UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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| 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 | |