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(b), (c) and (e)

On November 7, 2009, Daniel R. Lee advised Pinnacle Entertainment, Inc. (the “Company”) of his resignation from his position as the Company’s Chief Executive Officer, effective November 7, 2009. In connection with Mr. Lee’s resignation as Chief Executive Officer, he also resigned as Chairman of the Board of Directors and as a director of the Company, effective November 7, 2009. The Company’s Board of Directors has accepted Mr. Lee’s resignation.

In connection with his resignation, the Company entered into a Separation Agreement with Mr. Lee, dated as of November 7, 2009 (the “Separation Agreement”). The Separation Agreement provides that Mr. Lee’s resignation will be treated as a termination by the Company without cause other than in connection with a change of control for all purposes under the Third Amended and Restated Employment Agreement between the Company and Mr. Lee, which was entered into on December 22, 2008. Under the Separation Agreement, Mr. Lee is entitled to cash severance payments equal to approximately $2.8 million, payable in various installments over a three-year period. Mr. Lee will be entitled to receive accrued salary through the date of resignation and a bonus of $395,000 for 2009. Mr. Lee will be entitled to receive health benefits coverage and disability insurance coverage for a maximum period of eighteen (18) months. On November 7, 2009, certain of Mr. Lee’s outstanding stock options became fully vested and exercisable and any of Mr. Lee’s unvested stock options immediately terminated. Mr. Lee has one year from November 7, 2009 to exercise such stock options.

On November 7, 2009, the Company’s Board of Directors appointed lead director Richard J. Goeglein, age 75, to serve as Interim Nonexecutive Chairman of the Board and director John V. Giovenco, age 73, to serve as Interim Chief Executive Officer of the Company. Mr. Goeglein’s director’s fees, including his compensation as lead director, will not change by virtue of his new position on the Board of Directors. The terms of Mr. Giovenco’s compensation in his new position have not been established. The Company has commenced a search for a new Chief Executive Officer.

The information required by Item 401(b), (d), (e) and Item 404(a) of Regulation S-K regarding Mr. Giovenco is incorporated herein by reference from the Company’s definitive proxy statement dated April 15, 2009 filed with the Securities and Exchange Commission.

The foregoing description of the Separation Agreement is a summary and is qualified in its entirety by the terms of the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference. A copy of the press release announcing Mr. Lee’s resignation is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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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.  

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INDEX TO EXHIBITS  

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