logistics of Electronics Boutique. Mr. Mauler has also held senior management positions for Baxter Healthcare, Dade Behring and Fisher Scientific, where he led operations for 22 countries.

Michael P. Hogan is the Executive Vice President of Strategic Business and Brand Development, a role he has held since August 2012. He joined GameStop in February 2008 as Senior Vice President and Chief Marketing Officer. Previously, Mr. Hogan served as a Principal with Strategic Frameworking, a strategic consulting firm. Mr. Hogan also served as a Senior Vice President of Marketing at Dean Foods and as Vice President of International Marketing at Frito-Lay.

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the number of shares of our Common Stock and exercisable options to purchase such stock beneficially owned on April 30, 2012May 2, 2013 by each Director and each of the executive officers named in the Summary Compensation Table, each holder of 5% or more of our Common Stock and all of our Directors and executive officers as a group. Except as otherwise noted, the individual Director or executive officer or his or her family members had sole voting and investment power with respect to the identified securities. The total number of shares of our Common Stock outstanding as of April 30, 2012May 2, 2013 was 131,982,396.118,855,826.

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Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are Gerald R. Szczepanski (Chair), Thomas N. Kelly Jr., Shane S. Kim, Stephanie M. Shern until August 2012 and Edward A. Volkwein until he ceased to serve as a Director following our 2012 annual meeting, none of whom has ever been an employee of the Company. No member of the committee had a relationship requiring disclosure in this Proxy Statement under Items 404 or 407 of SEC Regulation S-K.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Introduction

The Compensation Committee believes that the Company’s Directors and senior executives should be compensated commensurate with their success in maintaining the growth, profitability, cash flow and high level of performance necessary for GameStop to produce ongoing and sustained value for our stockholders. The Company’s strategic initiatives are critical to providing ongoing and sustained value as they are intended to transition the Company into a multichannel retailer and resulthave resulted in revenue and market share growth inover the short-term,past few years, while also driving earnings growth and opportunities in emerging markets, including digital gaming and mobile business, in the future. The Compensation Committee will continue to develop and recommend compensation programs to support these critical objectives. The Board of Directors will continue to have sole approval rights over the Compensation Committee’s recommendations.

In response to stockholder input, in the last three years, we made a number of enhancements to our executive compensation disclosures and our executive compensation program, including increasing the amount of each Named Executive Officer’s total compensation package tied to performance measures. Prior to the fiscal year ended January 29, 2011 (“fiscal 2010”), the Company historically had 33% or less of executive compensation tied to performance

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measures. ForSince the beginning of fiscal 2011, and fiscal 2012, the Compensation Committee targeted that between 50% to 67% of each Named Executive Officer’s total compensation shouldto be tied to performance measures. Following additional stockholder input received during fiscal 2011, we made certain additional enhancements to our fiscal 2012 executive compensation program and disclosures.

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20112012 Performance

Despite a challenging economic environment and a period of transitionsignificant decline in sales in the video game industry in fiscal 2012, the Company delivered strong performance in 2011,during the fiscal year, including making substantial progress on the Company’s strategic initiatives to develop into a multichannel marketer and retailer of one of the largest entertainment categories — games, both digital and physical.physical, as well as expansion of the Company’s mobile business. All of these factors were reflected in our share price and in our executive compensation outcomes. Under the leadership of Messrs. DeMatteo, Raines and Bartel, the Company completed the following initiatives in 2011fiscal 2012 in support of our overall strategy:

Additionally, under the effective leadership of Messrs. DeMatteo, Raines and Lloyd, the Company continued to demonstrate disciplined capital allocation, with the following accomplishments:

As a result of the Company’s strong free cash flow performance, the Company continued to deliver on its commitment to return value and capital to stockholders by initiating, shortly afterincreasing the end of fiscal 2011, for the first time in the Company’s history, a quarterly dividend of $.15by an additional 10% in February 2013 to $0.275 per share. In addition, the

The Company’s share price increased from $20.98 at the close of the last trading day of fiscal 2010 to $24.32 at the close of the last trading day of fiscal 2011 to $24.69 at the close of the last trading day of fiscal 2012, an increase of 15.9%1.5%. When coupled with the effect of the dividend, the Company’s total shareholder return for fiscal 2012 was 5.4%. Since the beginning of the fiscal year ending February 1, 2014 (“fiscal 2013”), the Company’s share price has increased 47.1% to $36.31 as of May 2, 2013, outperforming the Standard & Poor’s 500 (the “S&P 500”) which rose 3.1%5.6% during the same time frame.

