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): July 1, 2020
FULL HOUSE RESORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-32583 |
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13-3391527 |
(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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One Summerlin
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89135 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (702) 221-7800
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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common stock, $0.0001 par value per share |
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FLL |
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The Nasdaq Stock Market LLC |
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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(d)On July 1, 2020, the board of directors of Full House Resorts, Inc. (the "Company") appointed each of (i) Eric J. Green and (ii) Michael P. Shaunnessy (together, the "New Directors") as independent directors of the Company, effective immediately, to serve until the Company's 2021 Annual Meeting of Stockholders and until his respective successor is duly elected and qualified. In connection with the appointment of the New Directors, the number of directors constituting the board of directors of the Company increased to eight.
There are no arrangements or understandings between the New Directors and any other person pursuant to which the New Directors were selected as directors of the Company. There are no transactions in which the New Directors have an interest requiring disclosure under Item 404(a) of Regulation S-K.
Effective with their appointments, Mr. Green will serve as a member of the compensation committee of the board of directors, and Mr. Shaunnessy will serve as a member of the nominating and corporate governance committee of the board of directors.
The New Directors will participate in the non-employee director compensation arrangements generally applicable to all of the Company's non-employee directors, as described in the Company's most recent proxy statement filed with the Securities and Exchange Commission on April 23, 2020. Pursuant to the established compensation program for non-employee directors, each New Director will receive: (1) cash compensation of $28,000 per year, paid quarterly in arrears, (2) the choice of either a grant of 7,947 shares of common stock valued at $12,000, as determined by the closing price of the Company's common stock on July 1, 2020, or the $12,000 value in quarterly cash payments of $3,000 paid in arrears, and (3) a stock option grant to purchase 8,000 shares with an exercise price of $1.51 per share, vesting in full on July 1, 2021.
A press release announcing the appointment of the New Directors is included herewith as Exhibit 99.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year
On July 1, 2020, the board of directors of the Company amended and restated the Company's bylaws (as amended and restated, the "Bylaws") for the purpose of making certain clarifying, technical, updating and conforming changes. Among other things, the amendments to the Bylaws include the following changes:
Board of Directors
● | allow for the appointment of a Lead Independent Director who may be appointed by a majority of the independent directors of the board of directors; |
● | provide that the number of directors on the board of directors shall be not less than five (5) or more than nine (9) persons; |
● | update and clarify that directors of the Company are elected by the affirmative vote of a majority of the votes cast by stockholders in an uncontested election of directors; provided that in a contested election, directors are elected by a plurality of the votes cast; |
● | update and clarify that, in an uncontested election, any incumbent director who does not receive a majority of the votes cast must tender his or her resignation, and a committee of independent directors will make a recommendation to the board of directors on whether to accept such resignation; |
● | provide that special meetings of the board of directors may be called by any two of the following: the Chair, the President, the Lead Independent Director (if any), the Vice Chair or the Chair of the Nominating and Corporate Governance Committee; |
● | provide that, in the Chair's absence at any meeting of the board of directors, the Lead Independent Director (if any), the Vice Chair, the President or any director chosen by a majority of the directors present (in that order), shall act as chair and preside at the meeting; |
● | clarify that the board of directors shall determine whether a person becomes a "Disqualified Director" for purposes of gaming regulatory purposes if any of the triggering events in Article 5, Section 1, paragraph (d) of the Certificate of Incorporation exist; |
Stockholder Meetings
● | update the requirements for stockholders to nominate directors or bring other business before an annual or special meeting of stockholders, including to (i) require disclosure of any compensation agreements between proposing stockholders and their director nominees, (ii) provide a written representation that proposing stockholders intend to appear in person or by proxy at the meeting, (iii) describe any agreements with respect to the director nomination between the proposing stockholder and any other person and any material relationships, within the last three (3) years, between the proposing stockholder and the director nominee, (iv) update any information submitted to the Company if it becomes inaccurate. If any information submitted to the Company is materially untrue, it will be deemed to have not been delivered to the Company; |
● | require all stockholder director nominees, in connection with being nominated, to provide the Company with (i) completed questionnaires with respect to the background and qualification of such person and make representations to the Company regarding certain matters including disclosure of voting commitments and third-party compensation, and compliance with Company's bylaws, code of conduct and other policies and guidelines, (ii) a written representation that the director nominee intends to serve the full term of directorship, and (iii) additional information upon request to enable the Company to examine the director nominee's eligibility, qualifications and fitness to serve; |
● | in connection with a stockholder proposal, require proposing stockholders to submit the text of the proposed business, including any proposed resolutions, and to disclose any material interest in such proposed business; |
