Golden Matrix Sets Virtual 2025 Annual Meeting, Board Elections on Tap

TL;DR

**MRDN's virtual annual meeting on November 6th is a must-attend for investors to weigh in on board composition and executive pay, directly impacting future strategic direction.**

AI Summary

Golden Matrix Group, Inc. (MRDN) is holding its 2025 Annual Meeting of Stockholders virtually on November 6, 2025, at 4:00 P.M. Eastern Standard time. Stockholders of record as of September 15, 2025, are eligible to vote. The company had 140,325,578 shares of common stock, 1,000 shares of Series B Voting Preferred Stock, and 1,000 shares of Series C Preferred Stock outstanding on the record date, totaling 155,325,578 eligible voting shares. Key proposals include the appointment of three directors (Anthony Brian Goodman, Thomas E. McChesney, and Murray G. Smith) by all voting shares, and two directors (William Scott and Sneana Boovi) specifically by Series C Preferred Stock holders. Additionally, stockholders will vote on an advisory basis for named executive officer compensation and the appointment of M&K CPAS, PLLC as the independent registered public accounting firm for fiscal year ending December 31, 2025. The company continues to utilize the Internet for proxy material distribution, sending a Notice of Internet Availability of Proxy Materials on or about September 22, 2025.

Why It Matters

This DEF 14A filing outlines Golden Matrix Group's upcoming annual meeting, which is crucial for investors as it details the election of five directors, including two nominated by Series C Preferred Stock holders, and an advisory vote on executive compensation. The appointment of M&K CPAS, PLLC as auditors for fiscal year 2025 is also on the agenda, impacting financial oversight. For employees and customers, stable governance and executive compensation practices can signal company health and strategic direction. In a competitive market, clear governance and accountability, as demonstrated through these votes, can influence investor confidence and the company's ability to attract and retain talent.

Risk Assessment

Risk Level: low — The filing primarily concerns a routine annual meeting for Golden Matrix Group, Inc., focusing on director elections, executive compensation advisory vote, and auditor ratification. There are no immediate red flags or significant changes in corporate structure or financial health indicated in this specific DEF 14A, which is typical for a proxy statement outlining standard governance matters.

Analyst Insight

Investors should review the full proxy statement, particularly the sections on director qualifications and executive compensation, available at www.iproxydirect.com/gmgi. Vote your shares by mail, Internet, or telephone before the November 6, 2025 meeting to ensure your voice is heard on key governance issues.

Financial Highlights

debt To Equity

N/A

revenue

$N/A

operating Margin

N/A%

total Assets

$N/A

total Debt

$N/A

net Income

$N/A

eps

$N/A

gross Margin

N/A%

cash Position

$N/A

revenue Growth

+N/A%

Executive Compensation

Key Numbers

• 140,325,578 — Common Stock Shares Outstanding (Eligible to vote at the Annual Meeting as of September 15, 2025)
• 1,000 — Series B Voting Preferred Stock Shares Outstanding (Each share votes 7,500 shares, eligible to vote at the Annual Meeting)
• 1,000 — Series C Preferred Stock Shares Outstanding (Each share votes 7,500 shares, with specific director appointment rights)
• 155,325,578 — Total Voting Shares Eligible (Sum of common, Series B, and Series C voting shares)
• 5 — Number of Directors to be Elected (Three Non-Series C Director Nominees and two Series C Preferred Nominees)
• 2025-11-06 — Annual Meeting Date (Date of the virtual 2025 Annual Meeting of Stockholders)
• 2025-09-15 — Record Date (Date for determining stockholders eligible to vote)
• 2025-09-22 — Proxy Materials Sent Date (Date Notice of Internet Availability of Proxy Materials was sent)

Key Players & Entities

• Golden Matrix Group, Inc. (company) — Registrant
• William Scott (person) — Chairman and Series C Preferred Nominee
• Anthony Brian Goodman (person) — Non-Series C Director Nominee and CEO
• Thomas E. McChesney (person) — Non-Series C Director Nominee
• Murray G. Smith (person) — Non-Series C Director Nominee
• Sneana Boovi (person) — Series C Preferred Nominee and Chief Operating Officer of Meridian Serbia
• M&K CPAS, PLLC (company) — Independent registered public accounting firm nominee
• Securities and Exchange Commission (regulator) — Regulatory body
• MeridianBet Group (company) — Acquired entity
• Weiting Cathy' Feng (person) — Company's Chief Operating Officer

