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 7, 2019
CENTURY CASINOS, INC.
(Exact Name of Registrant as specified in its charter)
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Delaware | 0-22900 | 84-1271317 |
(State or other jurisdiction | (Commission | (I.R.S. Employer |
of incorporation) | File Number) | Identification Number) |
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455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado | 80903 |
(Address of principal executive offices) | (Zip Code) |
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Registrant’s telephone number, including area code: | 719-527-8300 |
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:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 Per Share Par Value | CNTY | Nasdaq Capital Market, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b‑2).
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
Century Casinos, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on June 7, 2019. The final voting results on each proposal brought before the Annual Meeting are as follows:
Proposal 1: To elect two Class I directors to the Company’s Board of Directors
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| For | Against | Abstain | Broker Non-Votes |
Dr. Dinah Corbaci | 20,560,047 | 2,691,513 | 2,229 | 1,836,745 |
Eduard Berger | 21,434,430 | 1,817,430 | 1,929 | 1,836,745 |
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Proposal 2: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019
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| For | Against | Abstain | |
| 25,068,116 | 14,405 | 8,013 | |
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Proposal 3: To consider and vote upon an advisory (non-binding) resolution regarding the compensation of the Company’s named executive officers
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| For | Against | Abstain | Broker Non-Votes |
| 21,218,583 | 1,639,444 | 395,762 | 1,836,745 |
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Proposal 4: To consider and vote upon an advisory (non-binding) resolution to determine whether an advisory vote on the compensation of the Company’s named executive officers should be held every one, two or three years
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| Every 1 Year | Every 2 Years | Every 3 Years | Abstain | Broker Non-Votes |
| 22,494,957 | 545,380 | 202,344 | 11,108 | 1,836,745 |
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Based on the voting results on Proposal 4 and consistent with the Company’s recommendation, the Company’s Board of Directors has determined that the Company will conduct future stockholder advisory votes on the compensation of its named executive officers every year until the next required stockholder vote on the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers, which is expected to be held at the Company's 2025 annual meeting of stockholders.
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.
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| Century Casinos, Inc. |
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Date: June 11, 2019 | By: /s/ Margaret Stapleton |
| Margaret Stapleton |
| Executive Vice President and Principal Financial/ Accounting Officer |
