GameSquare Holdings Inc

DEF 14A 1 formdef14a.htm

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION****

**Washington, D.C. 20549

SCHEDULE 14A

**Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Check the appropriate box:

GAMESQUARE HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

Name of Person(s) Filing Proxy Statement, if other than the Registrant

Payment of Filing Fee (Check the appropriate box):

**GAMESQUARE HOLDINGS INC.

6775 Cowboys Way, Ste. 1335

Frisco, Texas 75034

**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 12:00 p.m. Central Time on March 12, 2025

Dear GameSquare Holdings, Inc. Stockholder:

You are cordially invited to attend our 2024 annual meeting of stockholders (the “Annual Meeting”), which will be held on March 12, 2025 at 12:00 p.m. Central Time. The Annual Meeting will be conducted virtually via live webcast. You will be able to vote and submit your questions during the meeting by visiting https://meetnow.global/MGFQ7HJ. Please have your notice or proxy card in hand when you visit the website. During the Annual Meeting, stockholders will be asked to vote on the following proposals, as more fully described in the accompanying proxy statement:

1. To elect eight directors from the nominees named in the accompanying proxy statement to hold office until our 2025 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal;

2. To ratify the appointment of Kreston GTA as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

3. To approve, by a non-binding advisory vote, the compensation of our named executive officers;

4. To consider, by a non-binding advisory vote, the frequency of the advisory vote on the compensation of our named executive officers;

5. To approve 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 (the “Evergreen Amendment”); and

6. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our Board of Directors has fixed the close of business on February 10, 2025 as the record date for the Annual Meeting. Only stockholders of record on February 10, 2025 are entitled to notice of and to vote at the Annual Meeting. It is important that your shares are represented and voted at the Annual Meeting. For specific voting instructions, please refer to the information provided in the proxy statement, together with your proxy card or the voting instructions you received with the proxy statement.

Your vote must be received by 11:59 p.m. Central Time, on March 11, 2025. For specific voting instructions, please refer to the information provided in the proxy statement, together with your proxy card or the voting instructions you received with the proxy statement. This proxy statement is being mailed to stockholders on or about February 19, 2025.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting, we request that you submit your vote via the Internet, telephone or mail.

Thank you for your continued support of GameSquare Holdings, Inc.

By Order of the Board of Directors,

/s/ Justin Kenna

Justin Kenna

Chief Executive Officer and Director

Frisco, Texas

January 16, 2025

TABLE OF CONTENTS

**GAMESQUARE HOLDINGS, INC.

**PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 12:00 p.m. Central Time on March 12, 2025