GameSquare (GAME) Proxy filing summary

Executive summary

• Special meeting set for October 22, 2026, by virtual webcast; stockholders will vote on the asset-transaction share issuance, a new incentive plan and possible adjournment.

• The September 8 Contribution Agreement provides for transfer of substantially all FanEngine business assets to a wholly owned subsidiary, for shares equal to 30% of post-issuance shares and potential earnout shares up to 10%, plus up to $50 million in cash earnouts.

• Closing requires stockholder approval of the issuance; the board obtained no independent third-party valuation, leaving no independent expert assurance on whether the consideration is financially fair.

Voting matters and shareholder proposals

• The board unanimously recommends FOR all three proposals; votes are due by 12:00 p.m. Central Time on October 20, 2026, and the record date is September 21, 2026.

• Issuance approval is sought under Nasdaq Rule 5635(a) because initial and potential earnout shares exceed 20% of pre-transaction shares; each proposal requires a majority of shares present and entitled to vote.

• Abstentions count against each proposal; broker non-votes have no effect. The adjournment proposal would permit further proxy solicitation if votes or a quorum are insufficient.

• Stockholder proposals for the 2027 annual meeting under Rule 14a-8 must be received by January 12, 2027.

Board of directors and corporate governance

• At transaction closing, two individuals designated by two Designated Holders are to be appointed to the board, subject to applicable qualification, independence and regulatory requirements.

• A quorum requires one-third of outstanding voting shares; as of the September 21 record date, 13,064,322 shares were outstanding and 4,354,774 shares were required for a quorum.