Stockholders of Super League Enterprise (NASDAQ:SLE) approved a series of proposals at the company’s 2026 annual virtual meeting, including a potential issuance of up to 435.9 million common shares under agreements with Metaplanet and Evo, adoption of an amended corporate charter, and an expanded equity incentive plan.
Clayton Haynes, Super League’s chief financial officer, chaired the meeting and said proxies representing at least one-third of the outstanding shares entitled to vote had been received, establishing a quorum. Jack Kennedy of Disclosure Law Group served as inspector of elections.
Directors Reelected Through 2029
Stockholders reelected Ann Hand and Robert Kalutkiewicz as Class III directors. Both will serve until the company’s 2029 annual meeting of stockholders.
The company’s board members attending the virtual meeting included Matthew Edelman, Bant Breen, Marti Frucci, Kalutkiewicz and Hunter Williams. Jordan Ghaffari of WithumSmith+Brown PC, Super League’s independent audit firm, also attended.
Share Issuance and Charter Proposals Approved
According to Haynes’ report of preliminary voting results, stockholders approved a proposal intended to comply with Nasdaq Listing Rule 5635 that authorizes the issuance of up to 435,859,500 shares of common stock pursuant to the Metaplanet Subscription Agreement and the Evo Subscription Agreement.
Stockholders also approved the Fourth Amended and Restated Certificate of Incorporation, referred to during the meeting as the amended charter. The charter proposal was contingent on approval of the share-issuance proposal.
In advisory votes, stockholders approved specified changes between the company’s current certificate of incorporation and the amended charter. Those changes include:
- Changing the company’s name from Super League Enterprise, Inc. to Superplanet, Inc.
- Increasing authorized common shares to 1 billion from 750 million.
- Increasing authorized preferred shares to 100 million from 10 million.
- Providing that special stockholder meetings may be called only by the board, board chair or chief executive officer.
- Restricting stockholder action to annual or special meetings after Metaplanet and its affiliates no longer hold at least 50% of voting power.
- Providing that Section 203 of the Delaware General Corporation Law would not apply until that ownership threshold date.
- Establishing corporate-opportunity and competition waivers for Metaplanet, its affiliates and nonemployee Super League directors.
- Designating Delaware courts as the exclusive forum for certain litigation and U.S. federal district courts for Securities Act and federal securities-law claims.
- Declassifying the board so directors would serve a single class with terms expiring at the following annual meeting.
Equity Plan, Auditor and Adjournment Authority
Stockholders approved an amendment and restatement of the company’s 2025 Omnibus Equity Incentive Plan, also contingent on approval of the share-issuance proposal. The plan amendment increases the number of shares authorized under the plan by 6 million common shares and makes other changes described as consistent with governance practices or applicable law.
The company also received stockholder approval to ratify the appointment of WithumSmith+Brown PC as independent auditor for the fiscal year ending Dec. 31, 2026. Haynes noted that the audit committee or board may terminate the firm’s appointment without stockholder approval if it considers such a step necessary or appropriate.
Finally, stockholders approved a proposal allowing the company to adjourn the annual meeting, if necessary, to solicit additional proxies should votes be insufficient to approve proposals.
Haynes said the voting results announced during the meeting were preliminary. Super League expects to report the final tabulation in a Form 8-K filing with the Securities and Exchange Commission within four business days after the meeting’s adjournment.
About Super League Enterprise (NASDAQ:SLE)
Super League Enterprise Corp. (NASDAQ: SLE) is a digital entertainment and technology company that develops interactive experiences across popular online gaming and virtual-world platforms. The company helps brands, advertisers and entertainment properties engage audiences through games, immersive environments, social experiences and other forms of user-generated digital content.
Its services include the design and operation of branded experiences, virtual events, in-game and platform-based advertising, content production, and audience engagement programs.
