UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
Filed by
the Registrant
þ
Filed by
a Party other than the Registrant
¨
Check the
appropriate box:
¨
Preliminary
Proxy Statement
¨
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ
Definitive
Proxy Statement
¨
Definitive
Additional Materials
¨
Soliciting
Material Pursuant to §240.14a-12
CENTURY
CASINOS, INC.
------------------------------------------------
(Name of
Registrant as Specified In Its Charter)
-------------------------------------------------
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
þ
No
fee required.
¨
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of
each class of securities to which transaction applies:
2) Aggregate
number of securities to which transaction applies:
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
4) Proposed
maximum aggregate value of transaction:
5)
Total fee
paid:
¨
Fee
paid previously with preliminary materials.
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
1) Amount
Previously Paid:
2) Form,
Schedule or Registration No.:
3) Filing
Party:
4) Date
Filed:
April 28,
2008
Dear
Securityholder:
We
cordially invite you to attend the Annual Meeting of Securityholders of Century
Casinos, Inc., which will be held at the Century Casino & Hotel, 102 Main
Street, Central City, Colorado on Monday, June 16, 2008, at 8:00 a.m. Mountain
Time (10:00 a.m. Eastern Time, 16:00hrs Central European Time).
At the
meeting, you will be asked to vote on proposals to elect one Class II director,
ratify the appointment of our independent registered public accounting firm and
consider other business as may properly come before the meeting.
Enclosed
is a notice of the Annual Meeting, the proxy statement and proxy card along with
a copy of our Annual Report for the 2007 fiscal year.
We
encourage you to read the enclosed proxy statement and vote
promptly. If you attend the Annual Meeting, you may vote in person
even if you previously voted by proxy. Thank you for your interest
and support.
Sincerely,
/s/ Erwin
Haitzmann
Erwin
Haitzmann
Chairman
of the Board
CENTURY
CASINOS, INC.
NOTICE
OF ANNUAL MEETING OF SECURITYHOLDERS
Notice is
hereby given that the Annual Meeting of Securityholders of Century Casinos,
Inc., a Delaware corporation, will be convened at the Century Casino &
Hotel, 102 Main Street, Central City, Colorado on Monday, June 16, 2008, at 8:00
a.m. Mountain Time (10:00 a.m. Eastern Time, 16:00 hrs Central European Time),
for the following purposes:
1.
|
to
elect one Class II director to the Board of
Directors;
|
2.
|
to
ratify the appointment of Grant Thornton LLP as our independent registered
public accounting firm; and
|
3.
|
to
transact such other business as may properly come before the meeting in
accordance with our bylaws or any adjournment or postponement
thereof.
|
Securityholders
are cordially invited to attend the meeting in person or by
calling:
+1 866
682 6100 (U.S. TOLL FREE) or +1 201 499 0416 (INTERNATIONAL).
Securityholders
of record owning shares of our common stock at the close of business on April
21, 2008, are entitled to vote at the meeting. A complete list of these
securityholders will be available for ten days prior to the meeting at the
office of our Corporate Secretary at 1263A Lake Plaza Drive, Colorado Springs,
Colorado 80906, and at the Annual Meeting.
If you
attend, please note that you may be asked to present valid picture
identification, such as a driver’s license. Please also note that if you
hold your shares in “street name” (that is, through a broker or other nominee),
you will need to bring a brokerage statement reflecting your stock ownership as
of the record date and check in at the registration desk at the
meeting. Cameras, recording devices and other electronic devices will not
be permitted at the meeting.
Securityholders
who cannot attend the meeting in person should vote by using the enclosed proxy
card. Please fill in, date, sign and return the enclosed proxy card in the
enclosed envelope so that your shares may be voted at the meeting. If you attend
the meeting, you may revoke your proxy and vote in person. Your vote is
important.
By order
of the Board of Directors,
/s/ Larry
Hannappel
Larry
Hannappel
Senior
Vice President and Corporate Secretary
Colorado
Springs, Colorado
April 28,
2008
CENTURY
CASINOS, INC
.
1263A
Lake Plaza Drive
Colorado
Springs, CO 80906
PROXY
STATEMENT
Annual
Meeting of Securityholders
To
Be Held on June 16, 2008
This
proxy statement is furnished in connection with the solicitation of proxies by
the Board of Directors of Century Casinos, Inc. for the Annual
Meeting of Securityholders (“Annual Meeting”) to be held on Monday, June 16,
2008 at the Century Casino & Hotel, 102 Main Street, Central City, Colorado
at 8:00 a.m. Mountain Time (10:00 a.m. Eastern Time, 16:00 Central European
Time), for the purposes set forth in the accompanying Notice of Annual Meeting
of Securityholders. The enclosed materials were mailed on or about May 5, 2008
to our securityholders of record as of April 21, 2008.
The
matters to be brought before the Annual Meeting are the election of one Class II
director of the Board of Directors, the ratification of Grant Thornton LLP as
our independent registered public accounting firm and the transaction of such
other business that properly comes before the meeting.
All
properly executed proxies received at or prior to the Annual Meeting will be
voted at the Annual Meeting. If a securityholder directs how a proxy is to be
voted with respect to the business coming before the Annual Meeting, the proxy
will be voted in accordance with the securityholder’s directions. If a
securityholder does not direct how a proxy is to be voted, it will be voted in
favor of the election of the nominees to the Board of Directors named in this
proxy statement and for the ratification of Grant Thornton LLP as our
independent registered public accounting firm. A proxy may be revoked at any
time before it is exercised by giving written notice to our Secretary at the
above address or by a subsequently executed proxy. Securityholders may vote
their shares in person if they attend the Annual Meeting, even if they have
executed and returned a proxy. Securityholders will not be able to vote their
shares by phone at the meeting. If no instructions are indicated on the proxy,
the shares will be voted in favor of the proposals presented in this proxy
statement and in the proxy holder’s discretion for any other matters presented
in accordance with our bylaws to be considered at the Annual
Meeting.
Expenses
in connection with the solicitation of proxies in regard to the proposals
brought forward by us and included in this proxy statement will be paid by
us.
Proxies
are being solicited by mail, and, in addition, our directors, officers and
regular employees (who will not receive any additional compensation) may solicit
proxies personally, by telephone, by email, or by special correspondence. We
will reimburse brokerage firms and others for their expenses in forwarding proxy
materials to the beneficial owners of our common stock, including beneficial
owners who hold our Austrian Depositary Certificates, or ADCs.
VOTING
SECURITIES
Only
securityholders of record at the close of business on April 21, 2008 will be
entitled to vote at the Annual Meeting. On that date, there were issued and
outstanding 23,864,067 shares of our $.01 par value common stock, our only class
of voting securities. This number includes 3,442,478 shares of common stock
represented by ADCs. Each share of common stock is entitled to one vote per
share. Cumulative voting in the election of directors is not
permitted.
The
holders of a majority of our issued and outstanding shares of common stock,
represented either in person or by proxy and entitled to vote at the meeting,
will constitute a quorum for the transaction of business at the Annual Meeting.
Of the votes cast at the Annual Meeting, a vote of the holders of a majority of
the common stock present, either in person or by proxy, and entitled to vote, is
required to elect each director nominee and to ratify the appointment of Grant
Thornton LLP as our independent registered public accounting firm for fiscal
year 2008.
In
accordance with Delaware law, a securityholder entitled to vote for the election
of directors can withhold authority to vote for nominees for director.
Abstentions are counted for purposes of determining a quorum to conduct
business, but are ignored in vote tabulation, thereby increasing the number of
votes necessary to approve any proposal. The inspectors of election will treat
broker non-votes, which are shares held by brokers or nominees for which the
broker or nominee has no discretionary power to vote on a particular matter and
for which they have received no instructions from the beneficial owners or
persons entitled to vote, as shares that are present for purposes of determining
the presence of a quorum. However, for purposes of determining the outcome of
any matters as to which the broker has indicated on the proxy that it does not
have discretionary authority to vote, those shares will be treated as not
entitled to vote with respect to that matter (even though those shares may be
entitled to vote on other matters).
All
shares of common stock, including shares underlying the ADCs, will vote as a
single class. Neither our Certificate of Incorporation nor our Bylaws provide
for cumulative voting rights in the election of directors.
SECURITYHOLDER
PROPOSALS
If you
are a securityholder who wishes to present a proposal for inclusion in the proxy
statement and form of proxy for consideration at our 2009 Annual Meeting of
Securityholders, you must submit your proposals to the attention of our
Secretary at our executive office located in Colorado Springs, Colorado, so that
the proposal is received by us no later than December 29, 2008. In order for a
securityholder proposal to be properly considered at the 2009 Annual Meeting,
our Secretary must have received notice of the proposal no sooner than December
18, 2008 and no later than February 16, 2009, in accordance with our amended and
restated bylaws. Proposals received by us after February 16, 2009 will be deemed
untimely and will not be considered at the 2009 Annual Meeting.
SECURITYHOLDER
COMMUNICATIONS AND DIRECTOR NOMINATIONS
Securityholders
or other interested parties may communicate with our Board of Directors, any
individual director, or members of any board committee. Securityholders should
send any communications to
investor@cnty.com
,
and identify the intended recipient or recipients. All communications addressed
to the Board of Directors or any identified director or directors will be
forwarded to the identified person or persons.