● | update and clarify the requirements for setting a record date for stockholder meetings and stockholder consents; |
● | require notice of any stockholder meeting to include the record date; |
● | clarify that, in the absence of a quorum, the Chair, the Lead Independent Director (if any), the Chief Executive Officer, the President, the Secretary or any other officer of the Company (in that order), shall have the authority to adjourn the stockholders meeting. A quorum, once established, cannot be broken by the subsequent withdrawal of votes; |
● | clarify that, in the Chair's absence at any stockholders meeting, the Lead Independent Director (if any), the Chief Executive Officer, the President, or any director or executive officer chosen by a majority of the directors present (in that order), shall act as chair and preside at the meeting; |
Officers
● | clarify that the board of directors shall elect a Chief Executive Officer and a Chief Financial Officer in addition to a President, Secretary and Treasurer, and that the board may choose a Chair and Vice Chair; |
● | provide the description of the duties of the Chief Executive Officer and the Chief Financial Officer, and update the description of the duties of the President; |
● | clarify that the Chief Executive Officer or the board of directors have the authority to prescribe the duties and powers of the other officers of the Company; |
Other
● | update the forum selection clause which provides that unless the Company consents in writing to the selection of an alternate forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of fiduciary duty owed by a director, officer or other employee of the Company to the Company or to the Company's stockholders, (iii) any action asserting a claim against the Company or any director, officer or other employee of the Company arising pursuant to any provision of the General Corporation Law of the State of Delaware, or the Company's Certificate of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the Corporation, or any director, officer or other employee of the Company's governed by the internal affairs doctrine; and |
● | clarify that, in addition to the stockholders, the board of directors has the power to amend the Bylaws by a majority vote of the board of directors. |
The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws (as amended and restated) that are attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
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(d) |
Exhibits |
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No. |
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Description |
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3.1 |
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Second Amended and Restated Bylaws of Full House Resorts, Inc., effective July 1, 2020 |
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99.1 |
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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.
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Full House Resorts, Inc. |
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Date: July 2, 2020 |
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/s/ Lewis A. Fanger |
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Lewis A. Fanger |
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Senior Vice President, Chief Financial Officer & Treasurer |
Exhibit 3.1
SECOND AMENDED AND RESTATED BYLAWS
OF
FULL HOUSE RESORTS, INC.
Effective as of July 1, 2020
In addition, to be eligible to be a nominee pursuant to this Section 1.13, a person must deliver, in accordance with the time periods prescribed for delivery of notice under Section 1.13, the following to the Secretary at the principal executive offices of the Corporation (collectively, the “Nominee Information”):
In addition to the information set forth above, any Proposing Stockholder making a nomination pursuant to this Section 1.13 shall provide to the Corporation such additional information that the Corporation may reasonably request from time to time regarding such Proposing Stockholder, any Stockholder Associated Person thereof or the nominee, including such information to determine the eligibility or qualifications of the nominee to serve as a director or an independent director or that could be material to a reasonable stockholder’s understanding of the qualifications and/or independence, or lack thereof, of the nominee to serve as a director of the Corporation. In addition, any stockholder who submits a notice pursuant to this Section 1.13(b) is required to update and supplement the information disclosed in such notice, if necessary, in accordance with Section 1.1(g). At the request of the Board, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the Corporation all such information that is required to be set forth in the stockholder’s notice of nomination which pertains to such nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 1.13(b). If any information submitted pursuant to this Section 1.13(b) by any Proposing Stockholder proposing one or more nominees for election as a director at a meeting of stockholders is inaccurate in any material respect, such information shall be deemed not to have been provided in accordance with this Section 1.13(b). The presiding person at the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if the presiding person should so determine, such person shall so declare at the meeting, and the defective nomination shall be disregarded.
Within sixty (60) days following certification of the stockholder vote, the Nominating Committee shall recommend to the Board the action to be taken with respect to such offer of resignation. In determining whether or not to recommend that the Board accept any resignation offer, the Nominating Committee shall be entitled to consider all factors believed relevant by such committee’s members, including without limitation: (1) any stated reasons for the director not receiving the required majority vote and whether the underlying cause or causes are curable; (2) the factors, if any, set forth in the guidelines or other policies that are to be considered by the Nominating Committee in evaluating potential candidates for the Board as such factors relate to each director who has so offered his or her resignation; (3) the length of service of
such director; (4) the effect of such resignation on the Corporation’s compliance with any law, rule, regulation, stock exchange listing standards, or contractual obligations; (5) such director’s contributions to the Corporation; and (6) any other factors that the Nominating Committee believes are in the best interests of the Corporation.
