UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



SCHEDULE 14A



Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )



Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐



Check the appropriate box:



CENTURY CASINOS, INC.

------------------------------------------------

(Name of Registrant as Specified In Its Charter)



-------------------------------------------------

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)





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May 1, 2017

LETTER FROM OUR CHAIRMAN



Dear Stockholder:



We cordially invite you to electronically attend the Annual Meeting of Stockholders of Century Casinos, Inc., which will be held on Tuesday,Monday, June 13, 201711, 2018 at 8:00 a.m. Mountain Time (4:00 p.m. Central European Time). We are pleased to announce that this year’s Annual Meeting will again be a virtual meeting via live webcast on the Internet.  You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/cnty2017.cnty2018.  



At the Annual Meeting, you will be asked to vote on proposals to elect onetwo Class II directorIII directors to our Board of Directors, ratify the appointment of our independent registered public accounting firm, approve an advisory (non-binding) resolution regarding the compensation of our named executive officers and consider such other business as may properly come before the meeting.



Enclosed is a notice of the Annual Meeting, the proxy statement and proxy card along with a copy of our Annual Report for the 20162017 fiscal year.



We encourage you to read the enclosed proxy statement and vote promptly.  If you attend the Annual Meeting, you may vote in person via the Internet even if you previously voted by proxy.  Thank you for your interest and support.





April 30, 2018



/s/ Erwin Haitzmann

Erwin Haitzmann

Chairman of the Board of Directors

455 E. Pikes Peak Ave., Suite 210

Colorado Springs, CO 80903

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS



Notice is hereby given that the 2017 Annual Meeting of Stockholders of Century Casinos, Inc., a Delaware corporation, will be convened on Tuesday,

DATE AND TIME Monday, June 13, 2017 at11, 2018, 8:00 a.m. Mountain Time (4:4:00 p.m. Central European Time) via the Internet at Time PLACE Virtual Meeting www.virtualshareholdermeeting.com/cnty2017, for the following purposes:cnty2018 RECORD DATE Tuesday, April 17, 2018



ANNUAL MEETING PROPOSALS



Stockholders are cordially invited to attend the meeting in person via the Internet by going to the following web address:

www.virtualshareholdermeeting.com/cnty2017

PROXY VOTING

Only those stockholders of record owning shares of our common stock at the close of business on April 17, 20172018 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement of the Annual Meeting. A complete list of these stockholders will be available for ten days prior to the meeting at the office of our Corporate Secretary at 455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado 80903, and at the Annual Meeting.



If you attend the Annual Meeting via the live webcast, go to www.virtualshareholdermeeting.com/cnty2017cnty2018 at least 15 minutes prior to the start time to register. Click on the link to the audio-only webcast on that page and a script will take you through the steps necessary to access the webcast. You will need to have your proxy card when you access the website. You will be prompted to enter your control number to create and submit an electronic ballot.



Our proxy statement is enclosed. Stockholders who cannot attend the meeting via the Internet should vote by using the enclosed proxy card. Please fill-in,fill in, date, sign and return the enclosed proxy card in the enclosed envelope so that your shares may be voted at the meeting. If you attend the meeting via the Internet, you may revoke your proxy and vote in person. Your vote is important.



Colorado Springs, Colorado

May 1, 2017April 30, 2018

455 E. Pikes Peak Ave., Suite 210

Colorado Springs, CO 80903TABLE OF CONTENTS

2018 ANNUAL MEETING OF STOCKHOLDERS



PROXY STATEMENT

Annual Meeting of Stockholders

To Be Held on June 13, 2017

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Century Casinos, Inc. for the Annual Meeting of Stockholders (“Annual Meeting”) to be held viaat the Internetfollowing date, time and place, and at www.virtualshareholdermeeting.com/cnty2017 on Tuesday, June 13, 2017, at 8:00 a.m. Mountain Time (4:00 p.m. Central European Time), for the purposesany postponements or adjournments thereof:

Matters to be considered and acted upon are set forth in the accompanying Notice of Annual Meeting of Stockholders.Stockholders and this proxy statement and are more fully described herein. The enclosed materials were first mailed on or about May 1, 20172, 2018 to our stockholders of record as of April 17, 2017.  2018.

YOUR VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 11, 2018. This proxy statement and the annual report to stockholders are available at www.proxyvote.com. None of the information contained in our annual report is proxy solicitation material.



The mattersVOTING RIGHTS AND OUTSTANDING SHARES

Only stockholders of record at the close of business on April 17, 2018 will be entitled to be brought beforevote at the Annual Meeting are proposals to elect one Class II director to our Board of Directors, ratify the appointmentMeeting. On that date, there were 29,362,768 shares outstanding of our independent registered public accounting firm forcommon stock, our only class of voting securities. Each share of common stock is entitled to one vote per share. Cumulative voting in the year ending December 31, 2017, approve an advisory (non-binding) resolution regarding the compensationelection of our named executive officers and the transaction of such other business that properly comes before the meeting.directors is not permitted.



All properly executed proxies received prior to the Annual Meeting will be voted at the Annual Meeting. If a stockholder directs how a proxy is to be voted with respect to the business coming before the Annual Meeting, the proxy will be voted in accordance with the stockholder’s directions. If a stockholder does not direct how a proxy is to be voted, it will be voted in favor of the election of the one Class II director nominee toas the Board named in this proxy statement, for the ratification of Deloitte & Touche LLP recommends, which is as our independent registered public accounting firm for the year ending December 31, 2017, for the approval of the advisory (non-binding) resolution regarding the compensation of our named executive officers and in the proxy holder’s discretion in accordance with our bylaws for any other matters properly presented to be considered at the Annual Meeting. follows:

A proxy may be revoked at any time before it is exercised by giving written notice to our Corporate Secretary at the above address or by delivery of a subsequently executed proxy. Stockholders may vote their shares in person if they attend the Annual Meeting, even if they have executed and returned a proxy. Stockholders will not be able to vote their shares by phone at the meeting.



Proxies are being solicited by mail, and, in addition, our directors, officers and regular employees (who will not receive any additional compensation) may solicit proxies personally, by telephone, by email, or by special correspondence. We will reimburse brokerage firms and others for their expenses in forwarding proxy materials to the beneficial owners of our common stock. All expenses involved in preparing, assembling and mailing this proxy statement and the enclosed material and in connection with the solicitation of proxies in regard to the proposals brought forward by us and included in this proxy statement will be paid by us.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 13, 2017.

This proxy statement and the annual report to stockholders are available at www.proxyvote.com. None of the information contained in our annual report is proxy solicitation material.

VOTING SECURITIES

Only stockholders of record at the close of business on April 17, 2017 will be entitled to vote at the Annual Meeting. On that date, there were 24,461,268 shares outstanding of our common stock, our only class of voting securities. Each share of common stock is entitled to one vote per share. Cumulative voting in the election of directors is not permitted.

QUORUM AND VOTES REQUIRED

The holders of a majority of our issued and outstanding shares of common stock, represented either in person or by proxy and entitled to vote at the meeting, will constitute a quorum for the transaction of business at the Annual Meeting. A vote of the holders of a majority of the common stock present, either in person or by proxy, and entitled to vote, is required to elect the Class II director nominee,nominees, to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 20172018 and to approve the advisory (non-binding) resolution regarding the compensation of our named executive officers.officers (“NEOs”).



A stockholder entitled to vote may abstain from voting for nominees for director in the election of directors and may abstain from voting on any of the other proposals. Abstentions are counted for purposes of determining a quorum to conduct business. Abstentions will have the effect of a vote “against” a proposal, sincebecause an abstention represents a share entitled to vote and is included in the denominator in determining the percentage approved. The inspectors of election will treat broker non-votes, which are shares held by brokers or nominees for which the broker or nominee has no discretionary power to vote on a particular matter and for which they have received no instructions from the beneficial owners or persons entitled to vote, as shares that are present for purposes of determining the presence of a quorum. However, for purposes of determining the outcome of any matters as to which the broker has indicated on the proxy that it does not have discretionary authority to vote, including the election of directors, those shares will be treated as not entitled to vote with respect to that matter (even though those shares may be entitled to vote on other matters).



STOCKHOLDER PROPOSALS

If you are a stockholder who wishes to present a proposal for inclusion in the proxy statement and form of proxy for consideration at our 20182019 Annual Meeting of Stockholders, you must submit your proposals to the attention of our Corporate Secretary at our executive office at 455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado 80903, so that the proposal is received by us no later than January 1, 2018.2, 2019. In order for a stockholder proposal to be properly considered at the 20182019 Annual Meeting, our Corporate Secretary must have received notice of the proposal no sooner than December 15, 201713, 2018 and no later than February 13, 2018,11, 2019, in accordance with our amended and restated bylaws. Proposals received by us before December 15, 201713, 2018 or after February 13, 201811, 2019 will be deemed untimely and will not be considered at the 20182019 Annual Meeting. 



STOCKHOLDER COMMUNICATIONS AND DIRECTOR NOMINATIONS

Stockholders or other interested parties may communicate with our Board, any individual director, or members of any Board committee. Stockholders should send any communications to investor@cnty.com,, and identify the intended recipient or recipients. All communications addressed to the Board or any identified director or directors will be forwarded to the identified person or persons.



In order to nominate candidates for election to our Board, nominations must be timely received from a stockholder at our executive office at 455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado 80903, as described above under “Stockholder Proposals”, and must set forth the name, age, business address and residence address of each nominee, the nominees’ principal occupation or employment, the number of shares of our common stock owned by each nominee, and any other information regarding each nominee required to be disclosed by applicable laws. The nomination must also state the name and address of the stockholder making such nominations and the number of shares of common stock owned by such person.

HOUSEHOLDING

To reduce the expense of delivering duplicate proxy solicitation materials, we and some brokers may take advantage of the “householding” rules of the Securities and Exchange Commission (“SEC”). These householding rules permit the delivery of only one set of proxy solicitation materials to stockholders who share the same address, unless otherwise requested. Any stockholder of record who shares an address with another stockholder of record and who has received only one set of proxy solicitation materials may receive a separate copy of those materials, without charge, or request future delivery of separate materials upon writing our Corporate Secretary at 455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado 80903 or calling (719) 527-8300. Likewise, any stockholder of record who shares an address with another stockholder of record and who has received multiple sets of proxy solicitation materials may request future delivery of a single copy of those materials upon writing our Corporate Secretary at 455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado 80903 or calling (719) 527-8300.

If you consent to householding, your election will remain in effect until you revoke it. Should you later revoke your consent, you will be sent separate copies of those documents that are mailed at least thirty days or more after receipt of your revocation.

CERTAIN INFORMATION REGARDING THE BOARD

The following table presents the current members of the Board, the committees on which they serve, and whether they are independent under Nasdaq Stock Market (“Nasdaq”) listing standards and SEC rules.