The Company missedachieved 92% of the targeted operating earnings related to the short-term incentive award for fiscal 2011 by 4%2012 and, as a result, the Compensation Committee and the Board authorized payment of 25% less thanonly 75% of the

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targeted award in accordance with the terms of the Supplemental Compensation Plan for eligible Named Executive Officers and 80% for all other bonus eligible employees. The Company missedachieved 92% of the targeted earnings per share related to the long-term incentive performance award for fiscal 2011 by 2%2012 and, as a result, the Compensation Committee and the Board authorized payment of 5% less thanonly 80% of the targeted award for Named Executive Officers. The achievement and targets are discussed in greater detail in the “Key Elements of Compensation” section below.

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The Company’sAt the beginning of fiscal 2012, the Named Executive Officers received between 88%were awarded the typical annual compensation package consisting of salaries, annual short-term incentive cash bonuses and 92%long-term incentives which consisted of time-vested restricted stock to be vested over three years, restricted stock with a one-year performance measure to be vested over three years and restricted stock with a three-year performance measure that vests to the extent earned at the end of the three years. The targeted portion of the compensation award to the Chief Executive Officer that could be earned based on the completion of fiscal 2011 targeted pay as a result2012 and the measurement of achieving 96% and 98%fiscal 2012 results was 86% of the targeted total compensation. The remaining 14% of the compensation awards will be measured after the completion of fiscal 2014. As indicated above, the Company achieved 92% of both the short-term incentive target and the long-term incentive results, respectively. The Compensation Committee andtarget for fiscal 2012. As a result, the Board believe this levelChief Executive Officer has so far earned only 76% of pay for performance against the targets is appropriate consideringtargeted total compensation (compared to the financial and strategic accomplishments, disciplined use of capital and total stockholder return (“TSR”) of 15.9% during fiscal 2011.86% that was possible).

The video game industry and the Company are in the late stages of the current cycle of video game hardware. This createshardware platforms. Since 2008, this has created a 38% cumulative decline in consumer demandthe U.S. market for existingphysical video game products and significant uncertainty for the Company as there ishad been little known about the next cycle of video game hardware platforms, including timing of introduction and the effect that possible features may have on the Company and its business. Despite these uncertainties and the decline in the video game category, since 2008, the Company has maintained strong earnings, grown free cash flow, eliminated $550 million in debt and returned over $1.2 billion in free cash flow to stockholders.stockholders in the form of buybacks and dividends. However, despite these many financial and strategic accomplishments in the past threefew fiscal years, our three-year TSR has remained disappointing. and five-year total stockholder returns remain disappointing due to the overriding uncertainty in the industry.

As a large portion of ourthe annual compensation to our Named Executive Officers continues to be tied to performance measures and as a significant portion of that compensation is in the form of stock options and restricted stock grants, we believe that the interests of our Named Executive Officers remain strongly aligned with those of our stockholders. Additionally, we believe our accomplishments in fiscal 20112012 and prior years have set the stage for achieving our long-term strategic and financial goals and delivering long-term stockholder value. However, despite this alignment of interests and our fiscal 2011 accomplishments, our future TSR may be negatively impacted until the uncertainty related toMore has become known about the timing and impact of the release of next-generation gaming platforms is reduced or eliminated.as Sony has released information about the late 2013 launch of the new PlayStation 4. As we enter a new console cycle, we believe we are poised to deliver improved performance by driving new console sales using the market share we have gained, the relationships we have built with console makers and publishers, the marketing programs we have built, the ability to market to the PowerUp Rewards membership and the continued growth of our digital and mobile businesses.