FAQ

Risk Factors

• Involvement in Certain Legal Proceedings [medium — legal]: The filing indicates that involvement in certain legal proceedings is a topic covered. Specific details or the nature of these proceedings are not provided in the excerpt, but this is a standard disclosure area that can carry significant risk.
• Related Party Transactions [medium — financial]: The filing extensively details numerous related party transactions involving management, directors, and entities they control, such as Articulate Pty Ltd and Elray Resources Inc. These transactions, including accounts receivable and dividends paid to Meridian Sellers, can pose risks if not managed at arm's length and could lead to conflicts of interest.
• Debt and Financing Agreements [medium — financial]: The company has various debt instruments including a Deferred Cash Convertible Promissory Note and other Promissory Notes, with amendments to these agreements noted. The terms and potential impact of these financial obligations on the company's financial health are a key consideration.
• Controlled Company Status [low — regulatory]: The filing mentions 'Controlled Company Status,' implying that a significant portion of voting power may be held by a single entity or group. This status can affect corporate governance and regulatory compliance requirements.
• Day-to-Day Management Agreement [low — operational]: A 'Day-to-Day Management Agreement' is referenced, suggesting potential reliance on third-party management or specific operational arrangements that could introduce operational risks if not executed effectively.

Industry Context

Golden Matrix Group, Inc. operates in the online gaming and lottery sector. This industry is characterized by rapid technological advancements, evolving regulatory landscapes across different jurisdictions, and intense competition from both established players and emerging platforms. Trends include the increasing adoption of mobile gaming, the integration of new technologies like AI and blockchain, and a growing demand for responsible gaming initiatives.

Regulatory Implications

The company's operations are subject to various gaming and financial regulations in the jurisdictions where it operates. Compliance with these regulations, including those related to licensing, anti-money laundering, and data privacy, is critical. Changes in regulatory frameworks or enforcement actions could significantly impact the company's business and financial performance.

What Investors Should Do

1. Review Director Nominee Qualifications
2. Evaluate Advisory Vote on Executive Compensation
3. Confirm Auditor Appointment
4. Understand Related Party Transactions

Key Dates

• 2025-11-06: 2025 Annual Meeting of Stockholders — Key decisions regarding director appointments and advisory votes on executive compensation and auditor ratification will be made.
• 2025-09-15: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-09-22: Notice of Internet Availability of Proxy Materials Sent — Informs stockholders how to access proxy materials and vote, indicating the formal start of the proxy season for this meeting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of stockholders, including director nominations, executive compensation, and other corporate governance matters. (This document is the primary source of information for the analysis of the company's annual meeting and related disclosures.)

Series B Voting Preferred Stock

A class of preferred stock that carries voting rights, with each share voting as if it were 7,500 shares of common stock. (These shares have significant voting power, influencing the outcome of director elections.)

Series C Preferred Stock

Another class of preferred stock, where each share also votes as if it were 7,500 shares of common stock, and holders have specific rights to appoint directors. (Holders of Series C Preferred Stock have a direct influence on board composition through their director appointment rights.)

Record Date

A specific date set by a company to determine which stockholders are eligible to receive dividends, vote at a shareholder meeting, or exercise other shareholder rights. (Establishes the pool of eligible voters for the upcoming annual meeting.)

Notice of Internet Availability of Proxy Materials

A document sent to shareholders informing them that proxy materials (like the proxy statement and annual report) are available online, along with instructions on how to access them and vote. (Indicates the company's method of distributing proxy materials and the commencement of the voting period.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent audit of its financial statements. (The appointment of M&K CPAS, PLLC as the auditor for fiscal year ending December 31, 2025, is a key proposal for stockholder approval.)

TSR

Total Shareholder Return, a measure of the total return received by a shareholder over a specific period, including stock price appreciation and dividends. (Mentioned in the 'Pay Versus Performance' section, indicating it's a metric used to link executive compensation to company performance.)

