SEC Comment Letter for GameStop Corp. (GME) (CIK 0001326380) (GME) — Sep 21, 2011
GameStop Corp. (GME) (CIK 0001326380)
Date: Sept. 21, 2011 · CIK: 0001326380 · Accession: 0000000000-11-056171
AI Filing Summary & Sentiment
File numbers found in text: 001-32637
Referenced dates: August 1, 2011
Letter
September 21, 2011 Via E-Mail J. Paul Raines Chief Executive Officer GameStop Corp. 625 Westport Parkway Grapevine, Texas Re: GameStop Corp. Form 10-K for Fiscal Year Ended January 29, 2011 Filed March 30, 2011 Definitive Proxy Statement on Schedule 14A Filed May 16, 2011 File No. 001-32637
Dear Mr. Raines: We have reviewed your filing and have the following comments. You should comply with the comments in all future filings, as appl icable. Please confirm in writing that you will do so and also explain to us in sufficient detail for an understa nding of the disclosure how you intend to comply by providing us with your proposed revisions. Please respond to this letter within te n business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
After reviewing the information you provide in response to these comments, we may have additional comments. Definitive Proxy Statement on Schedule 14A
Long-term Incentive Awards, page 19
1. We note your response to comment five in our letter dated August 1, 2011. Please confirm to us that when discussing the res ponsibilities and contributions of each of your named executive officers, such discussion will be specific and reference actual achievements. A general statement similar to the one included in th e last paragraph of such response is insufficient.
J. Paul Raines GameStop Corp. September 21, 2011 Page 2
Cash Bonus Related to Vesting of Restricted Share Grants, page 20
2. We note your response to comment six in our letter dated August 1, 2011 and the discussion in Part 2 of such response that the bonus is granted based on performance in the prior fiscal year and for retention value to you. We also note the statement that the bonus is “earned and paid” over the vesting period. Please revise this subsection to address the retention aspect of such bonus. Please clarify, if correct, that a named executive officer “earns” such bonus by remaining employed with you through the vesting period and did not “earn” such bonus ba sed on his performance in the prior fiscal year. Currently, the disclosure implies that such bonus is based solely on performance in the prior fiscal year. For example, in “—2010 Grants,” you state that “[t]he Compensation Committee…granted…cash bonuse s for fiscal 2010 based on performance in fiscal 2009. We also note the statement in Part 3 of your response that the bonus is not based on performance. However, as noted in the quoted text above , you state that such bonus was based on performance in fiscal 2009. Please clarify, includ ing clarification on whether you intended to stat e that such bonus was not based on a named executive officer’s performance against a pre-established performance measure that was previously communicated to such named executive officer. For further guidance, please consider Question 119.02 in our Regula tion S-K Compliance and Disc losure Interpretations.
3. We note your response to comment six in our letter dated August 1, 2011 and the discussion in Part 4 of such response that you did not determine the value of each cash grant in consideration of the recipient’s cash needs to pay withholding taxes upon vesting. Please revise the di scussion in the third paragra ph on page 20 to provide the disclosure included in such response. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Please contact Charles Lee at (202) 5 51-3427 or me at (202) 551-3264 with any questions. Sincerely, /s/ Mara L. Ransom Mara L. Ransom Assistant Director cc: Robert A. Lloyd Troy W. Crawford
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September 21, 2011 Via E-Mail J. Paul Raines Chief Executive Officer GameStop Corp. 625 Westport Parkway Grapevine, Texas Re: GameStop Corp. Form 10-K for Fiscal Year Ended January 29, 2011 Filed March 30, 2011 Definitive Proxy Statement on Schedule 14A Filed May 16, 2011 File No. 001-32637 Dear Mr. Raines: We have reviewed your filing and have the following comments. You should comply with the comments in all future filings, as appl icable. Please confirm in writing that you will do so and also explain to us in sufficient detail for an understa nding of the disclosure how you intend to comply by providing us with your proposed revisions. Please respond to this letter within te n business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Definitive Proxy Statement on Schedule 14A Long-term Incentive Awards, page 19 1. We note your response to comment five in our letter dated August 1, 2011. Please confirm to us that when discussing the res ponsibilities and contributions of each of your named executive officers, such discussion will be specific and reference actual achievements. A general statement similar to the one included in th e last paragraph of such response is insufficient. J. Paul Raines GameStop Corp. September 21, 2011 Page 2 Cash Bonus Related to Vesting of Restricted Share Grants, page 20 2. We note your response to comment six in our letter dated August 1, 2011 and the discussion in Part 2 of such response that the bonus is granted based on performance in the prior fiscal year and for retention value to you. We also note the statement that the bonus is “earned and paid” over the vesting period. Please revise this subsection to address the retention aspect of such bonus. Please clarify, if correct, that a named executive officer “earns” such bonus by remaining employed with you through the vesting period and did not “earn” such bonus ba sed on his performance in the prior fiscal year. Currently, the disclosure implies that such bonus is based solely on performance in the prior fiscal year. For example, in “—2010 Grants,” you state that “[t]he Compensation Committee…granted…cash bonuse s for fiscal 2010 based on performance in fiscal 2009. We also note the statement in Part 3 of your response that the bonus is not based on performance. However, as noted in the quoted text above , you state that such bonus was based on performance in fiscal 2009. Please clarify, includ ing clarification on whether you intended to stat e that such bonus was not based on a named executive officer’s performance against a pre-established performance measure that was previously communicated to such named executive officer. For further guidance, please consider Question 119.02 in our Regula tion S-K Compliance and Disc losure Interpretations. 3. We note your response to comment six in our letter dated August 1, 2011 and the discussion in Part 4 of such response that you did not determine the value of each cash grant in consideration of the recipient’s cash needs to pay withholding taxes upon vesting. Please revise the di scussion in the third paragra ph on page 20 to provide the disclosure included in such response. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Please contact Charles Lee at (202) 5 51-3427 or me at (202) 551-3264 with any questions. Sincerely, /s/ Mara L. Ransom Mara L. Ransom Assistant Director cc: Robert A. Lloyd Troy W. Crawford