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o | Preliminary Proxy Statement |
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☒ | Definitive Proxy Statement |
o | Definitive Additional Materials |
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FULL HOUSE RESORTS, INC. |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
☒ | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
(1) | Title of each class of securities to which the transaction applies: | |
(2) | Aggregate number of securities to which the transaction applies: | |
(3) | Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
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o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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(4) | Date Filed: | |
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PROPOSAL ONE: | ||
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PROPOSAL TWO: | ||
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PROPOSAL THREE: | ||
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PROPOSAL FOUR: | ||
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(1) | election of eight members to our board of directors to serve until our next annual meeting of stockholders or until their successors are duly elected and qualified; |
(2) | approval of the Full House Resorts, Inc. 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”); |
(3) | ratification of the appointment of Piercy Bowler Taylor & Kern, Certified Public Accountants (“Piercy Bowler Taylor & Kern”), as our independent registered public accounting firm for 2015; |
(4) | an advisory vote to approve named executive officer compensation; and |
(5) | transaction of such other business as may properly come before the annual meeting, including any adjournments or postponements thereof. |
By Order of the Board of Directors | |||
/s/ Bradley M. Tirpak | |||
Bradley M. Tirpak | |||
Chairman | |||
Las Vegas, Nevada | |||
April 3, 2015 |
● | the election of eight directors, |
● | the approval of the 2015 Equity Incentive Plan, |
● | the ratification of Piercy Bowler Taylor & Kern as our independent registered public accounting firm, and |
● | an advisory vote to approve named executive officer compensation. |
The stockholders also will transact any other business that properly comes before the meeting. |
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● | FOR the election of the nominated slate of directors (see pages 7 through 16). |
● | FOR the approval of the 2015 Equity Incentive Plan (see pages 21 through 29). |
● | FOR the ratification of Piercy Bowler Taylor & Kern as our independent auditors (see pages 30 through 31). |
● | FOR the proposal regarding an advisory vote to approve named executive officer compensation (see page 32). |
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● | each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, |
● | each of our directors and named executive officers, and |
● | all of our directors and executive officers as a group. |
Name and Address of Beneficial Owner | Number of Shares Owned (1) | Percentage of Class Outstanding (1) | ||||||
Common Stock: | ||||||||
Kenneth R. Adams | 26,900 | * | ||||||
Carl G. Braunlich | 20,000 | * | ||||||
W.H. Baird Garrett | - | * | ||||||
Ellis Landau | - | * | ||||||
Daniel R. Lee | 233,369 | 1.24 | % | |||||
Kathleen Marshall | 18,000 | * | ||||||
Craig W. Thomas | 499,081 | 2.64 | % | |||||
Bradley M. Tirpak | 463,982 | 2.46 | % | |||||
Lewis A. Fanger | - | * | ||||||
Elaine L. Guidroz | 15,000 | * | ||||||
All Officers and Directors as a Group (10 Persons) | 1,276,332 | 6.76 | % | |||||
Andre Hilliou | 691,700 | (2) | 3.66 | % | ||||
Mark J. Miller | 589,287 | (3) | 3.12 | % | ||||
Deborah J. Pierce | 60,800 | (4) | * | |||||
RMB Capital Holdings, LLC | 1,766,953 | (5) | 9.36 | % | ||||
Franklin Resources, Inc. | 1,600,000 | (6) | 8.48 | % | ||||
Perritt Capital Management, Inc. | 1,288,473 | (7) | 6.83 | % |
* | Less than 1% of the outstanding shares of common stock. |
(1) | Shares are considered beneficially owned, for purposes of this table only, if held by the person indicated as beneficial owner, or if such person, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares the power to vote, to direct the voting of and/or dispose of or to direct the disposition of, such security, or if the person has a right to acquire beneficial ownership within 60 days, unless otherwise indicated in these footnotes. Any securities outstanding that are subject to options or warrants exercisable within 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person, but are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person. |
