gden-20240410

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Golden Entertainment, Inc. to be used at our 2024 annual meeting of shareholders (“Annual Meeting”) to be held at 4:00 p.m. Pacific Time on Thursday, May 23, 2024, for the purposes set forth in the Notice of Annual Meeting of Shareholders. The Annual Meeting will be completely virtual. You may attend the meeting, vote your shares and submit questions electronically during the meeting via live webcast at proxydocs.com/GDEN. The approximate date on which this proxy statement and the accompanying proxy are first being furnished or sent to our shareholders of record entitled to vote at the Annual Meeting is on or about April 10, 2024. As used in this proxy statement, the terms “Golden,” “we,” “us,” “our,” “ours” and the “Company” refer to Golden Entertainment, Inc. and its wholly owned subsidiaries.

respect to a particular proposal because the organization that holds your shares has discretionary voting power with respect to routine matters but cannot vote on non-routine matters. Only the proposal for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024 will be considered a routine matter under applicable rules. Therefore, unless you provide voting instructions to the broker, bank or other nominee holding shares on your behalf, they will not have discretionary authority to vote your shares on any of the proposals described in this proxy statement other than the ratification of our independent registered public accounting firm. Please vote your proxy or provide voting instructions to the broker, bank or other nominee holding your shares so your vote on these matters will be counted.

Your vote is important. Whether or not you plan to attend the Annual Meeting via the webcast, we urge you to sign, date and return the enclosed proxy card as soon as possible to ensure that your vote is recorded promptly. Returning the proxy card will not affect your right to attend the Annual Meeting or vote your shares during the Annual Meeting. If you complete, sign and submit your proxy card, the persons named as proxies will vote your shares in accordance with your instructions. If you sign and submit a proxy card but do not fill out the voting instructions on the proxy card, your shares will be voted as recommended by our Board of Directors. If any other matters are properly presented for voting at the Annual Meeting, or any adjournments or postponements of the Annual Meeting, the proxy card will confer discretionary authority on the individuals named as proxies to vote your shares in accordance with their best judgment. As of the date of this proxy statement, we have not received notice of other matters that may properly be presented for voting at the Annual Meeting.

We evaluate the nominees based on qualification and attributes, such as demonstrated industry experience and expertise in the context of the needs of the Board of Directors. We consider self-identified characteristics, such as gender and ethnic/racial diversity to be a benefit to our Board of Directors, bringing a unique combination of perspectives, professional experiences and backgrounds. Our Board of Directors understands and takes into consideration the importance of having a diverse Board of Directors and is committed to maintaining a balance amongst its members. Board composition diversity may include, but is not limited to, business experience, age, gender, race, ethnicity, nationality, and country of origin. We value the different perspectives and points of view, ensuring we benefit from promoting Board diversity and corporate governance.

Qualifications & Expertise

Blake L. Sartini

Andy H. Chien

Ann D. Dozier

Mark A. Lipparelli

Anthony A. Marnell

Terrence L. Wright

Public Company

International Business

Corporate Governance

Capital Allocation/ Corporate Financing

Financial Literacy

Information Services and Technology

Legal/ Regulatory/ Public Policy

Marketing/ Sales/ Business Development

Risk Management

Strategic Planning

Human Resources, Executive Compensation, and Talent Management

Senior Leadership

Cybersecurity/ Data Privacy

ESG and Climate Risks

Industry Experience

Shareholders Advocacy

Age/Tenure

Age

Tenure


Name and Age of Director						Biographical Information
Blake L. Sartini						Mr. Sartini joined Golden as Chairman of the Board and Chief Executive Officer in July 2015 in connection with the merger with Sartini Gaming, Inc. (the “Sartini Gaming Merger”) and served as the President of Golden from that time until August 2019. Prior to the merger, Mr. Sartini served as the President and Chief Executive Officer of Sartini Gaming from its formation in January 2012, and as the founder and Chief Executive Officer of Golden Gaming, LLC (“Golden Gaming”), which he established in 2001. Prior to Golden Gaming, Mr. Sartini served in various management and executive positions with Stations Casinos, Inc. (“Station Casinos”) from 1985 to 2001, including as Executive Vice President and Chief Operating Officer upon the company’s public offering in 1993. Additionally, he served as a director of Station Casinos from 1993 until 2001. In 1986, Mr. Sartini founded Southwest Services, Inc. (the predecessor to Golden Gaming) and served as its President beginning in 1993. Before joining Station Casinos, he held key operational positions with the El Cortez Hotel and Casino, as well as the Barbary Coast Hotel and Casino. Mr. Sartini is a member of the University of Nevada, Las Vegas Foundation’s Board of Trustees and was appointed to the Nevada Gaming Policy Committee in March 2014 by Governor Sandoval. Mr. Sartini received a bachelor of science degree in business administration from the University of Nevada, Las Vegas. Mr. Sartini’s position as our Chairman and Chief Executive Officer, together with his deep knowledge of our business as a founder of Golden Gaming and his extensive executive management and industry experience gained over more than 30 years in the gaming industry, makes him a highly qualified and valuable member of our Board of Directors.


