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    GameSquare Holdings Inc. filed SEC Form 8-K: Financial Statements and Exhibits

    3/14/25 4:00:09 PM ET
    $GAME
    Services-Misc. Amusement & Recreation
    Consumer Discretionary
    Get the next $GAME alert in real time by email
    false 0001714562 0001714562 2025-03-12 2025-03-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     

    Date of report (Date of earliest event reported): March 12, 2025

     

    GameSquare Holdings, Inc.

     

    (Exact Name of Registrant as Specified in Its Charter)

     

    Delaware   001-39389   99-1946435

    (State or other Jurisdiction

    of Incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    6775 Cowboys Way, Ste. 1335

    Frisco, Texas, USA

      75034
    (Address of Principal Executive Offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: (216) 464-6400

     

     

    (Former name or former address if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the follow provisions:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which
    Registered
    Common Stock, $0.0001 par value per share   GAME   The NASDAQ Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    Item 5.07 Submission of Matters to a Vote of Security Holders.

     

    The Company held its 2024 Annual Meeting on March 12, 2025. As of the close of business on February 10, 2025, the record date for the Annual Meeting, there were 37,693,228 shares of the Company’s common stock outstanding and entitled to vote. A total of 20,559,214 shares of Common Stock were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting. At the Annual Meeting, the Company’s stockholders:

     

      (a) Elected eight directors to serve on the Company’s board of directors until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal (Proposal 1);
         
      (b) Ratified the appointment of Kreston GTA as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2024 (Proposal 2).
         
      (c) Approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers (Proposal 3);
         
      (d) Approved, by a non-binding advisory basis, the frequency of the advisory vote on the compensation of our named executive officers (Proposal 4); and
         
      (e) Approved an amendment to the Company’s 2024 Stock Incentive Plan to incorporate an evergreen formula whereby the maximum number of securities issuable under the Company’s 2024 Stock Incentive Plan will readjust annually to an amount equal to 20% of the Company’s total shares of common stock outstanding (Proposal 5).

     

    For additional information on these proposals, please see the Proxy Statement. The voting results for each of these proposals are set forth below:

     

    Proposal 1 – Election of Board of Directors

     

    Nominee  Votes For   Votes Withheld   Broker Non-Votes 
    Justin Kenna   12,805,986    483,892    7,235,008 
                    
    Louis Schwartz   12,804,616    481,091    7,235,009 
                    
    Stuart Porter   12,757,970    515,262    7,235,008 
                    
    Thomas Walker   12,558,730    730,375    7,235,008 
                    
    Travis Goff   12,502,092    786,153    7,235,009 
                    
    Jermi Gorman   12,558,858    729,450    7,235,009 
                    
    Paul Hamilton   12,559,898    729,435    7,235,008 
                    
    Nick Lewin   12,560,409    729,566    7,235,008 
                    

     

    Proposal 2 – Ratification of the appointment of Kreston GTA as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2024

     

    Votes For   Votes Against   Abstentions   Broker Non-Votes  
    19,572,961   69,499   550,124   -  

     

     

     

     

    Proposal 3 – Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers

     

    Votes For   Votes Against   Abstentions   Broker Non-Votes  
    12,340,546   502,851   476,194   7,235,010  

     

    Proposal 4 – Approval, on a non-binding advisory basis, of the frequency of the advisory vote on the compensation of our named executive officers

     

    Votes For 1 Year   Votes For 2 Years   Votes For 3 Years   Abstentions   Broker Non-Votes  
    12,451,285   11,730   68,827   1,149,767   6,872,992  

     

    Proposal 5 – Approval of the amendment to the Company’s 2024 Stock Incentive Plan to incorporate an evergreen formula whereby the maximum number of securities issuable under the Company’s 2024 Stock Incentive Plan will readjust annually to an amount equal to 20% of the Company’s total shares of common stock outstanding

     

    Votes For   Votes Against   Abstentions   Broker Non-Votes  
    12,343,522   553,584   422,487   7,235,008  

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit Number   Description
    104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

     

     

     

     

    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.

     

      GAMESQUARE HOLDINGS, INC.
       
    Dated: March 14, 2025 By: /s/ Justin Kenna
      Name: Justin Kenna
      Title: Chief Executive Officer and Director

     

     

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