8-K 1 form8-k2017.htm 8-K Document

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 1, 2017
______________________
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 5.07 Submission of Matters to a Vote of Security Holders.

(a)On May 1, 2017, Pinnacle Entertainment, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).

(b)At the Annual Meeting, the stockholders of the Company (i) elected eight directors to serve for the coming year on the Company’s Board of Directors; (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers; (iii) approved an advisory resolution in favor of holding an annual vote on the compensation of the Company’s named executive officers; (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for the 2017 fiscal year; and (v) approved the “performance-based” compensation provisions of the 2016 Equity and Performance Incentive Plan to comply with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended.
The following are the final voting results as to the five proposals submitted at the Annual Meeting:

Proposal One: Election of eight directors to serve for the coming year on the Company’s Board of Directors. The final vote tabulation for each of the individual directors was as follows:
Nominee
For 
Against 
Abstain 
Broker Non-Votes 
Charles L. Atwood
47,489,593
889,273
9,830
4,326,138
Stephen C. Comer
48,014,349
333,567
40,780
4,326,138
Ron Huberman
48,333,200
8,661
46,835
4,326,138
James L. Martineau
46,850,766
1,496,448
41,482
4,326,138
Desirée Rogers
47,571,592
774,441
42,663
4,326,138
Carlos A. Ruisanchez
47,725,264
653,121
10,311
4,326,138
Anthony M. Sanfilippo
48,367,621
10,925
10,150
4,326,138
Jaynie M. Studenmund
48,119,555
228,819
40,322
4,326,138

Proposal Two: Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The final vote tabulation was as follows:
For
Against
Abstain
Broker Non-Votes
47,243,551
1,129,963
15,182
4,326,138

Proposal Three: Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers. The final vote tabulation was as follows:
1 Year 
2 Years
3 Years
Abstain 
Broker Non-Votes 
43,858,684
31,554
4,480,465
17,993
4,326,138

Based on these voting results, the Company has determined to hold its advisory vote on the compensation of named executive officers annually until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executives officers.

Proposal Four: Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for the 2017 fiscal year. The final vote tabulation was as follows:
 
For 
Against 
Abstain 
Broker Non-Votes 
52,339,933
335,533
39,368
–


Proposal Five: Approval of the “performance-based” compensation provisions of the 2016 Equity and Performance Incentive Plan to comply with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended. The final vote tabulation was as follows:
For
Against 
Abstain
Broker Non-Votes 
38,136,760
10,233,290
18,646
4,326,138

Item 8.01 Other Events.

On May 2, 2017, the Company issued a press release announcing that the Board of Directors had elected Anthony M. Sanfilippo as Chairman of the Board and appointed Charles L. Atwood as Lead Independent Director. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
 
Description
Exhibit 99.1
 
Press Release dated May 2, 2017, issued by Pinnacle Entertainment, Inc.



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:
May 5, 2017
By:  
/s/ Elliot D. Hoops
 
 
 
Elliot D. Hoops
 
 
 
Vice President and Legal Counsel



INDEX TO EXHIBITS 

Exhibit No.
 
Description
Exhibit 99.1
 
Press Release dated May 2, 2017, issued by Pinnacle Entertainment, Inc.