Name and Age of Director						Biographical Information
Andy H. Chien						Mr. Chien most recently served as the Chief Financial Officer and Treasurer of MGM Growth Properties LLC (NYSE:MGP), a position he held since its initial public offering in April 2016 until its sale to VICI Properties in April 2022. From 2009 to 2016, Mr. Chien held various roles at Greenhill & Co., a boutique investment banking firm, most recently serving as a Managing Director responsible for the firm’s REIT, gaming, lodging and leisure clients. Prior to that, Mr. Chien worked in the investment banking departments at UBS Investment Bank and Citigroup/Salomon Smith Barney. He has also held various positions at Commerce One and Intel Corporation. Mr. Chien received a master of business administration degree in finance and real estate from the UCLA Anderson School of Management, and a bachelor of science degree in electrical engineering, summa cum laude, from the University of Michigan. We believe Mr. Chien’s qualifications to sit on our Board of Directors include his business, leadership and investment banking experience and his familiarity with the gaming, entertainment and real estate markets in which we operate.
Ann D. Dozier						Ms. Dozier currently serves as Senior Vice President, Chief Information and Technology Officer for Southern Glazer’s Wine and Spirits, LLC, a wine and spirits distributor, a position she has held since July 2016, when Southern Wine and Spirits, LLC and Glazer’s Beer and Beverage, LLC were merged. Prior to the merger, Ms. Dozier served as the Senior Vice President, Chief Information Officer of Southern Wine and Spirits, LLC since 2015. Ms. Dozier also has prior experience in both technical and commercial roles at The Coca-Cola Company, Inc., Coca-Cola Enterprises, Inc., Dean Foods and Colgate Palmolive. From 2012 to 2019, Ms. Dozier served on the board of iControl Holdings, LLC, a private technology company focused on delivering services and solutions that automate the retail value chain. She also serves on several community boards and national councils including the Advisory Board of the University of Miami Business School’s Management Science and Business Analytics program, the Business Solutions Committee of the United Way of Miami, South Florida CIO, the Consumer Goods Technology Executive Council, the Wall Street Journal CIO Council, and the Gartner Research Board. Ms. Dozier received a bachelor of science degree in economics from the University of Georgia and attended the Harvard Business School’s Executive Management Program. Ms. Dozier is highly qualified to sit on our Board of Directors due to her extensive experience as an executive in the food and beverage industry, with particular strengths in technology, cybersecurity, business operations, food and beverage, and retail sales. Furthermore, Ms. Dozier possesses in-depth knowledge of information security matters, including experience with identifying and mitigating information security risks, and leads various community efforts focused on creating a more diverse and inclusive workforce, including IT Women, Network of Executive Women, Kearney’s Women@Digital, Women of the Vine & Spirits, and Southern Glazer’s Wine and Spirits Cheers to Diversity. In 2023, Ms. Dozier received the Woman of Wonder award from IT Women for her support of STEM scholarships for young women. Ms. Dozier’s expertise and focus on diversity make her a valuable member of our Board of Directors.


Name and Age of Director						Biographical Information
Mark A. Lipparelli						Mr. Lipparelli currently serves as the Managing Member and Chief Executive Officer of GVII, LLC, a Nevada gaming licensee that manages the Westgate Resort Las Vegas; the Managing Member of CAMS, LLC, a technology services company to the online gaming industry; Chairman and Managing Member of SBOpco, LLC, a sportsbook company operating as SuperBook; and Chairman of the Board of Directors for Galaxy Gaming, Inc., a company that develops, manufactures and distributes innovative proprietary table games, state-of-the-art electronic wagering platforms and enhanced bonusing systems to land-based, riverboat, cruise ship and online casinos worldwide. Additionally, Mr. Lipparelli serves as an advisor to various operating and investment entities through his role as Managing Member of GVIII, LLC and serves as a member of the Board of Directors of the General Commercial Gaming Regulatory Authority. Mr. Lipparelli also formerly represented State Senate District 6 in the Nevada Legislature, having been appointed to the post in December 2014, and served on a number of Senate committees. Mr. Lipparelli has also twice been an appointee to the Nevada Gaming Policy Committee. Between 2009 and 2012, Mr. Lipparelli served as a Board Member and Chairman of the Nevada Gaming Control Board. Between 2002 and 2007, Mr. Lipparelli served in various executive management positions at Bally Technologies, Inc., a gaming technology supply company listed on the NYSE, including as Executive Vice President of Operations. Prior to joining Bally Technologies, Inc., Mr. Lipparelli served as Executive Vice President and then President of Shuffle Master, Inc., a publicly traded gaming supply company, from 2001 to 2003; as Chief Financial Officer of Camco, Inc., a retail chain holding company, from 2000 to 2001; as Senior Vice President of Entertainment Systems for Bally Gaming, Inc. (a subsidiary of publicly traded Alliance Gaming Corporation), from 1998 to 2000; and various management positions including Vice President of Finance for publicly traded Casino Data Systems from 1993 to 1998. Mr. Lipparelli is a Board Trustee Emeritus of the University of Nevada Foundation, Board Member of the International Center for Responsible Gaming, member of the International Association of Gaming Advisors and a member of the International Masters of Gaming Law. Mr. Lipparelli holds a bachelor’s degree in finance and a master’s degree in economics from the University of Nevada, Reno. Among other qualifications, Mr. Lipparelli brings over 25 years of experience in the gaming industry, including his service as Chief Executive Officer of a strategic advisory and product development firm and various executive management positions at companies serving the gaming industry. He also provides information security expertise to our Board of Directors through his leadership positions with technology services companies, and contributes his legislative experience with the State Senate and past roles with the Nevada Gaming Control Board.