In order
to nominate candidates for election to our Board, nominations must be timely
received from a securityholder of record at our executive office located in
Colorado Springs, Colorado as described above under “Securityholder Proposals”,
and must set forth the name, age, business address and residence address of each
nominee, the nominees’ principal occupations or employment, the number of shares
of our common stock owned by each nominee, and any other information regarding
each nominee required to be disclosed by applicable laws. The nomination must
also state the name and address of the securityholder making such nominations
and the number of shares of our common stock owned by such person.
PROPOSAL
1
ELECTION
OF DIRECTOR
Our Board
is divided into three classes of directors as nearly equal in number as
possible. Each director who is elected at an annual meeting will be elected for
a three-year term expiring at the third annual meeting of securityholders after
such director’s election. Accordingly, directors of one class only are elected
at each year’s annual meeting of securityholders. If elected, all nominees are
expected to serve until the expiration of their respective three-year terms or
until their successors are duly elected and qualified. Presently, our Board
consists of five directors comprising the following: (i) two Class I directors,
Mr. Eichberg and Dr. Corbaci, whose terms will expire at the 2010 annual
meeting; (ii) one Class II director, Mr. Hoetzinger, who is standing for
re-election at the 2008 annual meeting; and (iii) two Class III directors, Dr.
Haitzmann and Mr. Schellmann, whose terms will expire at the 2009 annual
meeting.
At the
Annual Meeting, one Class II director will be elected. The Board of Directors
has nominated Peter Hoetzinger for election as the Class II director to serve
for a three year term expiring at the 2011 annual meeting of securityholders.
Proxies cannot be voted for a greater number of directors than the number
nominated.
Mr.
Hoetzinger is presently a member of the Board of Directors, having served
continuously as a director since March 1994. He has indicated a willingness to
serve; however, in the event he should become unable to serve as a director, all
proxies will be voted in accordance with the best judgment of the persons acting
under such proxies.
The
information concerning Mr. Hoetzinger, the nominee for the Class II director, is
set forth below under “Information Concerning Directors.”
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE ABOVE NOMINEE
FOR DIRECTOR.
INFORMATION
CONCERNING DIRECTORS
Information
regarding our Board of Directors as of April 21, 2008 is as
follows:
Name
|
Age
|
Position
Held
|
Director
Since
|
Erwin
Haitzmann
|
54
|
Chairman
of the Board &
Co
Chief Executive Officer
|
March
1994
|
Peter
Hoetzinger
|
45
|
Vice
Chairman of the Board,
Co
Chief Executive Officer & President
|
March
1994
|
Robert
S. Eichberg
|
61
|
Director
|
January
1997
|
Gottfried
Schellmann
|
54
|
Director
|
January
1997
|
Dinah
Corbaci
|
53
|
Director
|
April
2000
|
Erwin Haitzmann
holds a
Doctorate and a Masters degree in Social and Economic Sciences from the
University of Linz, Austria (1980), and has over 30 years of casino gaming
experience ranging from dealer through various casino management positions. Dr.
Haitzmann has been employed full-time by us since May 1993 and has been our
Chief Executive Officer since March 1994.
Peter Hoetzinger
received a
Masters degree from the University of Linz, Austria (1986). Thereafter, he was
employed in several managerial positions in the gaming industry with Austrian
casino companies. Mr. Hoetzinger has been employed full-time by us since May
1993 and has been our Co Chief Executive Officer since March 2005.
Robert S. Eichberg
graduated
from Bradley University in 1968 with a B.S. Degree in Accounting and is a
Certified Public Accountant. He was employed by the public accounting firm of
Deloitte & Touche, LLP from 1974 to 1994, ending his tenure there as tax
partner. From 1994 to 1996, he served as tax partner for the public accounting
firm Price Bednar LLP, before joining the public accounting firm of Causey,
Demgen & Moore, Inc. in September 1996, where he continues to be employed as
shareholder and President.
Gottfried Schellmann
graduated
from University of Vienna with a law degree and is a certified tax advisor in
Austria. After having worked for several firms, including KPMG Germany, as tax
and accounting manager, he formed Schellmann & Partner in 1993, where he
continues to specialize in tax and accounting work for provinces and
municipalities in Austria. He is a member of the International Bar Association.
He is also one of the main co-authors, together with certain officers of the
Austrian Ministry of Finance, of the Austrian corporate tax code.
Dinah Corbaci
holds a
Doctorate degree in Law from the University of Salzburg, Austria (1981). After
one year of practicing on the Austrian Court in Salzburg, she began working for
the Austrian Association of Realtors in Vienna. In 1984 she joined IBM Austria,
where she serves as Account Manager for large governmental customers, with
special focus on e-business for large IBM mainframe hardware and e-government
solutions. During her term of employment at IBM, she has served as eServer
Manager in which position she is responsible for all Austrian governmental
customers concerning their strategic hardware development compliance with
governmental and legal requirements and as Account Manager for Software and
Solutions for Austrian governmental customers.
There are
no family relationships between or among our directors.
We have adopted a Code of Ethics that
applies to all directors. A complete text of this Code of Ethics is available on
our web site (www.cnty.com). Any future amendments to or waivers of the Code of
Ethics will be posted to the Investor Relations-Corporate section of our
website.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information as of April 21, 2008, concerning common
stock ownership by (i) beneficial owners of more than five percent (5%) of our
outstanding common stock that have publicly disclosed their ownership, (ii) each
named executive officer and each member of our Board, and (iii) all of our
officers and directors as a group. The number of shares indicated as
beneficially owned by each person listed below is calculated pursuant to
Rule 13d-3(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Under Rule 13d-3(d), shares not outstanding that are
subject to options, warrants, rights or conversion privileges exercisable within
60 days are deemed outstanding for the purpose of calculating the number
and percentage owned by such person, but are not deemed outstanding for the
purpose of calculating the percentage owned by each other person listed.
Accordingly, share ownership in each case includes shares issuable upon exercise
of outstanding options that are exercisable within 60 days after April 21,
2008. Unless otherwise indicated in the footnotes and subject to community
property laws where applicable, each of the named persons has sole voting and
investment power with respect to the shares shown as beneficially owned. We have
no knowledge of any arrangement that would, at a subsequent date, result in a
change in control of our company.
Title
of Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and
Nature
of beneficial Ownership
|
Percent
of
Class
|
Common
Stock,
$.01
par value
|
Erwin
Haitzmann
c/o
Century Casinos, Inc.
1263A
Lake Plaza Dr.
Colorado
Springs, CO 80906
|
1,628,105
(a)
|
6.7%
|
Common
Stock,
$.01
par value
|
Peter
Hoetzinger
c/o
Century Casinos, Inc.
1263A
Lake Plaza Dr.
Colorado
Springs, CO 80906
|
1,421,105
(b)
|
5.9%
|
Common
Stock,
$.01
par value
|
Robert
S. Eichberg
1801
California St. Ste. 4650
Denver,
CO 80202
|
75,000
(c)
|
*
|
Common
Stock,
$.01
par value
|
Gottfried
Schellmann
Riemerschmidg
30
2340
Maria Enzersdorf,
Austria/Europe
|
95,200
(d)
|
*
|
Common
Stock,
$.01
par value
|
Dinah
Corbaci
Blechturmgasse
28/31
1040
Vienna
Austria/
Europe
|
45,000
(d)
|
*
|
Common
Stock,
$.01
par value
|
Larry
Hannappel
c/o
Century Casinos, Inc.
1263A
Lake Plaza Dr.
Colorado
Springs, CO 80906
|
70,000
(e)
|
*
|
Common
Stock,
$.01
par value
|
Ray
Sienko
c/o
Century Casinos, Inc.
1263A
Lake Plaza Drive
Colorado
Springs, CO 80906
|
15,000
(f)
|
*
|
Title
of Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and
Nature
of beneficial Ownership
|
Percent
of
Class
|
Common
Stock,
$.01
par value
|
All
Executive Officers and Directors
as
a Group (seven persons)
|
3,349,410
|
13.5%
|
Common
Stock,
$.01
par value
|
Wells
Fargo & Company
420
Montgomery Street
San
Francisco, CA 94163
|
2,406,956
(g)
|
10.1%
|
Common
Stock,
$.01
par value
|
Janus
Capital Management LLC
151
Detroit Street
Denver,
CO 80206
|
2,109,947
(h)
|
8.8%
|
Common
Stock,
$.01
par value
|
Thomas
Graf
Liechtensteinstrasse
54
A-2344
Maria Enzersdorf
Austria/Europe
|
2,000,000
(i)
|
8.4%
|
Common
Stock,
$.01
par value
|
William
Blair & Company, L.L.C.
