GameStop Reports Inducement Awards Under NYSE Rule 303A.08
April 15 2019 - 6:24PM
GameStop Corp. (NYSE: GME) announced the issuance today of
restricted stock awards to George Sherman, its new Chief Executive
Officer. Consistent with the disclosures contained in a Form
8-K filed with the SEC on March 21, 2019, these awards were issued
to induce Mr. Sherman to enter into employment with GameStop and
were issued outside of GameStop’s stockholder approved equity
incentive plan, in reliance on the inducement award exception
contained in NYSE Listing Rule 303A.08. GameStop is issuing
this press release pursuant to NYSE Listing Rule 303A.08.
The awards to Mr. Sherman consist of 587,249
shares of time-based restricted stock and 587,248 shares of
performance-based restricted stock. The 587,248 shares of
performance-based restricted stock represent the number of shares
that would be earned at target levels of performance (the “Target
Shares”). The actual number of shares that may be earned in
respect of the performance-based portion of the awards will vary
between 0 to 200% of the Target Shares, depending on actual
performance, with any above-target shares being issued at the time
that performance is determined.
The inducement awards were made outside of
GameStop’s Amended and Restated 2011 Incentive Plan, but have terms
generally consistent with the relevant terms of that plan.
The time-based portion of the awards will vest in three equal
annual installments, on the first, second and third anniversaries
of today (the “Grant Date”), subject to Mr. Sherman’s continuous
service with GameStop through the applicable vesting date.
The performance goals applicable to the performance-based
portion of the awards have not yet been determined. Those
goals will be established at the same time as, and will be
substantially the same as, the performance goals that will be
applicable to 2019 annual equity awards issued to GameStop’s other
named executive officers. To the extent earned, the
performance-based shares will vest on the third anniversary of the
Grant Date, subject to Mr. Sherman’s continuous service with
GameStop through that date. In each case, the awards are
subject to accelerated vesting upon certain termination events set
forth in Mr. Sherman’s Employment Agreement.
About GameStopGameStop Corp., a
Fortune 500 company headquartered in Grapevine, Texas, is a global,
multichannel video game and consumer electronics retailer. GameStop
operates over 5,800 stores across 14 countries. The company's
consumer product network also includes www.gamestop.com; Game
Informer® magazine, the world's leading print and digital video
game publication; and ThinkGeek, www.thinkgeek.com, the premier
retailer for the global geek community featuring exclusive and
unique video game and pop culture products, and Simply Mac, which
sells the full line of Apple products, including laptops, tablets,
and smartphones and offers Apple certified warranty and repair
services. General information about GameStop Corp. can be
obtained at the company’s corporate website. Follow @GameStop and
@GameStopCorp on Twitter and find GameStop on Facebook
at www.facebook.com/GameStop.
Contact
GameStop Corp. Investor Relations
(817) 424-2001
investorrelations@gamestop.com
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