Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - NEVADA GOLD & CASINOS INC | v325888_ex99-1.htm |
UNITED STATES
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 of earliest event reported):
October 16, 2012
NEVADA GOLD & CASINOS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 1-15517 | 88-0142032 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
50 Briar Hollow Lane Suite 500W Houston, Texas |
77027 | |
| (Address of principal executive offices) | (Zip Code) |
(713) 621-2245
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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 5.02(c). | Appointment of Certain Officers |
On October 16, 2012, Nevada Gold & Casinos, Inc. (the “Company”) announced that Victor Mena has been appointed as the Company’s Vice President of Washington Operations. Mr. Mena, age 49, joined the Company as the Chief Operating Officer of NG Washington, LLC, the Company’s wholly-owned subsidiary, upon the Company’s acquisition of its first three mini-casinos in the State of Washington in May of 2009, namely, the Crazy Moose Casinos in Pasco and Mountlake Terrace and Coyote Bob’s Casino in Kennewick. Prior to joining the Company, Mr. Mena was acting President of Operations of the three mini-casinos.
There are no reportable arrangements or understandings between Mr. Mena and any other persons pursuant to which he was selected for the role of Vice President of Washington Operations. There is no family relationship between Mr. Mena and any director or executive officer of the Company.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
The annual meeting of shareholders of the Company was held on Tuesday,
October 16, 2012, at the Sheraton Suites Houston, 2400 West Loop South, Houston, Texas 77027.
12,836,381 shares of the Company’s common stock were represented at the meeting, either in person or by proxy, constituting
80.43% of the outstanding stock. The following matters were acted upon:
1. Election of Director
One Class II director, Francis M. Ricci, was elected to the Company’s board of directors for the
term that will expire at the annual meeting of shareholders to be held in 2015. The results of the election of Mr. Ricci
are as follows:
| Director Nominee: | For: | Withheld: | Broker Non-Votes: | |||
| Francis M. Ricci | 4,935,616 | 724,114 | 7,176,651 |
2. Ratification of the Selection of Pannell Kerr Forster of Texas, P.C. as Independent Auditors for the 2013 Fiscal Year
The selection of Pannell Kerr Forster of Texas, P.C. as the independent registered public accounting firm of the Company for the 2013 fiscal year was approved by the following vote:
| For: | Against: | Abstain: | Broker Non-Votes: | |||
| 12,216,885 | 557,103 | 62,393 | 0 |
| Item 8.01. | Other Events |
On October 16, 2012, the Company announced that, beginning in the first calendar quarter of 2013, it plans to relocate its corporate offices from Houston, Texas, to Las Vegas, Nevada in order to improve access to acquisition opportunities and participation in industry developments.
On October 16, 2012, the Company issued a press release related to the matters provided in Items 5.02 (c), 5.07 and 8.01 above. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. The following exhibits are furnished as part of this current Report on Form 8-K: |
| 99.1 | Press Release dated October 16, 2012 |
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 who is duly authorized.
| NEVADA GOLD & CASINOS, INC. | ||
| Date: October 16, 2012 | By: | /s/ James J. Kohn |
| James J. Kohn | ||
| Executive Vice President and CFO | ||
INDEX TO EXHIBITS
| Item | Exhibit | |
| 99.1 | Press Release dated October 16, 2012 |