Not independent
Tenure on this board
5.7 yrs
8 nominees · 4 ballot items.
Stockholders will vote on approval of the Nasdaq-compliance issuance of Common Stock under the FanEngine Contribution Agreement, approval of the 2026 Stock Incentive Plan, approval of a meeting adjournment to solicit additional proxies, and any other properly presented business.
Approve, for purposes of Nasdaq Listing Rule 5635(a), the issuance of Common Stock under the Contribution Agreement with FanEngine and the Seller Securityholders, including earnout shares, in an amount exceeding 20% of the Company’s pre-closing outstanding Common Stock.
Proposal 1 asks stockholders to authorize the issuance of GameSquare Common Stock required under the Contribution Agreement with FanEngine and the Seller Securityholders. The initial consideration would give the sellers shares equal to 30% of the Company’s post-issuance outstanding Common Stock, and additional earnout shares could represent up to 10% of outstanding shares if specified revenue milestones are achieved. Nasdaq Listing Rule 5635(a) requires stockholder approval because the contemplated issuance, including potential earnout shares, exceeds 20% of the Company’s pre-transaction share count and voting power. The transaction involves FanEngine contributing substantially all of its business assets, including contracts, intellectual property, records, claims and goodwill, to the Company’s wholly owned subsidiary. The Company will assume only specified liabilities, while FanEngine retains other liabilities. Closing is conditioned on stockholder approval and other customary conditions, and the Company must appoint two individuals designated by certain sellers to its board, subject to qualification and independence requirements. The Board did not obtain an independent valuation report, expressly noting that stockholders lack independent expert assurance that the consideration is financially fair or commensurate with the acquired assets. If approval is denied, GameSquare would be unable to issue securities above Nasdaq’s 20% limit and may be unable to consummate the transaction on its proposed terms. The Board unanimously recommends a vote FOR because approval is necessary to issue the transaction consideration and realize the transaction’s stated strategic benefits.
Approve the GameSquare Holdings, Inc. 2026 Stock Incentive Plan, which would replace the existing plan for future grants and reserve shares for equity awards to employees, directors, consultants and advisors.
Proposal 2 asks stockholders to approve the GameSquare Holdings, Inc. 2026 Stock Incentive Plan. The plan is intended to replace the 2024 Stock Incentive Plan for future grants, while previously granted awards under the existing and legacy plans would remain outstanding under their governing terms. The plan would permit awards to employees, officers, directors, consultants and advisors, including options, stock appreciation rights, restricted stock, restricted stock units and other stock- or cash-based awards. Its evergreen share reserve would equal 20% of the Company’s outstanding Common Stock as of the applicable determination date, subject to reductions for outstanding and previously issued awards and specified share-counting rules. The plan also includes a 1,500,000-share sublimit for incentive stock options and minimum vesting provisions, subject to stated exceptions. Management argues that the FanEngine transaction will significantly dilute existing equity holders and make the remaining 2024 Plan pool insufficient to retain and motivate key personnel. Approval is also tied to anticipated Promised Awards for executive officers and other employees, including contemplated awards to CEO Justin Kenna and CFO Michael Munoz. If either the issuance proposal or this plan proposal fails, those Promised Awards would have no effect, and the Company may need to rely more heavily on cash compensation. The Board unanimously recommends a vote FOR because it views equity compensation as essential to recruitment, retention, motivation and alignment with stockholder interests.
Approve adjournment of the Special Meeting, if necessary or appropriate, to permit additional proxy solicitation or establish a quorum, particularly if there are insufficient votes for the issuance or incentive plan proposals.
Proposal 3 asks stockholders to authorize the proxy holders to adjourn the Special Meeting to a later date or dates. The adjournment authority would be used if there are insufficient votes to approve the Issuance Proposal or Incentive Plan Proposal or if a quorum has not been established. Management states that additional time could be used to solicit proxies in favor of the transaction-related issuance and the new equity plan. Approval could permit the Company to postpone a vote even after receiving proxies representing a sufficient number of votes against another proposal. The proposal therefore functions as a procedural tool rather than an authorization of a separate transaction or compensation arrangement. All proposals at the meeting are non-routine under Nasdaq broker-voting rules, so brokers may not vote uninstructed shares on this matter. Approval requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on the proposal, with abstentions having the effect of votes against. Broker non-votes would have no effect, although they count toward the quorum. The Board unanimously recommends a vote FOR because adjournment could provide time to obtain additional support or establish the required quorum.
Transact any other business that may properly come before the Special Meeting or any adjournments or postponements.
Proposal 4 is a customary catch-all item covering other business that may properly come before the Special Meeting or any adjournment or postponement. The Company states that its Board does not intend to present additional matters and is not currently aware of any other matters that may properly be presented by others. If an additional matter is properly brought before the meeting, the proxy grants discretionary authority to Michael Munoz and John Wilk, the named proxies, to vote in accordance with their best judgment. Because no specific substantive matter is identified, stockholders cannot evaluate a defined transaction, governance action or compensation arrangement under this item. The provision is intended to preserve proxy flexibility for matters arising after the proxy materials are distributed or matters otherwise properly presented. It does not itself authorize the issuance of shares, adoption of the incentive plan or adjournment; those subjects are separately addressed in Proposals 1 through 3. No specific management recommendation of FOR or AGAINST is stated for this catch-all matter. The filing nevertheless asks stockholders to provide discretionary authority through their proxy. The item should therefore be understood as procedural and contingent rather than a standalone affirmative management initiative.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 27.01% | 3,504,610 | $1M |
| 2 | UBS Group AG | 22.43% | 2,910,065 | $1M |
| 3 | BlackRock, Inc. | 8.05% | 1,044,909 | $413K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 6.32% | 819,452 | $324K |
| 5 | JANE STREET GROUP, LLC | 4.74% | 614,736 | $243K |
| 6 | JANE STREET GROUP, LLC | 4.44% | 576,684 | $228K |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 4.23% | 548,400 | $217K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 4.18% | 542,344 | $214K |
| 9 | STATE STREET CORP | 3.76% | 488,212 | $193K |
| 10 | ROYAL BANK OF CANADA | 1.93% | 250,424 | $99K |
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