Name and Age of Director						Biographical Information
Anthony A. Marnell III						Mr. Marnell serves as the Chairman, Chief Executive Officer and Manager of Marnell Gaming, LLC, a company he founded in 2006, which owned and operated the Nugget Casino Resort in Sparks, Nevada prior to its sale in April 2023, as well the Edgewater Hotel & Casino Resort and the Colorado Belle Hotel & Casino Resort in Laughlin, Nevada prior to their acquisition by Golden in January 2019. He also serves as a Board member and Vice President of Global Strategies of Marnell Corrao Associates, a company that designs and develops hotel and casino resorts, positions he has held since 1997. Mr. Marnell previously developed M Resort Spa Casino, a locals-oriented casino property in Las Vegas, Nevada, serving as Chairman and Chief Executive Officer from 2006 to 2011, and (following the casino’s acquisition by Penn National Gaming, Inc.) as President of the casino property from 2011 to 2015. He also served as a strategy consultant to Penn National Gaming, Inc. from 2015 to 2016. Mr. Marnell served as Manager of MG Investors LLC, which operated the Saddle West Hotel Casino & RV Resort in Pahrump, Nevada, from 2005 to 2006, as Manager of Siren Gaming, LLC, a tribal gaming management company, from 2002 to 2005, as Founder, Chairman, President and Chief Executive Officer of TRIRIGA, Inc., a technology company from 2000 to 2011, as Vice President, VIP Marketing at Harrah’s Entertainment, Inc., a leading casino gaming company, from 1999 to 2000, and as Vice President, Corporate Marketing, at Rio Suite Hotel & Casino from 1996 to 1998. He also serves as a Commissioner of the Nevada State Athletic Commission and previously served as its Chairman. He previously served as a Board member of the Nevada State Board of Equalization from 2009 to 2013. He currently serves as a Board member of the Tuscany Research Institute and Henderson Boys and Girls Club, and served as a Board member for the Henderson Special Budget Ad Hoc Committee from 2013 to 2014. Mr. Marnell received a bachelor of science degree in hotel administration from the University of Nevada Las Vegas. We believe Mr. Marnell’s qualifications to sit on our Board of Directors include his over 20 years of experience in the casino industry, including extensive casino development and operational experience in each of the Nevada markets in which we own resort casino properties, and his particular strengths in casino development, operations and marketing.
Terrence L. Wright						Mr. Wright serves as a Board Member of Westcor Land Title Insurance Company, a company he founded in 1991 and which is licensed to issue policies of title insurance throughout the United States. Mr. Wright is an emeritus member of and past Chairman of the University of Nevada Las Vegas Foundation Board, served on the Board of Directors of Southwest Gas Holdings, Inc. (NYSE:SWX) until May 2017, and is the past Chairman for the Nevada Development Authority, the Nevada Land Title Association and the Nevada Chapter of the Young Presidents’ Organization. He has also served as Board member for the Las Vegas Monorail, Pioneer Citizens Bank, First Interstate Bank, Service First Bank of Nevada and the Boy Scouts of America. Mr. Wright received a bachelor’s degree in business administration and a juris doctor from DePaul University, Chicago, and is a member of the California and Illinois bar associations. We believe Mr. Wright’s qualifications to sit on our Board of Directors include his business and leadership experience (including serving as Chairman of the Board of Westcor Land Title Insurance Company), his service as a director of other public companies, and his familiarity with the residential and commercial real estate markets in which we operate.

Our Board of Directors is currently comprised of six members and has the following three standing committees: the Audit Committee, the Compensation Committee and the Corporate Governance Committee. The membership and functions of each standing committee are described below. Each standing committee operates under a written charter which, along with our Code of Business Conduct and Ethics, can be found in the Governance section of our website at https://goldenent.com/governance.html. The information on our website is not part of this proxy statement or any other report or registration statement that we furnish to or file with the SEC. In addition, the Board of Directors has formed a Compliance Committee, the membership and functions of which are described below.

The Board leadership structure is currently comprised of (1) a combined Chairman of the Board and Chief Executive Officer and (2) a Lead Independent Director. Mr. Sartini, our Chief Executive Officer, also serves as the Chairman of our Board of Directors. Mr. Wright currently serves in the role of Lead Independent Director, which provides strong independent leadership for our Board of Directors and a balance to our combined Chairman and Chief Executive Officer structure. The Lead Independent Director’s responsibilities include presiding over all meetings of the Board of Directors at which the Chairman is not present, calling meetings of independent directors and functioning as a liaison with our Chairman of the Board. Mr. Wright is an active and engaged director, who is well positioned to work collaboratively with Mr. Sartini, while providing strong independent oversight over our Board of Directors.

