GameSquare Holdings, Inc. (GAME): director Marco Baccanello elected to the board

Events in this filing

Item 5.02 as filed

Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Directors
In
accordance with the Contribution Agreement, the Board of Directors (the “Board”) of the Company approved an increase in the
size of the Board from six directors to eight directors and appointed Marco Baccanello and Benjamin Hugo to serve as members of the Board,
effective as of the Closing. Messrs. Baccanello and Hugo were each nominated to serve on the Board by the respective Designating Holder
(as defined in the Contribution Agreement) designated by the applicable Seller Securityholders pursuant to the Contribution Agreement.
As set forth in the Contribution Agreement, each Designating Holder shall have the right to designate one individual to be appointed
to the Board for so long as such Designating Holder owns 5% or more of the outstanding Common Stock. Each of Messrs. Baccanello and Hugo
shall serve on the Board until the Company’s 2027 annual meeting of stockholders or until his earlier death, resignation, removal,
or until such time that the applicable Designating Holder no longer has the right to designate such director pursuant to the terms and
conditions of the Contribution Agreement. The Board has not yet determined the committees of the Board to which Messrs. Baccanello and
Hugo will be appointed.
In
connection with their respective elections to the Board, the Company and each of Messrs. Baccanello and Hugo entered into the Company’s
standard form of indemnification agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Each
of Messrs. Baccanello and Hugo is a Seller Securityholder under the Contribution Agreement. As a result, at the Closing the Company issued
Messrs. Baccanello and Hugo 843,109 and
924,701 shares
of Common Stock, respectively, in accordance with the Contribution Agreement. Pursuant to the Contribution Agreement, Messrs. Baccanello
and Hugo may receive up to an additional 218,584 and 239,737 shares of Common Stock, respectively, upon the achievement of certain earnout
milestones. Messrs. Baccanello and Hugo may also receive Cash Earnout Amounts of up to $7.75 million and $8.5 million, respectively,
upon the achievement of certain milestones as set forth in the Contribution Agreement. Anonymous Labs Ltd. (“Anonymous Labs”),
in which Mr. Hugo holds an equity interest, is also Seller
Securityholder under the Contribution Agreement. In connection with the Closing, the Company issued 1,087,883 shares of Common Stock
to Anonymous Labs. Anonymous Labs may also receive (i) up to an additional 282,044 shares of Common Stock upon the achievement of certain
earnout milestones, and (ii) Cash Earnout Amounts of up to $10.0 million upon the achievement of certain milestones, in each case as
set forth in the Contribution Agreement. Other than as described above, neither of Messrs. Baccanello nor Hugo has a direct or indirect
material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There
are no family relationships between either of Messrs. Baccanello or Hugo and any director or executive officer of the Company.
2026
Stock Incentive Plan
As
described in Item 5.07 below, on October 22, 2026, at the Company’s Special Meeting of Stockholders (the “Special Meeting”),
the Company’s stockholders approved the GameSquare Holdings, Inc. 2026 Stock Incentive Plan (the “2026 Plan”), which
replaces the GameSquare Holdings, Inc. 2024 Stock Incentive Plan, as amended. The 2026 Plan was previously approved, subject to stockholder
approval, by the Board. The 2026 Plan became effective immediately upon stockholder approval at the Special Meeting.
A
summary of the material terms of the 2026 Plan is included in Proposal 2 of the Company’s Definitive Proxy Statement on Schedule
14A filed by the Company with the SEC on October 2, 2026 (the “Proxy Statement”), which summary is incorporated herein by
reference. The descriptions of the 2026 Plan contained herein and in the Proxy Statement do not purport to be complete and are subject
to, and qualified in their entirety by reference to, the full text of the 2026 Plan, a copy of which is filed as Exhibit 10.3 to this
Current Report on Form 8-K.