222
W. Adams
Chicago,
IL 60606
|
1,501,850
(j)
|
6.3%
|
(a)
|
Includes
528,105 shares, subject to non-statutory options. All shares reported are
indirectly owned and held by The Haitzmann Family Foundation (See “Certain
Relationships and Related
Transactions”).
|
(b)
|
Includes
321,105 shares, subject to non-statutory options. All shares reported are
indirectly owned and held by The Hoetzinger Family Foundation (See
“Certain Relationships and Related
Transactions”).
|
(c)
|
Includes
an option to purchase 20,000
shares.
|
(d)
|
Includes
an option to purchase 8,000 shares.
|
(e)
|
Includes
an option to purchase 27,500
shares.
|
(f)
|
Includes options
to purchase 15,000 shares.
|
(g)
|
As
reported on Schedule 13G/A filed with the Securities and Exchange
Commission on February 12, 2008.
|
(h)
|
As
reported on Schedule 13G/A filed with the Securities and Exchange
Commission on February 14, 2008.
|
(i)
|
As
reported on Schedule 13G/A filed with the Securities and Exchange
Commission on February 14,
2008.
|
(j)
|
As
reported on Schedule 13G/A filed with the Securities and Exchange
Commission on January 9, 2008.
|
CERTAIN
INFORMATION REGARDING THE BOARD OF DIRECTORS
The Board
of Directors held two meetings during 2007 and on several occasions executed
unanimous written consents in lieu of meetings, in accordance with Delaware law.
Each director attended at least 75% of the meetings of the Board of Directors
and of each committee on which he or she sits. A majority of our directors are
independent directors, as required by the NASDAQ listing standards. Our Board of
Directors determines whether a director is independent through a broad
consideration of facts and circumstances, including an assessment of the
materiality of any relation between us and a director not merely from the
director’s standpoint, but also from that of persons or organizations with which
the director has an affiliation. In making this determination, the Board of
Directors adheres to the independence criteria defined by the NASDAQ listing
standards and applicable Securities and Exchange Commission rules. Using these
standards, our Board of Directors has determined that Robert S. Eichberg,
Gottfried Schellmann and Dinah Corbaci qualify as independent
directors.
Our
policy regarding attendance by members of the Board of Directors at our annual
meeting of securityholders is to encourage directors to attend, either in person
or by teleconference, subject to their availability during that
time. In 2007, four members of the board attended the annual
meeting.
We have
an Audit Committee of the Board of Directors, which is comprised of Robert S.
Eichberg (Chairman), Gottfried Schellmann and Dinah Corbaci and which is
governed by an Amended and Restated Charter and Powers of the Audit Committee, a
current copy of which can be found at
www.cnty.com
. The
Audit Committee selects and appoints our independent registered public
accounting firm, reviews the performance of the independent registered public
accounting firm, and approves the fees of the independent registered public
accounting firm. The Audit Committee also reviews the independence of such
accountants, our annual and quarterly financial statements and our system of
internal controls. During 2007, the Audit Committee held four
meetings.
The Board
of Directors and the Audit Committee believe that the Audit Committee’s current
composition satisfies the applicable rules and pronouncements of NASDAQ and the
Securities and Exchange Commission that govern audit committee selection,
experience, and composition, including the requirement that all audit committee
members be “independent directors,” as that term is defined by such rules. The
Board of Directors has also determined that Robert S. Eichberg is an “audit
committee financial expert,” as defined in applicable regulations of the
Securities and Exchange Commission.
The
Compensation Committee of the Board of Directors is comprised of Dinah Corbaci
and Gottfried Schellmann. The Compensation Committee sets the
compensation to be paid to each of our executive officers on an annual basis and
periodically sets compensation for our non-employee directors. The Compensation
Committee operates pursuant to a written charter that was adopted by the Board,
a current copy of which can be found at
www.cnty.com
.
The
Compensation Committee has responsibility to: (i) develop guidelines and review
the compensation and performance of our executive officers, review and approve
corporate goals relevant to the compensation of our executive officers in light
of our goals and objectives, set the Co Chief Executive Officers’ and other
executive officers’ compensation based on this evaluation; (ii) make
recommendations to the Incentive Plan Committee with respect to
incentive-compensation plans and equity-based plans; (iii) develop plans for
management succession; (iv) review major organizational and staffing matters;
(v) review director compensation levels and practices, and recommend, from time
to time, changes in such compensation levels and practices to the Board; (vi)
annually review and reassess the adequacy of the Compensation Committee’s
charter and recommend any proposed changes to the Board for approval; (vii)
annually review the Compensation Committee’s own performance; and (viii) perform
any other activities consistent with the Compensation Committee’s charter, our
bylaws and applicable laws, rules and regulations that the Compensation
Committee or the Board of Directors deem appropriate.
The
Compensation Committee has the discretion to modify the recommendations and make
the final decisions regarding material compensation to senior executives,
including base pay, incentive pay (bonus) and equity awards.
In
fulfilling its responsibilities, the Compensation Committee may delegate any of
its responsibilities to one or more subcommittees or to one of its members as
the Compensation Committee may deem appropriate in its sole discretion, to the
extent permitted by law, NASDAQ rules and other rules and regulations. In
addition, the Compensation Committee may engage external compensation
consultants to assist in setting executive compensation, but did not do so in
2007. During 2007, the Compensation Committee held two meetings.
We have
no standing nominating committee. All of the directors participate in the
consideration of director nominees, but our nominations must be approved by a
majority of the independent directors in order to be presented to the
securityholders. The Board does not have an express policy with regard to the
consideration of any director candidates recommended by securityholders because
Delaware law permits any securityholder to nominate director candidates, and the
Board believes that it can adequately evaluate any such nominees on a case by
case basis. The Board will consider director candidates nominated by
securityholders in accordance with the procedures set forth under
“Securityholder Communications and Director Nominations” above, and will
evaluate securityholder-recommended candidates under the same criteria as
internally generated candidates.
The
general criteria that the Board uses to select nominees are:
·
|
Such
individual’s reputation for integrity, honesty and adherence to high
ethical standards;
|
·
|
Demonstrated
business acumen;
|
·
|
Experience
and ability to exercise sound judgments in matters that relate to our
current and long-term objectives;
|
·
|
Willingness
and ability to contribute positively to our decision making
process;
|
·
|
Commitment
to understand us and our industry and to regularly attend and participate
in meetings of the Board and its
committees;
|
·
|
Interest
and ability to understand the sometimes conflicting interests of our
various constituencies, which include securityholders, employees,
customers, governmental units, creditors, and the general
public;
|
·
|
Ability
to act in the interest of all
stakeholders;
|
·
|
Shall
not have, or appear to have, a conflict of interest that would impair the
nominee’s ability to represent the interests of all of our securityholders
and to fulfill the responsibilities of a director;
and
|
·
|
Understanding
the complexity of diverse international business
structures.
|
It is the
Board of Directors’ view, considering our size and the composition of the Board
of Directors, which is comprised of five directors, three of whom are
independent, that the Board of Directors can select nominees to the Board
meeting these criteria without a separate nominating committee.
Directors
who are not our employees nor employees of any of our subsidiaries earn $1,000
for each Board meeting attended and for each gaming application completed.
Directors are reimbursed for expenses reasonably incurred in connection with
their service on the Board.
In
addition, Mr. Eichberg receives $10,000 per year for his work as Chairman of the
Audit Committee. Mr. Schellmann and Dr. Corbaci each receive $3,000
per year for their work as members of the Audit Committee, the Compensation
Committee and the Incentive Plan Committee.
Pursuant
to our 2005 Equity Incentive Plan, directors are eligible for grants of equity
awards. During 2007, we awarded 10,000 options to Mr. Eichberg, 7,500 options to
Mr. Schellmann and 7,500 options to Dr. Corbaci, in each case, with a grant date
fair value of $4.67 per share for their continued participation on our Board.
These options become exercisable on July 3, 2008 and expire on July 2,
2017.
The
following table sets forth the compensation provided by us to non-employee
directors during 2007:
Name
|
Fees
Earned
or
Paid in Cash
($)
(1)
|
Option
Awards
($)
(2)
|
Total
($)
|
Robert
S. Eichberg
|
16,000
|
24,032
|
40,032
|
|
|
|
|
Gottfried
Schellmann
|
11,000
|
18,191
|
29,191
|
|
|
|
|
Dinah
Corbaci
|
11,000
|
18,191
|
29,191
|
(1)
|
Includes
cash payments made to all non-employee Directors for participation in
various meetings.
|
(2)
|
The
value of stock option awards was determined as required by Statement of
Financial Accounting Standard No. 123 (revised 2004), “Share-Based
Payment” (SFAS 123(R)). See Century Casinos, Inc., Annual Report on Form
10-K for the year ended December 31, 2007, Note 10, for details on
assumptions used in the valuation of the awards. Outstanding stock awards
at December 31, 2007 for each non-employee director are as follows: Mr.
Eichberg: 30,000 option awards; Mr. Schellmann: 15,500 option awards; and
Dr. Corbaci: 15,500 option
awards.
|
Notwithstanding
anything to the contrary set forth in any of our filings under the Securities
Act or the Exchange Act, the following report of the Audit Committee shall not
be incorporated by reference into any such filings and shall not otherwise be
deemed filed under such acts.
REPORT
OF THE AUDIT COMMITTEE
OF
THE BOARD OF DIRECTORS
The Audit
Committee has reviewed and discussed with the Company’s management the audited
consolidated financial statements of the Company for the year ended December 31,
2007. The Committee discussed with Grant Thornton LLP, the Company’s independent
auditors, the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committees), as amended by Statement
on Auditing Standards No. 90 (Audit Committee Communications), which included a
discussion of the quality and adequacy of the Company’s internal
controls.
The
Committee has received the written disclosures and the letter from Grant
Thornton LLP required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and has discussed with Grant
Thornton LLP its independence.
