SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 27, 2019
(Exact name of Registrant as specified in its charter)
(State or Other Jurisdiction
625 Westport Parkway, Grapevine, TX 76051
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
(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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Class A Common Stock
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 27, 2019, the Company and Daniel A. DeMatteo entered into a letter agreement that amends Mr. DeMatteo’s Executive Employment Agreement. The amendment provides that Mr. DeMatteo’s base annual salary is set at $300,000, effective September 15, 2019, and that his target annual bonus opportunity for 2019 will be equal to the weighted average between his prior target bonus opportunity (determined before this compensation change) and new target bonus opportunity (determined after this change).
The foregoing summary of the amendment is qualified in its entirety by reference to the letter agreement, which is attached to this Current Report as Exhibits 10.1 and which is incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
* Compensatory plan or arrangement.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 1, 2019
/s/ James A. Bell
Name: James A. Bell
Title: Executive Vice President and Chief Financial Officer
625 WESTPORT PKWY., GRAPEVINE, TX. 76051 P: 817 424 2000 F: 817 424 2002
September 20, 2019
Mr. Daniel A. DeMatteo
625 Westport Parkway
Grapevine, Texas 76051
RE: Amendment to Executive Employment Agreement
This letter agreement (this “Amendment”) amends the Executive Employment Agreement dated May 10, 2013, as amended March 1, 2018 and May 31, 2018 (the “Employment Agreement”) between you (“Executive”) and GameStop Corp. (the “Company”) as follows:
The reference to “$500,000” in Section 3(a) of the Employment Agreement is hereby changed to “$300,000,” effective September 15, 2019 (the “Effective Date”).
For the avoidance of doubt, your bonus opportunity for fiscal year 2019 will be determined as a weighted average of: (i) for the portion of fiscal year 2019 preceding the Effective Date, your target annual bonus opportunity as in effect prior to the Effective Date, and (ii) for the remaining portion of fiscal year 2019 commencing with the Effective Date, your target annual bonus opportunity as determined based on the new salary level described above.
Except as otherwise set forth in this Amendment, all of the terms and conditions of the Employment Agreement remain unchanged.
To confirm your agreement with the foregoing, please countersign this Amendment in the space below provided.
/s/ George Sherman
Chief Executive Officer
Agreed on September 27, 2019:
/s/ Daniel A. DeMatteo
Daniel A. DeMatteo