On February 3, 2018, Robert Eichberg, a director who had served on the Board since 1997, passed away.  On February 20, 2018, the Board, acting upon the recommendation of the Governance and Nominating Committee, appointed Eduard Berger to fill the vacancy on the Board that was created by Mr. Eichberg’s death.

The Board held two meetings during 2017. During 2017, each director attended at least 75% of the meetings of the Board and of each committee on which he or she served. A majority of our directors are independent directors, as required by the Nasdaq listing standards. Our Board determines whether a director is independent through a broad consideration of facts and circumstances, including an assessment of the materiality of any relationship between us and a director not merely from the director’s standpoint, but also from that of persons or organizations with which the director has an affiliation. In making this determination, the Board adheres to the independence criteria defined by the Nasdaq listing standards and applicable SEC rules

Our policy regarding attendance by members of the Board at our Annual Meeting of Stockholders is to encourage directors to attend, either in person or by teleconference, subject to their availability during that time.  Mr. Hoetzinger, Dr. Haitzmann Mr. Schellmann and Dr. Corbaci attended the 2017 Annual Meeting.

The Audit Committee of the Board is governed by an Amended and Restated Charter and Powers of the Audit Committee, a current copy of which can be found at www.cnty.com/corporate/corporate-governance. During 2017, the Audit Committee held four meetings.

The Compensation Committee of the Board operates pursuant to a written charter that was adopted by the Board, a current copy of which can be found at www.cnty.com/corporate/corporate-governance.  

The Compensation Committee collaborates with our management team in reviewing the material terms of our existing compensation policies and programs for all employees and believes that such policies and programs do not encourage excessive risk-taking that is reasonably likely to result in a material adverse impact on us.

In fulfilling its responsibilities, the Compensation Committee may delegate any of its responsibilities to one or more subcommittees or to one of its members as the Compensation Committee may deem appropriate in its sole discretion, to the extent permitted by Nasdaq and SEC rules and any other applicable rules and regulations. In addition, the Compensation Committee may engage external compensation consultants to assist in setting executive compensation. In 2016, the Compensation Committee engaged an independent advisor to assist the Compensation Committee in redesigning our annual and long-term incentive compensation plans. During 2017, the Compensation Committee held one meeting. 

The Governance and Nominating Committee operates pursuant to a written charter that was adopted by the Board, a current copy of which can be found at www.cnty.com/corporate/corporate-governance.  

The Governance and Nominating Committee will consider director nominees recommended by stockholders under the same procedure used for considering director nominees recommended by management or other directors. See the “Stockholder Communications and Director Nominations” section of this proxy statement for procedures to be followed by stockholders to submit recommendations.

In fulfilling its responsibilities, the Governance and Nominating Committee may engage external consultants. No external consultants were used during 2017. We believe that our current Board members collectively possess diverse knowledge and experience in the disciplines that impact our business. Prior to nominating a new director candidate, our Governance and Nominating Committee considers the collective experience of the existing Board members. Based on this evaluation, the Governance and Nominating Committee nominates individuals who it believes can either strengthen the Board's sophistication and experience or further diversify the collective experience represented. Although the Board does not currently have a policy directly addressing director diversity, the Governance and Nominating Committee, guided by the Governance and Nominating Committee's charter, generally assesses the diversity of the Board and the effectiveness of its diversity considerations prior to nominating any additional candidates for director. During 2017, the Governance and Nominating Committee held one meeting.

DIRECTOR SELECTION PROCESS

The general criteria that the Governance and Nominating Committee uses to select nominees are:

The Governance and Nominating Committee reviewed the qualifications of Dr. Haitzmann and Mr. Schellmann, whose terms expire at the 2018 Annual Meeting, and has recommended to the Board that Dr. Haitzmann and Mr. Schellmann be re-elected to the Board for a three-year term expiring at the 2021 Annual Meeting.

BOARD LEADERSHIP STRUCTURE

The Board does not have a policy regarding the separation of the roles of Co-Chief Executive Officer and Chairman of the Board, as the Board believes it is in our best interests to make that determination based on our particular position and direction and the membership of the Board. The Board has determined that having our Co-Chief Executive Officer Dr. Haitzmann serve as Chairman is in the best interest of our stockholders at this time. This structure makes the best use of the Co-Chief Executive Officer’s extensive knowledge of us and our industry, as well as fostering greater communication between our management and the Board. The combined role of Chairman and Co-Chief Executive Officer is balanced by our governance structure, policies and controls. Three of the five members of our Board of Directors satisfy the requirements of independence promulgated by the SEC and Nasdaq, and the Audit, Compensation, and Governance and Nominating Committees are composed entirely of independent members of the Board. This structure encourages independent and effective oversight of our operations and prudent management of risk.

The Board has not appointed a “lead independent director” due to the small size of the Board and because three of the five directors are independent. The Board therefore does not believe that a lead independent director would add significant value at this time.

RISK OVERSIGHT

Our Board of Directors administers its risk oversight function directly and through its committees.  The Board has oversight responsibility for all risks and has various programs to oversee financial and business risks including (i) reviewing and discussing with management the quarterly and annual SEC filings, (ii) reviewing and discussing with management our business strategies and the related business plan, (iii) monitoring quarterly results, and (iv) reviewing and discussing with management results of our enterprise risk management program. 

Companies face a variety of risks, including credit risk, liquidity risk, and operational risk. The Board believes an effective risk management system will (i) timely identify the material risks that we face, (ii) communicate necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant Board committee, (iii) implement appropriate and responsive risk management strategies consistent with our risk profile, and (iv) integrate risk management into our decision-making.

The Board has designated the Audit Committee to take the lead in overseeing risk management. The Audit Committee makes periodic reports to the Board regarding briefings provided by management and advisors as well as the Audit Committee’s own analysis and conclusions regarding the adequacy of our risk management processes.

PROPOSAL NO. 1The Compensation Committee administers compensation risk oversight through its oversight of compensation practices and the Compensation Committee’s assessment of the potential impact of those practices on risk-taking. The Compensation Committee does not believe that our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on us.



ELECTION OF DIRECTORSIn addition to the formal compliance program, the Board encourages management to promote a corporate culture that incorporates risk management into our corporate strategy and day-to-day business operations. The Board also continually works with the input of our executive officers to assess and analyze the most likely areas of future risk for us.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2017, the members of the Compensation Committee were Mr. Gottfried Schellmann and Dr. Dinah Corbaci. Neither of these individuals are current or former officers of the Company or any of our subsidiaries. During 2017, none of our executive officers served as a director or member of a compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served as a director or member of our Compensation Committee.

DIRECTOR COMPENSATION

Directors who are neither our employees nor employees of any of our subsidiaries earn $2,000 for each meeting attended and for each gaming application completed. Directors are reimbursed for expenses reasonably incurred in connection with their service on the Board.

On February 3, 2018, Robert Eichberg, a director who had served on the Board since 1997, passed away.  For 2017, Mr. Eichberg received $10,000 for his work as Chairman of the Audit Committee.  For 2017, Mr. Schellmann and Dr. Corbaci each received an additional $3,000 for their work as members of the Audit, Compensation and Governance and Nominating Committees.

During 2017, we did not grant any equity awards to our non-employee independent directors.

2017 DIRECTOR COMPENSATION TABLE

The following table sets forth the compensation of our non-employee directors for 2017:





As of December 31, 2017, the following non-employee directors held options to purchase the following number of shares of our common stock: Mr. Eichberg - 35,000 shares; Mr. Schellmann – 6,250 shares; and Dr. Corbaci – 31,700 shares.

PROPOSALS REQUIRING YOUR VOTE

PROPOSAL NO. 1 ELECTION OF DIRECTORS

Our Board is divided into three classes of directors as nearly equal in number as possible. Each director who is elected at an Annual Meeting will be elected for a three-year term expiring at the third Annual Meeting of stockholdersStockholders after such director’s election. Accordingly, directors of one class only are elected at each year’s Annual Meeting of stockholders.Stockholders. All nominees, if elected, will serve until the expiration of their respective three-year terms or until their successors are duly elected and qualified. Our Board consists of five directors in three classes as follows: (i) two Class I directors, Mr. Eduard Berger, who replaced Mr. Robert S. Eichberg in February 2018 following Mr. Eichberg’s death, and Dr. Dinah Corbaci, whose terms will expire at the 2019 Annual Meeting; (ii) one Class II director, Mr. Peter Hoetzinger, whose term will expire at the 20172020 Annual Meeting; and (iii) two Class III directors, Dr. Erwin Haitzmann and Mr. Gottfried Schellmann, whose terms will expire at the 2018 Annual Meeting. 



Based on the recommendations of our Governance and Nominating Committee, the Board has nominated Dr. Erwin Haitzmann and Mr. Peter HoetzingerGottfried Schellmann for election as a  Class II directorIII directors to serve for a three-year term expiring at the 20202021 Annual Meeting of stockholders.Stockholders.



Mr. HoetzingerDr. Erwin Haitzmann is presently a member of the Board of Directors, having served continuously as a director since March 1994. He hasMr. Gottfried Schellmann is presently a member of the Board of Directors, having served continuously as a director since January 1997. Dr. Haitzmann and Mr. Schellmann have indicated a willingness to serve; however, in the event hea nominee becomes unable to serve as a director, all proxies will be voted in accordance with the best judgment of the persons acting under such proxies.



Further information concerningregarding Dr. Haitzmann and Mr. Hoetzinger,Schellmann, the nomineenominees for the Class II director,III directors, is set forth below under “Information ConcerningRegarding Executive Officers and Directors.”



Vote Required

CERTAIN INFORMATION REGARDING THE BOARD

The affirmative vote of a majority of our common stock present, either in person or by proxy, and entitled to vote is required to elect each director. Abstentions effectively count as a vote against a nominee. Broker non-votes will have no effect onfollowing table presents the outcomecurrent members of the proposal. Proxies cannot be voted for a greater number of directors thanBoard, the number nominated.

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE ABOVE NOMINEE AS CLASS II DIRECTOR.

INFORMATION CONCERNING EXECUTIVE OFFICERS AND DIRECTORS

Information regarding our Boardcommittees on which they serve, and other executive officers of the Company as of April 17, 2017 is as follows:whether they are independent under Nasdaq Stock Market (“Nasdaq”) listing standards and SEC rules.





Erwin Haitzmann holdsOn February 3, 2018, Robert Eichberg, a Doctoratedirector who had served on the Board since 1997, passed away.  On February 20, 2018, the Board, acting upon the recommendation of the Governance and Nominating Committee, appointed Eduard Berger to fill the vacancy on the Board that was created by Mr. Eichberg’s death.

