GameSquare (GAME) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 18, 2026, and will be held virtually, allowing shareholders to vote and ask questions online.

• Four main proposals are up for vote: election of two directors, ratification of the auditor, advisory approval of executive compensation, and approval of a merger agreement to restate the Certificate of Incorporation.

• The Board recommends voting in favor of all proposals and outlines detailed voting procedures and deadlines.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class II directors (Justin Kenna and Stuart Porter) for three-year terms; if the merger is approved, future elections will be annual.

• Proposal 2: Ratify Kreston GTA as independent auditor for 2026.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Approve a merger with a subsidiary to restate the Certificate of Incorporation, eliminating supermajority voting, increasing authorized shares, and declassifying the Board.

• Shareholder proposals for the 2027 meeting must be submitted by January 12, 2027.

Board of directors and corporate governance

• The Board consists of six members, with a mix of industry, financial, and operational expertise.

• Most directors are independent, except the CEO/Chairman.

• Board committees include Audit, Compensation, and Nominating & Governance, all composed of independent directors.

• The Board supports diversity in skills, experience, and background, though no formal diversity policy exists.

• Directors attended at least 75% of meetings in 2025.