--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-26-029590" form_type: "8-K" ticker: "GAME" cik: "0001714562" company_name: "GameSquare Holdings, Inc." filed_at: "2026-06-22T20:23:48+00:00" generated_at: "2026-06-22T20:25:21.027623+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # GameSquare holders approve charter amendment, increase authorized shares to 500M; preferred converted ## Summary - Stockholders approved all four proposals at June 18 annual meeting, including charter restatement. - Authorized common shares increased from 100M to 500M; supermajority voting eliminated. - Series A-1 Preferred converted into 1,000 common shares each; Series A-2 into 1 common each. - Board declassification begins at 2027 annual meeting; directors may be removed with or without cause after declassification. - CEO Justin Kenna cited streamlined corporate structure for faster decision-making and strategic growth. ## SEC filing metadata - accession: 0001493152-26-029590 - form_type: 8-K - ticker: GAME - cik: 0001714562 - company_name: GameSquare Holdings, Inc. - filed_at: 2026-06-22T20:23:48+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 1.01, 3.03, 5.03, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1714562/000149315226029590/0001493152-26-029590-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1714562/000149315226029590/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-26-029590 - JSON: https://secwatch.observer/filing/0001493152-26-029590.json - Plain text: https://secwatch.observer/filing/0001493152-26-029590.txt ## Key facts - Governance Changes GameSquare Holdings, Inc.: Amendment and restatement of certificate of incorporation to eliminate supermajority voting requirements, increase authorized shares from 100,000,000 to 500,000,000, declassify board of directors beginning with the 2027 Annual Meeting of Stockholders, change removal standard for directors to with or (effective 2026-06-22). - Change: charter amendment - Effective: 2026-06-22 source text: Upon completion of the Merger, the certificate of incorporation of the Company was amended and restated to read in its entirety as set forth in the First Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference (the “First Amended and Restated Certificate of Incorporation”). The Company’s bylaws will remain the bylaws of the surviving corporation. The First Amended and Restated Certificate of Incorporation amends and restates the Company’s prior certificate of incorporation to, among other things: (i) eliminate the supermajority voting requirements for amendments to specified charter provisions; (ii) increase the number of authorized shares of the Company’s common stock from 100,000,000 shares to 500,000,000 shares; (iii) declassify the board of directors beginning with the 2027 Annual Meeting of Stockholders; (iv) change the removal standard for directors elected after the board of direc evidence_url: https://www.sec.gov/Archives/edgar/data/1714562/000149315226029590/0001493152-26-029590-index.htm - Material Agreements GameSquare Holdings, Inc. entered into Agreement and Plan of Merger with GameSquare Merger Sub 3, Inc. (effective 2026-06-18). - Action: entry - Agreement: merger - Counterparty: GameSquare Merger Sub 3, Inc. - Effective: 2026-06-18 source text: On June 18, 2026, GameSquare Holdings, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GameSquare Merger Sub 3, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub 3”). evidence_url: https://www.sec.gov/Archives/edgar/data/1714562/000149315226029590/0001493152-26-029590-index.htm - Shareholder Votes GameSquare Holdings, Inc. shareholders approved 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, 2026 at the 2026-06-18 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-18 source text: 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, 2026 Votes For Votes Against Abstentions Broker Non-Votes 66,478,785 1,355,712 1,009,090 1 evidence_url: https://www.sec.gov/Archives/edgar/data/1714562/000149315226029590/0001493152-26-029590-index.htm - Shareholder Votes GameSquare Holdings, Inc. shareholders approved Election of Class II Members to Board of Directors at the 2026-06-18 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-18 source text: Proposal 1 – Election of Class II Members to Board of Directors Nominee Votes For Votes Withheld Broker Non-Votes Justin Kenna 57,745,275 580,414 2,612,952 Stuart Porter 57,986,037 310,140 2,612,952 evidence_url: https://www.sec.gov/Archives/edgar/data/1714562/000149315226029590/0001493152-26-029590-index.htm - Shareholder Votes GameSquare Holdings, Inc. shareholders approved Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers at the 2026-06-18 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-18 source text: 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 60,567,323 5,069,123 594,190 2,612,952 evidence_url: https://www.sec.gov/Archives/edgar/data/1714562/000149315226029590/0001493152-26-029590-index.htm - Shareholder Votes GameSquare Holdings, Inc. shareholders approved Approval of a merger agreement with the Company’s wholly owned subsidiary for the purpose of restating the Certificate of Incorporation to, among other things, eliminate supermajority voting requirements to amend the Certificate of Incorporation, increase the number of authorized shares, declassify at the 2026-06-18 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-06-18 source text: Proposal 4 – Approval of a merger agreement with the Company’s wholly owned subsidiary for the purpose of restating the Certificate of Incorporation to, among other things, eliminate supermajority voting requirements to amend the Certificate of Incorporation, increase the number of authorized shares, declassify the Board of Directors, and implement other non-material specified changes Votes For Votes Against Abstentions Broker Non-Votes 60,160,608 5,738,056 331,972 2,612,952 evidence_url: https://www.sec.gov/Archives/edgar/data/1714562/000149315226029590/0001493152-26-029590-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.