Recent Compensation Events

Reduction in Compensation for Executive Chairman

As part of the continued transition of management responsibilities to a new generation of leadership, the role of Daniel A. DeMatteo, our Executive Chairman, has been evolving since 2010.in the last several years. As Executive Chairman, Mr. DeMatteo will continuecontinues to coordinate the activities of the Company’s Board and beis involved on a daily basis in overseeing the strategic direction of the Company and in oversight of the Company’s Chief Executive Officer as he manages day-to-day operations. Mr. J. Paul Raines, the Company’s Chief Executive Officer, reports directly to Mr. DeMatteo; however, Mr. DeMatteo routinely meets with many members of management to discuss strategy, results of operations, issues and risks facing the Company and other day-to-day business matters.

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Due to the continued transitionevolution of Mr. DeMatteo’s role as Executive Chairman, the Compensation Committee made the decision to reducehas reduced the compensation package for Mr. DeMatteo.DeMatteo since 2011. The compensation package has beenwas reduced approximately $2.2 million, or 30%, from fiscal 2011 to fiscal 2012 to align Mr. DeMatteo’s compensation with compensation packages typical for the executive chairman role he occupies. The overall compensation package for fiscal 2012 for Mr. DeMatteo was set by the Compensation Committee after consideration of the pay packages for executive chairmen for the approximately 80 companies in the S&P 500 that havehad an executive chairman role. Mr. DeMatteo’s fiscal 20122013 total targeted compensation package of approximately $5.2$4.75 million was reduced approximately 9% from his total targeted compensation for fiscal 2012 and is approximately 73%67% of the fiscal 20122013 total targeted annual compensation package of approximately $7.1$7.2 million for Mr. Raines.

2012 Performance-Based Retention Grants

OverAt the next few years, GameStop faces severalbeginning of fiscal 2012, the Compensation Committee considered the multiple challenges which could impact the long-term success of the Company, including:

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In light of these challenges, the Compensation Committee created a special long-term award that would support retentionto recognize the importance of a highly talentedmaintaining and capable management team.improving the financial and operating performance of the business. At the same time, the Compensation Committee desired to create a program that also recognizessupports the importanceretention of maintaininga highly talented and improving the financial and operating performance of the business.capable management team. The Compensation Committee and the Board recognize the critical role played by Messrs. Raines, Bartel, Lloyd and LloydMauler in meeting the challenges described above. In recognition of these critical roles, the Compensation Committee approved a grant designed to retain Messrs. Raines, Bartel, Lloyd and Lloyd forMauler through the next three years.fiscal year ended January 31, 2015 (“fiscal 2014”). The value of the grant for each individual representsrepresented a multiple of three times their fiscal 2012 annual salary. The shares granted arewere subject to a performance target tied to 20% growth in net earnings for the fiscal year ended January 31, 2015 (“fiscal 2014”)2014 as measured against net earnings (excluding restructuring, impairment and debt retirement expenses) for fiscal 2011. The Compensation Committee selected net earnings as a performance measure because it believes it is an appropriate measure of long-term stockholder value creation. These awards vest in their entirety following measurement of the performance against the target following fiscal 2014 according to the following performance achievement scale:

In developing the targeted net earnings and the related performance achievement scale, the Compensation Committee sought to create an award that balanced the objectiveobjectives of retaining Messrs. Raines, Bartel and Lloyd for the next three years while also incentivizing long-term growth in net earnings.earnings and retaining Messrs. Raines, Bartel, Lloyd and Mauler for the three-year period. The targeted net earnings growth is tied to a very challenging but achievable three-year plan. The performance target was designed to be challenging while recognizing certain uncertainties including, but not limited to, the difficult global economic climate and the timing of the release of next-generation gaming platforms. To reduceachieve the windfall that could be created by

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desired objectives of the release of next-generation gaming platforms earlier than anticipatedgrant and to manage the total value delivered to the executives in the three-year plan,context of the total compensation program, the maximum award achievement was capped at 100%.

