SCHEDULE 13D/A: Golden Matrix Group CEO Granted Performance-Based RSUs, Enters New Stock Sale Plan, and Amends Voting Agreement
Sentiment:
Schedule 13D Amendment
Golden Matrix Group's CEO, Anthony Brian Goodman, received new performance-based Restricted Stock Units, established a new plan to sell up to 500,000 shares, and amended a key voting agreement impacting board composition and management authority.
Summary
- Anthony Brian Goodman, CEO of Golden Matrix Group, Inc., and Luxor Capital, LLC, collectively beneficially own 17,374,562 shares of common stock, representing 13% of the class, or 16.1% when including the voting rights of Series B and C Preferred Stock.
- On January 12, 2025, the Board approved a grant of 300,000 Restricted Stock Units (RSUs) to Mr. Goodman, vesting based on the Company's 2025 Revenue and AEBITDA targets (1.1x and 1.2x 2024 figures for 25% vesting each).
- On March 24, 2025, 250,000 RSUs previously granted to Mr. Goodman vested and were settled in common stock, as the Company met its revenue and AEBITDA targets for fiscal year 2024.
- On January 29, 2025, an Amended and Restated Nominating and Voting Agreement (A&R Voting Agreement) was entered into, modifying the Board of Directors' composition to up to six members (two appointed by Series C Preferred Stock holders, four by the Nominating and Corporate Governance Committee).
- Upon the resignation of Weiting (Cathy) Feng, the Board will consist of up to five members (two by Series C holders, three by the Committee).
- The A&R Voting Agreement requires Series C holders to vote for Committee-nominated directors and restricts their ability to remove Mr. Goodman as CEO, except for cause or fiduciary duty violations.
- Mr. Goodman terminated a previous 10b5-1 sales plan on March 27, 2025, and entered into a new one on March 28, 2025, to sell up to 500,000 shares of common stock between June 30, 2025, and September 5, 2025.
Sentiment
Score: 5
Explanation: The document presents a mixed sentiment. Positive aspects include the vesting of RSUs due to met performance targets and new performance-based RSU grants aligning management incentives. However, the establishment of a new 10b5-1 plan for significant insider share sales introduces a potential negative sentiment due to possible market perception of reduced insider confidence or increased selling pressure.
Positives
- The grant of 300,000 performance-based RSUs to the CEO aligns management incentives with the Company's future financial growth, targeting 2025 Revenue and AEBITDA increases.
- The vesting of 250,000 RSUs to the CEO on March 24, 2025, indicates that the Company successfully met its revenue and AEBITDA targets for fiscal year 2024.
Negatives
- CEO Anthony Brian Goodman has established a new Rule 10b5-1 sales plan to sell up to 500,000 shares of common stock, which could exert downward pressure on the stock price due to increased supply from insider sales.
Risks
- The new 10b5-1 sales plan by CEO Anthony Brian Goodman to sell up to 500,000 shares could lead to increased selling pressure on the Company's stock.
- The Amended and Restated Nominating and Voting Agreement includes provisions that restrict the removal of CEO Anthony Brian Goodman, except for cause or fiduciary duty violations, which could limit board flexibility in leadership changes.
- The A&R Voting Agreement includes restrictions on the transferability of shares held by the Sellers, requiring transferees to enter into a joinder agreement, which could affect liquidity for these specific shareholders.
Future Outlook
The Company has set performance targets for 2025, requiring 1.1x and 1.2x increases in 2024 Revenue and AEBITDA for the vesting of 300,000 Restricted Stock Units granted to the CEO. CEO Anthony Brian Goodman plans to sell up to 500,000 shares of common stock between June 30, 2025, and September 5, 2025, under a new Rule 10b5-1 sales plan.
Management Comments
- The Board of Directors approved the grant of 300,000 Restricted Stock Units to CEO Anthony Brian Goodman, tying a significant portion of his compensation to the Company's future revenue and AEBITDA performance through 2025.
- CEO Anthony Brian Goodman has established a new Rule 10b5-1 sales plan to sell up to 500,000 shares of common stock, following the termination of a previous plan, indicating a pre-arranged disposition of shares.
Industry Context
This filing primarily details changes in beneficial ownership, executive compensation, and corporate governance arrangements specific to Golden Matrix Group, Inc. It does not provide information on broader industry trends or competitive landscape.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Board Member | Weiting (Cathy) Feng | N/A | N/A | Her resignation will trigger a change in the Board's size from up to six to up to five members, with a revised allocation of appointment rights between Series C Preferred Stock holders and the Nominating and Corporate Governance Committee. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition and Appointment Rights | The Amended and Restated Nominating and Voting Agreement (A&R Voting Agreement) provides for the Board of Directors to consist of up to six members (two appointed by Series C Convertible Preferred Stock holders, four by the Nominating and Corporate Governance Committee). Upon Weiting (Cathy) Feng's resignation, the Board will consist of up to five members (two by Series C holders, three by the Committee). | January 29, 2025 | Restructures board control and influence, giving specific preferred shareholders defined appointment rights while maintaining a majority for Committee-appointed directors. |
| Voting Agreement | The A&R Voting Agreement requires the Sellers (Series C holders) to vote their shares 'For' director nominees from the independent Committee and not to vote to remove Committee-nominated directors, subject to certain exceptions. | January 29, 2025 | Ensures stability for Committee-nominated directors and limits the ability of Series C holders to unilaterally change the board's composition beyond their appointment rights. |
| CEO Authority and Removal | Pursuant to the A&R Voting Agreement, the Sellers agreed not to request, encourage, or support the removal of Mr. Goodman as Chief Executive Officer (or reduce his ultimate authority) during the term, except for cause or if failure to vote for removal would violate fiduciary duties. | January 29, 2025 | Provides a degree of stability for the CEO's position, potentially limiting shareholder influence over executive leadership changes unless specific conditions are met. |
| Share Transfer Restrictions | The A&R Voting Agreement includes restrictions on the ability of the Sellers to transfer shares during the term, unless transferees enter into a joinder to the agreement. | January 29, 2025 | Maintains the enforceability of the voting agreement across changes in ownership for a significant block of shares. |
Related Party Transactions
- Grant of 300,000 Restricted Stock Units to Anthony Brian Goodman, who serves as Chief Executive Officer, President, Secretary, and a member of the Board of Directors of the Company.
