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): May 15, 2025
FULL HOUSE RESORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-32583 |
| 13-3391527 |
(State or other jurisdiction | | (Commission | | (I.R.S. Employer |
One Summerlin |
| 89135 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (702) 221-7800
| | |
| 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))
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common stock, $0.0001 par value per share | | FLL | | The Nasdaq Stock Market LLC |
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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers |
On May 16, 2025, Full House Resorts, Inc. (the “Company”) entered into an Amendment to Employment Agreement (the “Amendment”) with Lewis Fanger, which amends the Employment Agreement dated May 19, 2022 between the Company and Mr. Fanger (the “Employment Agreement”). Pursuant to the Amendment, the term of the Employment Agreement was extended to August 4, 2025. The effective date of the Amendment is May 15, 2025. Except as set forth in the Amendment, the Employment Agreement is unaffected and shall continue in full force and effect in accordance with its terms.
A copy of the Amendment is filed with this Form 8-K and attached hereto as Exhibit 10.1. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 15, 2025, the Company held its Annual Meeting of Stockholders. A total of 31,037,475 shares (86.3% of shares outstanding as of the record date) of the Company’s common stock were present or represented by proxy at the meeting. The results of stockholder voting on the three proposals presented were as follows:
Proposal 1 – Stockholders elected the following seven directors nominated by the board of directors, to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified:
| | | | | | | | |
Director Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
Carl G. Braunlich | | 19,420,238 | | 2,461,643 | | 35,573 | | 9,120,021 |
Lewis A. Fanger | | 20,026,600 | | 1,855,081 | | 35,773 | | 9,120,021 |
Eric J. Green | | 20,120,546 | | 1,762,082 | | 34,826 | | 9,120,021 |
Lynn M. Handler | | 19,391,201 | | 2,467,442 | | 58,811 | | 9,120,021 |
Daniel R. Lee | | 18,979,825 | | 2,902,306 | | 35,323 | | 9,120,021 |
Kathleen M. Marshall | | 19,443,808 | | 2,438,821 | | 34,825 | | 9,120,021 |
Michael P. Shaunnessy | | 19,438,074 | | 2,444,354 | | 35,026 | | 9,120,021 |
Proposal 2 – Stockholders approved the 2025 Equity Incentive Plan:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
17,007,799 | | 3,169,070 | | 1,740,585 | | 9,120,021 |
Proposal 3 – Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
30,942,371 | | 58,323 | | 36,781 | | — |
Proposal 4 – Stockholders approved, on an advisory basis, the Company’s named executive officer compensation as disclosed in the 2025 proxy statement:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
18,213,367 | | 3,136,094 | | 567,993 | | 9,120,021 |
Proposal 5 – Stockholders approved, on an advisory basis, the frequency of every year for future advisory votes on the compensation of the Company’s named executive officers:
| | | | | | |
1 Year | | 2 Years | | 3 Years | | Abstain |
19,999,018 | | 31,740 | | 1,781,303 | | 105,393 |
Consistent with the results of the advisory vote on the frequency of future votes on executive compensation set forth in Proposal 5 above, the Company’s Board of Directors has determined that the Company will continue to hold future advisory votes on executive compensation every year until the next required vote on the frequency of such votes.
Item 9.01 | Financial Statements and Exhibits |
| | | |
(d) | Exhibits | | |
| No. | | Description |
| 10.1 | | |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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.
|
| Full House Resorts, Inc. |
| | |
Date: May 16, 2025 | | /s/ Lewis A. Fanger |
| | Lewis A. Fanger, Senior Vice President, Chief Financial Officer & Treasurer |