--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-24-008319" form_type: "8-K" ticker: "GAME" cik: "0001714562" company_name: "GameSquare Holdings, Inc." filed_at: "2024-02-29T23:59:59+00:00" generated_at: "2026-06-05T06:59:19.898818+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # GameSquare stockholders approve merger with FaZe; closing imminent ## Summary - Merger Proposal approved: 6,589,884 for, 69,905 against at Feb 27 special meeting. - Omnibus Plan and Inducement Awards also approved; 6,335,147 and 6,579,626 for respectively. - Continuance from BC to Delaware approved (6,638,176 for); PIPE Financing and Control Person proposals passed. - Company anticipates merger close shortly, subject to remaining customary conditions. - Press release confirms stockholder vote in favor of FaZe Holdings acquisition. ## SEC filing metadata - accession: 0001493152-24-008319 - form_type: 8-K - ticker: GAME - cik: 0001714562 - company_name: GameSquare Holdings, Inc. - filed_at: 2024-02-29T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 5.07, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1714562/000149315224008319/0001493152-24-008319-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1714562/000149315224008319/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-24-008319 - JSON: https://secwatch.observer/filing/0001493152-24-008319.json - Plain text: https://secwatch.observer/filing/0001493152-24-008319.txt ## Key facts - Shareholder Votes GameSquare Holdings, Inc. shareholders approved Proposal 7 – PIPE Financing Proposal The Company’s stockholders approved, in accordance with Nasdaq Rule 5635(d), the issuance of more than 20% of the outstanding shares of the Company’s common stock at a discount to its affiliates (the “PIPE Financing Proposal”), as set forth below. at the 2024-02-27 meeting. - Outcome: passed - Meeting: 2024-02-27 source text: Proposal 7 – PIPE Financing Proposal The Company’s stockholders approved, in accordance with Nasdaq Rule 5635(d), the issuance of more than 20% of the outstanding shares of the Company’s common stock at a discount to its affiliates (the “PIPE Financing Proposal”), as set forth below. For Against Abstain Broker Non-Votes 6,543,706 117,372 - - evidence_url: https://www.sec.gov/Archives/edgar/data/1714562/000149315224008319/0001493152-24-008319-index.htm - Shareholder Votes GameSquare Holdings, Inc. shareholders approved Proposal 4 – Continuance Proposal The Company’s stockholders approved the continuance of the Company from the laws of the province of British Columbia to the laws of the state of Delaware (the “Continuance Proposal”), as set forth below. at the 2024-02-27 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-02-27 source text: Proposal 4 – Continuance Proposal The Company’s stockholders approved the continuance of the Company from the laws of the province of British Columbia to the laws of the state of Delaware (the “Continuance Proposal”), as set forth below. For 1 Against 1 Abstain 1 Broker Non-Votes 1 6,638,176 21,613 - - evidence_url: https://www.sec.gov/Archives/edgar/data/1714562/000149315224008319/0001493152-24-008319-index.htm - Shareholder Votes GameSquare Holdings, Inc. shareholders approved Proposal 5 – Merger-Related Compensation Proposal The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (the “Merger-Related Compensati at the 2024-02-27 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-02-27 source text: Proposal 5 – Merger-Related Compensation Proposal The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (the “Merger-Related Compensation Proposal”), as set forth below. For 1 Against 1 Abstain 1 Broker Non-Votes 1 6,275,760 384,029 - - evidence_url: https://www.sec.gov/Archives/edgar/data/1714562/000149315224008319/0001493152-24-008319-index.htm - Shareholder Votes GameSquare Holdings, Inc. shareholders approved Proposal 8 – Control Person Proposal The Company’s stockholders approved the potential creation of new “Control Persons” of the Company within the meaning of the applicable policies of the TSX Venture Exchange (the “Control Person Proposal”), as set forth below. at the 2024-02-27 meeting. - Outcome: passed - Meeting: 2024-02-27 source text: Proposal 8 – Control Person Proposal The Company’s stockholders approved the potential creation of new “Control Persons” of the Company within the meaning of the applicable policies of the TSX Venture Exchange (the “Control Person Proposal”), as set forth below. For Against Abstain Broker Non-Votes 6,619,952 41,126 - - evidence_url: https://www.sec.gov/Archives/edgar/data/1714562/000149315224008319/0001493152-24-008319-index.htm - Shareholder Votes GameSquare Holdings, Inc. shareholders approved Proposal 1 – Merger Proposal The Company’s stockholders approved and adopted the Agreement and Plan of Merger, dated as of October 19, 2023 (the “Merger Agreement”), by and among GameSquare Merger Sub I, Inc., FaZe Holdings, Inc. (“FaZe”), and the Company, and the consummation of the transactions co at the 2024-02-27 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2024-02-27 source text: Proposal 1 – Merger Proposal The Company’s stockholders approved and adopted the Agreement and Plan of Merger, dated as of October 19, 2023 (the “Merger Agreement”), by and among GameSquare Merger Sub I, Inc., FaZe Holdings, Inc. (“FaZe”), and the Company, and the consummation of the transactions contemplated by the Merger Agreement (the “Merger”), including the issuance of shares of the Company’s common stock common forming the consideration to be issued to securityholders of FaZe (the “Merger Proposal”), as set forth below. For 1 Against 1 Abstain 1 Broker Non-Votes 1 6,589,884 69,905 - - evidence_url: https://www.sec.gov/Archives/edgar/data/1714562/000149315224008319/0001493152-24-008319-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.