Full House Resorts Inc.
05/16/2025 | Press release | Distributed by Public on 05/16/2025 15:08
Proxy Results, Management Change/Compensation (Form 8-K)
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Item 5.02 |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers |
On May 16, 2025, Full House Resorts, Inc. (the "Company") entered into an Amendment to Employment Agreement (the "Amendment") with Lewis Fanger, which amends the Employment Agreement dated May 19, 2022 between the Company and Mr. Fanger (the "Employment Agreement"). Pursuant to the Amendment, the term of the Employment Agreement was extended to August 4, 2025. The effective date of the Amendment is May 15, 2025. Except as set forth in the Amendment, the Employment Agreement is unaffected and shall continue in full force and effect in accordance with its terms.
A copy of the Amendment is filed with this Form 8-K and attached hereto as Exhibit 10.1. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is incorporated herein by reference.
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Item 5.07 |
Submission of Matters to a Vote of Security Holders |
On May 15, 2025, the Company held its Annual Meeting of Stockholders. A total of 31,037,475 shares (86.3% of shares outstanding as of the record date) of the Company's common stock were present or represented by proxy at the meeting. The results of stockholder voting on the three proposals presented were as follows:
Proposal 1 - Stockholders elected the following seven directors nominated by the board of directors, to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified:
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Director Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Carl G. Braunlich |
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19,420,238 |
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2,461,643 |
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35,573 |
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9,120,021 |
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Lewis A. Fanger |
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20,026,600 |
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1,855,081 |
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35,773 |
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9,120,021 |
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Eric J. Green |
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20,120,546 |
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1,762,082 |
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34,826 |
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9,120,021 |
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Lynn M. Handler |
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19,391,201 |
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2,467,442 |
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58,811 |
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9,120,021 |
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Daniel R. Lee |
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18,979,825 |
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2,902,306 |
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35,323 |
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9,120,021 |
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Kathleen M. Marshall |
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19,443,808 |
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2,438,821 |
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34,825 |
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9,120,021 |
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Michael P. Shaunnessy |
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19,438,074 |
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2,444,354 |
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35,026 |
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9,120,021 |
Proposal 2 - Stockholders approved the 2025 Equity Incentive Plan:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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17,007,799 |
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3,169,070 |
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1,740,585 |
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9,120,021 |
Proposal 3 - Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2025:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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30,942,371 |
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58,323 |
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36,781 |
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- |
Proposal 4 - Stockholders approved, on an advisory basis, the Company's named executive officer compensation as disclosed in the 2025 proxy statement:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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18,213,367 |
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3,136,094 |
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567,993 |
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9,120,021 |
Proposal 5 - Stockholders approved, on an advisory basis, the frequency of every year for future advisory votes on the compensation of the Company's named executive officers:
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1 Year |
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2 Years |
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3 Years |
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Abstain |
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19,999,018 |
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31,740 |
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1,781,303 |
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105,393 |
Consistent with the results of the advisory vote on the frequency of future votes on executive compensation set forth in Proposal 5 above, the Company's Board of Directors has determined that the Company will continue to hold future advisory votes on executive compensation every year until the next required vote on the frequency of such votes.
Full House Resorts Inc. published this content on May 16, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on May 16, 2025 at 21:08 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io