Explanatory Note
On March 1, 2022, Red Rock Resorts, Inc. and Station Casinos LLC (together, the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) reporting that the Company had appointed Scott Kreeger to the position of President, effective as of February 28, 2022. At the time the Initial Form 8-K was filed, the Compensation Committee of the Board of Directors had not yet approved a compensation package for Mr. Kreeger. This Current Report on Form 8-K/A amends the Initial Form 8-K to include the compensation information required by Item 5.02(c)(3) and should be read in conjunction with the Initial Form 8-K.
Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) In connection with Mr. Kreeger’s appointment to the position of President, the Company and Mr. Kreeger entered into an employment agreement, effective as of March 3, 2022 (the “Employment Agreement”). The Employment Agreement provides for a fixed five-year term, unless the agreement is otherwise terminated pursuant to its terms. The Employment Agreement provides that Mr. Kreeger will receive an annual base salary of not less than $1,100,000 and an annual bonus opportunity with a targeted amount equal to 125% of Mr. Kreeger’s annual base salary. Pursuant to the Employment Agreement, Mr. Kreeger received an initial equity award with a grant date value equal to $8,650,000 (the “Initial Award”), consisting of stock options and restricted shares. The stock options will vest on each of the first four anniversaries of March 3, 2022 and the restricted shares will vest on each of the third and fourth anniversaries of March 3, 2022, subject to Mr. Kreeger’s continued employment (other than in the event of certain involuntary termination events).
In the event of termination of employment for any reason, Mr. Kreeger will be entitled to accrued and unpaid obligations under the Employment Agreement, such as unpaid salary, any annual bonus awarded but not yet paid and reimbursement for previously-incurred expenses. Mr. Kreeger will not be entitled to any additional payments or benefits if his employment is terminated by the Company for “cause” or by Mr. Kreeger, except with “good reason” following a change in control of the Company. If Mr. Kreeger’s employment is terminated by the Company without “cause” or by Mr. Kreeger for “good reason” following a change in control of the Company, he will be entitled to receive additional payments consisting of a pro-rated annual bonus for the year of termination and a cash payment equal to the annual base salary in effect at the time of termination (paid in 12 equal monthly installments) and continuation of group health and long-term disability insurance coverage for 12 months (or a cash payment made in lieu of continued coverage). Receipt of the additional payments is subject to Mr. Kreeger’s execution of a release of claims against the Company. The Employment Agreement also contains certain restrictive covenant obligations, including indefinite confidentiality obligations and non-competition and non-solicitation restrictions with respect to a defined “restricted area” through the first anniversary of termination of employment.
The foregoing description of the Employment Agreement is qualified by reference to the full text of the Employment Agreement, a copy of which is attached to this Form 8-K/A as Exhibit 10.1 and is incorporated by reference in its entirety.
(e) On March 3, 2022, the Compensation Committee of the Board of Directors approved employment agreement extensions for Messrs. Fertitta, Cootey and Welch, such that the agreements were extended for a five-year term from March 3, 2022 (unless terminated earlier pursuant to the terms of the applicable employment agreement).
| Item 9.01. | Financial Statements and Exhibits. |
