Current Report Filing (8-k)

Date : 05/21/2019 @ 9:08PM
Source : Edgar (US Regulatory)
Stock : Everi Holdings Inc (EVRI)
Quote : 9.0  -0.01 (-0.11%) @ 12:59AM

Current Report Filing (8-k)



 
 
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K   
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report: May 21, 2019
 
Everi Holdings Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-32622
 
20-0723270
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
7250 S. Tenaya Way, Suite 100
Las Vegas, Nevada
 
89113
(Address of principal executive offices)
 
(Zip Code)
 
 
(800) 833-7110
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company   ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐



 
 
 

 





Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
The annual meeting of stockholders of Everi Holdings Inc. (the “Company”) was held on May 21, 2019. The proposals identified herein were previously disclosed in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 22, 2019.
 
1.     Election of three Class II director nominees named in the 2019 Proxy Statement to serve until the Company’s 2022 annual meeting of stockholders.
 
The stockholders voted to re-elect Geoffrey P. Judge, Michael D. Rumbolz, and Ronald V. Congemi as Class II directors to the Board of Directors of the Company for a term expiring at the 2022 annual meeting of stockholders, and to hold office until the designated annual meeting or until their successors are elected and qualified, or until their earlier resignation. The table below indicates the voting results: 
 
 
For
 
Withheld
 
Broker
Non-Votes
Ronald V. Congemi
 
48,915,941
 
2,385,503
 
10,975,419
Geoffrey P. Judge
 
48,815,852
 
2,485,592
 
10,975,419
Michael D. Rumbolz
 
48,496,912
 
2,804,532
 
10,975,419
 
2.     Approval, on an advisory basis, of the compensation of the Company’s named executive officers as shown in the 2019 Proxy Statement.
 
The stockholders voted to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The table below indicates the voting results:
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
51,051,695
 
129,927
 
119,822
 
10,975,419
  
3.     Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
 
The stockholders voted to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The table below indicates the voting results:
 
For
 
Against
 
Abstain
61,894,120
 
83,598
 
299,145

 












SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
EVERI HOLDINGS INC.
 
 
Date: May 21, 2019
By:
/s/ Todd A. Valli
 
 
Todd A. Valli, Senior Vice President, Corporate
Finance and Chief Accounting Officer



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