Dodd-Frank Wall Street Reform and Consumer Protection Act

A landmark federal law enacted in 2010 to promote financial stability by improving accountability and transparency in the financial system. (The filing references this act in relation to compensation recovery and clawback policies, indicating compliance considerations.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, or new risks, is not available in the provided excerpt of the DEF 14A filing. The document focuses on the upcoming annual meeting and disclosures relevant to that event.

Filing Documents

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FORWARD-LOOKING STATEMENTS AND WEBSITE LINKS

FORWARD-LOOKING STATEMENTS AND WEBSITE LINKS 7 INCORPORATION BY REFERENCE 8 MERIDIANBET GROUP ACQUISITION AND CHANGE IN FISCAL YEAR 8 REFERENCES TO ADDITIONAL INFORMATION 9 VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS 9

Security Ownership of Management and Certain Beneficial Owners and Management

Security Ownership of Management and Certain Beneficial Owners and Management 10 Series C Preferred Stock 13 Nominating and Voting Agreement 14 Change of Control 15 CORPORATE GOVERNANCE 15 Board Leadership Structure 15 Risk Oversight 15 Family Relationships 16 Arrangements between Officers and Directors 16 Other Directorships 16 Involvement in Certain Legal Proceedings 16 Board of Directors Meetings 17 Board Committee Membership 17 Committees of the Board 18 Audit Committee 18 Compensation Committee 19 Compensation Committee Interlocks and Insider Participation 19 Nominating and Governance Committee 19 Controlled Company Status 20 Director Independence 21 iii Table of Contents Website Availability of Documents 21 Stockholder Communications with the Board of Directors 21 Executive Sessions of the Board of Directors 21 Potential Conflicts of Interest 21 Code of Business Conduct and Ethics 22 Policy on Equity Ownership 22 Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank") 22 Compensation Recovery and Clawback Policies 22 Insider Trading/Anti-Hedging Policies 23 Rule 10b5-1 Trading Plans 23 Policy on Timing of Award Grants 23 INFORMATION ABOUT OUR EXECUTIVE OFFICERS 24 BOARD OF DIRECTORS 25 General 25 Director Nominees 26 Qualifications of All Directors of the Board 30 AUDIT COMMITTEE REPORT 31

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 32 Summary Executive Compensation Table 32 Pay Versus Performance 33 Relationship Between "Compensation Actually Paid" and Performance 37 Compensation Actually Paid and Net Income (Loss) 37 Compensation Actually Paid and Cumulative TSR 38 Outstanding Equity Awards at Fiscal Year-End 38 Potential Payments Upon Termination 39 Employment and Consulting Agreements 40 Employment Agreement with Mr. Anthony Brian Goodman 40 Employment Agreement with Ms. Weiting Cathy' Feng 43 Employment Agreement with Zoran Miloevi 43 Employment Agreement with Sneana Boovi 45 Employment Agreement with Rich Christensen 46 Consulting Agreement with Mr. Omar Jimenez (Terminated); Separation and Release Agreement 47 DIRECTORS COMPENSATION 48 Summary Director Compensation Table 48 Board of Director Fees 48 EQUITY COMPENSATION PLAN INFORMATION 49 Description of Equity Plans 49 2018 Equity Incentive Plan 49 2022 Equity Incentive Plan 49 2023 Equity Incentive Plan 50 Equity Compensation Plan Information 52 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 52 Related Party Transactions 52 Aleksandar Milovanovi, Zoran Miloevi and Sneana Boovi 52 Accounts Receivable - Related Party 52 Dividends Paid to the Meridian Sellers 53 Zoran Miloevi, Meridian Tech d.o.o.'s Chief Executive Officer 53 Sneana Boovi, Chief Operating Officer of Meridian Serbia, Secretary of MeridianBet Group and Company Director (Series C Preferred Director) 54 Anthony Brian Goodman, the Company's Chief Executive Officer and Director 54 iv Table of Contents Weiting Cathy' Feng the Company's Chief Operating Officer 54 Philip D. Moyes, a former member of the Board of Directors of the Company 54 William Scott, a member of the Board of Directors of the Company 55 Brett Goodman, Vice President of Business Development and son of the Company's Chief Executive Officer 55 Articulate Pty

View Full Filing

View this DEF 14A filing on SEC EDGAR