Our Board of Directors regularly evaluates its leadership structure and currently believes that the use of a Lead Independent Director, coupled with the combined Chairman and Chief Executive Officer positions, provides the most efficient and effective leadership model for Golden. As the individual primarily responsible for the day-to-day management of our business operations, our Chief Executive Officer is best positioned to provide clear insight and direction of business strategies and plans to both our Board of Directors and management. Our Board of Directors believes that a single person, acting in the capacities of Chairman as well as Chief Executive Officer, promotes unity of vision and leadership, which allows for a single, clear focus for management to execute our business strategies and plans. Coupled with a Lead Independent Director, this leadership structure allows our Board of Directors to exercise independent oversight while enabling the Board of Directors to have direct access to information related to the day-to-day management of our business operations. Moreover, we believe that the combined Chairman and Chief Executive Officer role is appropriately counterbalanced and enhanced by sound corporate governance principles, the leadership of the Lead Independent Director, the effective oversight of management by non-employee directors and the strength of our independent directors.

has a concern regarding our financial statements, accounting practices or internal controls, the concern should be submitted in writing to the Chair of the Audit Committee in care of our Secretary at our corporate office address. If the concern relates to our governance practices, business ethics or corporate conduct, the concern should be submitted in writing to a member of the Corporate Governance Committee in care of our Secretary at our corporate office address. If a shareholder is unsure as to which category the concern relates, the shareholder may communicate it to any one of the independent directors in care of our Secretary at our corporate office address. All such shareholder communications will be forwarded to the applicable director(s), unless such communications are considered, in the reasonable judgment of our Secretary, to be improper for submission to the intended recipient(s). Examples of shareholder communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to Golden or its business, or communications that relate to improper or irrelevant topics. Any such improper communication will be made available to any non-employee director upon request.

The Audit Committee operates under an amended and restated written charter adopted by the Board of Directors. The primary duties and responsibilities of the Audit Committee are to (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) monitor management’s efforts related to the information security matters and review management’s approach to identifying and mitigating information security risks; (iii) review and appraise the audit performed by our independent auditors, who report directly to the Committee; and (iv) provide an open avenue of communication among the independent auditors, financial and senior management and the Board of Directors. The Audit Committee is also charged with oversight of our policies regarding risk assessment and management, including our policies regarding management of financial and information security risk exposure and review of related party transactions (as described in the section captioned “Certain Relationships and Related Transactions”), and our management also briefs the Audit Committee on information security risk matters quarterly, or as often as needed. The charter also requires the Audit Committee (or designated members of the Audit Committee) to review and pre-approve the annual engagement letter and the performance of all audit and non-audit accounting services to be performed by our independent registered public accounting firm (independent auditors), other than certain de minimis exceptions permitted by Section 202 of the Sarbanes-Oxley Act of 2002. The Audit Committee also reviews the independence of our independent auditors and is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The responsibilities and activities of the Audit Committee are described in greater detail in the report included in this proxy statement under the caption “Report of the Audit Committee.”

The Compensation Committee operates under a written amended and restated charter adopted by the Board of Directors. The Compensation Committee is responsible for reviewing periodically our compensation plans, philosophy and programs, and overseeing the evaluation and compensation of our executive officers. The Compensation Committee also administers our incentive compensation plans, including our 2015 Incentive Award Plan (the “2015 Plan”), and our clawback policy. Under the Compensation Committee charter, our Chief Executive Officer has been delegated the authority to grant awards under our equity compensation plans to persons who are employees of Golden at or below the senior vice president level who are not serving as executive officers of Golden nor deemed to be a “named executive officer” of Golden within the meaning of SEC rules and regulations, provided that no such grant for any one individual may exceed 10,000 shares and all such grants after April 1, 2018 may not exceed 100,000 shares in the aggregate, in each case without the prior approval of the Compensation Committee. Under the 2015 Plan, the Compensation Committee may delegate its duties and responsibilities to subcommittees of our directors and/or officers for awards to certain non-executive employees, subject to certain limitations that may be imposed under applicable law or regulation, including Section 16 of the Exchange Act, and/or stock exchange rules, as applicable.

The Corporate Governance Committee operates under a written amended and restated charter adopted by the Board of Directors. The primary role of the Corporate Governance Committee is to (i) review and periodically reassess the overall corporate governance guidelines and policies for Golden; (ii) consider and make recommendations to the full Board of Directors concerning the appropriate size, organization, function and needs of the Board of Directors, including establishing criteria for Board of Directors membership and considering, recruiting and recommending candidates (including those recommended by shareholders) to fill new Board of Directors positions; (iii) annually reviewing performance of the current members of the Board of Directors; and (iv) recommending a slate of nominees to the Board of Directors to be considered for election or re-election at our annual meeting of shareholders. The Corporate Governance Committee is also responsible for reviewing and evaluating the performance of the Board of Directors, including overseeing the annual self-evaluation process for the Board of Directors and each of our standing committees, and ensuring that the Board of Directors receives periodic briefings and education on core concepts and trends that impact our industry, business and communities we operate in.