The Board held two meetings during 2017. During 2017, each director attended at least 75% of the meetings of the Board and of each committee on which he or she served. A majority of our directors are independent directors, as required by the Nasdaq listing standards. Our Board determines whether a director is independent through a broad consideration of facts and circumstances, including an assessment of the materiality of any relationship between us and a Masters degree in Social and Economic Sciencesdirector not merely from the Universitydirector’s standpoint, but also from that of Linz, Austria (1980).persons or organizations with which the director has an affiliation. In making this determination, the Board adheres to the independence criteria defined by the Nasdaq listing standards and applicable SEC rules

Our policy regarding attendance by members of the Board at our Annual Meeting of Stockholders is to encourage directors to attend, either in person or by teleconference, subject to their availability during that time.  Mr. Hoetzinger, Dr. Haitzmann has extensive casinoMr. Schellmann and Dr. Corbaci attended the 2017 Annual Meeting.

The Audit Committee of the Board is governed by an Amended and Restated Charter and Powers of the Audit Committee, a current copy of which can be found at www.cnty.com/corporate/corporate-governance. During 2017, the Audit Committee held four meetings.

The Compensation Committee of the Board operates pursuant to a written charter that was adopted by the Board, a current copy of which can be found at www.cnty.com/corporate/corporate-governance.  

The Compensation Committee collaborates with our management team in reviewing the material terms of our existing compensation policies and programs for all employees and believes that such policies and programs do not encourage excessive risk-taking that is reasonably likely to result in a material adverse impact on us.

In fulfilling its responsibilities, the Compensation Committee may delegate any of its responsibilities to one or more subcommittees or to one of its members as the Compensation Committee may deem appropriate in its sole discretion, to the extent permitted by Nasdaq and SEC rules and any other applicable rules and regulations. In addition, the Compensation Committee may engage external compensation consultants to assist in setting executive compensation. In 2016, the Compensation Committee engaged an independent advisor to assist the Compensation Committee in redesigning our annual and long-term incentive compensation plans. During 2017, the Compensation Committee held one meeting. 

The Governance and Nominating Committee operates pursuant to a written charter that was adopted by the Board, a current copy of which can be found at www.cnty.com/corporate/corporate-governance.  

The Governance and Nominating Committee will consider director nominees recommended by stockholders under the same procedure used for considering director nominees recommended by management or other directors. See the “Stockholder Communications and Director Nominations” section of this proxy statement for procedures to be followed by stockholders to submit recommendations.

In fulfilling its responsibilities, the Governance and Nominating Committee may engage external consultants. No external consultants were used during 2017. We believe that our current Board members collectively possess diverse knowledge and experience ranging from dealerin the disciplines that impact our business. Prior to various casino management positionsnominating a new director candidate, our Governance and Nominating Committee considers the collective experience of the existing Board members. Based on this evaluation, the Governance and Nominating Committee nominates individuals who it believes can either strengthen the Board's sophistication and experience or further diversify the collective experience represented. Although the Board does not currently have a policy directly addressing director diversity, the Governance and Nominating Committee, guided by the Governance and Nominating Committee's charter, generally assesses the diversity of the Board and the effectiveness of its diversity considerations prior to nominating any additional candidates for director. During 2017, the Governance and Nominating Committee held one meeting.

DIRECTOR SELECTION PROCESS

The general criteria that the Governance and Nominating Committee uses to select nominees are:

The Governance and Nominating Committee reviewed the qualifications of Dr. Haitzmann and Mr. Schellmann, whose terms expire at the 2018 Annual Meeting, and has served on numerous casino company boards worldwide.recommended to the Board that Dr. Haitzmann has been employed full-time by us since May 1993 and has been employed as either our Chief Executive Officer orMr. Schellmann be re-elected to the Board for a three-year term expiring at the 2021 Annual Meeting.

BOARD LEADERSHIP STRUCTURE

The Board does not have a policy regarding the separation of the roles of Co-Chief Executive Officer since March 1994.and Chairman of the Board, as the Board believes it is in our best interests to make that determination based on our particular position and direction and the membership of the Board. The Board has determined that having our Co-Chief Executive Officer Dr. Haitzmann serve as Chairman is in the best interest of our stockholders at this time. This structure makes the best use of the Co-Chief Executive Officer’s extensive knowledge of us and our industry, as well as fostering greater communication between our management and the Board. The combined role of Chairman and Co-Chief Executive Officer is balanced by our governance structure, policies and controls. Three of the five members of our Board of Directors satisfy the requirements of independence promulgated by the SEC and Nasdaq, and the Audit, Compensation, and Governance and Nominating Committees are composed entirely of independent members of the Board. This structure encourages independent and effective oversight of our operations and prudent management of risk.

The Board has not appointed a “lead independent director” due to the small size of the Board and because three of the five directors are independent. The Board therefore does not believe that a lead independent director would add significant value at this time.

RISK OVERSIGHT

Our Board of Directors administers its risk oversight function directly and through its committees.  The Board has oversight responsibility for all risks and has various programs to oversee financial and business risks including (i) reviewing and discussing with management the quarterly and annual SEC filings, (ii) reviewing and discussing with management our business strategies and the related business plan, (iii) monitoring quarterly results, and (iv) reviewing and discussing with management results of our enterprise risk management program. 

Companies face a variety of risks, including credit risk, liquidity risk, and operational risk. The Board believes an effective risk management system will (i) timely identify the material risks that we face, (ii) communicate necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant Board committee, (iii) implement appropriate and responsive risk management strategies consistent with our risk profile, and (iv) integrate risk management into our decision-making.

The Board has designated the Audit Committee to take the lead in overseeing risk management. The Audit Committee makes periodic reports to the Board regarding briefings provided by management and advisors as well as the Audit Committee’s own analysis and conclusions regarding the adequacy of our risk management processes.

The Compensation Committee administers compensation risk oversight through its oversight of compensation practices and the Compensation Committee’s assessment of the potential impact of those practices on risk-taking. The Compensation Committee does not believe that our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on us.

In addition to the formal compliance program, the Board encourages management to promote a corporate culture that incorporates risk management into our corporate strategy and day-to-day business operations. The Board also continually works with the input of our executive officers to assess and analyze the most likely areas of future risk for us.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2017, the members of the Compensation Committee were Mr. Gottfried Schellmann and Dr. Dinah Corbaci. Neither of these individuals are current or former officers of the Company or any of our subsidiaries. During 2017, none of our executive officers served as a director or member of a compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served as a director or member of our Compensation Committee.

DIRECTOR COMPENSATION

Directors who are neither our employees nor employees of any of our subsidiaries earn $2,000 for each meeting attended and for each gaming application completed. Directors are reimbursed for expenses reasonably incurred in connection with their service on the Board.

On February 3, 2018, Robert Eichberg, a director who had served on the Board since 1997, passed away.  For 2017, Mr. Eichberg received $10,000 for his work as Chairman of the Audit Committee.  For 2017, Mr. Schellmann and Dr. Corbaci each received an additional $3,000 for their work as members of the Audit, Compensation and Governance and Nominating Committees.

During 2017, we did not grant any equity awards to our non-employee independent directors.

2017 DIRECTOR COMPENSATION TABLE

The following table sets forth the compensation of our non-employee directors for 2017:

As of December 31, 2017, the following non-employee directors held options to purchase the following number of shares of our common stock: Mr. Eichberg - 35,000 shares; Mr. Schellmann – 6,250 shares; and Dr. Corbaci – 31,700 shares.

PROPOSALS REQUIRING YOUR VOTE

PROPOSAL NO. 1 ELECTION OF DIRECTORS

Our Board is divided into three classes of directors as nearly equal in number as possible. Each director who is elected at an Annual Meeting will be elected for a three-year term expiring at the third Annual Meeting of Stockholders after such director’s election. Accordingly, directors of one class only are elected at each year’s Annual Meeting of Stockholders. All nominees, if elected, will serve until the expiration of their respective three-year terms or until their successors are duly elected and qualified. Our Board consists of five directors in three classes as follows: (i) two Class I directors, Mr. Eduard Berger, who replaced Mr. Robert Eichberg in February 2018 following Mr. Eichberg’s death, and Dr. Dinah Corbaci, whose terms will expire at the 2019 Annual Meeting; (ii) one Class II director, Mr. Peter Hoetzinger, whose term will expire at the 2020 Annual Meeting; and (iii) two Class III directors, Dr. Erwin Haitzmann and Mr. Gottfried Schellmann, whose terms will expire at the 2018 Annual Meeting. 

Based on the recommendations of our Governance and Nominating Committee, the Board has nominated Dr. Erwin Haitzmann and Mr. Gottfried Schellmann for election as Class III directors to serve for a three-year term expiring at the 2021 Annual Meeting of Stockholders.

Dr. Erwin Haitzmann is presently a member of the Board of Directors, having served continuously as a director since March 1994. In determining that Dr. Haitzmann should serve asMr. Gottfried Schellmann is presently a director, the Board identified Dr. Haitzmann's extensive experience in the gaming industry and general executive management experience. In determining that Dr. Haitzmann should serve as Chairmanmember of the Board the Board identified Dr. Haitzmann’s length of service with us, his vast and extensive knowledge of the domestic and international casino industry and his knowledge of our overall business.

Peter Hoetzinger received a Masters degree from the University of Linz, Austria (1986). Thereafter, he was employed in several managerial positions in the gaming industry with Austrian casino companies and hasDirectors, having served on numerous casino company boards worldwide. Mr. Hoetzinger has been employed full-time by us since May 1993. He has served as our President since 2000 and our Co-Chief Executive Officer since March 2005. Mr. Hoetzinger has served as a director since March 1994. In determining that Mr. Hoetzinger should serve as a director, the Board identified Mr. Hoetzinger’s extensive experience in the domestic and international casino industry, general executive management experience and his knowledge of our overall business.

Robert S. Eichberg graduated from Bradley University in 1968 with a B.S. Degree in Accounting and is a Certified Public Accountant. He was employed by the public accounting firm of Deloitte & Touche, LLP from 1974 to 1994, ending his tenure there as tax partner. From 1994 to 1996, he served as tax partner for the public accounting firm of Price Bednar LLP. In 1996, he joined the public accounting firm of Causey Demgen & Moore, P.C., where he was employed as  a principal until his retirement in June 2016. Mr. Eichberg has servedcontinuously as a director since January 1997. In determining thatDr. Haitzmann and Mr. Eichberg shouldSchellmann have indicated a willingness to serve; however, in the event a nominee becomes unable to serve as a director, all proxies will be voted in accordance with the Board identified Mr. Eichberg’s extensive financial, accounting and general executive management experience.best judgment of the persons acting under such proxies.



