GameSquare (GAME) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for March 12, 2025, and will be held virtually, allowing shareholders to vote and ask questions online.

• Shareholders will vote on the election of eight directors, ratification of the independent auditor, executive compensation, frequency of say-on-pay votes, and an amendment to the 2024 Stock Incentive Plan to add an evergreen formula.

• The board recommends voting in favor of all proposals, including the annual say-on-pay vote and the evergreen amendment.

• The record date for voting is February 10, 2025, with voting available by mail, phone, internet, or during the meeting.

Voting matters and shareholder proposals

• Proposals include electing eight directors, ratifying Kreston GTA as auditor, approving executive compensation, setting annual say-on-pay vote frequency, and amending the stock incentive plan with an evergreen formula.

• The board unanimously recommends voting for all proposals.

• Shareholders can submit proposals for the 2025 annual meeting by October 22, 2025.

Board of directors and corporate governance

• The board is led by a separate Chairman (Louis Schwartz) and CEO (Justin Kenna), with a majority of independent directors.

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

• Director nominations consider skills, experience, and diversity, though there is no formal diversity policy.

• Directors are subject to a Code of Ethics and an insider trading policy prohibiting hedging and short sales.