Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 13, 2019, the shareholders of Red Rock Resorts, Inc. (the “Company”) approved the Company’s Amended and Restated 2016 Equity Incentive Plan (the “Amended Plan”). The Amended Plan was previously adopted by the Board of Directors of the Company (the “Board”) on April 23, 2019. The Amended Plan authorizes the Board (or a committee thereof) to award equity-based compensation in the form of (1) stock options, including incentive stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units, (5) performance awards, and (6) other stock-based awards.
Subject to any adjustments permitted under the Amended Plan, the Amended Plan authorizes the issuance of an additional 11,585,479 shares of Class A common stock (“Shares”) in connection with awards pursuant to the Amended Plan, plus the number of Shares remaining available for issuance under the original 2016 Equity Incentive Plan (the “Original 2016 Plan”) as of June 13, 2019, plus the number of Shares that again become available for awards under the terms of the Original 2016 Plan and the Amended Plan. No more than 11,585,479 Shares under the Amended Plan may be issued upon the exercise of ISOs. The number of Shares with respect to awards that may be granted under the Amended Plan to any individual participant in respect of a single fiscal year may not exceed 1,737,822 Shares. The maximum total compensation (including awards under the Amended Plan, determined based on the fair market value of such awards as of the grant date, plus annual retainer fees, chairperson fees, committee member fees and any other remuneration) that may be paid to anynon-employee director in respect of a single fiscal year is limited to $750,000.
The Amended Plan limits the aggregate number of Shares that can be delivered in respect of full value awards (e.g., restricted shares and restricted stock units) to no more than 30% of the maximum numbers of Shares that may be delivered under the Amended Plan.
A summary of the Amended Plan was included as part of Proposal 3 in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2019 (the “Proxy Statement”). The summary of the Amended Plan contained in the Proxy Statement is qualified by, and subject to, the full text of the Amended Plan, which was filed as Appendix A to the Proxy Statement and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 13, 2019, at which shareholders voted on the matters set forth below.
Proposal 1: Election of Directors
| | | | | | | | |
Nominee | | For | | | Withheld | |
Frank J. Fertitta III | | | 509,166,431 | | | | 11,273,533 | |
Lorenzo J. Fertitta | | | 508,743,776 | | | | 11,696,188 | |
Robert A. Cashell, Jr. | | | 496,166,327 | | | | 24,273,637 | |
Robert E. Lewis | | | 502,558,792 | | | | 17,881,172 | |
James E. Nave, D.V.M. | | | 501,807,451 | | | | 18,632,513 | |
BrokerNon-Votes: 1,428,769 for each of Mr. Fertitta, Mr. Fertitta, Mr. Cashell, Mr. Lewis and Dr. Nave.
Each of the foregoing directors was elected and received the affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum was present.
Proposal 2:“Say-on-pay”non-binding advisory vote
| | | | |
| For | | Against | | Abstain |
| 514,828,931 | | 5,608,720 | | 2,313 |
BrokerNon-Votes: 1,428,769
