UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 11, 2014
EMPIRE RESORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-12522 | 13-3714474 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
c/o Monticello Casino and Raceway, 204 State Route 17B, P.O. Box 5013, Monticello, NY |
12701 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (845) 807-0001
Not Applicable
(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 to the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers |
On March 11, 2014, the Board of Directors (the Board) of Empire Resorts, Inc. (Empire) appointed Edmund Marinucci to fill a vacancy in the Board and the board of directors of each subsidiary of Empire created by the resignation of Au Fook Yew. Mr. Marinucci was nominated to stand for election as a director of Empire by Kien Huat Realty III Limited (Kien Huat), the Companys largest stockholder, pursuant to a nomination right held by Kien Huat under an Investment Agreement between the Company and Kien Huat dated August 19, 2009 (as amended, the Investment Agreement). The Investment Agreement provides that Kien Huat has the right to recommend three directors to the Board, subject to the reasonable approval of the Nominating and Corporate Governance Committee (the Nominating Committee). The Nominating Committee reviewed Mr. Marinuccis qualifications and the needs of the Company and had determined to recommend to the Board that Mr. Marinucci be appointed to the board of directors of the Company and each subsidiary to fill the vacancies resulting from the resignation of Mr. Au.
Mr. Marinucci has been a partner at PCH Hotels, LLC, a boutique hotel and resort operator based in San Francisco that is an operating division of Pacific Union Company since 1983. From October 1983 to December 2008, Mr. Marinucci served as a president of PCH Hotels, LLC. PCH Hotels owned and managed properties in the U.S. and the Caribbean. Such properties included Meadowood Resort (Napa, California), Windermere Island Club (Bahamas), Divi Resorts (Aruba), Downtown Athletic Club (New York City), Frangipani Resort (Anguilla) and Marriott Resort (Grand Cayman). During his presidency of PCH Hotels, he oversaw the ground-up development of The Hotel Griffon and the renovation and repositioning of the Drisco Hotel (each in San Francisco). Prior to PCH Hotels, Mr. Marinucci served as director of development for HCP Hotels/Aston Resorts in Hawaii. In such position, Mr. Marinucci oversaw all development aspects of the hotel group and grew inventory from 15 to 20 hotel resorts. From 1978 to 1981, Mr. Marinucci served as director of resort operations for Kapalua Resort Maui in Hawaii. While at Kapalua Resort Maui, Mr. Marinucci was responsible for the daily operations of the resort, including the Kapalua Bay Hotel, 150 rental villas, two golf courses, They Bay and The Village. He serves on the board of directors of Miami JV Member LLC, a private Hotel and Resort Company, and has previously served on the board of directors of Jameson Inns/Colony Capital, a private Hotel and Resort Company. Mr. Marinucci is a member of The Cornell Hotel Society. Mr. Marinucci received a BS in Hotel Administration from the Cornell University School of Hotel Administration.
SIGNATURES
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.
Dated: March 17, 2014
EMPIRE RESORTS, INC. | ||
By: | /s/ Joseph A. DAmato | |
Name: | Joseph A. DAmato | |
Title: | Chief Executive Officer |