Based
upon the review and discussions noted above, the Audit Committee recommended to
the Board of Directors that the Company’s audited consolidated financial
statements be included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2007, which was filed with the Securities and Exchange
Commission on March 17, 2008.
Audit
Committee:
Robert S.
Eichberg, Chairman
Gottfried
Schellmann
Dinah
Corbaci
PROPOSAL
2
RATIFICATION
OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit
Committee of the Board of Directors has appointed Grant Thornton LLP as the
independent registered public accounting firm to audit our consolidated
financial statements for the fiscal year ending December 31, 2008. During 2007,
Grant Thornton LLP served as our independent registered public accounting firm
and also provided certain tax services. Notwithstanding the selection of Grant
Thornton LLP, the Audit Committee, in its discretion, may appoint another
independent registered public accounting firm at any time during the year if the
Audit Committee believes that such a change would be in the best interests of us
and our securityholders. If the appointment is not ratified by our
securityholders, the Audit Committee may reconsider whether it should appoint
another independent registered public accounting firm. A representative of Grant
Thornton LLP is expected to be present at the Annual Meeting, either in person
or via telephone, to respond to appropriate questions and will have an
opportunity to make a statement if the representative desires to do
so.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
The
following table sets forth the aggregate fees billed to us by Grant Thornton LLP
for the years ended December 31, 2007 and 2006:
Fee
Category
|
|
Year
Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
Audit
Fees (1)
|
|
$
|
770,279
|
|
|
$
|
684,734
|
|
Audit
Related Fees
|
|
|
-
|
|
|
|
-
|
|
Tax
Fees (2)
|
|
|
33,828
|
|
|
|
88,709
|
|
All
Other Fees
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
804,107
|
|
|
$
|
773,443
|
|
(1)
|
A
udit
fees consist of fees incurred for professional services rendered for the
audit of our consolidated financial statements included in our Annual
Report on Form 10-K, reviews of the interim consolidated financial
statements included in quarterly reports on Form 10-Q and consents for
filings with the Securities and Exchange
Commission.
|
(2)
|
Tax
fees consist of aggregate fees billed for professional services for tax
compliance, tax advice, and tax
planning.
|
The
amounts shown above include payment of out-of-pocket expenses incurred by Grant
Thornton LLP. Fees of $405,778 had been billed through December 31, 2007, and
the remaining $398,329 was billed subsequent to December 31, 2007.
The Audit
Committee of the Board of Directors concluded that Grant Thornton LLP's
provision of the services generating tax fees is compatible with maintaining
Grant Thornton LLP's independence.
The Audit
Committee approves in advance any and all audit services, including audit
engagement fees and terms, and non-audit services provided to us by our
independent auditors (subject to the de minimis exception for non-audit services
contained in Section 10A (i)(1)(B) of the Exchange Act), all as required by
applicable law or listing standards.
The
independent auditors and our management are required to periodically report to
the Audit Committee the extent of services provided by the independent auditors
and the fees associated with these services.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE RATIFICATION
OF THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008.
The
following Report of the Compensation Committee is not deemed to be “soliciting
material” and should not be deemed “filed” with the Securities and
Exchange Commission or subject to the Securities and Exchange Commission’s proxy
rules or to the liabilities of Section 18 of the Exchange Act. This report shall
not be deemed to be incorporated by reference into any prior or subsequent
filing by the Company under the Securities Act of 1933, as amended (the
“Securities Act”), or the Exchange Act.
REPORT
OF THE COMPENSATION COMMITTEE
The
Compensation Committee has discussed and reviewed the Compensation Discussion
and Analysis with management. Based upon this review and discussion, the
Compensation Committee recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this proxy
statement.
Compensation
Committee:
Dinah
Corbaci
Gottfried
Schellmann
COMPENSATION
DISCUSSION AND ANALYSIS
Overview
of Compensation Goals and Objectives
The
Compensation Committee (the “Committee”) is responsible for setting and
reviewing the compensation of our Co CEO’s and our other executive officers,
including our named executive officers: Erwin Haitzmann, Peter Hoetzinger, Larry
Hannappel and Ray Sienko.
In order
to better align the long-term interests of our executives with our
securityholders and to attract and retain highly qualified executives, our
compensation programs have been designed to provide competitive levels of
compensation that integrate pay with our performance, with an emphasis on
recognizing individual initiative and achievements.
We base
our compensation primarily on performance, with a large portion of potential
compensation dependent upon our successful long-term performance and position in
the gaming industry. The Committee believes that the compensation program for
our senior executives should motivate them to deliver financial results, ensure
that our customers receive excellent service at our properties, facilitate the
development of new gaming opportunities and keep a sound financial structure for
our company.
Compensation
Program Design
The
executive compensation program is designed with our executive compensation
objectives in mind and is comprised of fixed and variable pay plans, cash and
non-cash plans, and short and long-term payment structures in order to recognize
and reward executives for their contributions to us today and in the
future.
Our
current short-term executive compensation structure consists of base salary and
annual incentive compensation in the form of cash bonuses. Our long-term
executive compensation consists of equity awards issued under the 2005 Equity
Incentive Plan and life insurance plans.
We
continually assess and evaluate the internal and external competitiveness of all
components of the executive compensation program. Internally, we look at
critical and key positions that are directly linked to our profitability and
viability. We ensure that the appropriate hierarchy of jobs is in place with
appropriate ratios of Chief Executive Officer compensation to other senior
executive compensation. Due to the highly competitive nature of the gaming
industry, it is important for our pay plans to provide us the ability to
internally develop executive talent, retain our executives and recruit highly
qualified senior executives.
Roles
in Establishing Compensation
Internal
Resources
When
determining the pay levels for our Co Chief Executive Officers and our other
senior executives, the Committee solicits advice from internal as well as
external resources. Internal company resources may include, and are not limited
to, our Co Chief Executive Officers, Principal Financial Officer, Chief
Accounting Officer and Director of Human Resources.
Our Co
Chief Executive Officers annually review the performance of our senior
executives and, based on these reviews, recommend to the Committee compensation
for all senior executives. The Committee, however, has the discretion to modify
the recommendations and make the final decisions regarding material compensation
to senior executives, including base pay, incentive pay (bonus) and equity
awards based on this information and information from other internal
resources.
External
Resources
The
Committee considered independent compensation studies and trade publication
studies for the determination of competitive compensation. These
include:
·
|
An
October 2004 independent compensation study prepared by HVS Executive
Search, a firm that specializes in the gaming and hospitality industry,
analyzing the compensation packages of other small and mid cap US casino
and gaming companies;
|
·
|
A
2004 study of management and employee equity incentive participation for
the 200 largest public U.S. industrial and service corporations;
and
|
·
|
A
November 2006 trade publication containing compensation information of
CEOs of 47 gaming industry
companies.
|
Elements
of Compensation
Base
Salary
The
Committee sets base salaries for executive officers at its discretion, based on
a variety of factors in determining base salaries for executive officers,
including:
-
|
the
nature and responsibility of the
position;
|
-
|
the
experience and contribution of the individual
executive;
|
-
|
the
meeting or exceeding of objectives during a particular period
(merit);
|
-
|
additional
duties, responsibilities or organizational
change;
|
-
|
the
amount of international travel; and
|
The
Committee believes that the base salaries of the Co Chief Executive Officers,
which includes amounts paid to Dr. Haitzmann’s and Mr. Hoetzinger’s respective
management companies (see “Executive Employment Agreements”), have been set at
what the Committee believes, based on their knowledge of the gaming industry, to
be fair. The Committee believes that the salaries of our other named executive
officers were also set at fair and competitive levels.
The
Committee reviews Dr. Haitzmann’s and Mr. Hoetzinger’s respective management
agreements from time to time. Because Dr. Haitzmann and Mr. Hoetzinger entered
into management agreements in September 2006, each of which have a 5-year term,
the Committee did not review the agreements in 2007. The Committee is required
to review Mr. Hannappel’s and Mr. Sienko’s salaries on an annual basis, pursuant
to their respective employment agreements. In lieu of a salary increase for
2007, the Committee chose to award each of Mr. Hannappel and Mr. Sienko an
additional discretionary bonus in order to maintain base salaries at previous
levels, which the Committee believes are fair and competitive.
Annual
Incentive Compensation
The
Committee considers salaries and bonuses in determining the competitiveness of
the total compensation package. At the end of our fiscal year, the Committee
reviews and approves all bonus payments which are awarded to our executive
officers on a discretionary basis. Payment of bonuses is discretionary based on
annual discussion by the Committee. In determining whether bonuses should be
made and the amount of such bonuses, the Committee considers, among other
things, growth in fundamental company values, market share, markets served,
international diversification, risk spread, stock price development, revenues,
adjusted EBITDA (earnings before interest, income taxes, depreciation,
amortization, minority interest, pre-opening expenses, non-cash stock based
compensation charges, asset impairment costs, gains (losses) on disposition of
fixed assets, discontinued operations and certain other one-time items), net
earnings, operating margins, positioning of the company for future growth,
comparison to companies in the gaming and entertainment industry that operate
world-wide, and other measurements and performance criteria as the Committee
deems applicable and appropriate, such as our increased international exposure
due to the increase in our international operations (e.g., travel, risks,
health, etc.).
