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

Hello, and welcome to the Annual Meeting of Stockholders of GameSquare Holdings, Inc. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of the same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. [Operator Instructions] It is now my pleasure to turn today's meeting over to John Wilk, the Corporate Secretary of GameSquare Holdings, Inc. The floor is yours.

Good morning. I am John Wilk, the Corporate Secretary of GameSquare Holdings, Inc. And on behalf of the company, I would like to welcome you to our 2026 Annual Meeting of Stockholders. This meeting is now formally called to order, and I will chair the remainder of this 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 the 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 will then accept the motions to be considered and receive a report about the voting results. Mr. 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 2025 annual report to stockholders were mailed or made available on or about April 30, 2026, to each stockholder of record as of April 23, 2026. This Annual Meeting of Stockholders is being held for the purposes set forth in the notice of the Annual Meeting of Stockholders. A final report of the voting results from the meeting will be set forth in a Form 8-K filed with the Securities and Exchange Commission within 4 business days following the company's receipt of the final voting results from the meeting.

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

There were 93,470,215 shares of the company's common stock outstanding on April 23, 2026, and entitled to vote at this meeting and 5 million shares of the company's Series A2 preferred stock outstanding on April 23, 2026, that are entitled to cast 19,300,000 votes at this meeting. I have been advised by our inspector of election that there is at least 1/3 of such shares of the company's stock outstanding representing in person represented in person or by proxy at this meeting, constituting a quorum.

Thank you. Notice of the Meeting has begin there is a quorum, and therefore, this meeting is lawfully convened and ready to transact business. The first item of business is the election of 2 Class II members to our Board of Directors, each to serve a 3-year term and until their successors are duly elected and qualified, subject to earlier resignation or removal. The Board's nominees for Class II directors are Justin Kenna and Stuart Porter. 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 Creston GTA as independent registered public accounting firm to audit the company's financial statements for the fiscal year ending December 31, 2026. 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 next item of business is to approve the merger agreement with the company's wholly owned subsidiary for the purpose of restating the company's certificate of incorporation to, among other things, increase the number of authorized shares, eliminate supermajority voting requirements and to amend the certificate of incorporation, declassify the Board of Directors and implement other nonmaterial specified changes. This proposal requires the affirmative vote of the majority of the voting power of all outstanding shares of stock of the company. It is now 1:05 p.m. Central Time on Thursday, June 18, 2026, and the polls are now open with respect to proposals 1 through 4. 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 letter invite code in order to vote on the virtual meeting platform. [Voting]

Now that everyone has had the opportunity to vote on proposals 1 through 4, I now declare the polls closed with respect to proposals 1 through 4. Mr. Munoz, and I hold proxies representing a plurality of votes cast for Romanette I for the election of Mr. Kenna and Mr. Porter, and we hold proxies representing a majority in voting power of shares present for voting on Proposal 3 and for ratification of Proposal 2. And we hold proxies representing a majority of the voting power of all outstanding shares of stock of the company for voting on Proposal 4, and we have voted those shares accordingly. I therefore declare that each director nominee has been elected to serve as a director of the company until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified. However, upon approval of Proposal 4, the company's restated certificate of incorporation will become effective, which will eliminate the classified structure of the Board and provide that beginning with the 2027 Annual Meeting of Shareholders, all directors will be elected annually for 1-year terms. Next, Proposal 2 is ratified. And finally, Proposal 3 and 4 are approved. On behalf of GameSquare's Board of Directors, I would like to thank you for your support of GameSquare Holdings, Inc. and for attending our meeting today. I declare the meeting concluded.

This concludes the meeting. You may now disconnect.