8-K

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): March 12, 2015

PINNACLE ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13641	95-3667491
(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.

(d)

On March 12, 2015, the Board of Directors of Pinnacle Entertainment, Inc., a Delaware corporation (“Pinnacle”), elected Charles L. Atwood to the Board of Directors. Mr. Atwood will hold office until the next annual meeting of stockholders (and until his successor shall have been duly elected and qualified). Pinnacle has not yet made a determination as to the committees of the Board of Directors on which Mr. Atwood will serve. Mr. Atwood is a corporate director and advisor and serves as lead trustee of Equity Residential, a public real estate investment trust.

There are currently no arrangements or understandings between Mr. Atwood and any other persons pursuant to which he was selected as a director of Pinnacle and he is not a party to any transaction that would be required to be disclosed by Pinnacle pursuant to Item 404(a) of Regulation S-K.

Mr. Atwood shall be eligible to participate in all other previously established and disclosed plans in which non-employee directors participate. Such compensation and plans are described in Pinnacle’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 8, 2014.

Item 8.01. Other Events.

On March 13, 2015, Pinnacle issued a press release announcing the election of Mr. Atwood to the Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
Exhibit 99.1	Press Release dated March 13, 2015, issued by Pinnacle Entertainment, Inc.

SIGNATURE

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.

	PINNACLE ENTERTAINMENT, INC.
	(Registrant)
Date: March 13, 2015	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 March 13, 2015, issued by Pinnacle Entertainment, Inc.

EX-99.1

Exhibit 99.1

PINNACLE ENTERTAINMENT ELECTS CHARLES ATWOOD TO ITS BOARD OF DIRECTORS

LAS VEGAS, NV, March 13, 2015 – Pinnacle Entertainment, Inc. (NYSE: PNK) announced today the election of Charles (“Chuck”) Atwood to the Company’s Board of Directors effective March 12, 2015.

Mr. Atwood is currently the Lead Trustee of the board of trustees for Equity Residential (NYSE: EQR), a REIT listed on the New York Stock Exchange and member of the S&P 500. He is also a member of the board of directors of Gala Coral Group, a private U.K.-based gaming company, and ALST Casino Holdings, LLC, a private Las Vegas-based gaming and hospitality company.

Mr. Atwood is an accomplished gaming industry executive, advisor and director. Prior to his current Board appointments, Mr. Atwood joined Harrah’s Entertainment, Inc. (currently known as Caesars Entertainment, Inc.) in 1979 and held numerous finance and development positions during his tenure at that company. He was Chief Financial Officer from 2001 to 2006, joined Harrah’s board of directors in July 2005, and became its Vice Chairman in 2006. Mr. Atwood retired as Vice Chairman of Harrah’s in December 2008.

James L. Martineau, Chairman of Pinnacle Entertainment’s Board of Directors, commented, “Following our Board’s approval in the Fall of 2014 to pursue a plan to separate the Company’s operating assets and its real estate assets into two publicly traded companies, we began a search process to identify a candidate for the Board who can augment its existing REIT experience. We believe we have found the ideal candidate in Chuck, who combines over a decade of real estate experience on the Board of Trustees of Equity Residential, over 30 years of operating experience in the gaming industry as an executive and board member at Harrah’s, and deep business acumen and financial knowledge. We believe Chuck’s ability to draw on these areas of expertise will benefit the shareholders of Pinnacle Entertainment. We welcome Chuck to the Board and look forward to his contributions toward our primary goal of maximizing shareholder value.

At the 2015 Annual Meeting of Stockholders, the Company’s stockholders will be asked to vote upon the election of the following directors to serve on its Board of Directors for the coming year: Charles Atwood, Stephen Comer, Bruce A. Leslie, James L. Martineau, Desirée Rogers, Anthony M. Sanfilippo, and Jaynie Miller Studenmund.

Mr. Martineau concluded, “On behalf of all of our Board members, we thank Richard Goeglein for his 12 years of service to the shareholders of Pinnacle Entertainment. Richard is transitioning from the Board after exemplary service and leadership, including four years as Chairman of the Board.”

# # #

About Pinnacle Entertainment

Pinnacle Entertainment, Inc. owns and operates 15 gaming entertainment properties, located in Colorado, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, and Ohio. The Company also holds a majority interest in the racing license owner, as well as a management contract, for Retama Park Racetrack outside of San Antonio, Texas.

Cautionary Language Regarding Forward-Looking Statements

All statements included in this press release, other than historical information or statements of historical fact, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements, including statements regarding the Company’s ability to separate its real estate assets into a REIT and the timing thereof; ability to obtain financing in connection with the REIT transaction are based on management’s current expectations and are subject to risks, uncertainties and changes in circumstances that could significantly affect future results. Accordingly, Pinnacle cautions that the forward-looking statements contained herein are qualified by important factors and uncertainties that could cause actual results to differ materially from those reflected by such statements. Such factors and uncertainties include, but are not limited to those as may be detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). For more information on the potential factors that could affect the Company’s financial results and business, review the Company’s filings with the SEC, including, but not limited to, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K.

Contacts:
Investor Relations	Media Relations
Vincent J. Zahn, CFA	Tracy West
Vice President	Vice President
Finance, Investor Relations & Treasury	Communications
702-541-7777/investors@pnkmail.com	702-541-7777/tracy.west@pnkmail.com