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): June 9, 2020
Monarch Casino & Resort, Inc.
(Exact name of registrant as specified in its charter)
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Nevada | | 0-22088 | | 88-0300760 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
3800 South Virginia Street, Reno, Nevada | | 89502 |
(Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (775) 335-4600
Not applicable.
(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))
Securities registered pursuant to Section 12(b) of the Act:
☐ ☐ |
Title of each class | | Trading | | Name of each exchange on which registered |
Common Stock, $0.01 par value | | MCRI | | The Nasdaq Stock Market LLC (Nasdaq-GS) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 9, 2020, Monarch Casino & Resort, Inc. (the "Company") held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). A total of 16,217,630 shares, or 89.25%, of shares outstanding as of the record date of the Company's common stock were present or represented by proxy at the meeting. The results of stockholder voting on the two proposals presented were as follows:
Proposal 1 – Stockholders elected the following three directors nominated by the board of directors, each to serve until the 2022 annual meeting of stockholders and until his successor is elected and qualified, or until such director's earlier death, resignation or removal.
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Director Nominee | | For | | Against | | Abstain | | Broker Non-Vote |
John Farahi | | 13,471,098 | | 2,730,125 | | 16,407 | | 0 |
Craig F. Sullivan | | 12,675,191 | | 3,526,423 | | 16,016 | | 0 |
Paul Andrews | | 15,949,910 | | 252,413 | | 15,307 | | 0 |
Proposal 2 – Stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the 2020 proxy statement of the Company's named executive officers.
| | | | | | |
For | | Against | | Abstain | | Broker Non-Vote |
| 14,324,241 | | 255,162 | | 1,638,227 | | 0 |
Item 7.01Regulation FD Disclosure.
David Farahi, the Company's Chief Operations Officer during the financial presentation at the 2020 Annual Meeting, reported that the Monarch Casino Black Hawk, which shut down on March 16, 2020 in response to the Colorado governor’s order in an effort to contain the COVID-19 spread, is expected to re-open on June 17, 2020.
The information under this caption Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
When used in this report and elsewhere by management from time to time, the words "believes," "anticipates," "expects," "estimates," and similar expressions are intended to identify forward-looking statements with respect to the Company's expectations regarding the opening of Monarch Casino Black Hawk. Certain important factors, including, without limitation, receipt of governmental and regulatory permits and approvals, litigation risks and construction risks could cause the Company's actual results to differ materially from those expressed in its forward-looking statements. Further information on potential factors which could affect our expansion and development activities is included in our filings with the Securities and Exchange Commission ("SEC"). Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date thereof. The Company undertakes no obligation to publicly release any revisions to such forward-looking statement to reflect events or circumstances after the date hereof.
Because of the inherent uncertainties related to construction, construction completion, impact of litigation, and the need to obtain certain governmental permits and approvals, among other things, the Company refers the readers hereof to the "Risk Factors" set forth in Item 1A. Risk Factors, of its Annual Report on SEC Form 10-K for the year ended December 31, 2019, and subsequent risk factors listed in its other filings under the Securities Exchange Act of 1934.
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.
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| Monarch Casino and Resort, Inc. |
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Date: June 10, 2020 | /s/ Edwin S. Koenig |
| Edwin S. Koenig, Chief Accounting Officer |
| (Principal Financial and Accounting Officer and Duly Authorized Officer) |
