GameStop 2005 Annual Report Download - page 62

Compensation of Directors
Directors who are not employees of our Company will receive compensation of $50,000 per annum and
$1,000 per in-person Board or Committee meeting. In September 2005, each of the directors at that time who were
not employees of our Company (Leonard Riggio, Michael N. Rosen, Stephanie M. Shern, Gerald R. Szczepanski
and Edward A. Volkwein) were granted 10,000 restricted shares of our Class A common stock and were granted
options to acquire 24,000 shares of our Class A common stock. Each grant of these restricted shares vests in equal
increments over a two-year period. Each of these options were granted at an exercise price equal to the market price
of the Class A common stock on the grant date ($35.88 per share) and each option vests in equal increments over a
three-year period and expires ten years from the grant date. In February 2006, each of the directors at that time who
were not employees of our Company (Jerome L. Davis, James J. Kim, Leonard Riggio, Michael N. Rosen,
Stephanie M. Shern, Stanley Steinberg, Gerald R. Szczepanski, Edward A. Volkwein and Lawrence S. Zilavy) were
granted 9,600 restricted shares of our Class A common stock. Each grant of these restricted shares vests in equal
increments over a three-year period. In addition, we reimburse our directors for expenses in connection with
attendance at board and committee meetings. Other than with respect to reimbursement of expenses, directors who
are our employees do not receive additional compensation for their services as directors.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee are Gerald R. Szczepanski (Chair), Jerome L. Davis and
Edward A. Volkwein, none of whom has ever been an employee of the Company. No member of the committee had
a relationship requiring disclosure in this Form 10-K under Item 404 of SEC Regulation S-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The following table sets forth the number of shares of our Class A common stock and our Class B common
stock and exercisable options to purchase such stock beneficially owned on March 24, 2006 by each director and
each of the executive officers named in the Summary Compensation Table, each holder of 5% or more of our Class A
common stock or our Class B 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 Class A common stock
and Class B common stock outstanding as of March 24, 2006 was 43,307,633 and 29,901,662, respectively.
Name Shares % Shares %
%of
Total
Vote(2)
Class A Common
Stock(1)
Class B Common
Stock
Shares Beneficially Owned
FMR Corp., 82 Devonshire Street, Boston MA 02109 . . 5,750,042(3) 13.3 3,459,955(3) 11.6 11.8
Wellington Management Company, LLP, 75 State St.,
Boston, MA 02109 .......................... 2,870,821(3) 6.6 1,051,130(3) 3.5 3.9
Karsch Capital Management, LP, 110 East 59th Street,
22nd Floor, New York, NY 10022 ............... — — 1,553,448(3) 5.2 4.5
Kornitzer Capital Management Inc., 5420 W. 61st
Place, Shawnee Mission, KS 66205 .............. — — 1,522,660(3) 5.1 4.4
R. Richard Fontaine ........................... 927,100(4) 2.1 — — *
Daniel A. DeMatteo ........................... 927,000(4) 2.1 — — *
StevenR.Morgan............................. — — — — —
David W. Carlson ............................. 681,000(5) 1.5 — — *
Ronald Freeman .............................. 68,000(6) * — — *
Michael N. Rosen............................. 41,600(7) * 4,248(8) * *
Jerome L. Davis .............................. 10,245(9) * — — *
James J. Kim ................................ 9,125,550(10) 21.1 — — 2.7
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