GameSquare Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 4, 2025, GameSquare Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (“Annual Meeting”). Prior to the Annual Meeting, the Company was unable to obtain a sufficient number of shares present in person or represented by proxy to constitute a quorum under its bylaws. The Company petitioned the Delaware Court of Chancery pursuant to Section 311(c) of the Delaware General Corporation Law (“DGCL”) seeking a judicial declaration of quorum. On December 3, 2025, the Court of Chancery issued an order (the “Order”) declaring that a quorum was present for the Annual Meeting pursuant to DGCL § 311(c) and ordering that the Annual Meeting take place on December 4, 2025.
As of the close of business on September 5, 2025, the record date for the Annual Meeting, there were 98,380,767 shares of Common Stock of the Company outstanding and entitled to vote. A total of 42,885,191 shares of Common Stock were represented in person or by proxy at the Annual Meeting, representing approximately 43.59% of the shares of common stock outstanding and entitled to vote at the Annual Meeting.
Only the two Class I director nominees were up for reelection and both were elected at the Annual Meeting. Nick Lewin was not renominated by the board of directors of the Company (“Board”) and, accordingly, departed the Board effective upon the conclusion of the Annual Meeting. Each of the remaining matters submitted to a vote of the Company’s stockholders, other than Proposal 4, received the requisite votes for approval. Proposal 4, the approval of the Merger Agreement, did not receive the requisite stockholder vote and therefore failed. The final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting are set forth below. The proposals are described in detail in the Company’s Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 7, 2025, as supplemented from time to time, including by the supplemental proxy materials on Schedule 14A filed by the Company with the SEC on November 4, 2025, which is incorporated herein by reference.
| (a) | Elected two Class I members to our Board of Directors, each to serve a three-year term 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, 2025 (Proposal 2). | |
| (c) | Approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers (Proposal 3); and | |
| (d) | Failed to approve a merger agreement with the Company’s wholly owned subsidiary for the purpose of restating the Certificate of Incorporation to, among other things, increase the number of authorized shares, eliminate supermajority voting requirements to amend the Certificate of Incorporation, declassify the Board of Directors, and implement other non-material specified changes (Proposal 4). |
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 | |||||||||
| Thomas Walker | 40,158,599 | 1,172,307 | 3 | |||||||||
| Travis Goff | 40,107,506 | 1,218,646 | 2 | |||||||||
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, 2025
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 40,459,157 | 2,039,509 | 385,077 | - |
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 | |||
| 37,207,803 | 4,347,126 | 1,328,814 | 3 |
Proposal 4 – Approval of a Merger Agreement with the Company’s Wholly Owned Subsidiary
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 37,594,936 | 5,055,441 | 233,367 | 2 |
Based on the approval of the stockholders, our Board of Directors has determined that it will hold an advisory vote on the compensation of our executive officers every year until the next required vote on the frequency of such an advisory vote.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GAMESQUARE HOLDINGS, INC. | ||
| (Registrant) | ||
| Date: December 5, 2025 | By: | /s/ Justin Kenna |
| Name: | Justin Kenna | |
| Title: | Chief Executive Officer and Director | |