candidate’s general business and industry experience, his or her ability to act on behalf of shareholders, potential concerns regarding director independence or conflicts of interest and other factors relevant in evaluating director nominees and executive officer candidates. Additionally, the Board of Directors will consider whether or not the candidate would be found suitable to be issued a gaming license. This is a requirement of continued Board of Directors membership and executive officer positions, as our directors and executive officers are subject to a variety of regulatory and licensing requirements in the various jurisdictions in which we operate gaming facilities. If any gaming authority with jurisdiction over our business were to find any of our directors or executive officers unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever our relationship with that person. If the Corporate Governance Committee approves a new candidate for further review following an initial screening, the Corporate Governance Committee will establish an interview process for the candidate. Generally, the candidate will meet with the members of the Corporate Governance Committee, along with our Chief Executive Officer, and President and Chief Financial Officer. Contemporaneously with the interview process, the Corporate Governance Committee will conduct a comprehensive conflicts-of-interest assessment of the new candidate. The Corporate Governance Committee will consider reports of the interviews and the conflicts-of-interest assessment to determine whether to recommend the candidate to the full Board of Directors. The Corporate Governance Committee will also take into consideration the candidate’s personal attributes, including, without limitation, personal integrity, loyalty to us and concern for our success and welfare, willingness to apply sound and independent business judgment, awareness of a director’s vital part in good corporate citizenship and image, time available for meetings and consultation on company matters, and willingness to assume fiduciary responsibility.

Recommendations for candidates to be considered for election to the Board of Directors at our annual shareholder meetings may be submitted to the Corporate Governance Committee by our shareholders. Candidates recommended by our shareholders will be considered under the same standards as candidates that are identified by the Corporate Governance Committee. In order to make such a recommendation, a shareholder must submit the recommendation in writing to the Corporate Governance Committee, in care of our Secretary at our corporate office address, at least 120 days prior to the mailing date of the previous year’s Annual Meeting proxy statement. To enable the Committee to evaluate the candidate’s qualifications, shareholder recommendations must include the following information:

The Compliance Committee was formed by the Board of Directors. The primary purpose of the Compliance Committee is to oversee the proper implementation of our Gaming Compliance and Reporting Plan (the “Compliance Plan”) that is required by our order of registration with the Nevada Gaming Commission. Among other things, the role of the Compliance Committee is to: (i) ensure the effective implementation of the Compliance Plan; (ii) review and reassess periodically the adequacy of the Compliance Plan and the applicable reporting system utilized by our corporate compliance officer, and recommend any changes as deemed appropriate; (iii) identify and bring to the attention of the Board of Directors current and emerging corporate gaming and regulatory compliance trends and issues that may affect our business operations, performance, public image or compliance with applicable local, state and federal laws; (iv) provide oversight and periodic review of our regulatory

Our Board of Directors has an active role, as a whole and at the committee level, in overseeing management of our exposure to risk. The Board of Directors is regularly updated regarding risks that we face, including information security risks and risks that may impact our financial and operational performance, our credit and liquidity profile and other elements of our strategic plans. The Audit Committee assists our Board of Directors in this function and is charged with oversight of our policies regarding risk assessment and management, including our policies regarding management of financial and information security risk exposure and review of related party transactions. The Compensation Committee is responsible for overseeing the management of risks relating to executive compensation plans and arrangements. The Corporate Governance Committee manages risks associated with the independence of the Board, including considering whether any director nominees have relationships or potential conflicts of interest that could affect their independence. The Corporate Governance Committee is also responsible for assessing and reviewing risks related to ESG matters, including those related to climate change, as well as human capital related matters. The Corporate Governance Committee controls and monitors the processes related to such risks through obtaining regular quarterly updates from the ESG Committee and identifies, manages and mitigates such risks through shifting the Company’s long-term strategic goals.

We incorporate energy efficiency in our business practices and prioritize installation of high-efficiency devices across our casino properties and branded tavern locations. We plan to increase our investment in smart technologies to track our usage of utilities more efficiently. Our ongoing efforts include converting to LED lighting throughout our properties and retrofitting the existing HVAC systems with higher-efficiency options. We extended our partnership with Energy Star, which delivers cost-saving energy efficiency solutions that protect climate and public health and improve air quality. Partnership with Energy Star provides us with measured information to rely on to make well-informed decisions to improve our energy management and efficiency.

We continue highlighting the importance of waste reduction. We partner with multiple recycling companies and take an active part in landfill diversion initiatives. We recycle through third-party services and our efforts include recycling plastic, paper, cardboard, linens and vegetable oil. We initiated an “all-shred” program, partnering with a paper recycling company. We contribute to food recovery by sending food scraps from our properties to be used as livestock feed. Our team members participate in community cleanup days alongside the local organizations. In addition, we partner with The Blind Center of Nevada, a local non-profit organization in Las Vegas, Nevada, by participating in the e-waste management program through donation of used laptops and computers with an estimated device count of 150-200 per quarter.

We believe that our organization’s social goals as well as our team members’ involvement have a positive impact on the communities we serve. We are proud to be involved in various charitable events, including an annual fundraiser for amyotrophic lateral sclerosis (ALS), the Keep Memory Alive foundation for brain disorders, Scale The STRAT for the American Lung Association, and others. We have been contributing to the AAA Scholarship fund since 2018 and donate $0.2 million each year. We support food security programs, including but not limited to, Feed a Family, Meals for Christmas and Thanksgiving, and Meals for the Nevada Housing Authority, and our team members volunteer in food banks. In addition, we participate in “adopt the school” programs in each community we operate in and support local schools through both charitable donations and supply drives.

