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): December 11, 2017

 

 

PINNACLE ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37666   47-4668380

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3980 Howard Hughes Parkway, Las Vegas, Nevada   89169
(Address of principal executive offices)   (Zip Code)

Registrant’s Telephone Number, including area code: (702) 541-7777

N/A

(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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On December 11, 2017, Pinnacle Entertainment, Inc. (the “Company”) entered into amendments to certain employment agreements with Anthony M. Sanfilippo, the Company’s Chief Executive Officer, Carlos A. Ruisanchez, the Company’s President and Chief Financial Officer, Virginia E. Shanks, the Company’s Executive Vice President and Chief Administrative Officer, and Donna S. Negrotto, the Company’s Executive Vice President, General Counsel and Secretary (collectively, the “Employment Agreement Amendments”). The Employment Agreement Amendments amend the base salaries earned by Messrs. Sanfilippo and Ruisanchez and Mses. Shanks and Negrotto.

Pursuant to the Employment Agreement Amendments, beginning on January 1, 2018, Mr. Sanfilippo will earn an annual base salary of $1,500,000, Mr. Ruisanchez will earn an annual base salary of $950,000, Ms. Shanks will earn an annual base salary of $700,000 and Ms. Negrotto will earn an annual base salary of $490,000.

The foregoing summary of the Employment Agreement Amendments is qualified in its entirety by reference to the Employment Agreement Amendments, which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Form 8-K and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

Exhibit 10.1    Third Amendment to Employment Agreement, dated as of December 11, 2017, between Pinnacle Entertainment, Inc. and Anthony M. Sanfilippo
Exhibit 10.2    Third Amendment to Employment Agreement, dated as of December 11, 2017, between Pinnacle Entertainment, Inc. and Carlos A. Ruisanchez
Exhibit 10.3    Fourth Amendment to Employment Agreement, dated as of December 11, 2017, between Pinnacle Entertainment, Inc. and Virginia E. Shanks
Exhibit 10.4    First Amendment to Employment Agreement, dated as of December 11, 2017, between Pinnacle Entertainment, Inc. and Donna S. Negrotto


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.

 

  PINNACLE ENTERTAINMENT, INC.
  (Registrant)
Date: December 11, 2017   By:  

/s/ Elliot D. Hoops

   

Elliot D. Hoops

Vice President and Legal Counsel

Exhibit 10.1

THIRD AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (“Third Amendment”) is made the 11 th day of December, 2017 by and between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and Anthony M. Sanfilippo, an individual (“Executive”), with respect to the following facts and circumstances:

RECITALS

The Company and Executive entered into an Employment Agreement on August 18, 2014 (the “Original Agreement”), which was amended by the First Amendment to Employment Agreement on December 16, 2014 and the Second Amendment to Employment Agreement on December 21, 2015 (collectively, with the Original Agreement, the “Employment Agreement”).

The Company and Executive desire to amend the Employment Agreement pursuant to the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

AMENDMENT

1. Effective as of January 1, 2018, Article 3, Section 3.1 of the Employment Agreement (Base Salary) is hereby deleted in its entirety and replaced with the following new Article 3, Section 3.1:

“3.1 Base Salary . In consideration for Executive’s services hereunder, the Company shall pay Executive an annual base salary at the rate of One Million Five Hundred Thousand Dollars ($1,500,000) per year effective as of January 1, 2018 through the end of the Term, subject to increase at the discretion of the Compensation Committee of the Board (the “Committee”), payable in accordance with the Company’s regular payroll schedule from time to time (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings). Executive shall not receive any compensation for services as a member of the Board.”

2. Except as modified herein, all other terms of the Employment Agreement shall remain in full force and effect. In the event of a conflict between the terms of the Employment Agreement and this Third Amendment, the terms of this Third Amendment shall apply. No modification may be made to the Employment Agreement or this Third Amendment except in writing and signed by both the Company and Executive.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]


IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the date first written above.

 

EXECUTIVE     PINNACLE ENTERTAINMENT, INC.

/s/ Anthony M. Sanfilippo

    By:  

/s/ Donna S. Negrotto

Anthony M. Sanfilippo       Donna S. Negrotto, Executive Vice President,
      General Counsel and Secretary

Exhibit 10.2

THIRD AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (“Third Amendment”) is made the 11 th day of December, 2017 by and between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and Carlos A. Ruisanchez, an individual (“Executive”), with respect to the following facts and circumstances:

RECITALS

The Company and Executive entered into an Employment Agreement on October 13, 2014 (the “Original Agreement”), which was amended by the First Amendment to Employment Agreement on December 16, 2014 and the Second Amendment to Employment Agreement on December 15, 2016 (collectively, with the Original Agreement, the “Employment Agreement”).

