UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 29, 2020.
On June 29, 2020, American Election Services, LLC (“AES”), the independent inspector of elections for the Annual Meeting, delivered a report 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 62,259,666 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 three 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 May 19, 2020 (the “Proxy Statement”).
The tabulation from AES of the voting results for the election of directors and other proposals submitted to a vote at the Annual Meeting is set forth below.
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 |
48,386,369 |
284,636 |
13,588,661 |
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| Bonnie Biumi |
48,463,652 |
207,353 |
13,588,661 |
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| Frank J. Fahrenkopf |
39,038,149 |
9,632,856 |
13,588,661 |
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| James B. Hawkins |
48,224,288 |
446,717 |
13,588,661 |
|||||||||
| Gregory J. Kozicz |
48,219,204 |
451,801 |
13,588,661 |
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| Michael E. Pegram |
48,219,624 |
451,381 |
13,588,661 |
|||||||||
| Thomas R. Reeg |
48,461,371 |
209,634 |
13,588,661 |
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| David P. Tomick |
44,129,200 |
4,541,805 |
13,588,661 |
|||||||||
| Roger P. Wagner |
43,885,484 |
4,785,521 |
13,588,661 |
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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, 2020
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, 2020. 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 | |||
| 61,639,704 |
513,969 |
105,993 |
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 non-votes with respect to the proposal, were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 47,780,831 |
757,931 |
132,243 |
13,588,661 |
The foregoing Proposal 3 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: July 2, 2020 |
ELDORADO RESORTS, INC. | |||||
| By: |
/s/ Thomas R. Reeg | |||||
| Name: |
Thomas R. Reeg | |||||
| Title: |
Chief Executive Officer | |||||