Incentive
awards are made subject to the Committee’s discretion. The Committee may make
adjustments to our overall corporate performance goals and our actual
performance results that may cause differences between the numbers used for our
performance goals and the numbers reported in our financial statements. These
adjustments may exclude all or a portion of both the positive or negative effect
of external events that are outside the control of our executives, such as
natural disasters, litigation, or regulatory changes in accounting or taxation
standards. These adjustments may also exclude all or a portion of
both the positive or negative effect of unusual or significant strategic events
that are within the control or our executives but that are undertaken with an
expectation of improving our long-term financial performance, such as
restructuring, acquisitions, or divestitures.
For the
year ended December 31, 2007, the Committee awarded bonuses of $130,000 each to
Dr. Haitzmann and Mr. Hoetzinger, $90,000 to Larry Hannappel and $30,000 to Ray
Sienko. In 2007, the bonuses for executive officers were based mainly on the
increase in preliminary net operating revenue of 60% and an increase in Adjusted
EBITDA of 50% (our actual net revenue increased 63% and our actual Adjusted
EBITDA increased 67%). For our 2007 bonus determination, the Committee
determined that the decline in our stock price did not follow our operational
performance, but was due to expectations of even better results by certain
analysts and a difficult stock market environment.
Long-term
Incentive Compensation
As
approved by stockholders, the Century Casinos, Inc. 2005 Equity Incentive Plan
(“2005 Plan”) promotes the success and enhances our value by linking the
personal interests of the members of the Board, employees, and senior executives
to those of our securityholders and by providing such individuals with an
incentive for outstanding performance to generate superior returns to our
securityholders. The 2005 Plan is intended to provide flexibility to us in our
ability to motivate, attract and retain the services of key employees. The 2005
Plan provides for the grant of awards to eligible individuals in the form of
stock, restricted stock, stock options, performance units or other stock-based
awards, all as defined in the 2005 Plan. The exercise price of each option grant
is equal to the fair market value of our common stock (based on the closing
price on NASDAQ) on the date of grant. The number of shares covered by any grant
is generally determined by the position, the eligible employee’s salary at the
time of grant, amounts granted in previous years, and the then current stock
price. Grants may be made to reflect increased responsibilities or reward
extraordinary performance.
The
Committee decides on at least an annual basis whether or not to issue option
grants to the executive officers. The amount of equity awards to be issued is
based on the discretion of the Committee. In July 2007, the Committee awarded
Dr. Haitzmann and Mr. Hoetzinger each 200,000 shares of restricted common stock.
Mr. Hannappel and Mr. Sienko were each awarded 10,000 stock options. The
restricted common stock and stock options vest 10% at one year from grant date,
an additional 20% at two years from grant date, an additional 30% at three years
from grant date and an additional 40% at four years from grant date.
The stock options expire
ten years from the date of grant.
The
Committee awarded the shares of restricted stock and the stock options for past
service and as an incentive to continue employment with us. In determining the
basis of the award, the Committee took into account the asset growth and
employee growth of the Company since the last award was made in March 2004. Our
total assets grew from $56.8 million as of March 31, 2004 to $184.1 million as
of March 31, 2007. Since the first quarter of 2004, our operations have
increased from 10 casinos, 2 hotels and approximately 555 employees to 11
casinos, 5 hotels and approximately 1,000 employees
.
In
determining the amount of restricted common stock and stock options to award,
the Committee also referred to a 2004 study of management and employee equity
incentive participation. According to this study of the 200 largest public U.S.
industrial and service corporations, on average 10.0% of the total number of
fully diluted shares of each corporation was reserved for equity incentive
awards. The Committee issued enough awards to remain below this average, with
room to issue additional awards in the future and remain within the industry
average. Subsequent to the issuance of the awards to the named executive
officers, 7.4% of our total number of fully diluted shares was reserved for
equity incentive awards.
Policy
Concerning Tax Deductibility
The
Committee’s policy with respect to qualifying compensation paid to its executive
officers for tax deductibility purposes is that executive compensation plans
will generally be designed and implemented to maximize tax deductibility.
However, non-deductible compensation may be paid to executive officers when
necessary for competitive reasons or to attract or retain a key executive, or
where achieving maximum tax deductibility would be considered disadvantageous to
the best interests of the Company.
Section
162(m) of the Internal Revenue Code generally disallows a tax deduction to
public corporations for compensation greater than $1 million paid for any
taxable year to any "covered employee" (defined as the Chief Executive Officer
and the corporation's other four most highly compensated officers as of the end
of a taxable year). However, the statute exempts qualifying performance-based
compensation from the deduction limit if certain requirements are met. The 2005
Plan is structured to qualify awards as compensation that is exempt from the $1
million deduction limit. No “covered employees” were paid compensation exceeding
$1 million in 2007 and, as a result, all compensation to “covered employees” is
fully tax-deductible.
Personal
Benefits and Perquisites
Our use
of perquisites as an element of compensation is limited. The Committee does not
view perquisites as a significant element of our compensation structure, but
does believe that they can be used in conjunction with base salary to attract,
motivate and retain individuals in a competitive environment. Besides certain
life insurance contributions and change in control protections, we generally
provide broad-based perquisites to our executives and other employees.
Executives and all other employees are eligible to participate in various
benefit programs such as medical, dental and vision insurance, life insurance,
both short and long-term disability, and employer contributions to the Century
Casinos, Inc. 401(K) Savings and Retirement Plan. Relocation benefits are
available and are negotiated on an individual basis when an employee is
hired.
In
addition to our group benefits, Erwin Haitzmann and Peter Hoetzinger are also
entitled to:
1.
|
A
company-paid life insurance policy. Dr. Haitzmann’s policy provides a
maximum life insurance benefit of € 349,975, payable in either a single
lump sum or as an annuity. Mr. Hoetzinger’s policy provides a maximum life
insurance benefit of € 418,032, payable in either a single lump sum or as
an annuity;
|
2.
|
Long
term disability or death benefits equal to 1/12 of the executive’s annual
salary in effect at the time of disability or death, for a period of
twelve (12) months from the date of disability or death;
and
|
3.
|
The
use of a car provided to them and paid for by us for business and personal
purposes.
|
The cost
to us of these benefits, if used by a Named Executive Officer and if in excess
of $10,000, is reflected in “All Other Compensation” in the Summary Compensation
Table.
Change
in Control and Severance Benefits
We have
entered into employment agreements with our executive officers, including our Co
Chief Executive Officers and all named executive officers. These agreements are
described in more detail under “Executive Employment Agreements.” These
agreements provide for severance compensation to be paid if the executives are
terminated under certain conditions, such as a change in our control or a
termination without cause by us, each as is defined in the
agreements.
Our 2005
Plan and our previous equity incentive plan under which we have issued equity
awards to our executive officers provide for full accelerated vesting of stock
awards following a change in our control, as defined in such plans.
The
change of control provisions and the related severance compensation provisions
of the employment agreements with our executive officers and our equity
incentive plans are designed to meet the following objectives:
1.
|
Change
in Control: Many larger, established casino developers consider companies
at similar stages of growth as Century Casinos, Inc. as potential
acquisition targets as a means of adding value to their company. In some
scenarios, the potential for merger or acquisition may be in the best
interests of our securityholders. In certain cases, we provide severance
compensation if an executive is terminated as a result of a corporate
transaction in order to maintain the continuity of management during the
transaction and in order to promote the ability of our executive officers
to act in the best interests of our securityholders even though there
exists the possibility that they could be terminated as a result of the
transaction.
|
We define
a change in our control as:
a.
|
any
person or entity (not affiliated with the employee, other employees or
members of the Board of Directors) becoming the beneficial owner of a
majority of the voting rights of our outstanding
securities;
|
b.
|
the
triggering of the issuance of stock rights to securityholders pursuant to
our stock rights agreement, as amended from time to
time;
|
c.
|
the
replacement or rejection of one or more person(s) nominated to be
director(s) by our Board of Directors before any change of
control;
|
d.
|
the
election of one or more persons to our Board of Directors that have not
been nominated by our Board of Directors prior to any change of
control;
|
e.
|
Dr.
Haitzmann ceases to serve as our Chairman, except by reason of his death
or permanent disability (as stated in Mr. Hoetzinger’s employment
agreement);
|
f.
|
Mr.
