Full House Resorts Inc

This management proposal asks shareholders to approve an amended and restated Certificate of Incorporation that clarifies and revises the company’s Director Service Provisions to address director qualifications, disqualifications, and automatic removal in the context of gaming regulation. Management is seeking shareholder approval to codify definitions such as “Disqualified Director” and to require that directors must not have been found unsuitable or denied licensing by any Gaming Authority either before or during their service. The proposed charter amendments would provide that a Director Disqualification Event — e.g., a finding of unsuitability or denial of a license by a Gaming Authority — automatically effects resignation/removal without further stockholder or board action, which shifts certainty and speed to the process of addressing regulatory disqualifications. The board frames this change as aligning the Company’s governance documents with Delaware corporate law, common-law interpretations, and the gaming laws and regulatory regimes that govern its operations, reducing ambiguity and operational risk. For a company operating in heavily regulated jurisdictions, automatic removal mechanics can reduce regulatory exposure and administrative delay, but they also reduce board discretion and could accelerate turnover of directors following regulatory determinations. The proposal is technical and governance-focused rather than financially dilutive, and the amended charter also updates administrative provisions such as the registered office address and authorized share counts. The board recommends a vote FOR on grounds that these clarifications protect the company’s ability to maintain required gaming licenses and contracts and increase regulatory compliance certainty. Shareholders should weigh the governance trade-offs: increased regulatory alignment and operational certainty versus reduced flexibility for the board to make case-by-case judgments about director suitability. Ultimately, management argues these amendments are prudent risk-management measures given the company’s exposure to multiple state gaming authorities and the specialized licensing environment in which it operates.

This advisory ‘Say on Pay’ proposal requests a non-binding shareholder vote to approve the Company’s named executive officer compensation as disclosed in the proxy. Management seeks endorsement of a compensation program it describes as pay-for-performance, using formula-based annual bonuses tied to Adjusted EBITDA and individual goals and a significant long-term equity component (time-based and performance-based awards) to align management with shareholder interests. The compensation committee (comprised of independent directors) designs and reviews pay using a peer group and independent consultant recommendations and retains discretion to adjust awards; it also enforces governance controls like clawbacks, stock ownership guidelines, and prohibition on hedging. Although advisory and non-binding, a favorable outcome is intended to validate the structure and metrics used, while a negative outcome would prompt review and potential adjustments, since the board and compensation committee will consider voting results in future decisions. The disclosure indicates that 2025 annual incentive payouts tied to Adjusted EBITDA were not met, limiting cash bonuses under that metric, while certain qualitative goals yielded discretionary payouts; multi-year performance conditions apply to many equity grants. The board recommends a vote FOR to demonstrate shareholder support for the Company's approach to aligning executive incentives with long-term value creation, but acknowledges the advisory nature of the vote. Investors should evaluate both the program design and historical realizations, including the mix of cash vs equity, performance metric rigor, and recent outcomes, when deciding whether to support the resolution.