Gottfried Schellmann graduated from University of Vienna with a Law degreeFurther information regarding Dr. Haitzmann and is a Certified Tax Advisor in Austria. After having worked for several firms, including KPMG Germany, as a tax and accounting manager, he formed Schellmann & Partner in 1993, where he specialized in tax and accounting work for provinces and municipalities in Austria. In 1999, he sold Schellmann & Partner to KPMG and served from 1999 to 2008 as a partner. He was a part of the Confederation Fiscale Europeenne, the umbrella organization of the European Associations of Tax Advisors in Brussels, Germany, from 1994 to 2014, holding roles as a representative on the Tax Committee from 1994 to 2004, Chair of the Indirect Tax Committee from 2005 to 2008, Chair of the Tax Committee from 2009 to 2012 and Vice President from 2013 to 2014. Since 2009, he has been a partner in Mueller & Schellmann, a boutique tax advisory company that he formed with a partner in 2009. He is also currently a member of the Worshipful Company of Tax Advisors in London. He is one of the main co-authors, together with certain officers of the Austrian Ministry of Finance, of the Austrian corporate tax code. Mr. Schellmann, has served as a director since January 1997. In determining that Mr. Schellmann should serve as a director, the Board identified Mr. Schellmann’s extensive experience in international taxation, risk management, oversightnominees for the Class III directors, is set forth below under “Information Regarding Executive Officers and his general executive management experience.Directors.”



Dinah Corbaci holds a Doctorate degree in Law from the University of Salzburg, Austria (1981). After her practice on the Austrian Court in Salzburg, she began working at IBM in 1984 where she served as Account Manager for large Austrian governmental customers. During her tenure at IBM from 1984 to 2009, she was responsible for all Austrian governmental customers concerning their strategic hardware development. As Software Account Manager for Software and Solutions, Dr. Corbaci was responsible for Austrian governmental customers’ application modernization and compliance with guidelines for the use of such software. Since August 2009, Dr. Corbaci has served as managing director of her private consulting firm, Dinah Corbaci Consulting for Information Technology, which she established in 2009. Dr. Corbaci has served as a director since April 2000. In determining that Dr. Corbaci should serve as a director, the Board identified Dr. Corbaci’s extensive experience with e-business solutions, transactions with governmental authorities, risk management, oversight and her general executive management experience.

Margaret Stapleton was appointed Executive Vice President and Principal Financial/Accounting Officer and Corporate Secretary, effective May 2010. She holds a Bachelor of Science degree in Accounting from Regis University, Denver, Colorado (2004) and has over 30 years of experience in corporate accounting and internal audit. Mrs. Stapleton has been employed by us since 2005, including previously serving as our Director of Internal Audit and Compliance from 2005 to 2010.

Andreas Terler is a Graduate Engineer in Applied Mathematics from the University of Graz, Austria (1994). Mr. Terler has more than ten years of casino industry experience. In 2010, Mr. Terler began overseeing our operations in North America, on our cruise ship-based casinos and our Caribbean operations. He has served as our Chief Information Officer since 2006. Mr. Terler has been employed by us since 2006. 

Nikolaus Strohriegel received a Masters degree from the University of Vienna, Austria (1996). Mr. Strohriegel is currently overseeing our operations in Poland. Mr. Strohriegel has been employed by us since 2007. He has served as Managing Director of Century Casinos Europe GmbH since January 2009 and as Vice President of Operations since March 2017.

There are no family relationships between or among our directors or executive officers.

We have adopted a Code of Business Conduct and Ethics that applies to all directors, executive officers and employees. A complete text of this Code of Business Conduct and Ethics is available on the Corporate – Corporate Governance section of our website (www.cnty.com). Any future amendments to or waivers of the Code of Business Conduct and Ethics will be posted to the Corporate – Corporate Governance section of our website.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of April 17, 2017, concerning common stock ownership by (i) beneficial owners of more than five percent (5%) of our outstanding common stock that have publicly disclosed their ownership, (ii) each named executive officer and each member of our Board, and (iii) all of our executive officers and directors as a group. The number of shares indicated as beneficially owned by each person listed below is calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under Rule 13d-3(d), shares not outstanding that are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other person listed. Accordingly, share ownership includes shares that may be acquired upon the exercise of options, warrants, rights or conversion privileges that are exercisable on April 17, 2017, or will become exercisable within 60 days of that date (by June 16, 2017). The percentage ownership of each person listed below is based on the 24,461,268 shares outstanding as of April 17, 2017. Unless otherwise indicated in the footnotes and subject to community property laws where applicable, each of the named persons or entities has sole voting and investment power with respect to the shares shown as beneficially owned.

*Less than 1%.

(a)Flyfish Management & Consulting AG owns 1,300,000 of the reported shares (see “Executive Agreements”). Dr. Haitzmann has options to purchase 337,500 shares of our common stock that are exercisable on or before June 16, 2017.

(b)The Hoetzinger Family Foundation owns 94,397 of the reported shares (see “Certain Relationships and Related Transactions”). Focus Lifestyle and Entertainment AG owns 1,069,084 of the reported shares (see “Executive Agreements”). Mr. Hoetzinger has options to purchase 337,500 shares of our common stock that are exercisable on or before June 16, 2017.

(c)Includes 38,750 shares of our common stock issuable upon exercise of stock options that are exercisable on or before June 16, 2017.

(d)Includes (i) 13,750 shares of our common stock issuable upon exercise of stock options that are exercisable on or before June 16, 2017 and (ii) 15,500 shares of our common stock that Mr. Schellmann has pledged as collateral in connection with a property acquisition.

(e)Includes 32,950 shares of our common stock issuable upon exercise of stock options that are exercisable on or before June 16, 2017.

(f)Includes 71,250 shares of our common stock issuable upon exercise of stock options that are exercisable on or before June 16, 2017.

(g)Includes 60,000 shares of our common stock issuable upon exercise of stock options that are exercisable on or before June 16, 2017.

(h)Based solely on a Schedule 13G/A filed on February 14, 2017. Ariel Investments, LLC has sole voting power with respect to 2,651,523 shares and sole dispositive power with respect to 3,476,882 shares.

(i)Based solely on a Schedule 13G/A filed on January 24, 2017 by Wells Fargo & Company on its own behalf and on behalf of certain subsidiaries. Wells Fargo & Company has (i) sole voting and dispositive power with respect to 13,578 shares, (ii) shared voting power with respect to 725,595 shares and (iii) shared dispositive power with respect to 2,485,995 shares.

(j)Based solely on a Schedule 13G/A filed on February 9, 2017. Wellington Management Group LLP has shared voting power with respect to 1,565,071 shares and shared dispositive power with respect to 2,420,012 shares.

(k)Based solely on a Schedule 13G filed on January 30, 2017. BlackRock, Inc. has sole voting power with respect to 1,844,848 shares and sole dispositive power with respect to 1,860,057 shares.

CERTAIN INFORMATION REGARDING THE BOARD

The following table presents the current members of the Board, the committees on which they serve, and whether they are independent under Nasdaq Stock Market (“Nasdaq”) listing standards and SEC rules.

On February 3, 2018, Robert Eichberg, a director who had served on the Board since 1997, passed away.  On February 20, 2018, the Board, acting upon the recommendation of the Governance and Nominating Committee, appointed Eduard Berger to fill the vacancy on the Board that was created by Mr. Eichberg’s death.



The Board held two meetings during 2016. Each2017. During 2017, each director attended at least 75% of the meetings of the Board and of each committee on which he or she sits.served. A majority of our directors are independent directors, as required by the NASDAQ Capital Market (“NASDAQ”)Nasdaq listing standards. Our Board determines whether a director is independent through a broad consideration of facts and circumstances, including an assessment of the materiality of any relationship between us and a director not merely from the director’s standpoint, but also from that of persons or organizations with which the director has an affiliation. In making this determination, the Board adheres to the independence criteria defined by the NASDAQNasdaq listing standards and applicable SEC rules. Using these standards, our Board has determined that Robert S. Eichberg, Gottfried Schellmann and Dinah Corbaci qualify as independent directors.rules



Our policy regarding attendance by members of the Board at our Annual Meeting of stockholdersStockholders is to encourage directors to attend, either in person or by teleconference, subject to their availability during that time.  All Board membersMr. Hoetzinger, Dr. Haitzmann Mr. Schellmann and Dr. Corbaci attended the 20162017 Annual Meeting.



Audit Committee. We have an

The Audit Committee of the Board comprised of Robert S. Eichberg (Chairman), Gottfried Schellmann and Dinah Corbaci, which is governed by an Amended and Restated Charter and Powers of the Audit Committee, a current copy of which can be found at www.cnty.com. The Audit Committee selects and appoints our independent registered public accounting firm, reviews the performance of the independent registered public accounting firm, and approves the fees of the independent registered public accounting firm. The Audit Committee also reviews the independence of such accountants, our annual and quarterly financial statements and our system of internal controls.www.cnty.com/corporate/corporate-governance. During 2016,2017, the Audit Committee held four meetings.

The Board and the Audit Committee believe that the Audit Committee’s current composition satisfies the applicable rules and pronouncements of NASDAQ and the SEC that govern audit committee selection, experience and composition, including the requirement that all audit committee members be “independent directors,” as that term is defined by such rules. The Board has also determined that Robert S. Eichberg is an “audit committee financial expert,” as defined in applicable regulations of the SEC.



Compensation Committee. We have aThe Compensation Committee of the Board which is comprised of Dinah Corbaci and Gottfried Schellmann, both of whom are independent Board members. The Compensation Committee operates pursuant to a written charter that was adopted by the Board, a current copy of which can be found at www.cnty.com.

The Compensation Committee has responsibility to: (i) develop guidelines and review the compensation and performance of our executive officers, and review and approve corporate goals relevant to the compensation of our executive officers in light of our goals and objectives; (ii) determine or recommend to the Board for determination the compensation of the Co-Chief Executive Officers and other executive officers based on this evaluation; (iii) review and discuss with management our annual Compensation Discussion and Analysis; (iv) make recommendations to the Board regarding inclusion of the Compensation Discussion and Analysis in our annual proxy statement; (v) make recommendations to the Equity Incentive Plan Committee with respect to incentive-compensation plans and equity-based plans; (vi) develop plans for management succession; (vii) review major organizational and staffing matters; (viii) review director compensation levels and practices, and recommend, from time to time, changes in such compensation levels and practices to the Board; (ix) annually review and reassess the adequacy of the Compensation Committee’s charter and recommend any proposed changes to the Board for approval; (x) annually review the Compensation Committee’s own performance; and (xi) perform any other activities consistent with the Compensation Committee’s charter, our bylaws and applicable laws, rules and regulations that the Compensation Committee or the Board deem appropriate. 

The Compensation Committee has the discretion to modify the recommendations and make the final decisions regarding material compensation to executive officers, including base pay, incentive pay (bonus) and equity awards.www.cnty.com/corporate/corporate-governance.  