Response to Advisory Vote on Executive Compensation

A majority of the Company’s stockholders (79% of votes cast) approved the fiscal 2010 compensation for our Named Executive Officers at the 2011 annual meeting of stockholders in the first advisory vote on executive compensation and approved voting on executive compensation annually. A substantial majority of the Company’s stockholders (97% of votes cast) approved the fiscal 2011 compensation for our Named Executive Officers at the 2012 annual meeting of stockholders in the advisory vote on executive compensation. In recognition of the evolving market practices on executive compensation, the Compensation Committee continues to evaluate the Company’s executive compensation policies. This process considers the feedback we receive from stockholders and proxy advisory firms with respect to our compensation policies and practices. The following is a discussion of the primary feedback we received leading up to and following the 2011 annual stockholders’ meeting and our responses to that feedback.

Response – In connection with the transition of management responsibilities to a new generation of leadership, the Company currently employs an Executive Chairman, a Chief Executive Officer and a Chairman International. During fiscal 2010, each of these three named executives received salaries, targeted short-term incentive compensation and targeted long-term incentive compensation totaling $7.4 million, $7.0 million and $7.2 million, respectively. During fiscal 2011, the Executive Chairman and Chief Executive Officer received salaries, short-term incentive compensation and long-term incentive

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compensation totaling $7.4 million and $7.1 million, respectively, while the Chairman International, as per his employment agreement, received a salary of $600,000 and a restricted stock and cash bonus grant consistent with those awarded to non-employee members of our Board of Directors. For fiscal 2012, the Executive Chairman and Chief Executive Officer will continue to receive salaries, short-term incentive compensation and long-term incentive compensation, with the Executive Chairman’s compensation package reduced by 30% as described above. Targeted total fiscal 2012 pay packages for the Executive Chairman and Chief Executive Officer are $5.2 million and $7.1 million, respectively, while the employment agreement for the Chairman International states that he will continue to receive a salary of $600,000 and long-term incentives comparable to those awarded to non-employee members of the Board of Directors until the expiration of his employment agreement in March 2013. As a result of these changes, the pay of the Executive Chairman is more closely aligned with pay normally associated with his role.

Response – The primary purpose of the award of cash, as disclosed in previously filed proxy materials, was to preserve the pool of shares available under the Company’s 2001 Incentive Plan. Following the approval of the 2011 Incentive Plan by the Company’s stockholders at the 2011 annual meeting of stockholders, the Company had over nine million shares available for grant and the concern about preserving the pool of shares available for grant was eliminated. The awards of long-term incentives to the Named Executive Officers in February 2012 consisted entirely of restricted stock, thereby eliminating any cash awards.

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Response – In February 2012, the Compensation Committee awarded 50% of the long-term incentive award

In light of the strong support received from shareholders in 2012, the program was reviewed and the Compensation Committee responded to the following feedback:

General

The Company’s executive officer compensation program is administered by the Compensation Committee of the Board of Directors. The program is based upon the following guiding principles:

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The compensation program is designed to reward the executive officers for the dedication of their time, efforts, skills and business experience to the operations of the Company. The compensation program is designed to reward both annual and long-term performance. Annual performance is rewarded through salary and annual bonus and is measured by the Company’s operating earnings and growth, among other factors. Long-term performance is rewarded through restricted stock and through fiscal 2011, cash awards,stock options, some of which are subject to performance measures tied to earnings.

The Compensation Committee oversees risks associated with compensation policies and the retention and development of executive talent, including the development of policies that do not encourage excessive risk-taking by our executives. These policies include various factors to help mitigate risk, including fixed compensation components and variable components that include mitigating factors such as a consistent structure across all business units, generally involving consolidated income components; targeted award amounts that are not significant as a percentage of revenue; and holding periods orand claw-back provisions. The Compensation Committee and management also regularly review the Company’s compensation policies to determine effectiveness and to assess the risk they present to the Company. Based on this review, the Company has concluded that its compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company.