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(2) | All shares are owned through the Hilliou Living Trust, of which Mr. Hilliou is co-trustee and co-beneficiary. Beneficial ownership for Mr. Hilliou is based on confirmation received from him. Mr. Hilliou resigned as our Chief Executive Officer in November 2014. |
(3) | Includes 560,387 shares that are owned through the Miller Family Living Trust, of which Mr. Miller is a trustee and beneficiary. Beneficial ownership for Mr. Miller is based on confirmation received from him. Mr. Miller resigned as our Executive Vice President and Chief Operating Officer in November 2014. |
(4) | Beneficial ownership for Ms. Pierce is based on confirmation received from her. Ms. Pierce resigned as our Chief Financial Officer in December 2014. |
(5) | Based on information disclosed in Schedule 13G/A, as filed with the SEC on February 5, 2015 pursuant to a joint filing agreement by and among RMB Capital Holdings, LLC, RMB Capital Management, LLC and Iron Road Capital Partners, LLC: (a) RMB Capital Holdings, LLC reported shared voting and dispositive power over 1,766,953 shares, (b) RMB Capital Management, LLC reported sole voting and dispositive power over 50,000 shares and shared voting and dispositive power over 1,766,953 shares, and (c) Iron Road Capital Partners, LLC reported shared voting and dispositive power over 1,716,953 shares. The principal business address of RMB Capital Holdings, LLC, RMB Capital Management, LLC and Iron Road Capital Partners, LLC is 115 S. LaSalle Street, 34th Floor, Chicago, IL 60603. |
(6) | Based on information disclosed in Schedule 13G, as filed with the SEC on February 9, 2015. Franklin Resources, Inc. (“FRI”), its subsidiary Franklin Advisory Services, LLC, and Charles B. Johnson and Rupert H. Johnson, Jr. (holders of more than 10% of the common stock of FRI), reported holdings of our common stock beneficially owned by one or more open or closed-end investment companies or other managed accounts that are investment management clients of subsidiaries of FRI. FRI reported that Franklin Advisory Services, LLC has sole voting and dispositive power for all such shares. The principal business address of FRI, Charles B. Johnson and Rupert H. Johnson, Jr. is One Franklin Parkway, San Mateo, CA 94403-1906. The principal business address for Franklin Advisory Services, LLC is One Parker Plaza, Ninth Floor, Fort Lee, NJ 07024-2938. |
(7) | Based on information disclosed in Schedule 13G, as filed with the SEC on February 13, 2015. Perritt Capital Management, Inc., as adviser to Perritt Funds, Inc., reported shared voting and dispositive power over 1,288,473 shares with Perritt Funds, Inc. The principal business address of Perritt Capital Management, Inc. and Perritt Funds, Inc. is 300 South Wacker Drive, Suite 2880, Chicago, IL 60606. |
Section 16(a) Beneficial Ownership Reporting Compliance |
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Name | Age | Position | ||
Kenneth R. Adams | 72 | Director | ||
Carl G. Braunlich | 62 | Vice Chairman | ||
W.H. Baird Garrett | 53 | Director | ||
Ellis Landau | 71 | Director | ||
Daniel R. Lee | 58 | Director, President and Chief Executive Officer | ||
Kathleen Marshall | 59 | Director | ||
Craig W. Thomas | 40 | Director | ||
Bradley M. Tirpak | 44 | Chairman | ||
Lewis A. Fanger | 37 | Senior Vice President, Chief Financial Officer and Treasurer | ||
Elaine L. Guidroz | 37 | Vice President, Secretary and General Counsel |
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Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | ||||||||||
Kenneth R. Adams | $ | 43,999 | $ | 3,020 | $ | 47,019 | |||||||
Carl G. Braunlich | $ | 57,997 | $ | 3,020 | $ | 61,017 | |||||||
W.H. Baird Garrett | $ | - | $ | - | $ | - | |||||||
Ellis Landau | $ | - | $ | - | $ | - | |||||||
Kathleen Marshall | $ | 46,999 | $ | 3,020 | $ | 50,019 | |||||||
Craig W. Thomas | $ | - | $ | - | $ | - | |||||||
Bradley M. Tirpak | $ | - | $ | - | $ | - |
(1) | The amounts shown in this column represent the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2014 in accordance with FASB ASC Topic 718 related to restricted stock awards granted in 2014 pursuant to our various share-based payment plans, and includes amounts from awards. Assumptions used in the calculation of these amounts are included in Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014. |