The Compensation Committee collaborates with our management team in reviewing the material terms of our existing compensation policies and programs for all employees and believes that such policies and programs do not encourage excessive risk-taking that is reasonably likely to result in a material adverse impact on us.



In fulfilling its responsibilities, the Compensation Committee may delegate any of its responsibilities to one or more subcommittees or to one of its members as the Compensation Committee may deem appropriate in its sole discretion, to the extent permitted by NASDAQNasdaq and SEC rules and any other applicable rules and regulations. In addition, the Compensation Committee may engage external compensation consultants to assist in setting executive compensation. In 2016, the Compensation Committee engaged an independent advisor to assist the Compensation Committee in redesigning the short-termour annual and long-term incentive program.compensation plans. During 2016,2017, the Compensation Committee held four meetings. 

one meeting. 

Governance and Nominating Committee.  We have a Governance and Nominating Committee comprised of Gottfried Schellmann (Chairman), Robert S. Eichberg and Dinah Corbaci. The Governance and Nominating Committee operates pursuant to a written charter that was adopted by the Board, a current copy of which can be found at www.cnty.com.  

The Governance and Nominating Committee has responsibility to: (i) develop and recommend to the Board a set of corporate governance principles applicable to us; (ii) advise the Board on corporate governance matters; (iii) develop and recommend to the Board criteria for the selection of candidates to serve on the Board; (iv) establish procedures for the identification and evaluation of any candidate for the Board, including any incumbent director; (v) establish procedures for stockholders to submit potential candidates for election to the Board; (vi) select and approve all nominees for Board membership; (vii) make recommendations as necessary regarding changes in the size and composition of the Board and each Board committee; (viii) make recommendations as necessary regarding the establishment of new Board committees and selection of directors to serve on each committee; (ix) develop and administer an annual Board and committee evaluation process; (x) annually review the Governance and Nominating Committee’s own performance; and (xi) perform

The Governance and Nominating Committee operates pursuant to a written charter that was adopted by the Board, a current copy of which can be found at www.cnty.com/corporate/corporate-governance.  



The Governance and Nominating Committee will consider director nominees recommended by stockholders under the same procedure used for considering director nominees recommended by management or other directors. See the “Stockholder Communications and Director Nominations” section of this proxy statement for procedures to be followed by stockholders to submit recommendations.



In fulfilling its responsibilities, the Governance and Nominating Committee may engage external consultants. No external consultants were used during 2016.2017. We believe that our current Board members collectively possess diverse knowledge and experience in the disciplines that impact our business. Prior to nominating a new director candidate, our Governance and Nominating Committee considers the collective experience of the existing Board members. Based on this evaluation, the Governance and Nominating Committee nominates individuals who it believes can either strengthen the Board's sophistication and experience or further diversify the collective experience represented. Although the Board does not currently have a policy directly addressing director diversity, the Governance and Nominating Committee, guided by the Governance and Nominating Committee's charter, generally assesses the diversity of the Board and the effectiveness of its diversity considerations prior to nominating any additional candidates for director. During 2016,2017, the Governance and Nominating Committee held one meeting.



DIRECTOR SELECTION PROCESS

The general criteria that the Governance and Nominating Committee uses to select nominees are:





The Governance and Nominating Committee reviewed the qualifications of Dr. Haitzmann and Mr. Hoetzinger,Schellmann, whose term expiresterms expire at the 20172018 Annual Meeting, and has recommended to the Board that Dr. Haitzmann and Mr. HoetzingerSchellmann be re-elected to the Board for a three-year term expiring at the 20202021 Annual Meeting.



BOARD LEADERSHIP STRUCTURE

The Board does not have a policy regarding the separation of the roles of Co-Chief Executive Officer and Chairman of the Board, as the Board believes it is in our best interests to make that determination based on our particular position and direction and the membership of the Board. The Board has determined that having our Co-Chief Executive Officer Dr. Haitzmann serve as Chairman is in the best interest of our stockholders at this time. This structure makes the best use of the Co-Chief Executive Officer’s extensive knowledge of us and our industry, as well as fostering greater communication between our management and the Board. The combined role of Chairman and Co-Chief Executive Officer is balanced by our governance structure, policies and controls. Three of the five members of our Board of Directors satisfy the requirements of independence promulgated by the SEC and NASDAQ,Nasdaq, and the Audit, Compensation, and Governance and Nominating Committees are composed entirely of independent members of the Board. This structure encourages independent and effective oversight of our operations and prudent management of risk.



The Board has not appointed a “lead independent director” due to the small size of the Board and because three of the five directors are independent. The Board therefore does not believe that a “leadlead independent director”director would add significant value at this time.



RISK OVERSIGHT

Our Board of Directors administers its risk oversight function directly and through its committees.  The Board has oversight responsibility for all risks and has various programs to oversee financial and business risks including (i) reviewing and discussing with management the quarterly and annual SEC filings, (ii) reviewing and discussing with management our business strategies and the related business plan, (iii) monitoring quarterly results, and (iv) reviewing and discussing with management results of our enterprise risk management program. 



Companies face a variety of risks, including credit risk, liquidity risk, and operational risk. The Board believes an effective risk management system will (i) timely identify the material risks that we face, (ii) communicate necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant Board committee, (iii) implement appropriate and responsive risk management strategies consistent with our risk profile, and (iv) integrate risk management into our decision-making.



The Board has designated the Audit Committee to take the lead in overseeing risk management. The Audit Committee makes periodic reports to the Board regarding briefings provided by management and advisors as well as the Audit Committee’s own analysis and conclusions regarding the adequacy of our risk management processes.



The Compensation Committee administers compensation risk oversight through its oversight of compensation practices and the Compensation Committee’s assessment of the potential impact of those practices on risk-taking. The Compensation Committee does not believe that our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on us.



In addition to the formal compliance program, the Board encourages management to promote a corporate culture that incorporates risk management into our corporate strategy and day-to-day business operations. The Board also continually works with the input of our executive officers to assess and analyze the most likely areas of future risk for us.



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2016,2017, the members of the Compensation Committee were Mr. Gottfried Schellmann and Dr. Dinah Corbaci. Neither of these individuals are current or former officers of the Company or any of our subsidiaries. During 2016,2017, none of our executive officers served as a director or member of a compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served as a director or member of our Compensation Committee.



DIRECTOR COMPENSATION

Directors who are neither our employees nor employees of any of our subsidiaries earn $2,000 for each meeting attended and for each gaming application completed. Directors are reimbursed for expenses reasonably incurred in connection with their service on the Board.



In addition,On February 3, 2018, Robert Eichberg, a director who had served on the Board since 1997, passed away.  For 2017, Mr. Eichberg receivesreceived $10,000 per year for his work as Chairman of the Audit Committee.  For 2017, Mr. Schellmann and Dr. Corbaci each receivereceived an additional $3,000 per year for their work as members of the Audit, Compensation and Governance and Nominating Committees.



During 2016,2017, we did not grant any equity awards to our non-employee independent directors.



2017 DIRECTOR COMPENSATION TABLE

The following table sets forth the compensation of our non-employee directors for 2016:

DIRECTOR COMPENSATION TABLE2017:









As of December 31, 2017, the following non-employee directors held options to purchase the following number of shares of our common stock: Mr. Eichberg - 35,000 shares; Mr. Schellmann – 6,250 shares; and Dr. Corbaci – 31,700 shares.



PROPOSALS REQUIRING YOUR VOTE

PROPOSAL NO. 1 ELECTION OF DIRECTORS

Our Board is divided into three classes of directors as nearly equal in number as possible. Each director who is elected at an Annual Meeting will be elected for a three-year term expiring at the third Annual Meeting of Stockholders after such director’s election. Accordingly, directors of one class only are elected at each year’s Annual Meeting of Stockholders. All nominees, if elected, will serve until the expiration of their respective three-year terms or until their successors are duly elected and qualified. Our Board consists of five directors in three classes as follows: (i) two Class I directors, Mr. Eduard Berger, who replaced Mr. Robert Eichberg in February 2018 following Mr. Eichberg’s death, and Dr. Dinah Corbaci, whose terms will expire at the 2019 Annual Meeting; (ii) one Class II director, Mr. Peter Hoetzinger, whose term will expire at the 2020 Annual Meeting; and (iii) two Class III directors, Dr. Erwin Haitzmann and Mr. Gottfried Schellmann, whose terms will expire at the 2018 Annual Meeting. 

Based on the recommendations of our Governance and Nominating Committee, the Board has nominated Dr. Erwin Haitzmann and Mr. Gottfried Schellmann for election as Class III directors to serve for a three-year term expiring at the 2021 Annual Meeting of Stockholders.

Dr. Erwin Haitzmann is presently a member of the Board of Directors, having served continuously as a director since March 1994. Mr. Gottfried Schellmann is presently a member of the Board of Directors, having served continuously as a director since January 1997. Dr. Haitzmann and Mr. Schellmann have indicated a willingness to serve; however, in the event a nominee becomes unable to serve as a director, all proxies will be voted in accordance with the best judgment of the persons acting under such proxies.

Further information regarding Dr. Haitzmann and Mr. Schellmann, the nominees for the Class III directors, is set forth below under “Information Regarding Executive Officers and Directors.”

Vote Required

The affirmative vote of a majority of our common stock present, either in person or by proxy, and entitled to vote is required to elect each director. Abstentions effectively count as a vote against a nominee. Broker non-votes will have no effect on the outcome of the proposal. Proxies cannot be voted for a greater number of directors than the number nominated.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has appointed Deloitte & Touche LLP as the independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2018. In September 2013, we engaged Deloitte & Touche LLP as our independent registered public accounting firm. The services provided to us by Deloitte & Touche LLP during 2017 and 2016 Performanceare described under “Principal Accounting Fees and Results. Services” below. Although ratification is not required by law, the Board has determined that it is desirable to seek stockholder ratification of this appointment in light of the critical role played by the independent registered public accounting firm in auditing our financial statementsDuring 2016, we made progress on. Notwithstanding the selection or ratification of Deloitte & Touche LLP, the Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of us and our business strategystockholders. If the appointment is not ratified by our stockholders, the Audit Committee may reconsider whether it should appoint another independent registered public accounting firm. A representative of developing new international gaming opportunities, including acquiringDeloitte & Touche LLP is expected to be present at the Apex CasinoAnnual Meeting, either in Edmonton, Albertaperson or via telephone, to respond to appropriate questions and openingwill have an opportunity to make a statement if the casino as Century Casino St. Albert in October 2016; and starting casino operations on three new cruise ships.representative desires to do so.



These actions contributedPRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth the aggregate fees billed to our 2016 financial results, as follows:us by Deloitte & Touche LLP:





In addition, we were selectedThe Audit Committee approved in advance all audit services provided in 2017 and 2016 including audit engagement fees and terms provided to us by Horse Racing Albertaour independent auditors (subject to the de minimis exception for non-audit services contained in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), all as required by applicable law or listing standards.