Role of Compensation Consultants and Market Benchmarking

The Compensation Committee believes that an independent compensation consultant can play an essential role in the process of providing an impartial evaluation of compensation programs and practices and such consultants can and should provide independent recommendations and points of view to assist the Compensation Committee in developing effective recommendations and evaluating the Company’s pay practices. Therefore, when appropriate, the Compensation Committee will utilize an independent compensation consultant who will report to and take direction from the Compensation Committee. The consultant’s research and viewpoints then provide one of several necessary data points that will be used to determine the Compensation Committee’s specific compensation recommendations to the Board of Directors.

Fiscal 20102011

In fiscal 2010 and fiscal 2011, the Compensation Committee engaged Pay Governance LLC (“Pay Governance”) to review the compensation programs in place for the Company’s executive officers. Pay Governance was engaged to perform the following on behalf of the Compensation Committee:

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Pay Governance was specifically engaged to complete the review of the executive compensation program for the Company’s Executive Chairman, Chief Executive Officer, President, Executive Vice President and Chief Financial Officer, and Executive Vice President of GameStop International.

Significant research and effort was devoted by Pay Governance to establishing the Company’s peer group for fiscal 2011. The peer group used to benchmark compensation was recommended by Pay Governance and established by the Compensation Committee from the population of all other specialty retailers in the S&P 500. The Compensation Committee established this peer group after consideration of each potential peer’s revenue size, number of stores, number of employees, international scope, retail square footage, market value and a number of related measures. One of the considerations of the Compensation Committee was the non-subjective nature of using all of the companies in the S&P 500 specialty retail group as opposed to selecting specific companies to form a peer group. The S&P 500 specialty retail peer group of companies, at the time of the fiscal 2010 assessment, included Abercrombie & Fitch, AutoNation, AutoZone, Bed Bath & Beyond, Best Buy, CarMax, Gap, Home Depot, Limited Brands, Lowes, O’Reilly Automotive, Office Depot, RadioShack, Ross Stores, Staples, Tiffany & Co., TJX Companies and Urban Outfitters.

In performing its assessment of the Company’s executive compensation packages versus those of the peer group, Pay Governance considered proxy data for fiscal 2010 for the peer group. Positions within the Company for each of the executives were matched to the peer group based upon title and survey data. Elements of compensation which were analyzed included base salary, annual incentive bonus, targeted total annual cash compensation, long-term incentives and total compensation (cash and long-term incentives). The key elements of compensation were analyzed against the peer group both independently and collectively in order to determine in which percentile of the peer group the Company’s executive officers fell. The purpose of this engagement was to determine whether the Company’s total compensation plan and allocation of compensation between base salary, annual bonus and long-term incentives (primarily stock-based) were reasonable considering the Company’s peers and to determine whether the elements of the Company’s compensation program which were based on performance measures were reasonable considering the Company’s peers.

Fiscal 2011

In fiscal 2011, the Compensation Committee reengaged Pay Governance to advise the Compensation Committee on executive compensation matters. In fiscal 2011, Pay Governance was engaged to perform the following on behalf of the Compensation Committee:

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For purposes of evaluating the fiscal 2012 compensation of our executive officers, the Compensation Committee believes, and Pay Governance concurs, that the S&P 500 specialty retail peer group continues to be a reasonable benchmark. Accordingly, no changes were made to the Company’s methodology for developing its peer group for purposes of evaluating executive compensation for fiscal 2012. Office Depot and RadioShack were removed from our peer group for purposes of evaluating executive compensation for fiscal 2012 because they were removed from the S&P 500 specialty retail group in 2011.

In performing its assessment of the Company’s executive compensation packages, versus those of the peer group, Pay Governance considered proxy data for fiscal 2011 for the peer group. Positions within the Company for each of the executives were matched to the peer group based upon titlecomprised of all the other specialty retailers in the S&P 500. The peer group used to analyze compensation in preparation for fiscal 2012 included Abercrombie & Fitch, AutoNation, AutoZone, Bed Bath & Beyond, Best Buy, CarMax, Gap, Home Depot, Limited Brands, Lowes, O’Reilly Automotive, Ross Stores, Staples, Tiffany & Co., TJX Companies and survey data. Urban Outfitters.