Hoetzinger ceases to serve as our Vice Chairman, except by reason of his
death or permanent disability (as stated in Dr. Haitzmann’s employment
agreement); or
|
g.
|
the
holders of securities approve a merger, consolidation or liquidation of
the company.
|
2.
|
Termination
Without Cause By Us: If we terminate the employment of an executive
officer without cause, we are obligated to continue to pay their base
salary for a specified period of time, as per the executive officer’s
employment agreement. We believe this is appropriate
because:
|
a.
|
the
terminated executive officer is bound by confidentiality and non-compete
provisions covering a specified period of
time;
|
b.
|
we
and the executive have mutually agreed to a severance package that is in
place prior to any termination event. This provides us more flexibility to
make a change in senior management if such a change is in the best
interests of the company and our securityholders;
and
|
c.
|
the
terminated executive receives a fair severance payment that is defined in
advance of a termination without
cause.
|
For this
scenario, we define “cause” for Dr. Haitzmann and Mr. Hoetzinger
as:
a.
|
the
failure of the employee for any reason, within thirty days after receipt
by the employee of written notice thereof from us, to correct, cease, or
otherwise alter any specific action or omission to act that constitutes a
material and willful breach of such employee’s employment agreement that
is likely to result in material damage to us;
or
|
b.
|
any
willful gross misconduct likely to result in material damage to
us.
|
For this
scenario, we define “cause” for Mr. Hannappel and Mr. Sienko as:
a.
|
any
fraud, theft or intentional misappropriation perpetrated by an employee
against us;
|
b.
|
conviction
of a felony;
|
c.
|
a
material and willful breach of such employee’s employment agreement by an
employee, if such employee does not correct such breach within a
reasonable period after we give written notice to
employee;
|
d.
|
willful
or gross misconduct by the employee in the performance of his
duties under his respective employment
agreement;
|
e.
|
failure
by the employee to maintain in good standing any license that he must hold
based on the requirements of any regulatory
body;
|
f.
|
the
chronic, repeated, or persistent failure of the employee in any material
respect to perform his obligations as an employee of ours (other than by
reason of a disability as determined under common law or any pertinent
statutory provision, including without limitation the Americans With
Disabilities Act), if the employee does not correct such failure within a
reasonable period after we give written notice to him (with such notice to
specify in reasonable detail the action or inaction that constitutes such
failure).
|
3.
|
Termination
With Cause By Employee: Dr. Haitzmann’s and Mr. Hoetzinger’s employment
agreements provide severance in the event they terminate their employment
with us for cause. This scenario would be treated similarly to a
termination without cause by us for the same reasons provided for that
situation, as described above.
|
For this
scenario, we define “cause” as:
a.
|
our
failure for any reason, within thirty days after receipt by us of written
notice from the employee, to correct, cease, or otherwise alter any
material adverse change in the conditions of such employee’s employment,
including, but not limited to any change in his title or position, or the
duties of such position (such as, but not limited to another person
assuming the same or similar title, position or duties, or one or more of
the employee's primary duties being assigned to be performed by the
employee in a country other than his country of primary residence), unless
the employee consents in writing to such change;
or
|
b.
|
a
change in our control, as defined
above.
|
EXECUTIVE
COMPENSATION
SUMMARY
COMPENSATION TABLE
The table
below sets forth certain executive compensation to the Company’s Co Chief
Executive Officers and to each other executive officer who received greater than
$100,000 in compensation in 2007.
Name
& Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
(3)
|
Option
Awards
($)
(3)
|
All
Other Compensation
($)
(4)
|
Total
($)
|
Erwin
Haitzmann
|
2007
|
456,444
(1)
|
130,000
(2)
|
359,600
|
26,100
|
69,971
|
1,042,115
|
Chairman
of the Board and
|
2006
|
341,331
(1)
|
247,500
(2)
|
-
|
145,567
|
-
|
734,398
|
Co
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter
Hoetzinger
|
2007
|
456,444
(1)
|
130,000
(2)
|
359,600
|
26,100
|
49,351
|
1,021,495
|
Vice
Chairman of the Board,
|
2006
|
341,331
(1)
|
247,500
(2)
|
-
|
145,567
|
-
|
734,398
|
Co
Chief Executive Officer and
|
|
|
|
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Larry
Hannappel
|
2007
|
120,609
|
90,000
|
-
|
8,494
|
1,800
|
220,903
|
Senior
Vice President
|
2006
|
120,650
|
75,000
|
-
|
4,642
|
1,800
|
202,092
|
Secretary
and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ray
Sienko
|
2007
|
100,507
|
30,000
|
-
|
7,559
|
1,000
|
139,066
|
Chief
Accounting Officer
|
2006
|
100,609
|
25,000
|
-
|
844
|
1,500
|
127,953
|
|
|
|
|
|
|
|
|
(1)
|
Dr.
Haitzmann’s salaries for 2007 and 2006 include $360,000 and $252,747,
respectively, paid to Flyfish Casino Consulting AG for the benefit of Dr.
Haitzmann’s Family Foundation. Mr. Hoetzinger’s salaries for 2007 and 2006
include $360,000 and $252,747, respectively, paid to Focus Casino
Consulting AG for the benefit of Mr. Hoetzinger’s Family Foundation. These
payments are made pursuant to separate management agreements with us (see
“Executive Employment Agreements”).
|
(2)
|
Dr.
Haitzmann’s bonuses for 2007 and 2006 were paid to Flyfish Casino
Consulting AG for the benefit of Dr. Haitzmann’s Family Foundation. Mr.
Hoetzinger’s bonuses for 2007 and 2006 were paid to Focus Casino
Consulting AG for the benefit of Mr. Hoetzinger’s Family
Foundation.
|
(3)
|
The
value of stock and option awards was determined in accordance with SFAS
123(R). See Century Casinos, Inc.’s Annual Report on Form 10-K for the
year ended December 31, 2007, Note 10 for details on assumptions used in
the valuation of the awards.
|
(4)
|
Dr.
Haitzmann’s and Mr. Hoetzinger’s other compensation for 2007 includes
premiums paid on medical and life insurance policies and the portion of
our expense for cars provided to our Co CEOs attributable to personal use
during 2007. We estimate that approximately 35% of the annual lease cost
for each car represents the amount attributable to personal use. These
amounts are broken out as follows:
|
Name
|
Medical
Insurance
|
Life
Insurance
|
Automobile
|
Total
|
Erwin
Haitzmann
|
8,363
|
54,280
|
7,328
|
69,971
|
|
|
|
|
|
Peter
Hoetzinger
|
8,471
|
33,653
|
7,227
|
49,351
|
|
Mr.
Hannappel’s and Mr. Sienko’s other compensation for 2007 consists solely
of matching contributions made by us to the 401(k) Savings and Retirement
Plan. Dr. Haitzmann and Mr. Hoetzinger do not participate in our 401(k)
Savings and Retirement Plan.
|
EXECUTIVE
EMPLOYMENT AGREEMENTS
Co
Chief Executive Officers
On
October 12, 2001, the Company entered into separate employment agreements with
Erwin Haitzmann and Peter Hoetzinger. The agreements were amended February 18,
2003 to extend the dates of employment to December 31, 2008 and to specify the
duties of Dr. Haitzmann and Mr. Hoetzinger. Additionally, the agreements were
amended February 3, 2005 to reassign the employment agreements to a wholly owned
foreign subsidiary of the Company, to include changes to the employees’ salary
and termination clauses (See “Compensation Discussion and Analysis – Change in
Control and Severance Benefits”), and to extend the dates of employment to
December 31, 2009, and for five year renewable periods thereafter, unless sooner
terminated by them or us. Effective September 1, 2006, the employment agreements
were further amended to provide each executive officer with life insurance. (See
“Compensation Discussion and Analysis - Personal Benefits and
Perquisites”).
As
compensation for the services rendered by Dr. Haitzmann and Mr. Hoetzinger for
us, Dr. Haitzmann and Mr. Hoetzinger are paid not less than €70,000 (Euro
seventy thousand) (approximately $96,444 for the year ended December 31, 2007)
in base salary, plus annual increases and bonuses, and such other incentives,
benefits, insurance policies and compensation as may have been and may be
awarded to them from time to time by the Committee. The Committee is required to
review the salaries on an annual basis. We either provide Dr. Haitzmann and Mr.
Hoetzinger with, or reimburse them for, all reasonable expenses incurred in
connection with the performance of their duties as our executives, in
substantially at least the same form and fashion as we have done during the
twelve months preceding the date of the agreements. Dr. Haitzmann and Mr.
Hoetzinger are also each entitled to the use of a car provided to them and paid
for by us for business and personal purposes. (See “Compensation Discussion and
Analysis – Personal Benefits and Perquisites”).
In
addition to the employment agreements, as amended, that we have with Dr.
Haitzmann and Mr. Hoetzinger, we are party to separate management agreements
with Flyfish Casino Consulting AG, a Swiss corporation, to secure the services
of Dr. Haitzmann, and with Focus Casino Consulting AG, a Swiss corporation, to
secure the services of Mr. Hoetzinger, to provide executive casino management
services to us through December 31, 2011, and for five year renewable periods
thereafter, unless sooner terminated by them or by us.
Effective
September 30, 2006, the management agreements provide for an annual base
management fee of $360,000 each for Dr. Haitzmann and Mr. Hoetzinger, plus such
annual increases and bonuses, and such other incentives, benefits and
compensation as may be awarded to them, respectively, by the Committee. Payments
to each of these management companies are included as salary in the Summary
Compensation Table.
Payments
of the management fees are reviewed annually by the Committee.
Other
Named Executive Officers
We
entered into an employment agreement with Larry Hannappel effective January 1,
2005, pursuant to which we will pay to Mr. Hannappel an annual salary of
$120,000. Mr. Hannappel is eligible to receive an annual bonus of up to $56,000
(or greater based on the discretion of the Committee). The bonus amount can be
reviewed by us annually, and the Committee is required to review Mr. Hannappel’s
salary on an annual basis.
We either
provide Mr. Hannappel with, or reimburse him for, all reasonable expenses
incurred in connection with the performance of his duties as an
executive.
We
entered into an employment agreement with Mr. Ray Sienko effective March 15,
2005, pursuant to which we will pay to Mr. Sienko an annual salary of $100,000.
Mr. Sienko is eligible to receive an annual bonus of up to $15,000 (or greater
based on the discretion of the Committee). The bonus amount can be
reviewed by us annually, and the Committee is required to review Mr. Sienko’s
salary on an annual basis.