The independent auditors and our management are required to periodically report to the successful applicantAudit Committee the extent of services provided by the independent auditors and the fees associated with these services.

Vote Required

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2018 requires the affirmative vote of a majority of our common stock present, either in person or by proxy, and entitled to own, buildvote.  Abstentions effectively count as a vote “against” the proposal. Broker non-votes will have no effect on the outcome of the proposal.

Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, the following report of the Audit Committee shall not be incorporated by reference into any such filings and operate a horse racing facilityshall not otherwise be deemed filed under such acts.

REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

The Audit Committee has reviewed and discussed with our management our audited consolidated financial statements of the Company for the year ended December 31, 2017. The Audit Committee discussed with Deloitte & Touche LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 16 (Communications with Audit Committees).

The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee regarding independence, and has discussed with Deloitte & Touche LLP its independence.

Based upon the review and discussions noted above, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements be included in the Edmonton market area, which we are planning to operate as Century Mile.

*Adjusted EBITDA is a non-GAAP financial measure. For a discussion and reconciliation of Adjusted EBITDA to the most directly comparable measure under United States generally accepted accounting principles (“GAAP”), see Item 6. “Selected Financial Data – Non-GAAP Measures – Adjusted EBITDA” in ourCompany’s Annual Report on Form 10-K for the year ended December 31, 2016.2017, which was filed with the SEC on March 9, 2018.



Our named executive officers, along with many of our other employees, have worked diligently on developing these business opportunities, which we believe will contribute significantly to the success of our Company. For additional information, see “2016 Company Business Developments” below.

Audit Committee:

Gottfried Schellmann, Chairman

Dinah Corbaci

Eduard Berger

OverviewPROPOSAL NO. 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of Compensation Goalsour named executive officers as disclosed in this proxy statement. See “Compensation Discussion and ObjectivesAnalysis” and “Executive Compensation” below.



In order to better align the long-term interests of our executives with our stockholders and to attract and retain highly qualified executives, our compensation programs have been designed to provide competitive levels of compensation that integrate pay with our performance, with an emphasis on recognizing individual initiative and achievements and recognizing the complexity of our international operations. We base our compensation primarily on experience, expertise and performance, with a portion of potential compensation dependent upon our successful long-term performance and position in the international gaming industry.

At our 2015 Annual Meeting of Stockholders, we conducted our annual advisory vote on the 2014 compensation program for our named executive officers, which received support from approximately 50% of the shares present and entitled to vote on the proposal. In response to these results, the Compensation Committee and the Board recognized the need to further improve and strengthen our overall compensation policy. At the direction of the Compensation Committee and the Board, our Co-CEOs engaged in significant outreach to our major stockholders that represented approximately 46% of our total stock ownership to elicit feedback and discuss any concerns they may have had about our executive compensation programs and policies. Although some stockholders expressed support for our compensation of executives, other stockholders commented that executive compensation should be aligned more closely with our performance and the long-term interests of our stockholders and that the Compensation Committee should consider a combination of quantifiable performance metrics in establishing executive compensation.

Based on these inputs, the Compensation Committee made a number of changes to our compensation programs and policies during 2015 and 2016.  It engaged an independent advisor to assist us with our overall executive compensation design, executive compensation benchmarking and analytics, and annual and long-term incentive plans.  The Compensation Committee recommended, and the Board of Directors approved, a new Stock Ownership Policy, Hedging and Pledging Policy and Clawback Policy.   In 2016, the Compensation Committee also adopted a comprehensive Compensation Policy, which is described below under “Compensation Discussion and Analysis—Century Casinos, Inc. Compensation Policy.”

During 2016, with the assistance of its independent advisor, the Compensation Committee developed and approved a new annual incentive plan and long-term incentive plan.  In the first quarter of 2017, the Compensation Committee began granting cash awards to senior management based on the Company’s achievement of certain performance measures under the new annual incentive plan and began making annual performance stock unit (“PSU”) grants to senior management under the long-term incentive plan.  Under the new long-term incentive plan, a significant portion of the compensation paid to our executive officers is at-risk, performance-based compensation based on pre-determined, measurable performance objectives approved by the Compensation Committee.  See “Compensation Discussion and Analysis—Elements of Compensation—Long-term Incentive Compensation” below.

As a result of these efforts, the 2016 compensation of our named executive officers received support from over 94% of the shares present and entitled to vote on the proposal at our 2017 Annual Meeting, which was a significant improvement over the voting results on our 2014 compensation program.  We have responded to our stockholders’ input and instituted new performance-based compensation programs over the last several years and we will continue to consider the feedback from our stockholders when determining the compensation of our named executive officers in the future.

This vote is advisory, which means that the vote on executive compensation is not binding on the Company, our Board of Directors or the Compensation Committee of the Board of Directors. The vote on this resolution is not intended to address any specific element of compensation, but rather relates to the overall compensation of our named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC. To the extent there is a vote against our named executive officer compensation as disclosed in this proxy statement, the Compensation Committee will evaluate whether any actions are necessary to address our stockholders’ concerns.

The affirmative vote of a majority of the shares present or represented and entitled to vote either in person or by proxy is required to approve this Proposal No. 3. Abstentions effectively count as a vote “against” the proposal. Broker non-votes will have no effect on the outcome of the proposal.

Accordingly, we ask our stockholders to vote on the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2018 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures.”

INFORMATION REGARDING EXECUTIVE OFFICERS AND DIRECTORS

Information regarding our Board and other executive officers of the Company as of April 17, 2018 is as follows:

ERWIN HAITZMANN holds a Doctorate and a Masters degree in Social and Economic Sciences from the University of Linz, Austria (1980). Dr. Haitzmann has extensive casino gaming experience ranging from dealer to various casino management positions and has served on numerous casino company boards worldwide. Dr. Haitzmann has been employed full-time by us since May 1993 and has been employed as either our Chief Executive Officer or Co-Chief Executive Officer since March 1994. Dr. Haitzmann has served as a director since March 1994. In determining that Dr. Haitzmann should serve as a director, the Board identified Dr. Haitzmann's extensive experience in the gaming industry and general executive management experience. In determining that Dr. Haitzmann should serve as Chairman of the Board, the Board identified Dr. Haitzmann’s length of service with us, his vast and extensive knowledge of the domestic and international casino industry and his knowledge of our overall business.

PETER HOETZINGER received a Masters degree from the University of Linz, Austria (1986). Thereafter, he was employed in several managerial positions in the gaming industry with Austrian casino companies and has served on numerous casino company boards worldwide. Mr. Hoetzinger has been employed full-time by us since May 1993. He has served as our President since 2000 and our Co-Chief Executive Officer since March 2005. Mr. Hoetzinger has served as a director since March 1994. In determining that Mr. Hoetzinger should serve as a director, the Board identified Mr. Hoetzinger’s extensive experience in the domestic and international casino industry, general executive management experience and his knowledge of our overall business.

GOTTFRIED SCHELLMANN graduated from University of Vienna with a Law degree and is a Certified Tax Advisor in Austria. After having worked for several firms, including KPMG Germany, as a tax and accounting manager, he formed Schellmann & Partner in 1993, where he specialized in tax and accounting work for provinces and municipalities in Austria. In 1999, he sold Schellmann & Partner to KPMG and served from 1999 to 2008 as a partner. He was a part of the Confederation Fiscale Europeenne, the umbrella organization of the European Associations of Tax Advisors in Brussels, Belgium, from 1994 to 2014, holding roles as a representative on the Tax Committee from 1994 to 2004, Chair of the Indirect Tax Committee from 2005 to 2008, Chair of the Tax Committee from 2009 to 2012 and Vice President from 2013 to 2014. Since 2009, he has been a partner in Mueller & Schellmann, a boutique tax advisory company that he formed with a partner in 2009. He is also currently a member of the Worshipful Company of Tax Advisors in London. He is one of the main co-authors, together with certain officers of the Austrian Ministry of Finance, of the Austrian corporate tax code. Mr. Schellmann has served as a director since January 1997. In determining that Mr. Schellmann should serve as a director, the Board identified Mr. Schellmann’s extensive experience in international taxation, risk management, oversight and his general executive management experience.

DINAH CORBACI holds a Doctorate degree in Law from the University of Salzburg, Austria (1981). After her practice on the Austrian Court in Salzburg, she began working at IBM in 1984 where she served as Account Manager for large Austrian governmental customers. During her tenure at IBM from 1984 to 2009, she was responsible for all Austrian governmental customers regarding their strategic hardware development. As Software Account Manager for Software and Solutions, Dr. Corbaci was responsible for Austrian governmental customers’ application modernization and compliance with guidelines for the use of such software. Since August 2009, Dr. Corbaci has served as managing director of her private consulting firm, Dinah Corbaci Consulting for Information Technology, from which she retired in June 2017. Dr. Corbaci has served as a director since April 2000. In determining that Dr. Corbaci should serve as a director, the Board identified Dr. Corbaci’s extensive experience with e-business solutions, transactions with governmental authorities, risk management, oversight and her general executive management experience.

EDUARD BERGER is a Graduate of the Austrian Business School in Vienna (1987). Mr. Berger has more than 30 years of experience in banking.  From 1990 to 2000, Mr. Berger built up the Austrian equity business for Deutsche Bank. From 2000 to 2008, Mr. Berger was Managing Director at Unicredit Group. Within Unicredit Group, Mr. Berger was a member of the Board of Creditanstalt INM AG, the equity brokerage unit of the group. Mr. Berger managed the Austrian equity business and was responsible for the European Equity Sales division of Unicredit Group.  In 2008, Mr. Berger joined Credit Agricole-Cheuvreux, a leading European brokerage house, as CEO of their Austrian operation. Since 2011, Mr. Berger has served as a partner and member of the Executive Board of Wiener Privatbank SE, an independent private bank in Vienna specializing in private banking services, asset and wealth management, brokerage and real estate services and as a member of the Board at Wiener Privatbank’s Asset Management unit, Matejka & Partner. In determining that Mr. Berger should serve as a director, the Board identified Mr. Berger’s experience in international banking and finance, equity sales, corporate finance and asset management.

MARGARET STAPLETON was appointed Executive Vice President and Principal Financial/Accounting Officer and Corporate Secretary, effective May 2010. She holds a Bachelor of Science degree in Accounting from Regis University, Denver, Colorado (2004) and has over 30 years of experience in corporate accounting and internal audit. Mrs. Stapleton has been employed by us since 2005, including previously serving as our Director of Internal Audit and Compliance from 2005 to 2010.

