GameSquare Holdings, Inc. (GAME) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders -- Stockholders of GameSquare Holdings, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Lou Schwartz, the President and Chairman of the Board of Directors of GameSquare Holdings, Inc. The floor is yours.

Good morning. I'm Lou Schwartz, President and Chairman of the Board of Directors of GameSquare Holdings, Inc., and on behalf of the company, I welcome you to our 2024 Annual Meeting of Stockholders. This meeting is now formally called to order. Now I'll ask Justin Kenna, the company's Chief Executive Officer and a member of the Board of Directors to chair the remainder of this meeting.

Thank you, Lou. I'd like to welcome everyone to the GameSquare Holdings, Inc., 2024 Annual Meeting. During this meeting, shareholders participating online are welcome to submit questions through the virtual meeting platform by clicking on the Q&A tab, typing your question and clicking submit. Questions pertinent to meeting matters will be answered after the proposals for today's meeting have been presented. Please limit your remarks to the items of business before us. The general order of business today will be to confirm proper notice was given for this meeting and that a quorum is present to transact business. We then will accept the motions to be considered and receive a report about the voting results. Michael Munoz, the company's Chief Financial Officer, will present the notice of this meeting and report as to its mailing.

I have received an affidavit of mailing, duly signed and sworn by Computershare Investor Services, Inc., indicating that the notice of the Annual Meeting of Stockholders along with the company's proxy statement, form of proxy card and 2023 annual report to stockholders were mailed on or made available on or about February 19, 2025, to each stockholder of record as of February 10, 2025. This Annual Meeting of Stockholders is being held for the purposes set forth in the notice of the Annual Meeting of Stockholders. The final report of the voting results from the meeting will be set forth in the Form 8-K filed with the Securities and Exchange Commission by March 18, 2025.

Thank you, Mike. The notice of this meeting and the affidavit of the mailing of the notice of this meeting, any other proxy materials are hereby made part of the minutes of this meeting. Mike, please report on the attendance at this meeting.

There were 32,660,995 shares of the company's common stock outstanding on February 10, 2025, and entitled to vote at this meeting. I have been advised by our inspector of election that there is a majority of such shares of the company's common stock outstanding represented in person or by proxy at this meeting, constituting a quorum.

Thank you. Notice of the meeting has been given. There is a quorum of the common stock present, and therefore, this meeting is lawfully convened and ready to transact business. The first item of business is the election of 8 directors for terms to expire at the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The Board's nominees for directors are Justin Kenna, Lou Schwartz, Stuart Porter, Thomas Walker, Travis Goff, Jeremi Gorman, Paul Hamilton and Nick Lewin. The nominations are closed since no other nominations have been received in accordance with the company's bylaws. The second item of business is the ratification of the appointment of Kreston GTA as independent registered public accounting firm to audit the company's financial statements for the fiscal year ending December 31, 2024. The third item of business is the approval by advisory vote of the compensation of the company's named executive officers as disclosed in the proxy statement. The fourth item of business is the approval by advisory vote of the frequency of advisory votes on the compensation of the company's named executive officers annually. The fifth item of business is the approval of 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 amount equal to 20% of the company's total shares of common stock outstanding.

I hereby declare the polls open. You may vote your shares during the meeting online through the virtual meeting platform. You will need the 15-digit control number included on your proxy card or your 4-letter invite code in order to vote on the virtual meeting platform. I now declare the polls closed.

Mr. Munoz and I hold proxies representing a plurality of the shares present in person or by proxy, authorizing us to vote these shares for the election of Mr. Kenna, Mr. Schwartz, Mr. Porter, Mr. Walker, Mr. Goff, Mr. Gorman, Mr. Hamilton and Mr. Lewin, and we hold proxies representing a majority of shares for voting on proposal 3, 4 and 5 and for the ratification of proposal 2, and we have voted these shares accordingly. I therefore declare that each director nominee has been elected to serve as a director of the company until the 2025 Annual Meeting of Stockholders until their successes are duly elected and qualified. Proposal 2 is ratified. And proposal 3 and 4 are approved, and proposal 5 is not approved. On behalf of your Board of Directors, I would like to thank you for the support of GameSquare Holdings, Inc., and for coming to our meeting today. Since is the items on the agenda have been completed, I declare the meeting adjourned.

This concludes the meeting. You may now disconnect.