Elements of compensation which were analyzed included base salary, annual incentive bonus, targeted total annual cash compensation, long-term incentives and total compensation (cash and long-term incentives). The key elements of compensation were analyzed against the peer group both independently and collectively in order to determine in which percentile of the peer group the Company’s executive officers fell. The purpose of this engagement was to determine whether the Company’s total compensation plan and allocation of compensation between base salary, annual bonus and long-term incentives (primarily stock-based) were reasonable considering the Company’s peers and to determine whether the elements of the Company’s compensation program which were based on performance measures were reasonable considering the Company’s peers.

Cash compensation for each Named Executive Officer, consisting of base salary and annual bonus, and total compensation, including the value of long-term awards, were each targeted to rank between the 50^th and the 75^th percentile of the peer group based upon the assessment mentioned above.

Base salaries for the surveyed executives listed in the Summary Compensation Table, consisting of the positions of Chief Executive Officer, President and Executive Vice President and Chief Financial Officer, in fiscal 2011 averaged at the 38^th percentile of the peer group. Annual bonuses for the surveyed executive positions in fiscal 2011 averaged at the 67^th percentile for the peer group. Total annual cash compensation for the surveyed executive positions averaged at approximately the 53^rd percentile of the peer group. Average long-term incentive compensation excluding the special retention grant compared at the 61^st percentile of the peer group, and average total compensation excluding the special retention grant matched the 58^th percentile of the peer group.

The Compensation Committee made adjustments to the compensation, bonus and awards for fiscal 2012 for the surveyed positions in order to balance the individual elements of compensation, where possible, and bring the total compensation in line with the targets. The changes made by the Compensation Committee to fiscal 2012 compensation for the surveyed positions were to increase the base salary of Tony D. Bartel, President, by 4% to $806,000 in recognition of additional responsibilities Mr. Bartel assumed for fiscal 2012 and to increase the base salary of Robert A. Lloyd, Executive Vice President and Chief Financial Officer, by 9.1% to $600,000 in recognition of additional responsibilities Mr. Lloyd assumed for fiscal 2012. Mr. Bartel assumed responsibility for the U.S. stores and for distribution in addition to his regular duties. Mr. Lloyd assumed responsibility for information technology in addition to his regular duties. The Compensation Committee also made adjustments to the compensation, bonus and awards for fiscal 2012 for the Executive Chairman position in recognition of the continued evolution of the role. The base salary of Daniel A. DeMatteo, Executive Chairman, was decreased by 28% to $900,000 and his long-term incentive grant was decreased 31.3% to a value of $2,500,000.

In light of the challenges facing the Company as detailed previously, the Compensation Committee created a special long-term award that would support retentionto recognize the importance of a highly talentedmaintaining and capable management team.improving the financial and operating performance of the business. At the same time, the Compensation Committee desired to create a program that also recognizessupports the importanceretention of maintaininga highly talented and improving the financial and operating performance of the business.capable management team. The Compensation Committee and the Board recognize the critical role played by Messrs. Raines, Bartel, Lloyd and LloydMauler in meeting the

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challenges described above. In recognition of these critical roles, the Compensation Committee approved a grant designed to retain Messrs. Raines, Bartel, Lloyd and LloydMauler for the next three years.a three-year period. The value of the grant for each individual represents a multiple of three times their 2012 annual salary. The shares granted are subject to a performance target tied to 20% growth in net earnings in fiscal 2014 as measured against net earnings (excluding restructuring, impairment and debt retirement expenses) for fiscal 2011. These awards vest in their entirety following measurement of the performance against the target following fiscal 2014, including partial vesting for achievement of specified percentages of the target. Including these awards, the average long-term incentive compensation compared at the 83^rd percentile of the peer group, and average total compensation matched the 85^th percentile of the peer group.

