The holders of Class A Common Stock are entitled to one vote per share on all matters to be voted on by stockholders. Holders of Class A Common Stock will share in any dividend declared by the Board of Directors. In the event of our liquidation, dissolution or winding up, all holders of common stock are entitled to share ratably in any assets available for distribution to holders of shares of common stock.

Share Repurchase Activity. On March 4, 2019, our Board of Directors approved a new share repurchase authorization allowing our management to repurchase up to $300.0 million of our Class A Common Stock with no expiration date.

On June 11, 2019, we commenced a modified Dutch auction tender offer for up to 12.0 million shares of our Class A common stock with a price range between $5.20 and $6.00 per share. The tender offer expired on July 10, 2019. Through the tender offer, we accepted for payment 12.0 million shares at a purchase price of $5.20 per share for a total of $62.9 million, including fees and commissions. The shares purchased through the tender offer were immediately retired.

In addition to the equity tender offer described above, during the second half of fiscal 2019, we executed a series of open market repurchases for an aggregate of 26.1 million shares of our Class A common stock totaling $135.8 million, including fees and commissions. These repurchased shares were immediately retired.

In aggregate, during fiscal 2019, we repurchased a total of 38.1 million shares of our Class A common stock, totaling $198.7 million, including fees and commissions, for an average price of $5.19 per share. We did not repurchase shares during fiscal 2018 or fiscal 2017. As of February 1, 2020, we had $101.3 million remaining under the repurchase authorization.

Share repurchases are generally recorded as a reduction to additional paid-in capital; however, in the event that share repurchases would cause additional paid-in capital to be reduced below zero, any excess is recorded as a reduction to retained earnings.

Dividends. We paid $0.38, $1.52 and $1.52 per share in dividends in fiscal 2019, 2018 and 2017, respectively. On June 3, 2019, our Board of Directors elected to eliminate the Company’s quarterly dividend, effective immediately.

In June 2019, the GameStop Corp. 2019 Incentive Plan (the “2019 Plan”) was adopted and replaced the Amended and Restated GameStop Corp. 2011 Incentive Plan (the “2011 Plan”). Our principal reason for implementing the 2019 Plan was to obtain stockholder approval of additional shares for future share-based awards. The 2019 Plan provides for the grant of equity awards to officers, employees, consultants, advisors and directors of the Company. Awards under the 2019 Plan may take the form of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other share-based awards, or any combination of the foregoing. The 2019 Plan allows for 6,500,000 shares of Company common stock, plus any shares subject to 2011 Plan awards that expire, are forfeited, canceled or terminated after the adoption of the 2019 Plan. No awards were granted under the 2011 Plan after the adoption of the 2019 Plan.

We record stock-based compensation expense in earnings based on the grant-date fair value of options granted. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. This valuation model requires the use of subjective assumptions, including expected option life and expected volatility. We use historical data to estimate the option life and the employee forfeiture rate, and use historical volatility when estimating the stock price volatility. There were no options granted during fiscal 2019, 2018 and 2017. As of February 1, 2020, outstanding and exercisable options had a range of exercise prices from $20.32 to $38.52, with a weighted-average remaining term of 2.55 years.

There were no options exercised during fiscal 2019 and 2018. There was no intrinsic value of both options exercisable and options outstanding as of February 1, 2020. The total intrinsic value of options exercised during fiscal 2017 was $0.1 million.

The fair value of each option was recognized as compensation expense on a straight-line basis between the grant date and the date the options become fully vested. There was no compensation expense during fiscal 2019 or fiscal 2018 related to options. During fiscal 2017, we included compensation expense relating to the grant of options in the amount of $0.1 million, in selling, general and administrative expenses. As of February 1, 2020, there was no unrecognized compensation expense related to our stock options.

The fair value of restricted stock awards is recognized as compensation expense on a straight-line basis between the grant date and the date the restricted stock awards become fully vested. We grant restricted stock awards to certain of our employees, officers and non-employee directors. We estimate the fair value of restricted stock awards on the grant date based on the quoted market price of our common stock.

Time-based restricted stock awards generally vest in equal annual installments over a three-year period on the anniversary of the date of issuance, subject to continued service to the Company, and subject further to accelerated vesting in the case of retirement eligibility and certain termination events.

Performance-based restricted stock awards generally vest as a lump sum on the third anniversary of the date of issuance. Restricted stock awards subject to performance measures may generally be earned in greater or lesser percentages if targets are exceeded or not achieved by specified amounts.



	Time-Based Restricted Stock Awards				Performance-Based Restricted Stock Awards
	Shares		Weighted- Average Grant Date Fair Value		Shares		Weighted- Average Grant Date Fair Value
Nonvested shares at February 2, 2019	807,028		$	18.30	287,307		$	20.33
Granted	2,398,748		$	8.05	1,199,042		$	7.95
Vested	(479,405	)	$	18.69	—		$	—
Forfeited	(663,960	)	$	10.62	(351,345	)	$	16.70
Nonvested shares at February 1, 2020	2,062,411		$	8.76	1,135,004		$	8.37

In fiscal 2018 and 2017, we granted 969,043 and 596,412 shares, respectively, of time-based restricted stock with weighted-average grant date fair values of $15.67 and $24.94, respectively. We also granted 257,667 and 287,670 shares, respectively, of performance-based restricted stock with weighted-average grant date fair values of $15.80 and $25.28, respectively.

During fiscal 2019, 2018 and 2017, we included compensation expense relating to the grants of restricted shares in the amounts of $8.9 million, $10.7 million and $25.5 million, respectively, in selling, general and administrative expenses in the accompanying consolidated statements of operations. As of February 1, 2020, there was $11.2 million of unrecognized compensation expense related to nonvested restricted shares that is expected to be recognized over a weighted-average period of 2.0 years.

The total income tax expense (benefit), inclusive of excess tax deficiencies, associated with stock-based compensation was $1.2 million, $4.1 million and $4.2 million for fiscal 2019, 2018 and 2017, respectively. The total fair value of restricted stock awards vested, as of their respective vesting dates, was $4.6 million, $16.2 million, and $12.5 million during fiscal 2019, 2018 and 2017.