We engage with a nationally recognized compensation and benefits consulting firm to independently evaluate the effectiveness and competitiveness of our benefits program within the industry. As an organization with a diverse workforce across our casino properties and branded taverns, we offer our team members several options for annual benefits enrollment, including enrollment by telephone, online or through an app, and we support multi-lingual options. Our comprehensive benefits program provides our team members with the flexibility to choose their preferred medical, dental and vision plans. In addition, we offer telemedicine, flexible spending and health savings accounts, life insurance and a retirement plan that provides an annual discretionary match. We also offer a variety of optional benefits to promote the health and security of our employees and their families, including disability insurance and expanded life insurance coverage, critical illness and accident insurance, legal, identity theft, auto and home insurance, and pet insurance. We view mental health services as a fundamental part of our benefits program and offer a comprehensive suite of related benefits, including online mental health counseling through our team member assistance program. Additionally, we offer extended benefits to employees with disabilities and chronic health conditions, including no cost Medicare and Medicaid assistance programs and prescription savings solutions for team members with chronic health conditions.

Maintaining and improving our cybersecurity capabilities is a high priority for our business. Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee of our Board of Directors oversight of cybersecurity and another information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program and receives semi-annual reports from our General Counsel and Chief Technology Officer on our cybersecurity risks and the implementation of our cybersecurity risk management program. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.

Our management team has formed a dedicated group, including our General Counsel, Chief Technology Officer, and key information technology team members from our information technology security, compliance, vendor management office and our project management office, that is responsible for assessing and managing our material risks from cybersecurity threats. This group meets on a monthly basis to discuss the results of our cybersecurity and privacy matters and to evaluate new technologies from a security, operational, and regulatory perspective prior to their implementation. Their findings are summarized in a comprehensive report that is reviewed by our Audit Committee. Our Chief Technology Officer has over 30 years of experience in cybersecurity related to infrastructure (on-premise and cloud based), security (managed both internally

Throughout our organization, we maintain cybersecurity awareness and training programs through our learning management platform as well as through our internal policies and certifications, which are subject to review and oversight by our management and our Board of Directors. These programs and certifications cover computer acceptable-use practices, phishing education and awareness, and general security and privacy awareness regarding how to detect possible threats and obtain assistance from company cybersecurity experts. All newly hired team members are required to take training courses with particular focus on the acceptable use of technology and related cybersecurity risks. E-mail phishing training and testing is performed routinely throughout the year.

In 2023, we created a management ESG Committee, which is comprised of Legal, Finance and Human Resource team members. The ESG Committee meets on a quarterly basis and provides semi-annual reports on ESG related matters to the Corporate Governance Committee. The ESG Committee assists the Corporate Governance Committee in (i) developing, reviewing and evaluating the Company-wide polices, related to ESG and other issues; (ii) working with the Company’s executives and management in developing strategies and goals by integrating sustainability into the strategic business activities and analyzing potential future risks for the Company; (iii) advising the Company’s executives and management on disclosures pertaining to the Company’s business and its stakeholders. The Corporate Governance Committee is responsible for the oversight of the Company’s ESG goals and initiatives.

We enforce strict insider trading policies and blackout periods for our executive officers and directors, and have stock ownership guidelines for our directors, executive officers and senior vice presidents. All of our Directors are independent, other than our Chief Executive Officer Mr. Sartini. Mr. Wright currently serves in the role of Lead Independent Director, which provides strong independent leadership for our Board of Directors and a balance to our combined Chairman and Chief Executive Officer structure. We enhanced our Board of Directors’ matrix, expanding the Board qualifications and expertise, and highlighted the relevant experience and skills that help us to review and assess the Board of Directors’ capacities and provide greater transparency to investors.

We do not currently pay additional compensation to a director for serving as our Lead Independent Director. For the annual time-based RSU award, the number of units issued each year is equal to $162,500 divided by the 20 day trailing average closing price of our common stock for the period preceding the date of grant. Each annual award vests in full on the first anniversary of the grant date. All such awards vest in full in the event of a “Change in Control” (as defined in the 2015 Plan) or the director’s termination of service due to death or disability. Our average non-employee director compensation structure is set near the peer group median, with a competitive mix of equity and cash. The peer group is the same companies used for our executive compensation study.

(a) Includes 211 additional shares per unvested RSU award acquired through the issuance of a dividend equivalent on August 25, 2023 as a result of the adjustment of the outstanding RSUs held by our non-employee directors to reflect the one-time cash dividend of $2.00 per share of our common stock. In accordance with the provisions of the 2015 Plan, the declaration of this one-time cash dividend triggered the requirement to make an equitable adjustment to the number and type of securities subject to each outstanding stock option and RSU under the 2015 Plan, including the exercise price of outstanding stock options. As a result, on August 25, 2023, the Board adjusted the exercise price of unexercised stock option awards and the number of shares underlying RSU awards held by the non-employee directors to reflect the cash dividend. The exercise price of outstanding stock options was reduced by $2.00 per share and each holder of an RSU award was issued additional RSUs with a value equal to $2.00 (calculated using the closing price per share of our common stock on August 10, 2023, the ex-dividend date). The conditions of each option grant and the vesting schedule and conditions of each RSU grant remain the same (with the additional RSUs issued as part of this adjustment subject to forfeiture on the same terms as the underlying grants). The equitable adjustment to the outstanding awards under the 2015 Plan was mandatory under the terms of the 2015 Plan, and did not result in a modification of the awards under FASB ASC Topic 718.