ANDREAS TERLER is a Graduate Engineer in Applied Mathematics from the University of Graz, Austria (1994). Mr. Terler has more than ten years of casino industry experience. In 2010, Mr. Terler began overseeing our operations in North America, on our cruise ship-based casinos and our Caribbean operations. He has served as our Chief Information Officer since 2006. Mr. Terler has been employed by us since 2006. 

NIKOLAUS STROHRIEGEL received a Masters degree from the University of Vienna, Austria (1996). Mr. Strohriegel is currently overseeing our operations in Poland. Mr. Strohriegel has been employed by us since 2007. He has served as Managing Director of CRM since January 2009 and as Vice President of Operations since March 2017.

There are no family relationships between or among our directors or executive officers.

CODE OF BUSINESS CONDUCT AND ETHICS

We have adopted a Code of Business Conduct and Ethics that applies to all directors, executive officers and employees. A complete text of this Code of Business Conduct and Ethics is available on the Corporate – Corporate Governance section of our website (www.cnty.com/corporate/corporate-governance). Any future amendments to or waivers of the Code of Business Conduct and Ethics will be posted to the Corporate – Corporate Governance section of our website.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of our outstanding common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. SEC rules also require our directors, officers and greater than 10% stockholders to furnish us with copies of all Section 16(a) reports they file.

To our knowledge, based solely upon review of the reports furnished to us and written representations from our directors and officers, all directors, officers and greater than 10% stockholders timely filed all reports regarding transactions in our securities required to be filed during 2017 under Section 16(a) of the Exchange Act.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of April 17, 2018, regarding common stock ownership by each named executive officer and each member of our Board, and all of our executive officers and directors as a group. For both tables below, the number of shares indicated as beneficially owned by each person listed below is calculated pursuant to Rule 13d-3(d) of the Exchange Act. Under Rule 13d-3(d), shares not outstanding that are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other person listed. Accordingly, share ownership includes shares that may be acquired upon the exercise of options, warrants, rights or conversion privileges that are exercisable on April 17, 2018, or will become exercisable within 60 days of that date (by June 16, 2018). For both tables below, the percentage ownership of each person listed below is based on the 29,362,768 shares outstanding as of April 17, 2018. Unless otherwise indicated in the footnotes and subject to community property laws where applicable, each of the named persons or entities has sole voting and investment power with respect to the shares shown as beneficially owned.

*      Less than 1%.

The following table sets forth information as of April 17, 2018, regarding common stock ownership by beneficial owners of more than five percent (5%) of our outstanding common stock that have publicly disclosed their ownership, except for our Co-Chief Executive Officers, whose stock ownership is set forth in the table above.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Dr. Haitzmann, our Chairman and Co-Chief Executive Officer, and Mr. Hoetzinger, our Vice Chairman, Co-Chief Executive Officer and President, are Austrian citizens and have established wholly-owned companies or family trusts to hold a certain portion of their respective interests in us.  See “Security Ownership of Certain Beneficial Owners and Management.”

Our Audit Committee Charter provides that the Audit Committee must approve transactions between us and related parties for actual or apparent conflicts of interest. The Audit Committee defines a related party transaction as one between our directors and executive officers, their immediate family members and entities in which they hold a 5% or greater beneficial ownership interest, where the aggregate amount is expected to exceed $120,000 in any calendar year.

The Audit Committee approved the management agreements between us and entities indirectly owned by our Co-Chief Executive Officers, as described under “Executive Agreements.”

COMPENSATION DISCUSSION AND ANALYSIS

OVERVIEW OF COMPENSATION GOALS AND OBJECTIVES

The Compensation Committee is responsible for settingreviewing and reviewingsetting the compensation of our named executive officers:





In order to better align the long-term interests of our executives with our stockholders and to attract and retain highly qualified executives, our compensation programs have been designed to provide competitive levels of compensation that integrate pay with our performance, with an emphasis on recognizing individual initiative and achievements.



We base our compensation primarily on our named executive officers’ experience, expertise and performance, with a portion of potential compensation dependent upon our successful long-term performance and position in the international gaming industry. The Compensation Committee believes that the compensation program for our named executive officers is designed to reward long-term performance. The Compensation Committee also believes that our compensation program motivates our named executive officers to deliver financial results that meet or exceed our expectations, seek and develop new gaming opportunities, and effectively manage our widespread international operations.



2016 Company Business DevelopmentsCOMPANY BUSINESS DEVELOPMENTS

2017 Performance and Results

During 2016,2017, we made progress on our business strategy of developing new international gaming opportunities. In October 2016, we  acquiredopportunities, including acquiring Saw Close Casino in Bath, England, operating the Apexcasino onboard a new cruise ship and beginning construction on Century Mile Racetrack and Casino in Edmonton, Alberta, which we renamed and reopened as Century Casino St. Albert (“CSA”).  CSA is a 34,500 square foot casino located on approximately six acres of land that includes 381 slot machines, 11 live table games, 12 video lottery terminals, a restaurant, a bar, a lounge and a banquet facility that can accommodate up to 175 guests. During 2016, we started casino operations on three new cruise ships.Canada.  In addition, in September 2016,November 2017, we were selected by Horse Racing Alberta as the successful applicantcompleted a public offering of 4,887,500 shares of our common stock with net proceeds of $34.3 million. Our named executive officers, along with many of our other employees, have worked diligently to own, build and operate a horse racing facility in the Edmonton market area,develop these business opportunities, which we are planningbelieve will contribute significantly to operate as Century Mile. The Century Mile project is expected to cost approximately CAD 50.0 million ($37.2 million based on the exchange rate in effect on December 31, 2016) and construction is expected to take approximately 15 months to complete once financing and certain governmental approvals are obtained.success of our Company.



These actions contributed to improved 2016 financial results in all categories except net earnings attributable to Century Casinos, Inc. shareholders and earnings per share. ImprovedOur 2017 financial results were as follows: (i) net

*Adjusted EBITDA is a non-GAAP financial measure. For a discussion and reconciliation of Adjusted EBITDA to the most directly comparable measure under United States generally accepted accounting principles (“GAAP”), see Item 6. “Selected Financial Data – Non-GAAP Measures – Adjusted EBITDA” in our Annual Report on Form 10-K for the year ended December 31, 2016 was $139.2 million, a 4% increase compared to the year ended December 31, 2015; (ii) earnings from operations for the year ended December 31, 2016 were $16.2 million, a 2% increase compared to the year ended December 31, 2015 and (iii) Adjusted EBITDA for the year ended December 31, 2016 was $25.8 million, a 13% increase compared to the year ended December 31, 2015. Net earnings attributable to 2017.

Net operating revenue increased in 2017 compared to 2016 primarily due to our operating Century Casino St. Albert for a full year and increased revenue at our casinos in Poland. Earnings from operations decreased in 2017 compared to 2016 due to additional expenses for continued payroll and operating expenses at several casinos in Poland that closed during 2017 due to license expirations as well as increased expenses at Century Downs Racetrack and Casino resulting from the year ended December 31, 2015,introduction of thoroughbred racing in 2017. Net income and earnings per share for 2017 were negatively impacted by additional tax expense of $5.4 million resulting from the year endedtax law changes made in the Tax Cuts and Jobs Act that became effective in December 31,2017.

RECENT DEVELOPMENTS IN OUR COMPENSATION PROGRAM

Introduction of New Annual and Long-Term Incentive Plans

During 2016, were $0.38 comparedfollowing significant outreach by us to $0.47our major stockholders regarding any concerns they may have about our executive compensation programs and policies, the Compensation Committee revised the design of our executive compensation program to, among other things, increase the amount and type of performance-based compensation granted to our executive officers. In 2016, with the assistance of an independent advisor hired by the Compensation Committee, the Compensation Committee developed (i) an annual incentive plan, which provides for cash awards to senior management based on the Company’s achievement of certain performance measures, and (ii) a long-term incentive plan for senior management, which provides for the year ended December 31, 2015.annual grant of PSUs to senior management.

In March 2017, the Compensation Committee granted the first performance-based cash bonus awards to our senior management under the annual incentive plan, which are paid out based on our achievement of specified performance measures, currently consisting of net operating revenue, over a one-year performance period.  The decreases in 2016 were primarily due to the $4.0 million receivedawards are paid during the year ended December 31, 2015first quarter following the end of the performance period. The annual incentive plan awards replace the annual discretionary bonuses that the Compensation Committee historically granted to senior management.  In March 2017, under the new long-term incentive plan, the Compensation Committee approved the first annual grant of PSUs (the “2017 PSUs”) to our senior management.  The 2017 PSUs vest based on our achievement of specified performance measures over a termination agreement with Norwegian, pursuant to which we agreed to terminatethree-year performance period.  For more information on our concession agreements relating to eight ship-based casinos in 2015.annual and long-term incentive plans, see “Elements of Compensation” below.



Recent Developments in

COMPESNATION POLICY

Our Compensation ProgramPolicy provides for (i) an annual incentive plan that rewards executives for the achievement of near-term corporate objectives and individual employee performance and provides a potential significant cash incentive-based award and (ii) a long-term incentive plan that is an equity award program that rewards executives based on their achievement of long-term corporate financial objectives and increases in total stockholder return.  The Compensation Policy sets forth the following objectives in establishing compensation for the Company’s executives:



2016 Equity Incentive Plan

In the Compensation Policy, the Compensation Committee adopted the following compensation “best practices,” which are designed to discourage unnecessary or excessive risk taking behavior by the Company’s employees:



At our Annual Meeting of Stockholders held on June 9, 2016 annual meeting, our stockholders approved our 2016 Equity Incentive Plan (the “2016 Plan”), which authorizes the issuance of 3,500,000 shares of our common stock. Awards under the 2016 Plan may be granted in the form of stock options, stock appreciation rights, restricted stock, stock units and other stock-based awards.  Awards under the 2016 Plan may be granted to our employees, consultants, advisors and non-employee directors.  The 2016 Plan also includes a number of features that we believe are consistent with the interests of our stockholders and sound corporate governance practices, including:





Century Casinos, Inc. Compensation Policy

In November 2016, the Compensation Committee approved a new Compensation Policy applicable to our executives.  The Compensation Policy provides for (i) an annual incentive plan that rewards executives for the achievement of near-term corporate objectives and individual employee performance and provides a potential significant cash incentive-based award and (ii) a long-term incentive plan that is an equity award program that rewards executives based on their achievement of long-term corporate financial objectives and increases in total stockholder return.  The Compensation Policy sets forth the following objectives in establishing compensation for the Company’s executives:

•Aligning executive compensation with the Company’s corporate strategies, business objectives and the long-term interests of its stockholders;

•Incentivizing executives to achieve key strategic, financial and operational performance measures by linking the annual incentive plan awards and long-term incentive plan awards to the achievement of performance goals in these areas;

•Reinforcing executives’ incentive to increase the Company’s stock price and maximize long-term, sustainable stockholder value, and promoting their retention, by providing a significant amount of total compensation opportunities in the form of equity;

•Successfully implementing the Company’s performance-based compensation philosophy;

•Attracting and retaining individuals of superior ability and managerial talent; and

•Encouraging employee retention through participation in the annual incentive plan and the long-term incentive plan.

