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 5, 2015
AFFINITY GAMING
(Exact name of registrant as specified in its charter)
Nevada | | 000-54085 | | 02-0815199 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
3755 Breakthrough Way, Suite 300, Las Vegas, Nevada | | 89135 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (702) 741-2400
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
On May 5, 2015, Affinity Gaming (“we” or “our”) held its annual meeting of stockholders (the “Annual Meeting”) for the purpose of allowing shareholders to vote on several proposals, as well as to transact such business as might properly come before the Annual Meeting. On May 5, 2015, we received the certified final voting results, which included zero broker non-votes, from the inspector of elections. The final results of the voting on each proposal presented to stockholders at the Annual Meeting are presented below.
| | | FOR | | WITHHELD | |
1. | Elect seven directors from the following list of nominated persons to serve until the 2016 Annual Meeting: | | | | | |
| James A. Cacioppo | | 17,353,080 | | 13,430 | |
| Matthew A. Doheny | | 17,361,345 | | 5,165 | |
| Andrei Scrivens | | 17,342,749 | | 23,761 | |
| Richard S. Parisi | | 17,361,345 | | 5,165 | |
| Michael Silberling | | 17,361,345 | | 5,165 | |
| Eric V. Tanjeloff | | 17,361,345 | | 5,165 | |
| James J. Zenni, Jr. | | 17,342,749 | | 23,761 | |
By a plurality of votes, stockholders elected James A. Cacioppo, Matthew A. Doheny, Andrei Scrivens, Richard S. Parisi, Michael Silberling, Eric V. Tanjeloff and James J. Zenni, Jr. as the seven directors who will serve until our 2016 annual meeting of stockholders.
| | | FOR | | AGAINST | | ABSTAIN | |
2. | Advisory vote to approve named executive officer compensation | | 17,361,345 | | 5,165 | | 0 | |
3. | Approve the amendment and restated of the 2011 Long Term Incentive Plan, including its material terms | | 17,361,345 | | 5,165 | | 0 | |
4. | Ratify the appointment of Ernst & Young LLP as our registered independent public accounting firm for the year ended December 31, 2015 | | 17,361,345 | | 5,165 | | 0 | |
Our stockholders neither considered nor voted on any other matters.
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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.
| AFFINITY GAMING |
| |
Dated: May 7, 2015 | By: | /s/ Marc H. Rubinstein |
| | |
| | Marc H. Rubinstein |
| | |
| | Senior Vice President, General Counsel & Secretary |
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