The Company and Executive desire to amend the Employment Agreement pursuant to the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

AMENDMENT

1. Effective as of January 1, 2018, Article 3, Section 3.1 of the Employment Agreement (Base Salary) is hereby deleted in its entirety and replaced with the following new Article 3, Section 3.1:

“3.1 Base Salary . In consideration for Executive’s services hereunder, the Company shall pay Executive an annual base salary at the rate of Nine Hundred Fifty Thousand Dollars ($950,000) per year effective as of January 1, 2018 through the end of the Term; payable in accordance with the Company’s regular payroll schedule from time to time (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings).”

2. Except as modified herein, all other terms of the Employment Agreement shall remain in full force and effect. In the event of a conflict between the terms of the Employment Agreement and this Third Amendment, the terms of this Third Amendment shall apply. No modification may be made to the Employment Agreement or this Third Amendment except in writing and signed by both the Company and Executive.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]


IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the date first written above.

 

EXECUTIVE     PINNACLE ENTERTAINMENT, INC.

/s/ Carlos A. Ruisanchez

    By:  

/s/ Anthony M. Sanfilippo

Carlos A. Ruisanchez       Anthony M. Sanfilippo, Chief Executive Officer

Exhibit 10.3

FOURTH AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (“Fourth Amendment”) is made the 11 th day of December, 2017 by and between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and Virginia E. Shanks, an individual (“Executive”), with respect to the following facts and circumstances:

RECITALS

The Company and Executive entered into an Employment Agreement on October 13, 2014 (the “Original Agreement”), which was amended by the First Amendment to Employment Agreement on December 18, 2014, the Second Amendment to Employment Agreement on December 21, 2015 and the Third Amendment to Employment Agreement on December 15, 2016 (collectively, with the Original Agreement, the “Employment Agreement”).

The Company and Executive desire to amend the Employment Agreement pursuant to the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

AMENDMENT

1. Effective as of January 1, 2018, Article 3, Section 3.1 of the Employment Agreement (Base Salary) is hereby deleted in its entirety and replaced with the following new Article 3, Section 3.1:

“3.1 Base Salary . In consideration for Executive’s services hereunder, the Company shall pay Executive an annual base salary at the rate of Seven Hundred Thousand Dollars ($700,000) per year effective as of January 1, 2018 through the end of the Term; payable in accordance with the Company’s regular payroll schedule from time to time (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings).”

2. Except as modified herein, all other terms of the Employment Agreement shall remain in full force and effect. In the event of a conflict between the terms of the Employment Agreement and this Fourth Amendment, the terms of this Fourth Amendment shall apply. No modification may be made to the Employment Agreement or this Fourth Amendment except in writing and signed by both the Company and Executive.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]


IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed as of the date first written above.

 

EXECUTIVE     PINNACLE ENTERTAINMENT, INC.

/s/ Virginia E. Shanks

    By:   

/s/ Anthony M. Sanfilippo

Virginia E. Shanks        Anthony M. Sanfilippo, Chief Executive Officer

Exhibit 10.4

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) is made the 11 th day of December, 2017 by and between Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), and Donna S. Negrotto, an individual (“Executive”), with respect to the following facts and circumstances:

RECITALS

The Company and Executive entered into an Employment Agreement on May 23, 2016 (the “Employment Agreement”).

The Company and Executive desire to amend the Employment Agreement pursuant to the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

AMENDMENT

1. Effective as of January 1, 2018, Article 3, Section 3.1 of the Employment Agreement (Base Salary) is hereby deleted in its entirety and replaced with the following new Article 3, Section 3.1:

“3.1 Base Salary . In consideration for Executive’s services hereunder, the Company shall pay Executive an annual base salary at the rate of Four Hundred Ninety Thousand Dollars ($490,000) per year effective as of January 1, 2018 through the end of the Term; payable in accordance with the Company’s regular payroll schedule from time to time (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings).”

2. Except as modified herein, all other terms of the Employment Agreement shall remain in full force and effect. In the event of a conflict between the terms of the Employment Agreement and this First Amendment, the terms of this First Amendment shall apply. No modification may be made to the Employment Agreement or this First Amendment except in writing and signed by both the Company and Executive.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]


IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the date first written above.

 

EXECUTIVE     PINNACLE ENTERTAINMENT, INC.

/s/ Donna S. Negrotto

    By:  

/s/ Anthony M. Sanfilippo

Donna S. Negrotto       Anthony M. Sanfilippo, Chief Executive Officer