STOCK TITAN

GameSquare Holdings (GAME) wins stockholder approval for reverse split range up to 1-for-8

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

GameSquare Holdings, Inc. held a Special Meeting of Stockholders on August 13, 2026 to consider a reverse stock split and a potential adjournment of the meeting. As of the July 13, 2026 record date, there were 103,043,011 shares of common stock outstanding and entitled to vote, and 60,377,467 shares, or approximately 58.59%, were present in person or by proxy, constituting a quorum.

Stockholders approved an amendment authorizing the Board of Directors to implement a reverse stock split of the issued and outstanding common stock at a ratio between 1-for-2 and 1-for-8, with the exact ratio to be set by the Board. The proposal received 49,401,476 votes for, 10,935,417 against, and 40,574 abstentions. An Adjournment Proposal, which was not needed because the reverse split proposal already had sufficient support and quorum was met, was nevertheless voted on and received 51,113,590 votes for, 8,984,309 against, 279,565 abstentions, and 3 broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding at record date 103,043,011 shares Common stock outstanding and entitled to vote as of July 13, 2026 record date
Shares represented at meeting 60,377,467 shares Shares present in person or by proxy, approximately 58.59% of eligible shares
Reverse split approval votes for 49,401,476 Votes in favor of reverse stock split proposal
Reverse split approval votes against 10,935,417 Votes against reverse stock split proposal
Reverse split ratio range 1-for-2 to 1-for-8 Authorized range for reverse stock split of issued and outstanding common stock
Adjournment proposal votes for 51,113,590 Votes in favor of potential adjournment proposal
Quorum percentage 58.59% Portion of eligible shares present or represented by proxy at Special Meeting
reverse stock split financial
"to effect a reverse stock split of the Company’s issued and outstanding Common Stock"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
quorum regulatory
"60,377,467 shares of Common Stock ... were present ... constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Adjournment Proposal regulatory
"the Company also solicited proxies with respect to the adjournment of the Special Meeting"
An adjournment proposal is a formal request made at a shareholder or board meeting to pause the meeting and reconvene at a later date or time. It matters to investors because it postpones votes and decisions, giving parties extra time to gather information, solicit support, negotiate alternatives or introduce new options — like hitting pause on a group decision to wait for more facts, which can alter outcomes and market reactions.
broker non-votes financial
"the number of abstentions and broker non-votes with respect to each matter"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
record date regulatory
"As of July 13, 2026, the record date for the Special Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

FAQ

What did GameSquare (GAME) stockholders approve at the August 13, 2026 Special Meeting?

Stockholders approved authorizing the Board to implement a reverse stock split of common stock within a 1-for-2 to 1-for-8 range. The exact ratio will be determined later by the Board of Directors.

How many GameSquare (GAME) shares were entitled to vote and formed a quorum?

As of July 13, 2026, there were 103,043,011 common shares entitled to vote. At the meeting, 60,377,467 shares, or about 58.59%, were present in person or by proxy, constituting a quorum.

What were the voting results for GameSquare (GAME) reverse stock split proposal?

The reverse stock split proposal received 49,401,476 votes for, 10,935,417 against, and 40,574 abstentions, with no broker non-votes. This outcome authorized the Board to set a final split ratio between 1-for-2 and 1-for-8.

What is the approved reverse stock split range for GameSquare (GAME)?

Stockholders authorized a reverse stock split in a range from 1-for-2 to 1-for-8 of issued and outstanding common stock. The Board may choose the exact ratio within this range and implement it through a charter amendment.

Was the adjournment proposal for the GameSquare (GAME) Special Meeting needed?

The adjournment proposal was not necessary because sufficient votes and quorum already existed to approve the reverse split. It was still voted on, receiving 51,113,590 for, 8,984,309 against, 279,565 abstentions, and 3 broker non-votes.

What percentage of eligible GameSquare (GAME) shares voted at the Special Meeting?

Approximately 58.59% of eligible common shares participated, with 60,377,467 of 103,043,011 shares present or represented by proxy. This participation level was sufficient to establish a quorum for conducting business.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 13, 2026

 

GameSquare Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39389   99-1946435

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

6775 Cowboys Way, Ste. 1335

Frisco, Texas, USA

  75034
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (216) 464-6400

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value per share   GAME   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On August 13, 2026, GameSquare Holdings, Inc. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”). The following is a brief description of the matters voted upon at the Special Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. A more complete description of the matters is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on July 15, 2026 (as supplemented, the “Proxy Statement”).

 

As of July 13, 2026, the record date for the Special Meeting, there were 103,043,011 shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of 60,377,467 shares of Common Stock, or approximately 58.59% of the eligible shares, were present in person or represented by proxy at the Special Meeting, constituting a quorum.

 

Proposal No. 1 – Reverse Stock Split Proposal

 

The Company’s stockholders approved an amendment to the Company’s First Amended and Restated Certificate of Incorporation, as amended, and to authorize the Company’s Board of Directors (the “Board”), to effect a reverse stock split of the Company’s issued and outstanding Common Stock within a range from 1-for-2 to 1-for-8, with the exact ratio of the reverse stock split to be determined by the Board (the “Reverse Stock Split Proposal”). The final voting results were as follows:

 

For   Against   Abstain   Broker Non-Votes 
 49,401,476    10,935,417    40,574     

 

Proposal No. 2 – Adjournment Proposal

 

In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting, if necessary, for the purpose of soliciting additional proxies if there were insufficient votes at the Special Meeting to approve the Reverse Stock Split Proposal or to establish quorum for the Special Meeting (the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to constitute a quorum and to approve the Reverse Stock Split Proposal, the Adjournment Proposal was unnecessary, but such proposal was still submitted to the stockholders for approval at the Special Meeting. The final voting results were as follows:

 

For   Against   Abstain   Broker Non-Votes 
 51,113,590    8,984,309    279,565    3 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  GAMESQUARE HOLDINGS, INC.
  (Registrant)
     
Date: August 14, 2026 By: /s/ Justin Kenna
  Name: Justin Kenna
  Title: Chief Executive Officer, President and Director

 

 

 

 

Filing Exhibits & Attachments

3 documents