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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 23, 2024
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GOLDEN ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
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| Minnesota | 000-24993 | 41-1913991 |
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| 6595 S Jones Boulevard | | |
Las Vegas, Nevada | | 89118 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (702) 893-7777
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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 (see General Instruction A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | GDEN | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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.
Golden Entertainment, Inc. (the “Company”) held its 2024 annual meeting of shareholders on May 23, 2024 (the “Annual Meeting”), at which the Company’s shareholders voted on the matters set forth below.
Proposal 1: Election of Directors
| | | | | | | | | | | | | | | | | | | | |
| | Votes For | | Votes Withheld | | Broker Non-Votes |
| Blake L. Sartini | | 23,528,067 | | | 314,309 | | | 2,485,099 | |
| Andy H. Chien | | 19,388,741 | | | 4,453,635 | | | 2,485,099 | |
| Ann D. Dozier | | 18,256,379 | | | 5,496,040 | | | 2,575,056 | |
| Mark A. Lipparelli | | 18,723,207 | | | 5,029,212 | | | 2,575,056 | |
Anthony A. Marnell III (1) | | 22,491,726 | | | 1,350,650 | | | 2,485,099 | |
| Terrance L. Wright | | 22,540,392 | | | 1,301,984 | | | 2,485,099 | |
(1) As previously announced in the Company’s Current Report on Form 8-K filed on May 14, 2024, prior to the Annual Meeting, Mr. Marnell III resigned from the Board of Directors of the Company on May 13, 2024. As a result, his nomination was withdrawn and all votes cast for the election of Mr. Marnell III will be disregarded.
Each of foregoing directors was elected.
Proposal 2: To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting.
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| Votes For | | Votes Against | | Votes Withheld | | Broker Non-Votes |
| 20,388,889 | | | 3,427,748 | | | 25,739 | | | 2,485,099 | |
The forgoing Proposal 2 was approved.
Proposal 3: To Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2024.
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| Votes For | | Votes Against | | Votes Withheld | | Broker Non-Votes |
| 26,165,738 | | | 145,973 | | | 15,764 | | | — | |
The forgoing Proposal 3 was approved.
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.
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| GOLDEN ENTERTAINMENT, INC. |
| (Registrant) |
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| Dated: May 24, 2024 | /s/ Charles H. Protell |
| Name: | Charles H. Protell |
| Title: | President and Chief Financial Officer |