- Vesting of 250,000 Restricted Stock Units to Anthony Brian Goodman, resulting in the issuance of 250,000 shares of common stock.
- Entry into the Amended and Restated Nominating and Voting Agreement between the Issuer, Anthony Brian Goodman, Luxor Capital, LLC (owned by Mr. Goodman), and the Sellers (Aleksandar Milovanović, Zoran Milosevic, and Snezana Bozovic), who are holders of Series C Convertible Preferred Stock and were involved in the MeridianBet Group acquisition.
- Anthony Brian Goodman, in his capacity as CEO and Chairman of the Board, entered into a Rule 10b5-1 Sales Plan with Oppenheimer & Co. Inc. for the sale of his beneficially owned shares.
Stakeholder Impact
- Shareholders: Potential impact from the CEO's planned share sales, which could affect stock price. Changes in corporate governance, particularly regarding board composition and CEO authority, may influence shareholder rights and oversight.
- Management (Anthony Brian Goodman): New performance-based RSUs align his compensation with future company growth, while the 10b5-1 plan provides a structured way to liquidate a portion of his holdings. His position as CEO is further solidified by terms in the A&R Voting Agreement.
- Series C Preferred Stock Holders (Sellers): Their influence on the board is formalized through specific appointment rights, but their voting power is constrained by the A&R Voting Agreement regarding Committee-nominated directors and CEO removal. Share transferability is also restricted.
- Board of Directors: The A&R Voting Agreement dictates the structure and appointment process for board members, influencing the dynamics and independence of the board.
Next Steps
- The Company's performance for the year ended December 31, 2025, will determine the vesting of the 300,000 Restricted Stock Units granted to CEO Anthony Brian Goodman.
- Sales of up to 500,000 shares of common stock by CEO Anthony Brian Goodman are scheduled to commence on June 30, 2025, under the new 10b5-1 Plan.
Key Dates
| Date | Description |
|---|---|
| 04/07/2016 | Company affected a one-for-1,500 reverse stock split. |
| 12/15/2016 | Company affected a one-for-150 reverse stock split. |
| 06/26/2020 | Company affected a one-for-150 reverse stock split. |
| 03/19/2021 | Original Schedule 13D filed with the SEC. |
| 10/05/2021 | Amendment No. 1 to Schedule 13D filed. |
| 03/21/2022 | Amendment No. 2 to Schedule 13D filed. |
| 10/04/2022 | Amendment No. 3 to Schedule 13D filed. |
| 12/09/2022 | Amendment No. 4 to Schedule 13D filed. |
| 02/03/2023 | Amendment No. 5 to Schedule 13D filed. |
| 04/09/2024 | Prior Nominating and Voting Agreement entered into between the parties. |
| 04/12/2024 | Amendment No. 6 to Schedule 13D filed. |
| 11/29/2024 | Amendment No. 7 to Schedule 13D filed; Mr. Goodman entered into the November 2024 10b5-1 Plan. |
| 01/12/2025 | Board of Directors approved the grant of 300,000 Restricted Stock Units (RSUs) to Anthony Brian Goodman. |
| 01/29/2025 | Date of event requiring the filing of this statement; Issuer, Mr. Goodman, Luxor, and Sellers entered into an Amended and Restated Nominating and Voting Agreement (A&R Voting Agreement). |
| 03/24/2025 | Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed; 250,000 Restricted Stock Units vested to Mr. Goodman and 250,000 shares of common stock were issued. |
| 03/27/2025 | Mr. Goodman terminated the November 2024 10b5-1 Plan. |
| 03/28/2025 | Mr. Goodman entered into a new Rule 10b5-1 Sales Plan. |
| 04/01/2025 | Signature date for Amendment No. 8 to Schedule 13D. |
| 06/30/2025 | Potential sales begin under the new 10b5-1 Plan. |
| 09/05/2025 | New 10b5-1 Plan continues until this date or until all shares are sold. |
| 12/31/2025 | Performance period end for the 300,000 RSU vesting. |
| 04/09/2026 | Earliest termination date for the Amended and Restated Nominating and Voting Agreement. |
Keywords
Golden Matrix Group, GMGI, Schedule 13D, Anthony Brian Goodman, Luxor Capital, Restricted Stock Units, RSU, 10b5-1 Plan, Voting Agreement, Corporate Governance, Insider Trading, Share Ownership, Executive Compensation, Board of Directors
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