Pinnacle Entertainment, Inc. 8-K 2009
Date of Report (Date of earliest event reported): November 18, 2009
PINNACLE ENTERTAINMENT, INC.
Registrants telephone number, including area code: (702) 784-7777
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
(c) and (e)
On November 12, 2009, Pinnacle Entertainment, Inc. (the Company) filed a Form 8-K announcing that John V. Giovenco, one of the Companys directors, had been appointed as Interim Chief Executive Officer on November 7, 2009. At that time, Mr. Giovencos compensation in his new position had not been established. On November 18, 2009, the Board of Directors of the Company adopted a compensatory arrangement with Mr. Giovenco for his new position as the Interim Chief Executive Officer. Pursuant to the compensatory arrangement, Mr. Giovenco shall be entitled to receive $75,000 per month as compensation for his service as Interim Chief Executive Officer of the Company, retroactive to November 7, 2009. In addition, Mr. Giovenco will receive a fully vested option covering 50,000 shares of the Companys common stock. The exercise price for the option will be the closing price of the Companys common stock on the date of grant. The option will be exercisable until one year following Mr. Giovencos cessation of service as a director for any reason, but in no event shall the option be exercisable more than ten years from the date of grant. At the end of Mr. Giovencos term as Interim Chief Executive Officer, Mr. Giovenco shall be eligible to receive a discretionary bonus as determined by the Board of Directors of the Company.
Item 7.01. Regulation FD Disclosure.
On November 24, 2009, the Company issued a press release regarding the Companys Louisiana projects. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section. The information furnished in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INDEX TO EXHIBITS