Motorsport Games (MSGM) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 17, 2026, with five key proposals for shareholder vote, including director elections, equity plan amendment, auditor ratification, warrant exercise approval, and potential adjournment.

• Only shareholders of record as of February 27, 2026, are entitled to vote, with voting available by mail, internet, or in person.

• The board recommends voting in favor of all proposals and nominees.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class II directors (John Delta and Guoquan (Paul) Huang) for two-year terms expiring in 2028.

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

• Proposal 3: Ratification of Grassi & Co., CPAs, P.C. as independent auditor for 2026.

• Proposal 4: Approval of exercise of warrants issued July 29, 2024, for up to 949,310 shares of Class A Common Stock.

• Proposal 5: Approval to adjourn the meeting if more time is needed to solicit votes for Proposal 4.

Board of directors and corporate governance

• The board is divided into two classes with staggered two-year terms; four members, all independent except the CEO.

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

• Committees include Audit, Compensation, and Nominating, all comprised of independent directors.

• The board held 30 meetings in 2025, with all directors attending at least 75% of meetings.

• A Code of Ethics and Insider Trading Policy are in place, with prohibitions on hedging and short sales.