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): December 15, 2016
PINNACLE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37666 | 47-4668380 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 3980 Howard Hughes Parkway, Las Vegas, Nevada | 89169 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s Telephone Number, including area code: (702) 541-7777
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (e) |
On December 15, 2016, Pinnacle Entertainment, Inc. (the “Company”) entered into amendments to certain employment agreements effective as of January 1, 2017 (the “Effective Date”), with Carlos A. Ruisanchez, the Company’s President and Chief Financial Officer, Virginia E. Shanks, the Company’s Executive Vice President and Chief Administrative Officer, and Neil E. Walkoff, the Company’s Executive Vice President of Operations (collectively, the “Employment Agreement Amendments”). The Employment Agreement Amendments amend the base salaries earned by Messrs. Ruisanchez and Walkoff and Ms. Shanks.
Pursuant to the Employment Agreement Amendments, beginning on the Effective Date, Mr. Ruisanchez will earn an annual base salary of $880,000, Ms. Shanks will earn an annual base salary of $660,000 and Mr. Walkoff will earn an annual base salary of $575,000.
The foregoing summary of the Employment Agreement Amendments is qualified in its entirety by reference to the Employment Agreement Amendments, which are attached as Exhibits 10.1, Exhibit 10.2 and Exhibit 10.3 to this Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| Exhibit 10.1 | Second Amendment to Employment Agreement, dated as of December 15, 2016, between Pinnacle Entertainment, Inc. and Carlos A. Ruisanchez | |
| Exhibit 10.2 | Third Amendment to Employment Agreement, dated as of December 15, 2016, between Pinnacle Entertainment, Inc. and Virginia E. Shanks | |
| Exhibit 10.3 | Second Amendment to Employment Agreement, dated as of December 15, 2016, between Pinnacle Entertainment, Inc. and Neil E. Walkoff | |
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PINNACLE ENTERTAINMENT, INC. | ||||||
| (Registrant) | ||||||
| Date: December 16, 2016 | By: | /s/ Elliot D. Hoops | ||||
| Elliot D. Hoops | ||||||
| Vice President and Legal Counsel | ||||||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| Exhibit 10.1 | Second Amendment to Employment Agreement, dated as of December 15, 2016, between Pinnacle Entertainment, Inc. and Carlos A. Ruisanchez | |
| Exhibit 10.2 | Third Amendment to Employment Agreement, dated as of December 15, 2016, between Pinnacle Entertainment, Inc. and Virginia E. Shanks | |
| Exhibit 10.3 | Second Amendment to Employment Agreement, dated as of December 15, 2016, between Pinnacle Entertainment, Inc. and Neil E. Walkoff | |
Exhibit 10.1
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment”) is made this 15th day of December, 2016, effective as of January 1, 2017 (the “Effective Date”), by and between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and CARLOS A. RUISANCHEZ, an individual (“Executive”), with respect to the following facts and circumstances:
RECITALS
The Company and Executive entered into an Employment Agreement on October 13, 2014 (the “Employment Agreement”), with Executive having a base salary of Eight Hundred Thousand Dollars ($800,000) per year.
On December 16, 2014, effective as of January 1, 2015, the Company and Executive entered into that certain First Amendment to Employment Agreement (the “First Amendment” and, together with the Employment Agreement, the “Agreement”).
Effective as of January 1, 2017, the Company and Executive desire to amend the Agreement to increase Executive’s base salary to Eight Hundred Eighty Thousand Dollars ($880,000) per year.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:
AMENDMENT
1. Effective as of January 1, 2017, Article 3, Section 3.1 of the Agreement (Base Salary) is hereby deleted in its entirety and replaced with the following new Article 3, Section 3.1:
“3.1 Base Salary. In consideration for Executive’s services hereunder, the Company shall pay Executive an annual base salary at the rate of Eight Hundred Eighty Thousand Dollars ($880,000.00) per year effective as of January 1, 2017 through the end of the Term; payable in accordance with the Company’s regular payroll schedule from time to time (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings).”