We either
provide Mr. Sienko with, or reimburse him for, all reasonable expenses incurred
in connection with the performance of his duties as an executive.
Mr.
Hannappel’s and Mr. Sienko’s respective employment agreements also provide
benefits under various termination scenarios (See “Compensation Discussion and
Analysis – Change in Control and Severance Benefits”).
GRANTS
OF PLAN-BASED AWARDS IN 2007
The
following table gives certain information concerning the grants of equity awards
during 2007 to our executive officers named in the Summary Compensation
Table.
Name
|
Grant
Date
|
Committee
Approval
Date
|
All
Other Stock Awards:
Number
of Shares of Stock or Units
(#)
(1)
|
All
Other Option Awards: Number of Securities Underlying Options
(#)
(2)
|
Exercise
or Base Price of Option Awards
($/sh)
|
Grant
Date Fair Value of Stock and Option Awards
($)
(3)
|
Erwin
Haitzmann
|
7/3/2007
|
7/2/2007
|
200,000
|
-
|
-
|
1,798,000
|
|
|
|
|
|
|
|
Peter
Hoetzinger
|
7/3/2007
|
7/2/2007
|
200,000
|
-
|
-
|
1,798,000
|
|
|
|
|
|
|
|
Larry
Hannappel
|
7/3/2007
|
7/2/2007
|
-
|
10,000
|
9.00
|
48,700
|
|
|
|
|
|
|
|
Ray
Sienko
|
7/3/2007
|
7/2/2007
|
-
|
10,000
|
9.00
|
48,700
|
|
|
|
|
|
|
|
(1)
|
Represents
shares of restricted stock granted during 2007. Restricted stock vests 10%
at one year from grant date, an additional 20% at two years from grant
date, an additional 30% at three years from grant date and an additional
40% at four years from grant date.
|
(2)
|
Represents
incentive stock option awards granted during 2007. Stock options vest 10%
at one year from grant date, an additional 20% at two years from grant
date, an additional 30% at three years from grant date and an additional
40% at four years from grant date.
|
(3)
|
The
grant date fair value of stock and stock option awards was determined as
required by SFAS 123(R). See Century Casinos, Inc.’s Annual
Report of Form 10-K for the year ended December 31, 2007, Note 10, for
details on assumptions used in the valuation of the
awards.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
The
following table sets forth the number of options and restricted shares of our
common stock held by our executive officers named in the Summary Compensation
Table as of December 31, 2007.
|
Option
Awards
|
Stock
Awards
|
Name
|
Number
of Securities Underlying Unexercised Options
Exercisable
(#)
|
Number
of Securities Underlying Unexercised Options
Unexercisable
(#)
(1)
|
Options
Exercise
Price
($)
|
Options
Expiration
Date
(2)
|
Number
of Shares or Units of Stock That Have Not Vested
(#)
(3)
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)
(4)
|
Erwin
Haitzmann (5)
|
276,863
|
251,242
|
2.93
|
3/4/2014
|
200,000
|
1,288,000
|
|
|
|
|
|
|
|
Peter
Hoetzinger (6)
|
276,863
|
251,242
|
2.93
|
3/4/2014
|
200,000
|
1,288,000
|
|
|
|
|
|
|
|
Larry
Hannappel
|
16,500
|
11,000
|
2.93
|
3/4/2009
|
-
|
-
|
|
-
|
10,000
|
9.00
|
7/2/2017
|
-
|
-
|
|
|
|
|
|
|
|
Ray
Sienko
|
10,000
|
-
|
1.75
|
4/6/2011
|
-
|
-
|
|
3,000
|
2,000
|
2.93
|
3/4/2009
|
-
|
-
|
|
-
|
10,000
|
9.00
|
7/2/2017
|
-
|
-
|
|
|
|
|
|
|
|
(1)
|
Options
vest 10% at one year from grant date, an additional 20% at two years from
grant date, an additional 30% at three years from grant date and an
additional 40% at four years from grant
date.
|
(2)
|
The
options granted to Mr. Hannappel and Mr. Sienko which expire on March 4,
2009 were granted on March 4, 2004. All other options included in the
above table expire ten years from the date of
grant.
|
(3)
|
Restricted
stock was granted on July 3, 2007. Restricted stock vests 10% at one year
from grant date, an additional 20% at two years from grant date, an
additional 30% at three years from grant date and an additional 40% at
four years from grant date.
|
(4)
|
Based
on the closing price ($6.44) of our common stock on the NASDAQ Capital
Market on December 31, 2007.
|
(5)
|
All
options are held by The Haitzmann Family Foundation. (See “Certain
Relationships and Related
Transactions”).
|
(6)
|
All
options are held by The Hoetzinger Family Foundation. (See “Certain
Relationships and Related
Transactions”).
|
OPTION
EXERCISES
The
following table gives certain information concerning stock option exercises
during 2007 by our executive officers named in the Summary Compensation
Table.
|
Option
Awards
|
Name
|
Number
of Shares Acquired on Exercise
(#)
|
Value
Realized on Exercise
($)
|
Erwin
Haitzmann
|
100,000
|
290,000
(1)
|
|
|
|
Peter
Hoetzinger
|
100,000
|
290,000
(1)
|
|
|
|
Larry
Hannappel
|
17,500
|
162,200
(2)
|
|
|
|
Ray
Sienko
|
-
|
-
|
(1)
|
Based
on the closing price ($5.83) of our common stock on the NASDAQ Capital
Market on October 16, 2007, the date that options were
exercised.
|
(2)
|
Based
on the closing price ($10.34) of our common stock on the NASDAQ Capital
Market on January 26, 2007, the date that options were
exercised.
|
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
We have
entered into employment and severance agreements with our named executive
officers that require us to make payments and provide various benefits in the
event of the executive’s termination or a change in our control.
The terms
of the agreements and the estimated value of the payments and benefits due to
the executives pursuant to their agreements under various termination events are
detailed below.
Erwin Haitzmann and Peter Hoetzinger.
Pursuant to Dr. Haitzmann’s and Mr. Hoetzinger’s employment agreements
and management agreements, if we terminate these agreements without cause, if
either officer terminates these agreements for cause or upon a change in our
control, each of them will be entitled to:
-
|
a
lump sum cash benefit payment of three times his then current annual
compensation/management fee, plus three times his average bonus for the
last three years;
|
-
|
serve
as a consultant to us for an additional period of three years at his then
current compensation/ management fee, his previous year’s bonus and
current benefits. During such additional period of three years, Dr.
Haitzmann or Mr. Hoetzinger would be required to keep himself reasonably
available to us to render advice or to provide services for no more than
thirty days per year;
|
-
|
the
immediate vesting of all unvested stock and stock options. Dr. Haitzmann
or Mr. Hoetzinger will have the option to either (a) receive an immediate
payment of the stock value of 100% of his stock and the higher of (i) the
value of the stock options according to the Black-Scholes model or (ii)
the “in-the-money” value of his stock options as of the date of such
written notice of termination, or (b) receive an immediate cash bonus from
us enabling him, after the payment of all of his taxes, to exercise 100%
of his stock options, and to continue to hold his stock, with the right to
put the stock back to us, at any time and for an unlimited number of
times, within three years of
termination.
|
If either
officer terminates his agreements without cause, we
have the
option either (i) to accept his resignation, effective immediately on receipt of
written notice; or (ii) to require him to continue to perform his duties for a
period not to exceed six months from the date of receipt of such written notice.
In either event, he shall continue to be paid at the same
compensation/management fee for a period of six months from the date of written
notice of termination. Such compensation shall be paid to him in six equal,
successive monthly payments, beginning on the 1st day of the month immediately
following the date of written notice of termination.
Each
executive has also agreed not to disclose to third parties any confidential or
proprietary information relating to us.
Assuming
Dr. Haitzmann was terminated on December 31, 2007 or that a change in control
occurred on such date, and assuming further that the market value of his
unvested equity awards was $6.44, which was the market price of our stock on
December 31, 2007, Dr. Haitzmann would be eligible for the following payments
and benefits:
|
Salary
($)
|
Bonus
($)
|
Medical
Continuation ($)
|
Value
of Accelerated Equity Awards
($)
|
Value
of Stock Held on December 31, 2007
($)
|
By
Company With Cause
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
By
Company Without Cause
|
2,773,272
|
1,003,649
|
26,689
|
1,853,649
|
8,372,000
|
|
|
|
|
|
|
By
Employee With Cause
|
2,773,272
|
1,003,649
|
26,689
|
1,853,649
|
8,372,000
|
|
|
|
|
|
|
By
Employee Without Cause
|
231,106
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
Upon
Change in Control
|
2,773,272
|
1,003,649
|
26,689
|
1,853,649
|
8,372,000
|
|
|
|
|
|
|
Death
or Disability
|
102,212
|
-
|
-
|
-
|
-
|
Assuming
Mr. Hoetzinger was terminated on December 31, 2007 or that a change in control
occurred on such date, and assuming further that the market value of his
unvested equity awards was $6.44, which was the market price of our stock on
December 31, 2007, Mr. Hoetzinger would be eligible for the following payments
and benefits:
|
Salary
($)
|
Bonus
($)
|
Medical
Continuation ($)
|
Value
of Accelerated Equity Awards
($)
|
Value
of Stock Held on December 31, 2007
($)
|
By
Company With Cause
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
By
Company Without Cause
|
2,773,272
|
1,003,649
|
27,034
|
1,853,649
|
7,038,920
|
|
|
|
|
|
|
By
Employee With Cause
|
2,773,272
|
1,003,649
|
27,034
|
1,853,649
|
7,038,920
|
|
|
|
|
|
|
By
Employee Without Cause
|
231,106
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
Upon
Change in Control
|
2,773,272
|
1,003,649
|
27,034
|
1,853,649
|
7,038,920
|
|
|
|
|
|
|
Death
or Disability
|
102,212
|
-
|
-
|
-
|
-
|
Larry Hannappel.
