Pinnacle Entertainment, Inc. 8-K 2010
Date of Report (Date of earliest event reported): May 11, 2010
PINNACLE ENTERTAINMENT, INC.
Registrants telephone number, including area code: (702) 541-7777
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)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 11, 2010, at the Annual Meeting of Stockholders (the Annual Meeting) of Pinnacle Entertainment, Inc. (the Company), the stockholders approved an amendment (the Amendment to the 2005 Plan) to the Companys 2005 Equity and Performance Incentive Plan (the 2005 Plan).
The Amendment to the 2005 Plan increases by 1,100,000 the maximum number of shares of the Companys common stock that may be issued or subject to awards under the 2005 Plan. The Amendment to the 2005 Plan also increases the maximum number of awards under the 2005 Plan that may be issued as incentive stock options from 4,750,000 shares to 5,850,000 shares and increases the 2005 Plan by certain non-plan option grants to the extent that such non-plan options are forfeited, expire or are terminated without issuance of shares, or are settled for cash or otherwise do not result in the issuance of shares. Following the Amendment to the 2005 Plan, up to an aggregate of 5,850,000 shares of common stock of the Company, plus certain shares subject to awards granted under specified prior plans and arrangements, are authorized for issuance under the 2005 Plan.
A more detailed description of the terms of the 2005 Plan, as amended, is contained in the Companys proxy statement for the Annual Meeting and the supplement to the proxy statement, which were filed with the Securities and Exchange Commission on April 14, 2010 and May 3, 2010, respectively. The foregoing summary is qualified in its entirety by the full text of the 2005 Plan, as amended, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 11, 2010, the Company held its Annual Meeting of Stockholders. At the Annual Meeting, the stockholders of the Company (i) elected nine directors to serve for the coming year on the Companys Board of Directors; (ii) approved of the Amendment to the 2005 Plan, as described in Item 5.02 above; and (iii) ratified the appointment of Ernst & Young LLP as the Companys independent auditors for the 2010 fiscal year. In addition, the stockholders did not approve a stockholder proposal related to an advisory vote on executive compensation, which was submitted by the American Federation of Labor & Congress of Industrial Organizations (the AFL-CIO).
The following are the final voting results as to the four proposals submitted at the Annual Meeting.
Proposal One: Proposal to elect nine directors to serve for the coming year on the Companys Board of Directors. The final vote tabulation for the individual directors was as follows:
Proposal Two: Proposal to approve the Amendment to the 2005 Plan. The final vote tabulation was as follows:
Proposal Three: Proposal to ratify the appointment of Ernst & Young LLP as the Companys independent auditors for the 2010 fiscal year. The final vote tabulation was as follows:
Proposal Four: Proposal submitted by the AFL-CIO related to an advisory vote on executive compensation. The final vote tabulation was as follows:
Item 9.01. Financial Statement and Exhibits.
Pursuant to the requirements of 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