Item 5.02 Departure of
Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers
(d)On July 1, 2020, the board of directors of Full
House Resorts, Inc. (the "Company") appointed each of
(i) Eric J. Green and
(ii) Michael P. Shaunnessy (together, the "New
Directors") as independent directors of the Company, effective
immediately, to serve until the Company's 2021 Annual Meeting of
Stockholders and until his respective successor is duly elected and
qualified. In connection with the appointment of the New Directors,
the number of directors constituting the board of directors of the
Company increased to eight.
There are no arrangements or understandings between the New
Directors and any other person pursuant to which the New Directors
were selected as directors of the Company. There are no
transactions in which the New Directors have an interest requiring
disclosure under Item 404(a) of Regulation S-K.
Effective with their appointments, Mr. Green will serve as a member
of the compensation committee of the board of directors, and Mr.
Shaunnessy will serve as a member of the nominating and corporate
governance committee of the board of directors.
The New Directors will participate in the non-employee director
compensation arrangements generally applicable to all of the
Company's non-employee directors, as described in the Company's
most recent proxy statement filed with the Securities and Exchange
Commission on April 23, 2020. Pursuant to the established
compensation program for non-employee directors, each New Director
will receive: (1) cash compensation of $28,000 per year, paid
quarterly in arrears, (2) the choice of either a grant of
7,947 shares of common stock valued at $12,000, as determined by
the closing price of the Company's common stock on
July 1, 2020, or the $12,000 value in quarterly cash
payments of $3,000 paid in arrears, and (3) a stock option
grant to purchase 8,000 shares with an exercise price of $1.51 per
share, vesting in full on July 1, 2021.
A press release announcing the appointment of the New Directors is
included herewith as Exhibit 99.1.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal year
On July 1, 2020, the board of directors of the Company amended and
restated the Company's bylaws (as amended and restated, the
"Bylaws") for the purpose of making certain clarifying, technical,
updating and conforming changes. Among other things, the amendments
to the Bylaws include the following changes:
Board of
Directors
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allow for the appointment of a Lead Independent Director who may be
appointed by a majority of the independent directors of the board
of directors; |
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provide that the number of directors on the board of directors
shall be not less than five (5) or more than nine (9)
persons; |
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update and clarify that directors of the Company are elected by the
affirmative vote of a majority of the votes cast by stockholders in
an uncontested election of directors; provided that in a contested
election, directors are elected by a plurality of the votes
cast; |
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update and clarify that, in an uncontested election, any incumbent
director who does not receive a majority of the votes cast must
tender his or her resignation, and a committee of independent
directors will make a recommendation to the board of directors on
whether to accept such resignation; |
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provide that special meetings of the board of directors may be
called by any two of the following: the Chair, the President, the
Lead Independent Director (if any), the Vice Chair or the Chair of
the Nominating and Corporate Governance Committee; |
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provide that, in the Chair's absence at any meeting of the board of
directors, the Lead Independent Director (if any), the Vice Chair,
the President or any director chosen by a majority of the directors
present (in that order), shall act as chair and preside at the
meeting; |
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clarify that the board of directors shall determine whether a
person becomes a "Disqualified Director" for purposes of gaming
regulatory purposes if any of the triggering events in
Article 5, Section 1, paragraph (d) of the
Certificate of Incorporation exist; |
