Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuan t t o Sectio n 1 3 o r 1 5 (d ) o f th e Securitie s Exchang e Ac t o f 1934

Dat e o f Repor t (Dat e o f earlies t even t reported) : June 7 , 201 9

CENTURY CASINOS, INC.

(Exac t Nam e o f Registran t a s specifie d i n it s charter)


Delaware	0-22900	84-1271317
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)


455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado	80903
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:	719-527-8300

Check the appropriate box below if the Form 8-K filin g i s intende d t o simultaneousl y satisf y th e filin g obligatio n o f th e registran t unde r an y o f th e following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a- 1 2 unde r th e Exchang e Ac t (1 7 CF R 240.14a -12)

☐ Pre - commencemen t communication s pursuan t t o Rul e 14d - 2(b ) unde r th e Exchang e Ac t (1 7 CF R 240.14d -2(b))

☐ Pre - commencemen t communications pursuan t t o Rul e 13e - 4(c ) unde r th e Exchang e Ac t (1 7 CF R 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Per Share Par Value	CNTY	Nasdaq Capital Market, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b ‑2).

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 Matter s to a Vote of Security Holders

Century Casinos, In c. (the “Company”) held its 201 9 Annual Meeting of Stockholders ( the “Annual Meeting”) on June 7 , 201 9 . The final voting results on each proposal brought before the Annual Meeting are as follows:

Propos al 1: To elect two Class I director s to the Company’s Board of Directors


	For	Against	Abstain	Broker Non-Votes
Dr. Dinah Corbaci	20,560,047	2,691,513	2,229	1,836,745
Eduard Berger	21,434,430	1,817,430	1,929	1 , 836,745

Proposal 2: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fisc al year ending December 31, 201 9


For	Against	Abstain
25,068,116	14,405	8,013

Proposal 3: To consider and vote upon an advisory (non-binding) resolution regarding the compensation of the Company’s named executive officers


	For	Against	Abstain	Broker Non-Votes
	21,218,583	1,639,444	395,762	1,836,745

v

Proposal 4: To consider and vote upon an advisory (non-binding) resolution to determine whether an advisory vote on the compensation of the Company’s named executive officers should be held every one, two or three years


Every 1 Year	Every 2 Years	Every 3 Years	Abstain	Broker Non-Votes
22,494,957	545,380	202,344	11,108	1,836,745


v

Based on the voting results on Proposal 4 and consistent with the Company’s recommendation, the Company’s Board of Directors has determined that the Company will conduct future stockholder advisory votes on the compensation of its named executive officers every year until the next required stockholder vote on the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers, which is expected to be held at the Company's 2025 annual meeting of stockholders.

SIGNATURE

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.


	Century Casinos, Inc.

Date: June 11 , 201 9	By: /s/ Margaret Stapleton
	Margaret Stapleton
	Executive Vice President and Principal Financial/ Accounting Officer