Following these changes to fiscal 2012 compensation, base salaries for the surveyed executive positions averaged at the 40^th percentile of the peer group. Annual bonuses for the surveyed executive positions targeted for fiscal 2012 averaged at the 72^nd percentile for the peer group. Total targeted annual cash compensation for the surveyed executive positions averaged at approximately the 55^th percentile of the peer group. Average long-term incentive compensation excluding the special retention grant compared at the 61^st percentile of the peer group, and average total compensation excluding the special retention grant matched the 59^th percentile of the peer group. Average long-term incentive compensation including the special retention grant compared at the 83^rd percentile of the peer group, and average total compensation including the special retention grant matched the 85^th percentile of the peer group. Although some of the compensation components fall outside of the targeted range, the Compensation Committee considers the compensation to be reasonable based on the length of service each executive has in their position, opportunity for growth and other factors. Excluding the special retention grant, none of the Named Executive Officers had total compensation in excess of the 74^th percentile of the comparable position within the peer group.

Research by Pay Governance indicatesindicated that executive compensation tied to performance measures makesmade up approximately 55% to 65% of the total executive compensation package within the peer group. Prior to fiscal 2010, the Company historically had 33% or less of executive compensation tied to performance measures. For fiscal 2011, both management and the Compensation Committee sought to increase the percentage of overall compensation tied to performance to better align compensation with the interests of stockholders. Accordingly, the Compensation Committee targeted that between 50% to 67% of each of the Company’s Named Executive Officer’s total compensation shouldto be tied to performance measures. Following the changes made by the Compensation Committee for fiscal 2012, excluding the special retention grant, 50% of the total compensation package for Messrs. Bartel and Lloyd, 57% of Mr. Raines’ total compensation package and 59% of Mr. DeMatteo’s total compensation package arewere tied to performance measures. Including the special retention grant, following the changes made by the Compensation Committee for fiscal 2012, 69% of the total compensation package for Messrs. Bartel and Lloyd, 70% of Mr. Raines’ and Mr. Mauler’s total compensation package and 59% of Mr. DeMatteo’s total compensation package arewere tied to performance measures.

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Fiscal 2012

In fiscal 2012, the Compensation Committee engaged ClearBridge Compensation Group, LLC (“ClearBridge”) to advise the Compensation Committee on executive compensation matters. The Compensation Committee received a letter from ClearBridge regarding its independence and assessed the independence of ClearBridge under NYSE rules and applicable regulations and concluded that ClearBridge’s work for the Compensation Committee does not raise any conflict of interest.

In fiscal 2012, ClearBridge was engaged to perform the following on behalf of the Compensation Committee:

Significant research and effort was devoted by ClearBridge to establish the Company’s peer group for fiscal 2012 in response to feedback that was received following the 2012 annual stockholders’ meeting. The peer group used to benchmark compensation was recommended by ClearBridge and established by the Compensation Committee. The peer group is comprised of specialty retailers, excluding auto retailers, which are generally 50% to 200% of GameStop’s revenue and 20% to 500% of GameStop’s market capitalization. The specific companies at the time of the fiscal 2012 assessment included Abercrombie & Fitch, Advance Auto Parts, AutoZone, Barnes & Noble, Bed Bath & Beyond, Dick’s Sporting Goods, Foot Locker, Gap, Limited Brands, Office Depot, OfficeMax, O’Reilly Automotive, PetSmart, Ross Stores and Tiffany & Co.

In performing its assessment of the Company’s executive compensation program versus those of the peer group, ClearBridge considered proxy data for the peer group. Elements of compensation which were analyzed included base salary, annual bonus, target total annual cash compensation, long-term incentives and total compensation (cash and long-term incentives). The purpose of this engagement was to determine whether the Company’s total compensation program and allocation of compensation between base salary, annual bonus and long-term incentives (primarily stock based) were reasonable considering the Company’s peers and to determine whether the elements of the Company’s compensation program which were based on performance measures were reasonable considering the Company’s peers.

