Not independent
Tenure on this board
10.7 yrs
5 nominees · 3 ballot items.
Election of five directors; advisory approval of named executive officer compensation (say-on-pay); ratification of Ernst & Young LLP as independent registered public accounting firm.
Elect five nominees to the board to serve until their successors are duly elected and qualified.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote approving the compensation of the named executive officers (NEOs) as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables. Management is seeking this vote because Section 14A of the Exchange Act requires an annual advisory vote on executive compensation; although non-binding, the Board and Compensation Committee will consider the voting outcome when making future pay decisions. The vote is contextualized by the Company’s executive compensation philosophy emphasizing alignment with shareholder value through base salary, annual cash incentives, stock options, and restricted stock, as described in the CD&A. The Compensation Committee highlights pay practices intended to mitigate risk, including clawback policies, stock ownership guidelines, independent consultant engagement, and vesting schedules. Management recommends a vote FOR and justifies this recommendation by stating that the committee believes the policies and procedures have been effective in achieving compensation objectives and align with the Company’s performance and strategic objectives. Company-specific context includes past strong shareholder support (98.69% approval in 2025), recent equity awards to NEOs in 2025, and the presence of Fertitta family control which concentrates voting power and may influence outcomes and governance dynamics. The outcome is advisory only but is used to inform future compensation decisions.
Ratify the board-appointed Ernst & Young LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BAMCO INC /NY/ | 12.9% | 13,412,846 | $716M |
| 2 | BlackRock, Inc. | 4.8% | 5,059,141 | $270M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.4% | 3,543,343 | $189M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.2% | 2,318,528 | $124M |
| 5 | DIAMOND HILL CAPITAL MANAGEMENT INC | 1.8% | 1,890,597 | $101M |
| 6 | STATE STREET CORP | 1.8% | 1,861,875 | $99M |
| 7 | Invesco Ltd. | 1.7% | 1,730,997 | $92M |
| 8 | BlackRock, Inc. | 1.4% | 1,448,103 | $77M |
| 9 | FULLER THALER ASSET MANAGEMENT, INC. | 1.2% | 1,298,973 | $69M |
| 10 | WESTFIELD CAPITAL MANAGEMENT CO LP | 1.2% | 1,228,158 | $66M |
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