Blake L. Sartini II joined Golden as Senior Vice President of Distributed Gaming in July 2015 in connection with the Sartini Gaming Merger, was promoted to Executive Vice President of Operations in June 2021, and became the Company’s Executive Vice President and Chief Operating Officer in March 2024. In his former role as Executive Vice President of Operations, he was responsible for overseeing all distributed gaming operations in Nevada and Montana (prior to their sales to J&J Ventures Gaming, LLC (“J&J Gaming”) and its affiliates), as well as our Nevada tavern locations operating under the brand names PT’s, Sierra Gold, SG Bar, Sean Patrick’s and Lucky’s. Mr. Sartini II also oversaw five of our eight operating casinos, namely: both Arizona Charlie’s Casinos in Las Vegas; Pahrump Nugget Hotel & Casino, Gold Town Casino and Lakeside Casino & RV Park in Pahrump, Nevada. In his current role, Mr. Sartini II assumed additional responsibility for the oversight of all our operating casinos, including The STRAT Hotel, Casino & Tower in Las Vegas; Aquarius Casino Resort and Edgewater Casino Resort in Laughlin, Nevada. From January 2010 until the Sartini Gaming Merger, Mr. Sartini II served in various roles with Sartini Gaming, including as Vice President of Operations for Golden Route Operations, LLC (“GRO”), a subsidiary of Sartini Gaming, from September 2014, as assistant director for GRO from January 2012 to September 2014, and as a marketing manager from January 2010 to January 2012. Prior to joining Sartini Gaming, Mr. Sartini II served as senior business associate with the Ultimate Fighting Championship for its international event operations and talent relations in the United Kingdom. Mr. Sartini II received a Bachelor of Science degree in business administration from Chapman University in Orange, California.

Thomas E. Haas joined Golden in October 2017 in connection with our acquisition of American Casino & Entertainment Properties LLC (“American”), was appointed as Senior Vice President of Accounting in March 2018, and assumed his current position of Senior Vice President and Chief Accounting Officer in March 2020. Mr. Haas had served as senior vice president of finance and principal accounting officer of American since August 2015, and continued to serve in that role following the American acquisition until his promotion to Senior Vice President of Accounting of Golden. Mr. Haas joined American in April 2004 as the director of compliance and was promoted to vice president of finance in August 2006. Prior to joining American, Mr. Haas held financial and accounting management positions with Mikohn Gaming, Inc. and GES Exposition Services. Mr. Haas started his career with Deloitte & Touche. Mr. Haas earned a Bachelor of Science degree in business administration, accounting and finance from the University of Arizona.

Information on beneficial ownership has been furnished by each director and executive officer, and with respect to beneficial owners of more than 5% of our common stock, by the Schedules 13D and 13G filed with the SEC by them. Beneficial ownership is determined in accordance with the rules of the SEC. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days after March 28, 2024 are deemed outstanding, as well as any shares of common stock that such person has the right to acquire upon the vesting of restricted stock units within 60 days after March 28, 2024, while such shares are not deemed outstanding for purposes of computing the percentage ownership of any other person. Except as otherwise indicated, the mailing address of each shareholder is c/o Golden Entertainment, Inc., 6595 S. Jones Boulevard, Las Vegas, Nevada 89118.

2023 was a transformative year for Golden as we streamlined our portfolio and divested non-core businesses at attractive multiples, reduced leverage to favorably refinance our credit facility, repurchased $59 million in principal amount of our senior unsecured notes in open market transactions, and returned capital to our shareholders through a special cash dividend of $2.00 per share. We completed 2023 with revenues of $1.1 billion and net income of $256 million, reflecting the benefit of the $303 million gain on sales of the Rocky Gap Casino Resort (“Rocky Gap”) and distributed gaming operations in Montana, and Adjusted EBITDA of $223 million. For a discussion of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA, refer to page 29 of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024.

In May 2023, we modified the terms of our credit facility by extending the maturity date of the revolving credit facility from April 20, 2024 to May 26, 2028, establishing the new term loan facility with a maturity date of May 26, 2030, and lowering the interest rate on our credit facility by 0.25%. The new term loan facility was fully drawn at the time of such modification, with the proceeds thereof used to repay a portion of our original term loan borrowings. In July 2023, we used $175 million of the proceeds from the sale of Rocky Gap to repay in full the remainder of the original term loan borrowings. During 2023, total debt obligations repaid totaled $239 million bringing our net leverage ratio to a historic low of 2.2x at December 31, 2023. We ended the year with $158 million of cash and cash equivalents and no outstanding borrowings under our $240 million revolving credit facility.

Our Compensation Committee has adopted a number of practices and policies designed for a company our size and the marketplace in which we compete for executive talent, all to create an executive compensation program that places a significant emphasis on “pay-for-performance.” Our Compensation Committee selects and engages its own independent advisor, and engaged Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), to serve as its independent compensation consultant for 2023. The Compensation Committee reviewed external market data and peer group data with its independent consultant and designed our executive compensation program to link executive pay to Company performance and to shareholder interests, by weighting total target compensation to the achievement of corporate performance metrics and strong stock price performance.