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● | determines periodically, as appropriate, desired Board qualifications, expertise and characteristics, including such factors as business experience and skills and knowledge with respect to gaming, finance, marketing, financial reporting, regulatory and any other areas as may be expected to contribute to an effective Board; |
● | determines periodically, as appropriate, whether there are any specific, minimum qualifications that the nominating committee believes must be met by a nominee approved by the nominating committee for a position on the Board and whether there are any specific qualities or skills that the nominating committee believes are necessary for one or more directors to possess; |
● | conducts searches for potential Board members with corresponding attributes as needed; |
● | evaluates, proposes and approves nominees for election or appointment to the Board; and |
● | considers, evaluates and, as applicable, proposes and approves, stockholder nominees for election to the Board. |
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Name and Principal Positions | Year | Salary | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | ||||||||||||||||||
Daniel R. Lee (5) President and Chief Executive Officer | 2014 | $ | 30,513 | $ | -- | $ | 477,375 | $ | -- | $ | -- | $ | 507,888 | ||||||||||||
Andre M. Hilliou (6) | 2014 | $ | 322,362 | $ | 166,800 | $ | -- | $ | -- | $ | 662,931 | $ | 1,152,093 | ||||||||||||
Former Chief Executive Officer | 2013 | $ | 322,362 | $ | -- | $ | -- | $ | 111,951 | $ | 15,351 | $ | 449,664 | ||||||||||||
Mark J. Miller (7) | 2014 | $ | 322,362 | $ | 166,800 | $ | -- | $ | -- | $ | 623,392 | $ | 1,112,554 | ||||||||||||
Former Executive Vice President / Chief Operating Officer | 2013 | $ | 322,362 | $ | -- | $ | -- | $ | 111,951 | $ | 14,043 | $ | 448,356 | ||||||||||||
Deborah J. Pierce (8) | 2014 | $ | 250,000 | $ | -- | $ | -- | $ | -- | $ | 9,098 | $ | 259,098 | ||||||||||||
Former Chief Financial Officer | 2013 | $ | 250,000 | $ | 161,000 | $ | -- | $ | 39,983 | $ | 4,259 | $ | 455,242 |
(1) | The amounts shown in this column represent the aggregate grant date fair value of restricted stock calculated pursuant to the guidance set forth under FASB ASC Topic 718 for the year ended related to restricted stock awards granted in and prior to 2014 pursuant to our various share-based payment plans, and include amounts from awards. Assumptions used in the calculation of these amounts are included in Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014. |
(2) | The amounts shown in this column represent the aggregate grant date fair value computed in accordance with the FASB ASC Topic 718. For a discussion of valuation assumptions used in calculation of these amounts, see Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014. |
(3) | The amount shown in this column for each named executive officer is the attributable performance-based bonus granted under the 2006 Incentive Compensation Plan. These amounts correspond to the year in which they were earned. |
(4) | For Mr. Hilliou in 2014, includes $650,670 for severance items, $6,447 in 401(k) matching contributions, $4,800 representing incidental expenses relating to maintaining an office separate from our headquarters, and $1,013 for insurance paid by the Company on the employee’s behalf. For Mr. Miller in 2014, includes $612,847 for severance items, $6,447 in 401(k) matching contributions, and $4,098 for insurance paid by the Company on the employee’s behalf. For Ms. Pierce in 2014, includes $5,000 in 401(k) matching contributions and $4,098 for insurance paid by the Company on the employee’s behalf. |
(5) | Mr. Lee was appointed as our President and Chief Executive Officer in November 2014. His annual salary is $350,000 per year. |
(6) | Mr. Hilliou resigned as our Chief Executive Officer in November 2014. |
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(7) | Mr. Miller resigned as our Executive Vice President and Chief Operating Officer in November 2014. |
(8) | Ms. Pierce resigned as our Chief Financial Officer in December 2014. |
● | cash severance in aggregate amount equal to the greater of (i) the salary Mr. Lee would have earned had he remained employed from the termination date through the fourth anniversary of the effective date of the Lee Employment Agreement and (ii) 12 months’ salary, payable in installments through the fourth anniversary of the Lee Employment Agreement effective date or, if the termination occurs within six months following a change in control, in a lump sum; |
