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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
June 21, 2024
Date of report (Date of earliest event reported)
 
PLAYAGS, INC.
(Exact name of registrant as specified in its charter)
 
 
Nevada
001-38357
46-3698600
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
6775 S. Edmond St., Suite #300
Las Vegas, Nevada, 89118
(Address of Principal Executive Offices) (Zip Code)
 
(702) 722-6700
(Registrant’s Telephone Number, Including Area Code)
 
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:
 
 
☐
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common stock, $0.01 par value
  
AGS
  
New York Stock Exchange
 
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.
 
(a) Annual Meeting. The 2024 Annual Meeting of Stockholders of PlayAGS, Inc. (the “Company”) was held on June 21, 2024.
 
(b) Matters Voted Upon; Voting Results. The following matters were submitted for a vote of the Company’s stockholders.
 
Matter One. The election of the two nominees to the board of directors of the Company as Class I directors for a term of three years expiring at the Annual Meeting of Stockholders to be held in 2027.
 
Nominee
  
Number
of Shares
Voted For
  
Number of
Shares
Withheld
  
Number of
Broker
Non-Votes
Yvette Landau   18,167,373   10,097,600   6,351,491
Geoff Freeman   16,176,840   12,088,133   6,351,491
 
Matter Two. The advisory vote to approve the compensation of the Company’s named executive officers.
 
Number of
Shares
Voted For
  
Number of
Shares
Voted Against
  
Number of
Shares
Abstaining
  
Number of
Broker
Non-Votes
9,343,656   18,811,246   110,071   6,351,491
 
Matter Three. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
 
Number of
Shares
Voted For
  
Number of
Shares
Voted Against
  
Number of
Shares
Abstaining
  
Number of
Broker
Non-Votes
34,493,097   120,844   2,523   0
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
 
  
PlayAGS, INC.
Dated: June 26, 2024
By:
/s/ Kimo Akiona
Kimo Akiona
Chief Financial Officer