GameSquare (GAME) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 4, 2025, to be held virtually, with voting on key proposals including board elections, auditor ratification, executive compensation, and a merger agreement to restate the Certificate of Incorporation.

• Board recommends voting in favor of all proposals, including eliminating supermajority voting, increasing authorized shares, and declassifying the board.

• Record date for voting is August 6, 2025; voting can be done online, by phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Election of two Class I directors for three-year terms; if merger proposal passes, future elections will be annual for all directors.

• Ratification of Kreston GTA as independent auditor for fiscal 2025.

• Advisory vote on executive compensation (say-on-pay).

• Approval of a merger agreement to restate the Certificate of Incorporation, eliminating supermajority voting, increasing authorized shares to 500 million, and declassifying the board.

• Stockholder proposals for the 2026 meeting must be submitted by April 16, 2026.

Board of directors and corporate governance

• Board consists of eight members, with a mix of executive and independent directors; Nick Lewin will not stand for reelection.

• Board leadership is separated between CEO and Chairman roles.

• Committees include Audit, Compensation, and Nominating and Governance, all composed of independent directors.

• Board and committees met regularly in 2024, with all directors attending at least 75% of meetings.

• Code of Ethics and Insider Trading Policy in place; hedging and short sales by insiders are prohibited.