Delaware | 1-32583 | 13-3391527 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
4670 S. Fort Apache Road, Suite 190 Las Vegas, Nevada | 89147 | |
(Address of principal executive offices) | (Zip Code) |
N/A | ||
(Former name or former address, if changed since last report) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
• | Update the notice provisions for meetings of stockholders; |
• | Provide the Board discretion to hold a stockholder meeting by means of remote communication; |
• | Provide the Board flexibility to adopt rules and regulations for the conduct of meetings of stockholders; |
• | Update the requirements for calling a special meeting of the stockholders; |
• | Add electronic transmission as an acceptable communication medium; |
• | Require advance notice for stockholders to bring business before any meeting of the Company’s stockholders; |
• | Require advance notice for stockholders to nominate individuals for election to the Board; |
• | Expressly set the process for the Board to determine whether a director is a Disqualified Director, as defined in the Company’s Amended and Restated Certificate of Incorporation; and |
• | Specify that the sole and exclusive forum for certain court actions involving the Company will be either the Court of Chancery of the State of Delaware or the Eight Judicial District of the Court of Clark County of the State of Nevada, unless the Company consents in writing to the selection of an alternative forum. |
a. | Proposal 1: Election of eight (8) directors to serve for the ensuing year and until their respective successors are elected: |
Director Nominee | Votes For | Votes Withheld | ||||
Kenneth R. Adams | 10,274,330 | 67,676 | ||||
Carl G. Braunlich | 10,269,780 | 72,226 | ||||
W. H. Baird Garrett | 10,284,830 | 57,176 | ||||
Ellis Landau | 10,294,430 | 47,576 | ||||
Daniel R. Lee | 10,262,171 | 79,835 | ||||
Kathleen Marshall | 10,280,159 | 61,847 | ||||
Craig W. Thomas | 10,291,480 | 50,526 | ||||
Bradley M. Tirpak | 10,284,174 | 57,832 |
b. | Proposal 2: Ratification of the appointment of Piercy Bowler Taylor & Kern as the Company’s independent registered public accounting firm for 2016: 16,334,669 shares in favor, 35,558 shares against and 81,311 shares abstaining. There were zero broker non-votes for this proposal. |
c. | Proposal 3: An advisory vote to approve named executive officers compensation: 9,298,119 shares in favor, 270,657 shares against and 773,230 shares abstaining. There were 6,109,532 broker non-votes for this proposal. |
(d) | Exhibits | |
3.1 | Amended and Restated By-Laws of Full House Resorts, Inc., effective as of May 10, 2016 |
Full House Resorts, Inc. | ||
Date: May 13, 2016 | /s/ Lewis A. Fanger | |
Lewis A. Fanger, Senior Vice President, Chief Financial Officer & Treasurer |
Exhibit No. | Description | |
3.1 | Amended and Restated By-Laws of Full House Resorts, Inc., effective as of May 10, 2016 |