Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 6, 2024, PlayAGS, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). As of July 1, 2024, the record date for the Special Meeting (the “Record Date”), 40,186,573 shares of the Company’s common stock were outstanding and entitled to vote at the Special Meeting. A summary of the matters voted upon by stockholders at the Special Meeting is set forth below.
A total of 30,025,676 shares of the Company’s common stock were present at the Special Meeting in person, by virtual attendance, or by proxy, which represents approximately 74.71% of the shares of the Company’s common stock outstanding as of the Record Date.
Proposal 1. Approval of the Merger Agreement.
The Company’s stockholders approved the Agreement and Plan of Merger, dated May 8, 2024, by and among the Company; Bingo Holdings, LLC, a Delaware limited liability company; and Bingo Merger Sub, Inc., a Nevada corporation (the “Merger Agreement”) (“Proposal 1”). The final voting results are as follows:
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| Votes For |
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Votes Against |
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Abstentions |
| 26,246,168 |
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3,259,697 |
|
519,811 |
Proposal 2. The Compensation Proposal.
The Company’s stockholders did not approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to PlayAGS’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (“Proposal 2”). The final voting results are as follows:
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| Votes For |
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Votes Against |
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Abstentions |
| 14,461,630 |
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14,837,447 |
|
726,599 |
Proposal 3. The Adjournment Proposal.
In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies to approve Proposal 1 if there were insufficient votes to approve Proposal 1 at the time of the Special Meeting (“Proposal 3”). Because Proposal 1 was approved at the Special Meeting, Proposal 3 was not necessary or appropriate and was not presented for approval at the Special Meeting.