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Section 1: 8-K (8-K)

eri-8k_20180621.htm

 

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 20, 2018

 

 

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, NV

 

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))

 

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 20, 2018. The following is a summary of the matters voted upon at the Annual Meeting and the votes cast on each matter.

 

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

45,510,124

1,168,430

10,605,748

Bonnie Biumi

46,620,541

58,013

10,605,748

Frank J. Fahrenkopf, Jr.

46,528,514

150,040

10,605,748

James B. Hawkins

43,873,800

2,804,754

10,605,748

Gregory J. Kozicz

46,621,954

56,600

10,605,748

Michael E. Pegram

46,622,454

56,100

10,605,748

Thomas R. Reeg

44,894,141

1,784,413

10,605,748

David P. Tomick

46,558,028

120,526

10,605,748

Roger P. Wagner

46,558,720

119,834

10,605,748

 

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, 2018

 

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, 2018.  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

55,897,936

1,323,256

63,110

0

 

The foregoing Proposal 2 was approved.

 

Proposal 3: Approve and adopt an amendment to the certificate of incorporation to increase the authorized number of shares of common stock

 

The stockholders approved the adoption of an amendment to the certificate of incorporation to increase the authorized number of shares of common stock. The description of the amendment contained in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 25, 2018 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 broker non-votes with respect to the proposal, were as follows:

 

 

For

Against

Abstain

Broker Non-Votes

51,471,217

5,654,070

159,015

0

 

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 broker non-votes with respect to the proposal, were as follows:

 

 

For

Against

Abstain

Broker Non-Votes

46,148,358

504,939

25,257

10,605,748

 

 

The foregoing Proposal 4 was approved.

 

 



SIGNATURES

 

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

 

 

 

ELDORADO RESORTS, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Edmund L. Quatmann, Jr.

 

 

 

 

 

 

 

Name:  Edmund L. Quatmann, Jr.

Title:    EVP, Chief Legal Officer and Secretary

Date:

June 21, 2018

 

 

 

 

 

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