Super League Gaming (SLGG) Proxy filing summary

Executive summary

• The annual meeting seeks approval for a transformative transaction involving the issuance of up to 435,859,500 shares of common stock, resulting in a change of control and a new majority stockholder, Metaplanet, which will own over 95% of the company post-transaction.

• The transaction brings a significant Bitcoin investment and cash, shifting the company’s strategy to a Bitcoin treasury model and rebranding as “Superplanet, Inc.”

• The board unanimously recommends all proposals, citing strategic, financial, and operational benefits, including access to capital markets, business diversification, and enhanced credibility.

• The transaction is subject to multiple closing conditions, including shareholder approval, regulatory filings, and execution of related agreements.

• The board considered both positive and negative factors, including dilution, loss of minority protections, and Bitcoin volatility.

Voting matters and shareholder proposals

• Shareholders will vote on re-electing two directors, approving the share issuance, amending the certificate of incorporation, increasing authorized shares, and changing the company name.

• Advisory proposals include limiting who can call special meetings, opting out of Section 203 of the DGCL, waiving corporate opportunity doctrine for Metaplanet, exclusive forum provisions, and declassifying the board.

• Approval is sought for an amended equity incentive plan, auditor ratification, and potential adjournment to solicit more proxies if needed.

• The board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Post-transaction, the board will expand to nine members: five designated by Metaplanet, three nominated by the company (subject to Metaplanet approval), and the CEO.

• At least three directors will be independent and qualified for the audit committee.

• Metaplanet will have ongoing rights to designate a majority of the board and the chair, as long as it holds Strategic Alliance Preferred Stock.

• The board will be declassified, with all directors serving one-year terms if the charter amendment is approved.