Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On March 27, 2017, Empire Resorts, Inc. (the Company) appointed Ryan Eller as the Companys President and Chief Operating
Officer effective immediately. Mr. Eller was appointed to the same position in each of the Companys subsidiaries and such appointments will also be effective as of March 27, 2017.
Prior to joining the Company, from June 2013 to March 2017, Mr. Eller served in various executive officer positions with Genting New York
LLC (Genting NY), which operates Resorts World Casino New York City (RWNYC). From June 2013 to October 2014, Mr. Eller served as chief financial officer and from October 2014 to March 2017, Mr. Eller served as
president of Genting NY. During his tenure at Genting NY, Mr. Eller oversaw RWNYCs planning with respect to a $315 million expansion to add 1,000 video lottery terminals, a new hotel and convention complex. Concurrently with his position
at Genting NY, from October 2014 to March 2017, Mr. Eller served as senior vice president of development of Genting Americas Inc. (Genting Americas), an indirect, wholly-owned subsidiary of Genting Malaysia Berhad (Genting
Malaysia), which is also the parent entity of Genting NY. In his role with Genting Americas, Mr. Eller oversaw the design and development of the Resorts World Las Vegas integrated resort, a $4 billion project on the Las Vegas Strip. From
September 2012 to June 2013, Mr. Eller served as executive vice president and chief financial officer of Choctaw Resort Development Enterprise, a wholly-owned enterprise of the Mississippi Band of Choctaw Indians, which operates three casinos
including the Pearl River Resort, a fully integrated casino and resort facility that includes two casinos, a golf course and waterpark in Choctaw, Mississippi. In this role, Mr. Eller was responsible for the overall financial operations of the
Choctaws gaming and resort enterprises as well as a restructuring of the propertys operations following an extended period of distress. From September 2007 to September 2012, Mr. Eller served as treasurer and executive director of
finance of PCI Gaming Authority, a business enterprise created by the Poarch Band of Creek Indians, where he helped design, open and operate three casino and hotels representing capital investments over $600 million. At PCI Gaming Authority,
Mr. Eller also directed operations and oversaw efforts to acquire and integrate pari-mutuel wagering facilities in Florida and Alabama. From 2006 to 2007, Mr. Eller served as regional manager, planning and analysis at Caesars
Entertainment, Inc., where he led a team responsible for strategic, operational and marketing analysis. Mr. Eller served in the United States Marine Corps from 1997 to 2004 where he attained the rank of Major, holds an MBA with honors from
Harvard Business School and a bachelors degree with distinction from the U.S. Naval Academy.
There is no arrangement or
understanding between Mr. Eller and any other person pursuant to which he was selected as an officer of the Company. Additionally, there is no family relationship between any director or executive officer of the Company and Mr. Eller.
Genting NY and Genting Americas, with which Mr. Eller held officer positions during the last three years, and Genting Malaysia are affiliates of Tan Sri Lim Kok Thay. Mr. Lim is a beneficiary of, and indirectly controls, Kien Huat Realty
III Limited, the Companys largest stockholder.
The Company and Mr. Eller have entered into an employment agreement, dated as of
March 27, 2017 (the Eller Employment Agreement) in connection with Mr. Ellers appointment as President and Chief Operating Officer. Mr. Ellers employment agreement provides for a term ending on
February 28, 2021 unless the relationship is earlier terminated by either party in accordance with the provisions of the Eller Employment Agreement. Mr. Eller will receive an annual base salary of $600,000 and will be eligible to receive
such incentive compensation and bonuses at the discretion of the compensation committee of the Companys Board of Directors. Mr. Eller will receive a monthly housing allowance in the amount of $1,600 plus utility expenses. In addition, the
Company will lease or purchase an automobile for Mr. Ellers sole and exclusive use, and be responsible for the payment of certain expenses related to that vehicle, with an approximate monthly value not to exceed $1,500.
In the event that the Company terminates Mr. Ellers employment with Cause (as defined in the Eller Employment Agreement) or
Mr. Eller resigns without Good Reason (as defined in the Eller Employment Agreement), the Companys obligations are limited generally to paying Mr. Eller his base salary, unpaid expenses and any benefits to which Mr. Eller is
entitled through the termination date (collectively Accrued Obligations). In the event Mr. Ellers employment is terminated as a result of death or disability, Mr. Eller or his estate, as the case may be, is entitled to
receive the Accrued Obligations and any unvested options held by Mr. Eller shall become vested immediately and remain exercisable through the remainder of its original term. In the event that the Company terminates Mr. Ellers
employment without Cause or Mr. Eller resigns with Good Reason, the Company is obligated to pay (i) the Accrued Obligation, (ii) a pro rata portion of any bonus awarded pursuant to a bonus plan in which he is a participant (based on
the days worked during the applicable year) and (iii) Mr. Ellers compensation for the lesser of (A) 18 months or (B) the remainder of the term of the agreement and accelerate the vesting of the options granted in
contemplation of the agreement, which options shall remain exercisable through the remainder of its original term. In the event that the Company terminates Mr. Ellers employment without Cause or Mr. Eller resigns with Good Reason on
or following a Change of Control (as defined in the Eller Employment Agreement), the Company is obligated to pay (i) the Accrued Obligations, (ii) a pro rata portion of any bonus awarded pursuant to a bonus plan in which he is a
participant, and (iii) Mr. Ellers compensation for the greater of (A) 24 months or (B) the remainder of the term of the agreement and accelerate the vesting of the options held by Mr. Eller, which options shall remain
exercisable through the remainder of their original term.
The Company has agreed to customary indemnification for Mr. Eller for any
claims arising out of his service to the Company. In addition, Mr. Eller agreed to non-competition and non-solicitation provisions that extend for a post-termination period ranging from three months to one year following the date of termination
depending on the reason for termination. Notwithstanding the foregoing, following the termination of the Eller Employment Agreement, Mr. Eller shall be entitled to be employed by, consult with or participate in the management, operation or
control of Genting Berhad, Genting Malaysia, Genting Hong Kong Limited, or affiliates thereof, or any other entity in which Mr. Lim or any member of the Lim family has, directly or indirectly, invested, without the prior written consent of the Board
of Directors of the Company. Mr. Eller has also agreed to customary terms concerning the protection and confidentiality of company information.
As a result of Mr. Ellers appointment as Chief Operating Officer, Ms. Laurette Pitts will no longer serve as Chief Operating Officer of
the Company. Ms. Pitts will continue to serve as the Companys Executive Vice President and Chief Financial Officer.
This summary description is qualified in its entirety by reference to the Eller Employment
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A press release announcing Mr. Ellers appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.