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) |
Registrants 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 Companys Chief Executive Officer, Carlos A. Ruisanchez, the Companys President and Chief Financial Officer, Virginia E. Shanks, the Companys Executive Vice President and Chief Administrative Officer, and Donna S. Negrotto, the Companys 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.
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 Executives 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 Companys 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 Executives 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 Companys 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 Executives 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 Companys 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 Executives 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 Companys 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 |