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 (Date earliest event reported):  June 15, 2011

 

MTR GAMING GROUP, INC.

(exact name of registrant as specified in its charter)

 

DELAWARE

(State or other jurisdiction of incorporation)

 

000-20508

 

84-1103135

(Commission File Number)

 

(IRS Employer Identification Number)

 

STATE ROUTE 2 SOUTH, P.O. BOX 356, CHESTER, WEST VIRGINIA

(Address of principal executive offices)

 

26034

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code:  (304) 387-8000

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

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))

 

 

 



 

Item 5.07.                                          Submission of Matters to a Vote of Security Holders.

 

MTR Gaming Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 15, 2011. The following is a summary of the matters voted upon at the Annual Meeting and the votes cast on each matter.

 

Proposal 1: Election of Directors

 

The stockholders elected the Company’s nominees to the Board of Directors of the Company (the “Board”). The nominees for election to the Board, the number and type of votes cast with respect to each nominee, as well as the number of broker non-votes with respect to each nominee, were as follows:

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Steven M. Billick

 

17,383,909

 

1,955,056

 

5,229,530

 

Robert A. Blatt

 

17,401,960

 

1,937,005

 

5,229,530

 

James V. Stanton

 

16,554,284

 

2,784,681

 

5,229,530

 

Richard Delatore

 

17,181,842

 

2,157,123

 

5,229,530

 

Raymond K. Lee

 

17,187,980

 

2,150,985

 

5,229,530

 

Roger P. Wagner

 

17,186,027

 

2,152,938

 

5,229,530

 

Jeffrey J. Dahl

 

17,191,087

 

2,147,878

 

5,229,530

 

 

Proposal 2: Ratification of the Selection of Ernst & Young LLP

 

The stockholders ratified the Board’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011. The number and type of votes cast with respect to the proposal were as follows:

 

For

 

Against

 

Abstain

 

23,596,265

 

860,406

 

111,824

 

 

Proposal 3: Advisory Vote on Executive Compensation

 

The stockholders approved on an advisory, non-binding basis the compensation paid to our named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Company’s 2011 Proxy Statement, including the Compensation Discussion and Analysis compensation tables and narrative discussion contained therein. The number and type of votes cast with respect to proposal, as well as the number of broker non-votes with respect to the proposal, were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

18,109,249

 

1,073,872

 

155,844

 

5,229,530

 

 

Proposal 4: Advisory Vote on the Preferred Frequency for Advisory Votes on Executive Compensation

 

A plurality of stockholders cast advisory, non-binding votes for “every year” as the preferred frequency for advisory votes on executive compensation. The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows:

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Votes

 

13,270,834

 

5,131,049

 

773,250

 

163,832

 

5,229,530

 

 

Based on the Board of Directors’ recommendation in the Company’s 2011 Proxy Statement and the voting results, the Company has determined to hold an advisory vote on executive compensation annually.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

 

 

 

MTR GAMING GROUP, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/S/ JOHN W. BITTNER, JR.

 

 

 

 

John W. Bittner, Jr.

 

 

 

 

Executive Vice President and Chief Financial Officer

Date:

June 17, 2011

 

 

 

3