FaZe Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
FaZe Holdings Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) on February 16, 2024. As of January 11, 2024, the record date for the Special Meeting, there were 77,391,928 shares of common stock issued and outstanding, and entitled to vote at the Special Meeting, 60.9% of which were represented in person via live webcast or by proxy at the Special Meeting, constituting a quorum to conduct business.
At the Special Meeting, the Company’s stockholders voted on the following two proposals, each of which is described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on January 26, 2024, as follows:
Proposal 1: To adopt the Agreement and Plan of Merger dated as of October 19, 2023, as amended, among GameSquare Holdings, Inc., a British Columbia corporation (“GameSquare”), GameSquare Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of GameSquare, and the Company (which is referred to as the “Merger Agreement”):
| For | 43,029,234 | ||||
| Against | 4,061,296 | ||||
| Abstain | 53,083 |
Proposal 2: To adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement:
| For | 41,829,299 | ||||
| Against | 5,129,127 | ||||
| Abstain | 185,187 |
Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient shares voted at the Special Meeting to approve Proposal 1 with respect to the adoption of the Merger Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FAZE HOLDINGS INC. | |||
| Date: February 21, 2024 | By: | /s/ Christoph Pachler | |
| Name: | Christoph Pachler | ||
| Title: | Interim Chief Executive Officer | ||
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