Knighted Pastures terminates proxy contest at Allied Gaming & Entertainment (AGAE)
Key Summary: Knighted Pastures: From March 2024 to August 2025, Knighted Pastures (29.6%) engaged in a prolonged proxy fight with Allied Gaming, seeking board seats, bylaw changes, and director removals, while also filing lawsuits over governance and the Yellow River transaction. The company countered with legal action, alleging Knighted failed disclosure obligations. Proxy advisor ISS partially supported Knighted’s nominees, but court injunctions blocked votes on directors. On August 28, 2025, citing litigation delays and costs, Knighted ended its proxy contest, withdrew nominations, and donated its shares to charities. Ourgame International Holdings Limited: On October 3, 2024, Ourgame (31.5%) requested a waiver to exceed the 10% ownership cap under the rights plan. It also nominated Li Zhang and Shaohua Ma to replace two existing directors, pending board approval.
Market Cap: $134 million | Allied Gaming & Entertainment Inc. provides entertainment and gaming products worldwide.
Knighted Pastures
- On March 7, 2024, Knighted Pastures (29.6%) stated that it plans to engage in discussions with the management and board regarding potential board representation and may nominate individuals for election to the board.
- On July 17, 2024, Knighted Pastures LLC submitted an Amended and Restated Notice of Nomination for the 2024 stockholder meeting, proposing to nominate three candidates for the board, amend the bylaws related to board actions and special meetings, and remove directors Yangyang Li, Yushi Guo, and Yuanfei Qu for cause. Source
- On September 27, 2024, Knighted Pastures LLC sent a letter to the company demanding prompt scheduling of the 2024 Annual Meeting of stockholders. They criticized the company's delay, which exceeds fourteen months since the last meeting, as an attempt to disenfranchise stockholders. Knighted Pastures set a deadline of December 5, 2024, for scheduling the meeting, warning of potential legal action if the company fails to comply by October 4, 2024. Source
- On October 31, 2024, Knighted Pastures filed proxy materials seeking support for its nominees.
- On November 12, 2024, Knighted filed a civil lawsuit in the Delaware Court of Chancery against members of the Board and other parties involved in the Yellow River Transaction, which Knighted claims breached fiduciary duties. The lawsuit alleges that the Director Defendants entered into a Securities Purchase Agreement with Blue Planet to entrench the board and impede stockholder rights to elect directors. The case seeks to void the Yellow River transaction, including the issuance of shares to Blue Planet, and remove director Zongmin Ding from the Board. Knighted also filed motions to expedite the case and prevent the 2024 Annual Meeting until the Court resolves the claims. Source
- On June 2, 2025, Knighted nominated three Class C director candidates—Peter Chun, Howard Donaldson, and Adam Rymer—for election at the combined 2024–2025 annual meeting, alongside its previously nominated Class B candidates. Knighted also submitted a proposal to remove Class A director Yangyang Li for cause. Source
- On June 11, 2025, the company sued Knighted Pastures alleging failure to disclose a Section 13(d) "group" and violations of advance notice bylaws; it seeks injunctive relief and damages which Knighted Pastures dispute and intend to fight. Source
- On July 25, 2025, Knighted Pastures announced that proxy advisory firm ISS recommended stockholders vote for Knighted’s Class B director nominees—Roy Choi, Walter Delph, and Jennifer van Dijk—on the BLUE proxy card, citing the company’s poor operational performance, lack of transparency, and governance issues. Source
- On July 27, 2025, Knighted corrected its earlier press release to clarify that ISS recommended shareholders of Allied Gaming vote only for Roy Choi—Knighted’s Class B nominee—on the BLUE proxy card. Source
- On August 1, 2025, Allied Gaming & Entertainment (NASDAQ: AGAE) announced that the U.S. District Court for the Central District of California ordered its Combined 2024/2025 Annual Meeting to proceed as scheduled on August 4, 2025, but barred any vote on director nominees or Knighted Pastures LLC’s proposal to remove director Yangyang Li. All other proposals will still be voted on, and the company urged stockholders to vote “FOR” its proposals
- At the AGM held on Aug 4, 2025, stockholders voted for all proposals recommended by the Company at Combined 2024/2025 Annual Meeting of Stockholders
- On August 28, 2025, Knighted Pastures terminated its proxy contest at Allied Gaming & Entertainment after a U.S. District Court issued a preliminary injunction blocking board changes and delaying a shareholder vote over allegations that Knighted acted as part of an undisclosed group. Roy Choi, Managing Member, said the ruling and litigation costs made the contest untenable, leading Knighted to withdraw its six board nominations, step back from its investment, and donate its shares to charities. Choi noted Knighted had previously preserved shareholder value through two successful Delaware lawsuits but stated it would no longer pursue further challenges to Allied Gaming’s board. Source
Ourgame International Holdings Limited
On October 3, 2024, Ourgame International Holdings Limited (31.5%) disclosed that on September 24, 2024, it requested the Board to grant a similar exemption to that provided to Knighted Pastures LLC and Roy Choi, allowing Ourgame to exceed a 10% holding without triggering the shareholder rights plan adopted in February 2024. Additionally, on October 3, 2024, Mr. Lu Jingsheng, representing Ourgame as a member of the company's Nominating Committee, submitted a Notice of Nomination for Directors. The Notice proposed Mr. Li Zhang and Mr. Shaohua Ma as replacements for Mr. Yushi Guo and Mr. Yuanfei Qu, pending approval by the entire board. Source
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