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● | company-paid healthcare continuation coverage for Mr. Lee and his dependents for the original term of the agreement, unless covered by comparable insurance by a subsequent employer; and |
● | full accelerated vesting of all outstanding stock options held by Mr. Lee on the termination dates. |
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(a) | (b) | (c) | ||||||||||
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
Equity compensation plans approved by security holders | -- | -- | 11,000 | (1) | ||||||||
Equity compensation plans not approved by security holders | 943,834 | (2) (3) | $ | 1.25 | None | |||||||
Total | 943,834 | $ | 1.25 | 11,000 |
(1) | These shares were available for future issuance under our 2006 Incentive Compensation Plan. As of the record date, there are 11,000 shares of common stock available for future issuance under the plan. |
(2) | Pursuant to the Lee Employment Agreement, Mr. Lee was granted, outside of the 2006 Equity Incentive Plan, a nonqualified stock option covering 943,834 shares of our common stock. The stock option was issued as an “employee inducement award” and will vest with respect to 25% of the shares subject to the stock option on November 28, 2015 and will continue to vest with respect to an additional 1/48th of the shares subject to the stock option on each monthly anniversary thereafter, subject to Mr. Lee’s continued service through the applicable vesting date. |
(3) | This amount does not include the non-qualified stock option, issued as an “employment inducement award,” covering 300,000 shares of our common stock that was granted to Mr. Fanger after the 2014 year-end upon his hiring in January 2015. |
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Kathleen Marshall |
Craig W. Thomas |
Bradley M. Tirpak |
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By Order of the Board of Directors, | ||
/s/ Bradley M. Tirpak | ||
Bradley M. Tirpak | ||
Chairman |
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ANNUAL MEETING OF STOCKHOLDERS OF FULL HOUSE RESORTS, INC. May 5, 2015 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement, Proxy Card are available at http://www.fullhouseresorts.com/images/pdf/Proxy2015.pdf Please sign, date and mail your proxy card in the envelope provided as soon as possible. Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. PROPOSAL ONE: Election of Directors. O Kenneth R. Adams O Carl G. Braunlich O W.H. Baird Garrett O Ellis Landau O Daniel R. Lee O Kathleen Marshall O Craig W. Thomas O Bradley M. Tirpak PROPOSAL TWO: Approval of the 2015 Equity Incentive Plan. PROPOSAL THREE: Ratification of Piercy Bowler Taylor & Kern as the independent registered public accounting firm of Full House Resorts for 2015. PROPOSAL FOUR: Advisory Vote to Approve Named Executive Officer Compensation. OTHER MATTERS: Granting the proxies discretionary authority to vote upon any other unforeseen matters which are properly brought before the meeting as management may recommend. The undersigned hereby revokes any and all other proxies heretofore given by the undersigned and hereby ratifies all that the above-named proxies may do at such meeting or any adjournments thereof, by virtue hereof. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY USING THE ENCLOSED ENVELOPE. FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: NOMINEES: THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2, 3 AND 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the ------------------ envelope provided. ---------------- 20833030000000000000 8 050515 FOR AGAINST ABSTAIN GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.
0 ------------------ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ---------------- 14475 PROXY FULL HOUSE RESORTS, INC. This Proxy is Solicited on behalf of the Board of Directors KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, a stockholder in Full House Resorts, Inc., a Delaware corporation ("Full House"), hereby appoints Daniel R. Lee and Bradley M. Tirpak, and each of them acting jointly, if more than one be present, proxies for the undersigned, to vote all shares of Full House as the undersigned is entitled to vote, with all powers the undersigned would possess if personally present, at the annual meeting of stockholders of Full House to be held on May 5, 2015 or any adjournment thereof, on the following matters and, in their discretion, on such other matters as may properly come before the meeting. This proxy will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR the following Proposals. (Continued and to be signed on the reverse side) 1.1