Pursuant to
Mr. Hannappel’s employment agreement, if we terminate his agreement without
cause, he will be entitled to:
-
|
a
lump sum cash benefit equal to six months of his base pay and one-half of
his prior-year’s bonus;
|
-
|
all
earned salary through the last day of employment;
and
|
-
|
continued
medical/hospitalization insurance for a period of six
months.
|
In
addition, the noncompete/nonsolicitation period will end on the six month
anniversary of the last day of his employment with us.
Mr.
Hannappel is not entitled to any payments upon a change in control. However, if
Mr. Hannappel is terminated within three years from a change in control, he will
be entitled to a lump sum cash benefit equal to twelve months of his base salary
and prior year’s bonus. In addition, all stock options held by Mr. Hannappel
will vest immediately.
Assuming
Mr. Hannappel was terminated on December 31, 2007 or that a change in control
occurred on such date, and assuming further that the market value of his
unvested equity awards was $6.44, which was the market price of our stock on
December 31, 2007, Mr. Hannappel would be eligible for the following payments
and benefits:
|
Salary
($)
|
Bonus
($)
|
Medical
Continuation
($)
|
Value
of Accelerated
Equity
Awards
($)
|
By
Company With Cause
|
-
|
-
|
-
|
-
|
|
|
|
|
|
By
Company Without Cause
|
60,000
|
45,000
|
6,758
|
-
|
|
|
|
|
|
By
Employee With Cause
|
-
|
-
|
-
|
-
|
|
|
|
|
|
By
Employee Without Cause
|
-
|
-
|
-
|
-
|
|
|
|
|
|
Upon
Change in Control
|
-
|
-
|
-
|
-
|
|
|
|
|
|
Termination
Within Three Years
from
a Change in Control
|
120,000
|
90,000
|
-
|
96,525
|
|
|
|
|
|
Death
or Disability
|
-
|
-
|
-
|
-
|
Ray Sienko.
Pursuant to Mr.
Sienko’s employment agreement, if we terminate his agreement without cause, he
will be entitled to:
-
|
a lump
sum cash benefit equal to six months of his base pay and one-half of his
prior-year’s bonus;
|
-
|
all
earned salary through the last day of employment;
and
|
-
|
continued
medical/hospitalization insurance for a period of six
months.
|
In
addition, the noncompete/nonsolicitation period will end on the six month
anniversary of the last day of his employment with us.
Mr.
Sienko’s employment agreement does not provide for any payments or vesting upon
a change in control.
Assuming
Mr. Sienko was terminated on December 31, 2007, or that a change in control
occurred on such date, and assuming further that the market value of his
unvested equity awards was $6.44, which was the market price of our stock on
December 31, 2007, Mr. Sienko would be eligible for the following payments and
benefits:
|
Salary
($)
|
Bonus
($)
|
Medical
Continuation
($)
|
Value
of Accelerated
Equity
Awards
($)
|
By
Company With Cause
|
-
|
-
|
-
|
-
|
|
|
|
|
|
By
Company Without Cause
|
50,000
|
15,000
|
4,827
|
-
|
|
|
|
|
|
By
Employee With Cause
|
-
|
-
|
-
|
-
|
|
|
|
|
|
By
Employee Without Cause
|
-
|
-
|
-
|
-
|
|
|
|
|
|
Upon
Change in Control
|
-
|
-
|
-
|
-
|
|
|
|
|
|
Termination
Within Three Years
from
a Change in Control
|
-
|
-
|
-
|
-
|
|
|
|
|
|
Death
or Disability
|
-
|
-
|
-
|
-
|
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our
directors and executive officers, and persons who beneficially own more than 10%
of our outstanding common stock, to file with the Securities and Exchange
Commission (the “SEC”) initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company. SEC rules
also require our directors, officers and greater than 10% stockholders to
furnish the Company with copies of all Section 16(a) reports they
file.
To our
knowledge (based solely on review of the copies of such reports furnished to us
and representations that no other reports were required, during the fiscal year
ended December 31, 2007), all Section 16(a) filing requirements applicable to
our officers, directors and greater than 10% stockholders were made in a timely
manner.
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During
2007, the members of the Compensation Committee were Mr. Gottfried Schellmann
and Dr. Dinah Corbaci. Neither of these individuals are current or former
officers of the Company or any of our subsidiaries. During 2007, none of our
executive officers served as a director or member of a compensation committee
(or other committee serving an equivalent function) of any other entity whose
executive officers served as a director or member of our Compensation
Committee.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Both Dr.
Haitzmann, our Chairman and Co Chief Executive Officer, and Mr. Hoetzinger, our
Vice Chairman, Co Chief Executive Officer and President, are Austrian citizens
and have established Austrian trusts, The Haitzmann Family Foundation and The
Hoetzinger Family Foundation, respectively, to hold a certain portion of their
interests in us. See “Security Ownership of Certain Beneficial Owners
and Management.”
Dr.
Haitzmann, Mr. Hoetzinger and their respective family trusts collectively own
3.5% of the outstanding shares of common stock of Century Resorts Ltd. (“CRL”),
a subsidiary of ours that owns our South African interests and provides
technical casino services to our South African subsidiaries. The combined book
value of these shares on December 31, 2007 was $819,977.
Our Audit
Committee Charter provides that the Audit Committee must approve transactions
between the Company and related parties for actual or apparent conflicts of
interest. The Audit Committee defines a related party transaction as one between
our directors and executive officers, their immediate family members and
entities in which they hold a 5% or greater beneficial ownership interest, where
the aggregate amount is expected to exceed $120,000 in any calendar
year.
The Board
has pre-approved the executive management agreements between us and our Co Chief
Executive Officers, as described above under “Executive Employment
Agreements.”
HOUSEHOLDING
To reduce
the expense of delivering duplicate proxy solicitation materials, we and some
brokers may take advantage of the SEC's "householding" rules. These householding
rules permit the delivery of only one set of proxy solicitation materials to
securityholders who share the same address, unless otherwise requested. Any
securityholder of record who shares an address with another securityholder of
record and who has received only one set of proxy solicitation materials may
receive a separate copy of those materials, without charge, or request future
delivery of separate materials upon writing our Corporate Secretary at 1263A
Lake Plaza Drive, Colorado Springs, Colorado 80906 or calling (719) 527-8300.
Likewise, any stockholder of record who shares an address with another
securityholder of record and who has received multiple sets of proxy
solicitation materials may request future delivery of a single copy of those
materials upon writing our Corporate Secretary at 1263A Lake Plaza Drive,
Colorado Springs, Colorado 80906 or calling (719) 527-8300.
If you
consent to householding, your election will remain in effect until you revoke
it. Should you later revoke your consent, you will be sent separate copies of
those documents that are mailed at least thirty days or more after receipt of
your revocation.
PROXY
PROXY
CENTURY
CASINOS, INC.
This
Proxy is Solicited by the Board of Directors
The
undersigned securityholder of Century Casinos, Inc. acknowledges receipt of the
Notice of Annual Meeting of Securityholders, to be held on Monday, June 16, 2008
at the Century Casino & Hotel, 102 Main Street, Central City, Colorado and
hereby appoints Erwin Haitzmann or Larry Hannappel, or either of them
individually, each with the power of substitution, as attorneys and proxies to
vote all the shares of the undersigned at said Annual Meeting and at all
adjournments thereof, hereby ratifying and confirming all that said attorneys
and proxies may do or cause to be done by virtue hereof. The
above-named attorneys and proxies are instructed to vote all of the
undersigned's shares as follows:
(1) To
elect one Class II director to the Board of Directors:
(The
Board of Directors recommends a vote for election of the following
nominee)
PETER
HOETZINGER
¨
FOR
¨
WITHHOLD
(2) To
ratify the appointment of Grant Thornton LLP as our independent registered
public accounting firm for fiscal year 2008:
(The
Board of Directors recommends a vote for ratification)
¨
FOR
¨
AGAINST
¨
ABSTAIN
In their
discretion, the Proxies are authorized to vote upon such other business as may
properly come before the meeting.
(Continued
and to be signed on reverse side)
(Continued
from other side)
This
proxy, when properly executed, will be voted as directed herein by the
undersigned securityholder. If no direction is made, this proxy will
be voted in favor of Proposals 1 and 2.
Dated
this______ day of _________________, 2008
Signature__________________________________
Signature__________________________________
Please
sign your name exactly as it appears on your stock certificate. If
shares are held jointly, each holder should sign. Executors, trustees, and other
fiduciaries should so indicate when signing.
¨
Please
indicate if you plan to attend this meeting.
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