Motorsport Games Inc.
For the period ended Mar 21, 2025. Filed Mar 21, 2025.
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Mar 21, 2025 · Filed Mar 21, 2025
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DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION**
**Washington, DC 20549
SCHEDULE 14A
(Rule14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(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):
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| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules14a-6(i)(1) and 0-11 |
2025 Annual MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, April 25, 2025
Dear Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Motorsport Games Inc., a Delaware corporation (the “Company”), to be held on April 25, 2025, at 11:00 a.m. local time, at the Company’s corporate headquarters, located at 5972 NE 4th Avenue, Miami, Florida 33137.
At the Annual Meeting, you will be asked:
| 1. | to elect two Class I directors of the Company to serve for a two-year term expiring in 2027 (Proposal No. 1); |
| 2. | to approve an amendment to the Amended and Restated Motorsport Games Inc. 2021 Equity Incentive Plan (the “Incentive Plan”) to increase the number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”) available for awards under the Incentive Plan by 200,000 shares (Proposal No. 2); |
| 3. | to ratify the selection of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025 (Proposal No. 3); |
| 4. | to approve the exercise of the warrants issued by the Company on July 29, 2024 to purchase up to an aggregate of 949,310 shares of Class A common stock under applicable rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”) (Proposal No. 4); |
| 5. | to approve a proposal to adjourn the Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal No. 4 (Proposal No. 5). |
A Proxy Statement describing these matters to be acted upon at the Annual Meeting is attached, along with the Notice of 2025 Annual Meeting, a copy of our Annual Report for the year ended December 31, 2024, and a proxy card or voting instruction form, as applicable. No other matters will be considered at the Annual Meeting.
i
YOUR VOTE IS IMPORTANT
On or about March 21, 2025, we will commence mailing the proxy materials, including the Proxy Statement. The close of business on March 11, 2025 has been fixed as the record date for the determination of stockholders of the Company entitled to notice of, and to vote at, the Annual Meeting. Only stockholders of record at the close of business on March 11, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.
The enclosed proxy card or voting instruction form, as applicable, will entitle you to vote your shares on the matters presented at the Annual Meeting, even if you are unable to attend in person. Please mark the proxy card to indicate your vote, date and sign the proxy card and return it in the enclosed envelope as soon as possible for receipt prior to the Annual Meeting, or follow the instructions in the accompanying proxy materials to vote via the internet. Regardless of the number of shares you own, please be sure you are represented at the Annual Meeting either by attending in person or by returning your proxy by mail or voting on the internet as soon as possible.
Our Board recommends that you vote “FOR” each of the nominees and “FOR” Proposal Nos. 2–5.
Our Board is deeply committed to the Company, its stockholders and enhancing stockholder value and we thank you for your ongoing support and continued interest in Motorsport Games.
Sincerely,
/s/ Stephen Hood
Stephen Hood Chief Executive Officer and President
Miami, Florida
March 21, 2025
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Notice of 2025 Annual Meeting of Stockholders
TO BE HELD ON FRIDAY, APRIL 25, 2025, AT 11:00 A.M.
LOCAL TIME
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Motorsport Games Inc., a Delaware corporation (the “Company”), will be held on Friday, April 25, 2025, at 11:00 a.m. local time, at the Company’s corporate headquarters, located at 5972 NE 4th Avenue, Miami, Florida 33137, to consider the following matters, as more fully described in the proxy statement accompanying this notice:
| 1. | to elect two Class I directors of the Company to serve for a two-year term expiring in 2027 (Proposal No. 1); |
| 2. | to approve an amendment to the Amended and Restated Motorsport Games Inc. 2021 Equity Incentive Plan (the “Incentive Plan”) to increase the number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”) available for awards under the Incentive Plan by 200,000 shares (Proposal No. 2); |
| 3. | to ratify the selection of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025 (Proposal No. 3); |
| 4. | to approve the exercise of the warrants issued by the Company on July 29, 2024 to purchase up to an aggregate of 949,310 shares of Class A common stock, under applicable rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”) (Proposal No. 4); |
| 5. | to approve a proposal to adjourn the Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal No. 4 (Proposal No. 5). |
Stockholders of record at the close of business on March 11, 2025 are entitled to notice of and to vote at our Annual Meeting and any adjournment or postponement thereof. All stockholders are cordially invited to attend the Annual Meeting in person.
On or about March 21, 2025, we will commence mailing this proxy statement, along with a copy of our Annual Report for the year ended December 31, 2024, and a proxy card or voting instruction form, as applicable. This Notice of Annual Meeting of Stockholders, the proxy statement, our annual report, and the form of proxy card are available atwww.proxyvote.com.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FRIDAY, APRIL 25, 2025
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY USING THE INTERNET, OR BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED WITH THE PROXY MATERIALS. IF YOU DO NOT RECEIVE THE PROXY MATERIALS IN PRINTED FORM AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY card and the annual report), AND SUCH MATERIALS WILL BE SENT TO YOU.
Our Board recommends that you vote “FOR” each of the nominees and “FOR” Proposal Nos. 2–5.
BY ORDER OF THE BOARD OF DIRECTORS
Sincerely,
/s/ Stephen Hood
Stephen Hood Chief Executive Officer and President
Miami, Florida
March 21, 2025
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Table of Contents
| Page | |
|---|---|
| General Information | 1 |
| Annual Meeting Admission | 2 |
| How To Vote | 2 |
| Questions and Answers About the Annual Meeting | 3 |
| Proposal No. 1 — Election of Directors | 8 |
| Information Regarding Our Directors and Executive Officers and Corporate Governance | 10 |
| Executive and Director Compensation | 15 |
| Certain Relationships and Related Transactions | 21 |
| Audit Committee Report | 23 |
| Proposal No. 2 — The Incentive Plan Increase Proposal | 24 |
| Proposal No. 3 — The Auditor Ratification Proposal | 30 |
| Proposal No. 4 — The Warrant Exercise Proposal | 32 |
| Proposal No. 5 — The Adjournment Proposal | 36 |
| Security Ownership of Certain Beneficial Owners and Management | 37 |
| Notice Regarding Delivery of Stockholder Documents (“Householding” Information) | 38 |
| Stockholder Proposals and Nominations For the 2026 Annual Meeting | 39 |
| Annex A—Form of Amendment to the Amended and Restated Motorsport Games Inc. 2021 Equity Incentive Plan | A-1 |
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****5972 NE 4th Avenue
Miami, Florida 33137
2025 Annual MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, APRIL 25, 2025
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.