Motorsport Games (MSGM) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 25, 2025, at the company’s Miami headquarters, with voting on five key proposals, including director elections, equity plan amendments, auditor ratification, warrant exercise approval, and potential adjournment.

• Only stockholders of record as of March 11, 2025, are entitled to vote, with both Class A and Class B shares eligible; Class B shares carry ten votes per share.

• The board recommends voting in favor of all proposals and emphasizes its commitment to enhancing stockholder value.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class I directors (Andrew P. Jacobson and Navtej Singh Sunner) for a two-year term expiring in 2027.

• Proposal 2: Approve an amendment to the 2021 Equity Incentive Plan to increase available shares by 200,000.

• Proposal 3: Ratify Grassi & Co., CPAs, P.C. as the independent registered public accounting firm for 2025.

• Proposal 4: Approve the exercise of warrants issued on July 29, 2024, to purchase up to 949,310 shares of Class A common stock.

• Proposal 5: Approve adjournment of the meeting if more time is needed to solicit votes for Proposal 4.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• The board consists of three members, all independent under Nasdaq rules, with staggered two-year terms.

• John Delta serves as Chairman; Stephen Hood is CEO and President.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with written charters and composed entirely of independent directors.

• The board held 53 meetings in 2024, with all directors attending at least 75% of meetings.

• The company has a Code of Ethics and Insider Trading Policy applicable to all directors, officers, and employees.