Attached files
| file | filename |
|---|---|
| EX-3.2 - EXHIBIT 3.2 - Gold Merger Sub, LLC | c10660exv3w2.htm |
| EX-3.1 - EXHIBIT 3.1 - Gold Merger Sub, LLC | c10660exv3w1.htm |
SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
| Delaware | 001-13641 | 95-3667491 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 8918 Spanish Ridge Avenue, Las Vegas, Nevada |
89148 |
|
| (Address of principal executive offices) | (Zip Code) |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
At a meeting of the Board of Directors (the “Board”) of Pinnacle Entertainment, Inc. (the “Company”) held on January 5, 2011, the Board adopted certain amendments to the Company’s Bylaws and restated the Company’s Bylaws in their entirety. The amendments to the Company’s Bylaws became effective immediately upon their adoption by the Board.
The amendments to the Company’s Bylaws removed the only provision in the Bylaws that required a vote of stockholders greater than a simple majority vote of stockholders. Specifically, the Board amended Article IX (Amendments) of the Bylaws to provide that the Bylaws may be amended, repealed or adopted by the affirmative vote of holders of a majority of the voting power of the Company’s capital stock issued and outstanding and entitled to vote thereon. Prior to the amendments to the Bylaws, Article IX of the Bylaws provided that the Bylaws could be amended, repealed or adopted by the affirmative vote of the holders of at least 66 2/3% of the voting power of the then-outstanding shares entitled to vote generally in the election of directors.
Certain non-substantive language and conforming changes were made to the Bylaws. The summaries above and this Item 5.03 are qualified in their entirety by the Restated Bylaws, which is filed as Exhibit 3.2 hereto and incorporated by reference herein.
| Exhibit No. | Description | |
| Exhibit 3.1 | Restated Bylaws of Pinnacle Entertainment, Inc., as of March 29, 2010. |
|
| Exhibit 3.2 | Restated Bylaws of Pinnacle Entertainment, Inc., as of January 5, 2011. |
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| PINNACLE ENTERTAINMENT, INC. (Registrant) |
||||
| Date: January 7, 2011 | By: | /s/ John A. Godfrey | ||
| John A. Godfrey | ||||
| Executive Vice President, General Counsel and Secretary | ||||
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| Exhibit No. | Description | |
| Exhibit 3.1 | Restated Bylaws of Pinnacle Entertainment, Inc., as of March 29, 2010. |
|
| Exhibit 3.2 | Restated Bylaws of Pinnacle Entertainment, Inc., as of January 5, 2011. |
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