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 25, 2018 (May 22, 2018) 

Everi Holdings Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (800) 833-7110

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 obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

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

The annual meeting of stockholders (the “Annual Meeting”) of Everi Holdings Inc. (the “Company”) was held on May 22, 2018. The proposals identified herein were previously disclosed in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 20, 2018.

1.     Election of two Class I directors to serve until the Company’s 2021 annual meeting of stockholders.

The stockholders voted to re-elect E. Miles Kilburn and Eileen F. Raney as Class I directors to the Board of Directors of the Company (the “Board”) for a term expiring at the 2021 annual meeting of stockholders, and to hold office until the designated annual meeting or until their successors are elected and qualified, or until their earlier resignation. The table below indicates the voting results:

2.     Approval, on an advisory basis, of the compensation of the Company’s named executive officers as shown in the 2018 Proxy Statement.

The stockholders voted to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The table below indicates the voting results:

3.     Approval of an amendment of the Company’s Amended and Restated 2014 Equity Incentive Plan to remove the fungible share ratio provision.

The stockholders voted to approve an amendment to the Company’s Amended and Restated 2014 Equity Incentive Plan to remove the fungible share ratio provision. The table below indicates the voting results:

4.     Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

The stockholders voted to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The table below indicates the voting results:

2

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

3

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.

4