8-K 1 d769406d8k.htm 8-K 8-K
Eldorado Resorts, Inc.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 19, 2019

 

 

Eldorado Resorts, Inc.

(Exact Name of registrant as specified in its charter)

 

 

 

Nevada   001-36629   46-3657681

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

100 West Liberty Street, Suite 1150

Reno, Nevada

  89501
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (775) 328-0100

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, $0.00001 par value   ERI   NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.07

Submission of Matters to a Vote of Security Holders.

Eldorado Resorts, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 19, 2019.

On June 24, 2019, American Election Services, LLC (“AES”), the independent inspector of elections for the Annual Meeting, delivered a final report and certification of the final voting results for each of the matters set forth below that were submitted to a vote at the Annual Meeting. Present at the Annual Meeting, either in person or by proxy, were holders of 68,490,795 shares of the Company’s common stock, constituting a quorum of the Company’s outstanding shares. At the Annual Meeting, the Company’s stockholders considered nine proposals. Each of the proposals is discussed briefly below and is described in more detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 26, 2019 (the “Proxy Statement”).

Proposal 1: Election of Directors

The stockholders elected the Company’s nominees to the Board of Directors of the Company (the “Board”). The nominees for election to the Board, the number and type of votes cast with respect to each nominee, as well as the number of broker non-votes with respect to each nominee, were as follows:

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Gary L. Carano

  66,002,652  

279,460

  2,178,891

Bonnie Biumi

  66,164,157   52,955   2,178,891

Frank J. Fahrenkopf, Jr.

  66,078,577   138,535   2,178,891

James B. Hawkins

  66,227,287  

54,825

  2,178,891

Gregory J. Kozicz

  66,161,642   55,470   2,178,891

Michael E. Pegram

  66,228,311   53,801   2,178,891

Thomas R. Reeg

  66,228,251   47,319   2,178,891

David P. Tomick

  66,154,111   121,459   2,178,891

Roger P. Wagner

  66,090,373   126,739   2,178,891

Each of the foregoing directors was elected and received the affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum was present.


Proposal 2: Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019

The stockholders approved the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

68,040,571

  418,086   32,137   0

The foregoing Proposal 2 was approved.

Proposal 3: Amended and Restated Eldorado Resorts, Inc. 2015 Equity Incentive Plan

The stockholders approved the amendment and restatement of the Eldorado Resorts, Inc. 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”) to, among other things, increase the number of shares available for issuance to compensate the Company’s employees, non-employee directors and consultants. The description of the amended and restated 2015 Equity Incentive Plan contained in the Proxy Statement is incorporated by reference in this Item 5.07. The number and type of votes cast with respect to the proposal, as well as the number of non-votes with respect to the proposal, were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

65,634,231

  625,935   39,547   2,178,891

The foregoing Proposal 3 was approved.

Proposal 4: “Say-on-pay” non-binding advisory vote

The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s Proxy Statement. The number and type of votes cast with respect to the proposal, as well as the number of non-votes with respect to the proposal, were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

65,660,200

  598,045   41,469   2,178,891

The foregoing advisory vote was approved.

Proposal 5: Non-Binding Stockholder Proposal Regarding Opting Out of Nevada’s Acquisition of Controlling Interest Statute

The stockholders approved the non-binding stockholder proposal to opt out of Nevada’s Acquisition of Controlling Interest statute. The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

42,083,862

 

23,759,707

 

468,335

  2,178,891

The foregoing Proposal 5 was approved.


Proposal 6: Non-Binding Stockholder Proposal Regarding Opting Out of Nevada’s Combinations with Interested Stockholders Statute

The stockholders approved the non-binding stockholder proposal to opt out of Nevada’s Combinations with Interested Stockholders Statute. The number and type of votes cast with respect to the proposal, as well as the number of non-votes with respect to the proposal, were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

42,085,499

  23,758,362   468,042   2,178,891

The foregoing Proposal 6 was approved.

Proposal 7: Non-Binding Stockholder Proposal Regarding Supermajority Voting Standards

The stockholders approved the non-binding stockholder proposal regarding supermajority voting. The number and type of votes cast with respect to the proposal, as well as the number of non-votes with respect to the proposal, were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

43,027,903

  22,820,572   463,429   2,178,891

The foregoing Proposal 7 was approved.

Proposal 8: Non-Binding Stockholder Proposal Regarding a Shareholder Rights Plan

The stockholders approved the non-binding stockholder proposal regarding shareholder rights plans. The number and type of votes cast with respect to the proposal, as well as the number of non-votes with respect to the proposal, were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

47,711,327

  18,050,167   550,410   2,178,891

The foregoing Proposal 8 was approved.


Proposal 9: Non-Binding Shareholder Proposal Regarding Voting Standards for Director Elections

The stockholders approved the non-binding stockholder proposal regarding voting standards for director elections. The number and type of votes cast with respect to the proposal, as well as the number of non-votes with respect to the proposal, were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

47,898,772

  17,948,315   464,816   2,178,891

The foregoing Proposal 9 was approved.


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 24, 2019     ELDORADO RESORTS, INC.
    By:  

/s/ Edmund L. Quatmann Jr.

      Chief Legal Officer