Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2017 Annual Meeting of Stockholders (the "2017 Annual Meeting") of
Monarch Casino & Resort, Inc. (the "Company") held on June 14, 2017, the
Company's stockholders, upon recommendation of the Board of Directors, approved
an amendment to the Company's 2014 Equity Incentive Plan to increase the number
of shares of common stock reserved for issuance under the plan by 1,200,000.
The principal terms of the 2014 Equity Incentive Plan as amended are described
in the Company's proxy statement for the 2017 Annual Meeting, filed with the
Securities and Exchange Commission on April 28, 2017, which description is
incorporated herein by reference and is qualified in its entirety by reference
to the full text of the 2014 Equity Incentive Plan, as amended, a copy of which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in
this Item 5.02 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 14, 2017, the Company held its 2017 Annual Meeting. A total of
16,025,154 shares (91.6% 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 four proposals presented were as
(1) Proposal 1 - Stockholders elected the two directors nominated by the board of
directors, to serve until the 2019 annual meeting of stockholders or until
his or her successor is elected and qualified, or until such director's
earlier death, resignation or removal.
Director Nominee For Against Abstain Broker Non-Vote
Bob Farahi 11,259,510 4,764,803 841 0
Yvette E. Landau 15,898,154 126,745 255 0
(2) Proposal 2 - Stockholders approved an amendment to the Company's 2014 Equity
Incentive Plan to increase the number of shares of common stock reserved for
issuance under the plan.
For Against Abstain Broker Non-Vote
15,336,946 681,794 6,414 0
(3) Proposal 3 - Stockholders approved, on a non-binding advisory basis, a
resolution approving the executive compensation of the Company's named
executive officers, which is commonly referred to as a "say-on-pay" vote.
For Against Abstain Broker Non-Vote
15,876,354 137,392 11,408 0
(4) Proposal 4 - Stockholders approved, on a non-binding advisory basis, that
future "say-on-pay" votes be held every year.
Every Year Every Two Years Every Three Years Abstentions
7,415,663 12,273 6,445,040 2,152,178
Item 7.01 Regulation FD Disclosure.
On June 14, 2017, John Farahi, the Company's Chief Executive Officer, and David
Farahi, the Company's Chief Operating Officer, addressed the stockholders at the
2017 Annual Meeting. Among other things, Mr. John Farahi gave an update with
respect to the ongoing construction of the hotel tower at the Company's Monarch
Casino Black Hawk and advised stockholders that the project is on schedule with
target completion in the second quarter of 2019.
The information under this caption Item 7.01 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
When used in this report and elsewhere by management from time to time, the
words "believes," "anticipates," "expects," "estimates," and similar expressions
are intended to identify forward-looking statements with respect to the
Company's financial condition, results of operations and its business including
our expansion, construction timelines, development activities and debt
refinancing. Certain important factors, including, but not limited to,
construction risks, competition from other gaming operations, factors affecting
the Company's ability to compete, acquisitions of gaming properties,
legalization of additional gaming operations in its markets, leverage, the
inherent uncertainty and costs associated with litigation and governmental and
regulatory investigations, and licensing and other regulatory risks, could cause
the Company's actual results to differ materially from those expressed in its
forward-looking statements. Any changes in the law that would permit the
establishment of gaming operations in or near Denver could materially impact
Monarch Casino Black Hawk operations and could alter, delay or cause the Company
to reconsider our master development plan to expand our Monarch Casino Black
Hawk property. Further information on potential factors which could affect our
financial condition, results of operations and business including, without
limitation, the Company's expansion, development activities, legal proceedings
and employee matters, are included in our filings with the Securities and
Exchange Commission. Readers are cautioned not to place undue reliance on any
forward-looking statements, which speak only as of the date thereof. The Company
undertakes no obligation to publicly release any revisions to such
forward-looking statement to reflect events or circumstances after the date
Item 9.01 Financial Statements and Exhibits.
10.1 Monarch Casino & Resort, Inc. 2014 Equity Incentive Plan, as amended
(incorporated by reference to Appendix A to the Company's Proxy Statement
filed with the U.S. Securities and Exchange Commission on April 28, 2017).
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