In the Compensation Policy, the Compensation Committee adopted the following compensation “best practices,” which are designed to discourage unnecessary or excessive risk taking behavior by the Company’s employees:

•  Pay for performance.  Executive performance-based compensation and payments awarded under the annual incentive plan and the long-term incentive plan are based on pre-determined, measurable performance objectives approved by the Compensation Committee.

•  Mix of incentives.  A balance of short-term and long-term incentives is created through a mix of variable cash compensation awards and long-term equity awards.

•  Equity-based pay.  A significant portion of the executives’ compensation is in the form of equity awards that emphasize long-term value creation. 

•  At-risk pay.  A significant portion of the executives’ compensation is “performance-based” or “at-risk.” 

•  Significant vesting periods.  Awards granted to executives under the long-term incentive plan will generally vest following the completion of a three-year performance period.  Stock options granted to executives generally vest over a four-year period.

•  Compliance with additional compensation policies.  Executives are required to comply with the Company’s Stock Ownership Policy, Hedging and Pledging Policy and Clawback Policy, which are described in more detail below.

Annual and Long-Term Incentive Plans

During 2016, following significant outreach by us to our major stockholders regarding any concerns they may have about our executive compensation programs and policies, the Compensation Committee revised the design of our executive compensation program to, among other things, increase the amount and type of performance-based compensation granted to our executive officers. In 2016, with the assistance of an independent advisor hired by the Compensation Committee, the Compensation Committee developed (i) an annual incentive plan, pursuant to which the Company plans to grant cash awards to senior management based on the Company’s achievement of certain performance measures, and (ii) a long-term incentive plan for senior management, pursuant to which the Company plans to grant performance stock units (“PSUs”) to senior management annually. 

Under the annual incentive plan, beginning in 2017, the Compensation Committee plans to award performance-based grants to our senior management that will be paid out based on our achievement of specified performance measures, currently consisting of net operating revenue, over a one-year performance period. Threshold, target and maximum payout opportunities established for the annual incentive plan awards will be used to calculate the amount of cash earned by award recipients following the end of the performance period, which amount may range from 0% to 200% of the target amount.  The annual incentive plan awards will replace the annual discretionary bonuses that the Compensation Committee has historically granted to senior management.

In March 2017, under the new long-term incentive plan, the Compensation Committee approved the grant of PSUs (the “2017 PSUs”) to our senior management.  Each 2017 PSU that vests represents the right to receive one share of our common stock. The 2017 PSUs vest based on our achievement of specified performance measures, consisting of relative total stockholder return and Adjusted EBITDA (each, as defined below under “Elements of Compensation – Long-term Incentive Compensation”), over a performance period of three years, beginning January 1, 2017. Threshold, target and maximum payout opportunities established for the 2017 PSUs will be used to calculate the number of shares that will be issuable when the award vests, which may range from 0% to 200% of the target amount.  Any 2017 PSUs that are earned are scheduled to vest and be settled in shares of the Company’s common stock following the end of the performance period.

Compensation Program Design

COMPENSATION PROGRAM DESIGN

The executive compensation program is designed with our executive compensation objectives in mind and is comprised of fixed and variable pay plans, cash and non-cash plans, and short and long-term payment structures in order to recognize and reward executives for their contributions to us today and in the future.



Our current short-term executive compensation structure consists of base salary and annual incentive compensation in the form of performance-based cash bonuses.  Beginning in 2017, compensation under our new annual incentive plan will be performance-based.  Our long-term executive compensation currently consists of equityPSU awards which have been in the formand, prior to 2017, consisted of stock options and, beginning in 2017, also include PSUoption awards. The Compensation Committee believes that granting stock option awards which generally vest over a four-year period, and PSU awards, which generally vest following the completion of a three-year performance period, and stock option awards, which generally vest over a four-year period, to our named executive officers promotepromotes retention and motivatemotivates our named executive officers to achieve our long-term business objectives sincebecause the ultimate value of their equity awards is strongly related to their long-term contributions to our Company.



We continually assess and evaluate the internal and external competitiveness of all components of the executive compensation program. Internally, we look at critical and key positions that are directly linked to our profitability and viability. We seek to ensure that the appropriate hierarchy of jobs is in place with appropriate ratios of Chief Executive Officer compensation to other senior executive compensation. Due to the highly competitive nature of the gaming industry, it is important for our pay plans to provide us with the ability to recruit, retain and internally develop top executive talent.



Consideration of Say-on-Pay Results and Stockholder Outreach

CONSIDERATION OF SAY-ON-PAY RESULTS AND STOCKHOLDER OUTREACH

At our Annual Meeting of Stockholders held on June 9, 2016,13, 2017, we conducted our annual advisory vote on the 20152016 compensation program for our named executive officers (“Say-on-Pay”). The 20152016 compensation of our named executive officers received support from approximately 71%over 94% of the shares present and entitled to vote on the Say-on-Pay proposal. The Compensation Committee was pleased that we received a significant increase in stockholder support for our 20152016 compensation program compared to our 2015 and 2014 compensation program,programs, which we believe was a result of our significant stockholder outreach efforts and recent improvements made to our compensation policies. However, the Compensation Committee and the Board also recognized the need to make additional improvements to our overall compensation programs and policies during 2016.  In response to the feedback we received from our stockholder outreach, as well as the Say on Pay vote, during 2016, the Compensation Committee focused on aligning executive compensation more closely with our performance and the long-term interests of the Company’s stockholders. As a result, in 2016, the Compensation Committee adopted effective in 2017, a performance-based annual incentive plan and a long-term incentive plan to grant PSUs to our senior management based on quantifiable performance metrics established in advance by the Compensation Committee. We will continue to consider the outcome of our Say-on-Pay vote results when determining the compensation of our named executive officers in the future.

Roles in Establishing Compensation

ROLES IN ESTABLISHING COMPENSATION

When determining the compensation of our named executive officers, the Compensation Committee conducts its own analysis, and solicits advice from internal company resources, which may include, but are not limited to, our Co-Chief Executive Officers and Executive Vice President and Corporate Secretary. The Compensation Committee may also receive recommendations from an independent advisor that it retains, as was the case in 2016. Although the Compensation Committee did not formally establish a peer group in 2016, it is currently considering certain peer group recommendations provided by its independent advisor.



Our Co-Chief Executive Officers annually review the performance of our named executive officers and, based on these reviews, recommend to the Compensation Committee compensation for all named executive officers. The Compensation Committee reviews the recommendations and makes the final decisions regarding compensation paid to our senior executives, including base pay, annual incentive bonuses and equity awards. Due

USE OF PEER GROUP AND OTHER MARKET DATA

The Compensation Committee has established a peer group of publicly-traded companies in the gaming, hospitality and restaurant industry (the “Peer Group”) based on data and recommendations provided by its independent advisor. 

In March 2017, the Compensation Committee used the Peer Group market data compiled by its independent advisor to assess the competitiveness of NEO compensation for base salary, annual and long-term incentives, and target total direct compensation.  The Compensation Committee targeted the aggregate value of our total compensation for our NEOs to be competitive with the Peer Group market data.

Historically, due to the highly specialized nature of our business, the Compensation Committee generally relieshas relied on internal resources and limitslimited the external resources considered when establishing compensation to market data from the gaming industry.  The Compensation Committee currently intends to consider market data from the gaming industry as well as Peer Group data when determining NEO compensation in the future.



Elements of Compensation

ELEMENTS OF COMPENSATION

Base Salary

The Compensation Committee sets base salaries for our named executive officers based on a variety of factors, including:



Dr. Haitzmann received aThe annual base salary consisting of (i) €220,000 (approximately $231,784 based onsalaries for our NEOs are presented in the exchange rate in effect on December 31, 2016)  paid directly to him and (ii) an annual management fee of $360,000 paid on a monthly basis to Flyfish Management & Consulting AG. Mr. Hoetzinger received a base salary consisting of (i) €220,000 (approximately $231,784 based on the exchange rate in effect on December 31, 2016)  paid directly to himtable below.

The base salary of each of the Co-Chief Executive Officers has not been increased since 2013.

In November 2013, the Compensation Committee increased the base salary of each of the Co-Chief Executive Officers from €70,000 to €220,000��220,000 in recognition of their performance and additional responsibilities as a result of our expanded international operations and to closer align their base salaries with the base salaries of comparable companies in the gaming industry. In connection with the salary increases in 2013, each Co-Chief Executive Officer is required to use 25% of the after-tax amount of the salary increase to purchase our common stock.



For 2016, Ms. Stapleton received a base salary of $140,000 and Mr. Terler received a base salary of €110,000 (approximately $115,892 based on the exchange rate in effect on December 31, 2016). The base salaries of Ms. Stapleton and Mr. Terler were the same in 2015 and 2016.  

The Compensation Committee did not adjust the salaries of any named executive officers during 2016 because it was focused on developing our new annual and long-term incentive plans.or 2017. In the future, the Compensation Committee plans to evaluate the salaries of the named executive officers when it is considering their total target compensation, including salary, annual bonuses and equity awards, which may be in the form of PSUs or stock options. The Compensation Committee believes that the base salaries of the named executive officers are fair and competitive with those of executive officers at comparable companies in the gaming industry.industry as well as at the Peer Group companies.



Annual Incentive Compensation

The Compensation Committee considers salaries and bonuses and, in the case of our Co-Chief Executive Officers, the management agreements, in determining the competitiveness of the total compensation package. At the end of our fiscal year, the Compensation Committee reviews and approves all bonus payments. Historically,determines whether NEOs will receive performance-based cash incentive compensation based on whether certain performance measures, which were established in determining whether bonuses should be made andMarch 2017, are achieved.

The annual incentive award for 2017 was paid out based on the achievement of net operating revenue over a one-year performance period beginning on January 1, 2017. The amount of such bonuses,cash earned by award recipients following the Compensation Committee considered, among other things, growth in fundamental company value, market share, markets served, international diversification, risk spread, stock price development, revenue, Adjusted EBITDA, net earnings, operating margins, our positioningend of the performance period could range from 0% to 200% of the target amount. If performance is between the threshold and target levels, or between the target and maximum levels, then the payout as a percentage of the target is determined by linear interpolation. Threshold (50%), target (100%) and maximum (200%) payout opportunities established for future growth, comparison to companiesthe 2017 annual incentive plan awards for each NEO are set forth in the gaming and entertainment industry that operate worldwide, and other measurements and performance criteria as the Compensation Committee deemed applicable and appropriate, including our increased international exposure due to our significant international operations.table below.