Current Report Filing (8-k)
10 November 2017 - 9:12AM
Edgar (US Regulatory)
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): November 7, 2017
G
OLDEN
E
NTERTAINMENT
, I
NC
.
(Exact name of registrant as specified in its charter)
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Minnesota
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000-24993
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41-1913991
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6595 S Jones Blvd., Las Vegas, Nevada
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89118
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (702)
893-7777
Not Applicable
(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On November 7, 2017, the Compensation Committee of the Board of Directors
of Golden Entertainment, Inc. (the Company) approved the payment of a cash bonus to Mr. Charles H. Protell, the Companys Executive Vice President, Chief Strategy Officer and Chief Financial Officer, and the issuance of
restricted stock units to Mr. Blake L. Sartini, the Companys Chairman, President and Chief Executive Officer, Mr. Stephen A. Arcana, the Companys Executive Vice President and Chief Operating Officer, and
Mr. Protell. The cash bonus and restricted stock units were awarded in recognition of the outstanding performance of Messrs. Sartini, Protell and Arcana in connection with the Companys recently completed acquisition of American
Casino & Entertainment Properties, LLC and the financing transaction associated with the acquisition. Specifically, the Compensation Committee approved: (i) a cash bonus of up to $1.5 million for Mr. Protell, with
$1.0 million of such bonus payable promptly, and $500,000 of such bonus payable in February 2019 subject to the Companys attainment of an adjusted earnings before interest, taxes, depreciation and amortization (Adjusted
EBITDA) target for fiscal year 2018; and (ii) the issuance of restricted stock units as follows: Mr. Sartini, 26,911 units; Mr. Protell 17,940 units; and Mr. Arcana, 17,940 units. The vesting of the restricted stock units
is subject to the Companys attainment of an Adjusted EBITDA target for fiscal year 2020, and if such target is attained, the restricted stock units will then vest in three equal installments, with the first installment vesting on the date of
the Compensation Committees certification of the Companys 2020 results and the remaining two installments vesting on October 20, 2021 and 2022, respectively.
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 thereunto duly authorized.
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GOLDEN ENTERTAINMENT, INC.
(Registrant)
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Date: November 9, 2017
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/s/ Charles H. Protell
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Name:
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Charles H. Protell
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Title:
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Executive Vice President, Chief Strategy Officer and Chief Financial Officer
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