GameSquare (NASDAQ:GAME) stockholders approved two key proposals at a special meeting held Oct. 22, including a share issuance tied to a contribution agreement and the company’s 2026 stock incentive plan.
Justin Kenna, GameSquare’s chief executive officer and president, said the company had received proper notice for the meeting and had a quorum to transact business. The meeting was conducted virtually, with stockholders able to submit questions and vote through the online platform.
Michael Munoz, GameSquare’s chief financial officer, reported that the company had 12,785,891 shares of common stock outstanding and eligible to vote as of the Sept. 21 record date. A total of 5,581,594 shares were represented at the meeting in person or by proxy, representing approximately 43.65% of eligible shares.
Stockholders Approve Share Issuance
The first approved proposal authorized the issuance of GameSquare common stock under a contribution agreement described in the company’s proxy statement. The approval was sought to comply with Nasdaq Listing Rule 5635(a), including for shares that may be issued under earn-out provisions of the agreement.
Kenna said the proposal involved an amount of shares exceeding 20% of the company’s common stock outstanding immediately before the closing of the transactions contemplated by the contribution agreement.
According to the preliminary vote report, a majority of shares present or represented by proxy and entitled to vote supported the proposal. The company did not provide a detailed vote tally during the meeting.
2026 Stock Incentive Plan Also Approved
Stockholders also approved the GameSquare Holdings Inc. 2026 Stock Incentive Plan. Like the share-issuance proposal, the plan received support from a majority of shares present or represented by proxy and entitled to vote, according to the preliminary voting report cited by Kenna.
The company’s proxy materials also included a third proposal that would have allowed the special meeting to be adjourned, if necessary or appropriate, to solicit additional proxies. However, Kenna said the proposal became moot because a quorum was present and both of the other proposals were approved.
- Proposal one: Approved the issuance of common stock under the contribution agreement, including potential earn-out shares, for Nasdaq compliance purposes.
- Proposal two: Approved the GameSquare Holdings Inc. 2026 Stock Incentive Plan.
- Proposal three: An adjournment proposal was not needed because the first two proposals passed.
Munoz said a final report of the voting results will be included in a Form 8-K filed with the Securities and Exchange Commission within four business days after GameSquare receives the final voting results from the meeting.
About GameSquare (NASDAQ:GAME)
GameSquare Holdings, Inc is a gaming and media company that connects brands with audiences across esports, gaming, entertainment and digital culture. The company provides marketing, advertising, content production, talent representation and experiential services designed to help businesses reach gaming and youth-oriented audiences.
GameSquare’s portfolio has included esports organizations, gaming talent and media properties such as FaZe Clan and Complexity Gaming. Its operations also include capabilities in esports and gaming management, branded content, influencer marketing, creative production and live experiences.