The Compensation Committee uses benchmark data as an input, among other factors considered (e.g., individual performance and potential, job responsibilities, historical compensation levels, etc.), when setting compensation levels for the Named Executive Officers. While the Committee uses the median of the peer group as a reference point, it does not target a specific percentile positioning for the Named Executive Officers.

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The changes made by the Compensation Committee to fiscal 2013 compensation for the Named Executive Officers were to increase the base salaries of J. Paul Raines, Chief Executive Officer, and Tony D. Bartel, President, by 3% and to increase the base salaries of Robert A Lloyd, Executive Vice President and Chief Financial Officer, and Michael K. Mauler, Executive Vice President of GameStop International, by 6%. In setting the base salaries of these executive officers for fiscal 2013, the Compensation Committee considered, among other things, the recommendations received from ClearBridge following its research, the results of the benchmarking against the peer group, the Company’s growth and continued expansion into digital and mobile businesses in fiscal 2012, projections for fiscal 2013 and the responsibilities of each executitve officer. The Compensation Committee also made adjustments to the compensation for fiscal 2013 for the Executive Chairman in recognition of the continued evolution of the role. As a result, the target annual bonus of Daniel A. DeMatteo, Executive Chairman, was decreased from 200% of salary to 150% of salary.

The Compensation Committee targeted between 50% to 67% of each of the Company’s Named Executive Officer’s total compensation to be tied to performance measures. Following the changes made by the Compensation Committee for fiscal 2013, and excluding the special performance-based retention grant that was made in fiscal 2012 that is intended to cover three years, the portions of the targeted total compensation for fiscal 2013 for Messrs. DeMatteo, Raines, Bartel, Lloyd and Mauler that are attributable to performance-based measures are 55%, 57%, 50%, 50% and 50%, respectively. This is in line with the Committee’s targeted range and the Committee believes that it is generally in line with peer practices.

Key Elements of Compensation

TheIn 2010, the Company has entered into employment agreements with its Executive Chairman, Chief Executive Officer, Executive Chairman, President, Executive Vice President and Chief Financial Officer and Executive Vice President of GameStop International. These employment contracts cover the key elements of the Company’s executive compensation package, which consist of base salary, annual bonus and stock options or restricted stock, and cover severance and termination benefits. The Company also has an employment agreement with its Chairman International. These employment agreements and the Company’s policies with respect to each of the key elements of its executive compensation package are discussed below. In addition, while the elements of compensation described below are considered separately, the Compensation Committee also considers and reviews the full compensation package afforded by the Company to its executive officers, including insurance and other benefits. The Compensation Committee makes its determinations after receiving and considering the recommendations of the Company’s Executive Chairman and Chief Executive Officer and after considering recommendations and research of the independent compensation consultant when such research has been performed. The Compensation Committee makes recommendations to the Board of Directors, which ultimately approves the executive compensation package for each year.

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Base Salaries

A Named Executive Officer’s base salary is determined by evaluating the responsibilities of the position held, the individual’s experience and the competitive marketplace for executive talent. The base salary is intended to be competitive with base salaries paid to executive officers with comparable qualifications, experience and responsibilities at other companies of comparable size, growth and operations.

Fiscal 2011 Salaries

The Compensation Committee met on February 1, 2011 to establish the base salaries for fiscal 2011 for Messrs. DeMatteo, Raines, Bartel and Lloyd. In setting the base salaries of these executive officers for fiscal 2011, the Compensation Committee considered the recommendations received from Pay Governance following its research, the results of the benchmarking against the peer group, the Company’s growth and significant expansion into digital businesses in fiscal 2010 and projections for fiscal 2011. The Compensation Committee also considered the recommendations of Mr. DeMatteo in setting the base salaries for Messrs. Raines, Bartel and Lloyd. The base salary for Mr. Fontaine was set at $600,000 according to the terms of his employment agreement.

The Board of Directors set salaries for fiscal 2011 for the Named Executive Officers as follows: