GameSquare (GAME) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 22, 2026, to vote on three key proposals: issuance of new shares for an acquisition, approval of a new stock incentive plan, and potential adjournment to solicit more proxies.

• The board unanimously recommends voting in favor of all proposals, emphasizing their importance for strategic growth and talent retention.

• Only shareholders of record as of September 21, 2026, are eligible to vote, with multiple voting methods available.

Voting matters and shareholder proposals

• Proposal 1 seeks approval to issue shares exceeding 20% of outstanding stock for the acquisition of FanEngine assets, including earnout provisions.

• Proposal 2 requests approval of the 2026 Stock Incentive Plan, replacing the 2024 plan, to maintain competitive equity compensation.

• Proposal 3 allows adjournment of the meeting if more time is needed to secure votes or establish a quorum.

• Board recommends voting “FOR” all proposals; abstentions count as votes against, broker non-votes have no effect.

Board of directors and corporate governance

• Two new directors designated by the acquired company’s stakeholders will join the board upon closing of the acquisition.

• Board and committees oversee compensation, risk, and compliance, with discretionary authority on executive pay and equity awards.