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 14, 2017
Eldorado Resorts, Inc.
(Exact name of registrant as specified in its charter)
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Nevada |
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001-36629
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46-3657681 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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100 West Liberty Street, Suite 1150 Reno, NV |
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89501 |
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(Address of principal executive offices) |
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(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. ☐
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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 14, 2017. 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:
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Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
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Gary L. Carano |
38,975,857 |
111,217 |
4,573,519 |
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Frank J. Fahrenkopf Jr. |
38,971,229 |
115,845 |
4,573,519 |
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James B. Hawkins |
36,478,987 |
2,608,087 |
4,573,519 |
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Michael E. Pegram |
38,993,606 |
93,468 |
4,573,519 |
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Thomas R. Reeg |
38,361,154 |
725,920 |
4,573,519 |
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David P. Tomick |
38,993,631 |
93,443 |
4,573,519 |
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Roger P. Wagner |
38,998,627 |
88,447 |
4,573,519 |
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Bonnie Biumi |
38,992,428 |
94,646 |
4,573,519 |
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Gregory J. Kozicz |
38,997,113 |
89,961 |
4,573,519 |
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, 2017
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, 2017. 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:
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For |
Against |
Abstain |
Broker Non-Votes |
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43,559,659 |
84,488 |
16,446 |
0 |
The foregoing Proposal 2 was approved.
Proposal 3: “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:
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For |
Against |
Abstain |
Broker Non-Votes |
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38,535,350 |
536,557 |
15,167 |
4,573,519 |
The foregoing Proposal 3 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.
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ELDORADO RESORTS, INC. |
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By: |
/s/ Gary L. Carano |
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Name: Gary L. Carano Title: Chief Executive Officer |
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Date: |
June 14, 2017 |
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