The Board shall act on the Nominating Committee’s recommendation and publicly disclose the decision and reasons therefor, by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication, within ninety (90) days following certification of the stockholder vote. In determining whether or not to accept any resignation offer, the Board shall take into account the factors considered by the Nominating Committee and any additional information and factors that the Board believes to be relevant.
The Corporation shall indemnify and shall advance expenses on behalf of its officers and directors to the fullest extent permitted by law in existence either now or hereafter.
The undersigned, as the duly elected Secretary of the Corporation, does hereby certify that the Board of Directors of the Corporation adopted the foregoing Second Amended and Restated Bylaws effective as of July 1, 2020.
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/s/ Elaine Guidroz |
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Elaine Guidroz, Secretary |
Exhibit 99.1
FULL HOUSE RESORTS ANNOUNCES
TWO NEW APPOINTMENTS TO ITS BOARD OF DIRECTORS
LAS VEGAS, July 2, 2020 (GLOBE NEWSWIRE) -- Full House Resorts (Nasdaq: FLL) announced today that it has appointed Eric J. Green and Michael P. Shaunnessy to the Company’s board of directors.
Mr. Green brings more than 20 years of investment expertise to the Company’s board of directors. Since 1997, he has worked at Penn Capital, an investment firm with approximately $3 billion of assets under management. Mr. Green currently serves as Penn Capital’s Chief Investment Officer of Equity, where he is responsible for guiding the firm’s equity strategies. Additionally, Mr. Green serves as a Senior Portfolio Manager for Penn Capital’s Small Cap, Small to Micro Cap, and Mid Cap equity strategies. He is currently a member of the firm’s executive team, which oversees the firm’s overall corporate strategy and management. Prior to joining Penn Capital, Mr. Green was with the Federal National Mortgage Association, the Royal Bank of Scotland, and the United States Securities and Exchange Commission, where he served as a financial analyst in the Division of Investment Management. Mr. Green is also Vice Chairman of the Board of Directors for the Anti-Defamation League (ADL) Mid-Atlantic Region. Mr. Green earned a bachelor’s degree in business administration from American University and a master’s degree in business administration from the Yale School of Management.
Mr. Shaunnessy brings 37 years of experience in the gaming and hospitality industries to the Company’s board of directors. Most recently, Mr. Shaunnessy was President and Chief Executive Officer of Nevada Gold & Casinos, Inc., which he led for more than six years until its sale in 2019. From 2005 to 2012, Mr. Shaunnessy was Executive Vice President of Operations at MGM Resorts International. In that capacity, he was the chief operating and financial officer overseeing operations of MGM’s Railroad Pass and Gold Strike casino hotel properties, both in the Las Vegas, Nevada area. Before joining MGM, Mr. Shaunnessy served as Vice President of Administration of Monarch Casino & Resort, Inc. Additionally, from 1998 to 2004, he served as Executive Vice President and Chief Financial Officer of Full House Resorts, as well as a member of its board of directors from 2001 to 2004. A certified public accountant, Mr. Shaunnessy earned a bachelor’s degree in business administration from Lewis University and a master’s degree in accountancy from Northern Illinois University.
“We are proud to welcome Eric Green and Mike Shaunnessy as new independent members of our board of directors,” said Daniel R. Lee, President and Chief Executive Officer of Full House Resorts. “Both Eric and Mike are well-regarded and bring new knowledge and experiences to our board. We look forward to their wise counsel and thoughtful contributions to our Company.”
Forward-looking Statements
This press release may contain statements by Full House Resorts, Inc. that are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Additional information concerning potential factors that could affect our financial condition and results of operations is included in the reports we file with the SEC, including, but not limited to, our Form 10-K for the most recently ended fiscal year and our other periodic reports filed with the SEC. We are under no obligation to (and expressly disclaim any such obligation to) update or revise our forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law. Actual results may differ materially from those indicated in the forward-looking statements.
About Full House Resorts, Inc.
Full House Resorts owns, develops and operates gaming facilities throughout the country. The Company’s properties include Silver Slipper Casino and Hotel in Hancock County, Mississippi; Bronco Billy’s Casino and Hotel in Cripple Creek, Colorado; Rising Star Casino Resort in Rising Sun, Indiana; and Stockman’s Casino in Fallon, Nevada. The Company also operates the Grand Lodge Casino at the Hyatt Regency Lake Tahoe Resort, Spa and Casino in Incline Village, Nevada under a lease agreement with the Hyatt organization. Further information about Full House Resorts can be viewed on its website at www.fullhouseresorts.com and on its Facebook page at www.facebook.com/FHResorts.
Contact:
Lewis Fanger, Chief Financial Officer
Full House Resorts, Inc.
(702) 221-7800
www.fullhouseresorts.com