UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 16, 2006
----------------------------
(February 10, 2006)
----------------------------
GAMESTOP CORP.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-32637 20-2733559
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
625 Westport Parkway, Grapevine, Texas 76051
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(817) 424-2000
--------------------------------------------------------------------------------
Registrant's Telephone Number, Including Area Code
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On February 10, 2006, the Compensation Committee (the "Committee") of the
Board of Directors (the "Board") of GameStop Corp. (the "Company") determined
that the Company had attained the threshold performance goals with respect to
operating earnings (the "Operating Earnings Target") for the fiscal year ended
January 28, 2006 ("fiscal 2005") under the Company's Supplemental Compensation
Plan (the "Compensation Plan"). As a result of the Company achieving the
Operating Earnings Target, the Board approved the payment of cash bonuses to the
named executive officers set forth below:
Name and Position Fiscal 2005 Bonus
----------------- -----------------
R. Richard Fontaine, Chairman and Chief Executive Officer $910,000
Daniel A. DeMatteo, Vice Chairman and Chief Operating Officer $749,000
Merger Completion Bonus
On February 10, 2006, the Committee approved the payment of the following
bonuses as a result of the Company's successful completion of its combination
with Electronics Boutique Holdings Corp.:
Name and Position Bonus
----------------- -----
R. Richard Fontaine, Chairman and Chief Executive Officer $200,000
Daniel A. DeMatteo, Vice Chairman and Chief Operating Officer $200,000
David W. Carlson, Executive Vice President and
Chief Financial Officer $100,000
Fiscal 2006 Annual Salaries
On February 10, 2006, the Committee set the annual base compensation for
the fiscal year ending February 3, 2007 ("fiscal 2006") of R. Richard Fontaine,
Chairman and Chief Executive Officer, at $1,000,000, and Daniel A. DeMatteo,
Vice Chairman and Chief Operating Officer, at $800,000.
Fiscal 2006 Performance Bonus Criteria
On February 10, 2006, the Committee set the performance criteria under the
Compensation Plan for purposes of determining bonuses for fiscal 2006 to be paid
to R. Richard Fontaine, Chairman and Chief Executive Officer, and Daniel A.
DeMatteo, Vice Chairman and Chief Operating Officer.
The performance criteria are based on operating earnings with bonus payouts
based on a percentage of annual salary as set forth below. Bonuses may also be
earned in lesser percentages if targets are not achieved by specified amounts.
2
Maximum Annual
Bonus Payable
Annual Bonus as Percentage of
as Percentage Annual Salary if
of Annual Salary Target Exceeded
Name and Position if Target Achieved by Specified Amount
----------------------- ------------------ -------------------
R. Richard Fontaine 200% 250%
Chairman and Chief Executive
Officer
Daniel A. DeMatteo 200% 250%
Vice Chairman and Chief
Operating Officer
Grants Under the Company's Incentive Plan
On February 10, 2006, the Committee approved the following grants of
options or restricted shares under the Company's Incentive Plan to the Company's
executive officers and directors:
Name and Position Grant
----------------- -----
R. Richard Fontaine,
Chairman and Chief Executive Officer 60,000 Restricted Shares(1)
Daniel A. DeMatteo, Vice Chairman
and Chief Operating Officer 60,000 Restricted Shares(1)
Steven R. Morgan, President 120,000 Options(1)(2)
David W. Carlson, Executive Vice President and
Chief Financial Officer 30,000 Restricted Shares(1)
Ronald Freeman, Executive Vice President,
Distribution 21,000 Restricted Shares(1)
Robert A. Lloyd, Senior Vice President and
Chief Accounting Officer 18,000 Options(1)(2)
Each Non-Employee Member of the Board of Directors
(nine individuals) 9,600 Restricted Shares(1)
(1) Class A Common Stock, vesting in equal annual installments on February 10
of each of the years 2007 through 2009.
(2) $41.37 per share exercise price, expiring February 9, 2016.
Fiscal 2006 Board Fees
On February 10, 2006, the Board, upon the recommendation of the Committee,
approved the Board fees for fiscal 2006. The annual retainer to be received by
each non-employee member of the Board for fiscal 2006 was set at $50,000.
Item 8.01 Other Events.
Appointment of Jerome L. Davis to the Compensation Committee
On February 10, 2006, the Board, upon the recommendation of the Committee,
appointed Jerome L. Davis to serve as a member of the Committee.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GAMESTOP CORP.
Date: February 16, 2006 By: /s/ David W. Carlson
-----------------------------------
David W. Carlson
Executive Vice President and
Chief Financial Officer