Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE DATED MAY 20, 2013 - Affinity Gaming | ex991pressrelease-sharehol.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): May 14, 2013
Affinity Gaming | ||||
(Exact name of registrant as specified in its charter) | ||||
Nevada | 000-54085 | 02-0815199 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
3755 Breakthrough Way Suite 300 Las Vegas, NV | 89135 | (702) 341-2400 | ||
(Address of principal executive offices) | (Zip Code) | (Registrant’s telephone number, including area code) | ||
(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 obligation of the registrant under any of the following provisions:
c Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
c Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
c Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
c 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.
On May 14, 2013, Affinity Gaming (“we” or “our”) held its annual meeting of stockholders (the “Annual Meeting”) for the purpose of allowing shareholders to vote on several proposals, as well as to transact such business as might properly come before the Annual Meeting. On May 20, 2013, we received the certified final voting results, which included zero broker non-votes, from the inspector of elections. The final results of the voting on each proposal presented to stockholders at the Annual Meeting are presented below.
FOR | AGAINST | ABSTAIN | ||||||||
1. | Approve an increase in the size of our board of directors from five to seven seats | 20,013,625 | — | — | ||||||
FOR | WITHHELD | ||||||
2. | Elect seven directors (subject to approval of Proposal 1) from the following list of nominated persons to serve until the 2014 Annual Meeting: | ||||||
Don R. Kornstein | 13,315,683 | — | |||||
Thomas M. Benninger | 20,013,625 | — | |||||
Matthew A. Doheny | 13,315,683 | — | |||||
Randall A. Fine | 20,013,625 | — | |||||
Richard S. Parisi | 20,013,625 | — | |||||
David D. Ross | 20,013,625 | — | |||||
Eric V. Tanjeloff | 20,013,625 | — | |||||
James J. Zenni | 6,697,942 | — | |||||
Martin J. Auerbach | 6,697,942 | — | |||||
By a plurality of votes, stockholders elected Don R. Kornstein, Thomas M. Benninger, Matthew A. Doheny, Randall A. Fine, Richard S. Parisi, David D. Ross and Eric V. Tanjeloff as the seven directors who will serve until our 2014 annual meeting of stockholders.
FOR | AGAINST | ABSTAIN | ||||||||
3. | Advisory vote to approve named executive officer compensation | 13,842,607 | — | 6,171,018 | ||||||
EVERY YEAR | EVERY TWO YEARS | EVERY THREE YEARS | ABSTAIN | ||||||||||
4. | Advisory vote on the frequency of future advisory votes on executive compensation | 4,894,947 | 8,297,365 | — | 6,821,313 | ||||||||
Based on the results of the voting on Proposal 4, we chose to hold future advisory votes on executive officer compensation every two years.
FOR | AGAINST | ABSTAIN | ||||||||
5. | Ratify the appointment of PricewaterhouseCoopers LLP as our registered independent public accounting firm | 20,013,625 | — | — | ||||||
Our stockholders neither considered nor voted on any other matters.
A copy of the press release announcing the final results of stockholder voting at our Annual Meeting is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
Item 9.01(d) Exhibits.
See the Exhibit Index set forth below for a list of exhibits included with this Current Report on Form 8-K.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized.
Affinity Gaming | ||||
Date: | May 20, 2013 | By: | /s/ Donna Lehmann | |
Name: | Donna Lehmann | |||
Title: | Senior Vice President, Chief Financial Officer and Treasurer | |||
EXHIBIT INDEX
Exhibit No. | Description | ||
99.1 | Press release dated May 20, 2013 | ||