2. Except as modified herein, all other terms of the Agreement shall remain in full force and effect. In the event of a conflict between the terms of the Agreement and this Second Amendment, the terms of this Second Amendment shall apply. No modification may be made to the Agreement or this Second Amendment except in writing and signed by both the Company and Executive.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly as of the date first written above.
| EXECUTIVE | PINNACLE ENTERTAINMENT, INC. | |||||
| /s/ Carlos A. Ruisanchez |
By: | /s/ Anthony M. Sanfilippo | ||||
| Carlos A. Ruisanchez | Anthony M. Sanfilippo, | |||||
| Chief Executive Officer | ||||||
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Exhibit 10.2
THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the “Third Amendment”) is made this 15th day of December, 2016, effective as of January 1, 2017 (the “Effective Date”), by and between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and VIRGINIA E. SHANKS, an individual (“Executive”), with respect to the following facts and circumstances:
RECITALS
The Company and Executive entered into an Employment Agreement on October 13, 2014 (the “Employment Agreement”), with Executive having a base salary of Six Hundred Thousand Dollars ($600,000) per year.
On December 18, 2014, effective as of January 1, 2015, the Company and Executive entered into that certain First Amendment to Employment Agreement (the “First Amendment”) and on December 21, 2015, effective as of January 1, 2016, the Company and the Executive entered into that certain Second Amendment to Employment Agreement (the “Second Amendment” and, together with the Employment Agreement and the First Amendment, the “Agreement”).
Effective as of January 1, 2017, the Company and Executive desire to amend the Agreement to increase Executive’s base salary to Six Hundred Sixty Thousand Dollars ($660,000) per year.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:
AMENDMENT
1. Effective as of January 1, 2017, Article 3, Section 3.1 of the Agreement (Base Salary) is hereby deleted in its entirety and replaced with the following new Article 3, Section 3.1:
“3.1 Base Salary. In consideration for Executive’s services hereunder, the Company shall pay Executive an annual base salary at the rate of Six Hundred Sixty Thousand Dollars ($660,000.00) per year effective as of January 1, 2017 through the end of the Term; payable in accordance with the Company’s regular payroll schedule from time to time (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings).”
2. Except as modified herein, all other terms of the Agreement shall remain in full force and effect. In the event of a conflict between the terms of the Agreement and this Third Amendment, the terms of this Third Amendment shall apply. No modification may be made to the Agreement or this Third Amendment except in writing and signed by both the Company and Executive.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly as of the date first written above.
| EXECUTIVE | PINNACLE ENTERTAINMENT, INC. | |||||
| /s/ Virginia E. Shanks |
By: | /s/ Anthony M. Sanfilippo | ||||
| Virginia E. Shanks | Anthony M. Sanfilippo, | |||||
| Chief Executive Officer | ||||||
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Exhibit 10.3
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment”) is made this 15th day of December, 2016, effective as of January 1, 2017 (the “Effective Date”), by and between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and NEIL E. WALKOFF, an individual (“Executive”), with respect to the following facts and circumstances:
RECITALS
The Company and Executive entered into an Employment Agreement on October 13, 2014 (the “Employment Agreement”), with Executive having a base salary of Five Hundred Twenty Five Thousand Dollars ($525,000) per year.
On December 21, 2015, effective as of January 1, 2016, the Company and Executive entered into that certain First Amendment to Employment Agreement (the “First Amendment” and, together with the Employment Agreement, the “Agreement”).
Effective as of January 1, 2017, the Company and Executive desire to amend the Agreement to increase Executive’s base salary to Five Hundred Seventy Five Thousand Dollars ($575,000) per year.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:
AMENDMENT
1. Effective as of January 1, 2017, Article 3, Section 3.1 of the Agreement (Base Salary) is hereby deleted in its entirety and replaced with the following new Article 3, Section 3.1:
“3.1 Base Salary. In consideration for Executive’s services hereunder, the Company shall pay Executive an annual base salary at the rate of Five Hundred Seventy Five Thousand Dollars ($575,000.00) per year effective as of January 1, 2017 through the end of the Term; payable in accordance with the Company’s regular payroll schedule from time to time (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings).”
2. Except as modified herein, all other terms of the Agreement shall remain in full force and effect. In the event of a conflict between the terms of the Agreement and this Second Amendment, the terms of this Second Amendment shall apply. No modification may be made to the Agreement or this Second Amendment except in writing and signed by both the Company and Executive.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly as of the date first written above.
| EXECUTIVE | PINNACLE ENTERTAINMENT, INC. | |||||
| /s/ Neil E. Walkoff |
By: | /s/ Anthony M. Sanfilippo | ||||
| Neil E. Walkoff | Anthony M. Sanfilippo, | |||||
| Chief Executive Officer | ||||||
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