	What We Do (Best Practice)		What We Don’t Allow
ü	Enforce strict insider trading policies and enforce blackout trading periods for executives and directors	X	No change-in-control severance multiple in excess of three times salary and target bonus
ü	Set meaningful stock ownership guidelines for executives and non-employee directors	X	No single-trigger or modified single-trigger change-in-control arrangements
ü	Disclose performance goals and performance results for our performance-based annual incentive program and our PSUs	X	No excise tax gross-ups upon a change in control
ü	Set a maximum individual payout limit on our performance-based annual incentive program and our PSUs	X	No re-pricing or cash buyout of underwater stock options or stock appreciation rights without shareholder approval
ü	Maintain severance and change-in-control provisions that are consistent with market practice, including double-trigger requirements for change-in-control protection	X	No enhanced retirement formulas
ü	Retain an independent compensation consultant reporting directly to the Compensation Committee	X	No guaranteed annual or multi-year compensation
ü	Appoint lead independent director	X	No market timing with granting of equity awards

Our executive compensation program is reviewed annually by the Compensation Committee. In the first quarter of each year, the Compensation Committee reviews the performance of each of our executive officers during the previous year. At this time, the Compensation Committee also reviews our actual corporate performance for the prior year and makes the final annual incentive payment determinations based on such performance and the Compensation Committee’s evaluation of each executive’s individual performance for the prior year. In connection with this annual review, the Compensation Committee also reviews and adjusts, as appropriate, base salaries and annual target bonus levels for the NEOs and reviews and grants long-term equity incentive awards to the NEOs, in each case based on the Compensation Committee’s performance evaluations, competitive market data provided by its independent compensation consultant, and other factors considered appropriate by the Compensation Committee, including internal pay equity. During the year, the Compensation Committee may also evaluate and make compensation adjustments or grants of additional discretionary bonuses and/or long-term incentive awards to our executives and certain other eligible employees, as and to the extent deemed appropriate by the Compensation Committee. The Compensation Committee is supported by management and its independent compensation consultant, as further described below.

For 2023, the Compensation Committee engaged Aon, an independent compensation consultant, to provide independent executive compensation advisory services, including recommending an appropriate peer group for setting 2023 compensation and conducting a 2023 annual total compensation study for executive and key manager positions. Aon did not provide any other services to us in 2023 beyond its engagement as an advisor to the Compensation Committee on executive and director compensation matters. After review and consultation with Aon and management, the Compensation Committee determined that Aon was independent and that there was no conflict of interest resulting from retaining Aon during the year ended December 31, 2023. In reaching these conclusions, the Compensation Committee considered the factors set forth in Exchange Act Rule 10C-1 and Nasdaq listing standards.

The Committee uses competitive compensation data from the annual total compensation study of peer companies and surveys to inform decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader United States market. Instead, the Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.

At our 2023 annual meeting of shareholders, shareholders approved, on an advisory basis, the compensation of our NEOs at that time, as disclosed pursuant to the compensation disclosure rules of the SEC, with over 83% of shareholder votes cast in favor of our say-on-pay resolution (excluding abstentions and broker non-votes). As the Compensation Committee evaluated our executive compensation policies and practices following the 2023 annual meeting of shareholders, the Committee was mindful of the strong support our shareholders expressed for our compensation philosophy and objectives. As a result, the Compensation Committee decided to retain our general approach to executive compensation, with an emphasis on incentive compensation that rewards our executive officers when they deliver value for our shareholders. The Compensation Committee will continue to consider the outcome of say-on-pay advisory votes when making future compensation decisions for our NEOs.

Component

Proportion of Total Target Pay

Structure and Features

2023 Performance Outcome

Base Salary

•CEO: 17%

•Other NEOs: 23%

•Base salary aligned with others in our compensation peer group

•5.6% base salary increase for one NEO based on Aon’s market study

Annual Incentive

•CEO: 25%

•Other NEOs: 24%

Structure:

•100% performance-based cash incentive

Features:

•Rigorous pre-set goals

•Payout capped at 200% of target based on performance goal achievement

•Performance goal achievement of 90.8%

•Payout of 69.3%

Long-Term Equity Incentive

•CEO: 58%

•Other NEOs: 53%

Structure:

•50% PSUs

•50% RSUs

Features:

•One-year performance period followed by two- year time-based vesting requirement for PSUs

•Three-year ratable vesting for RSUs

•Performance goal achievement of 90.8%

•PSUs certified at 69.3% of target

The corporate financial metric for purposes of the 2023 Annual Incentive Program was Adjusted EBITDA (as calculated for 2023 Annual Incentive Program purposes). We use Adjusted EBITDA because it is an objective and quantifiable measurement of our financial performance. It provides meaningful historical comparisons, is an appropriate and consistent measurement within our industry, and is the primary driver of enhanced total shareholder return. For purposes of the 2023 Annual Incentive Program, “Adjusted EBITDA” means consolidated net income of Golden Entertainment, Inc. for 2023, plus interest expense, federal, state, local and foreign income taxes (net of any federal, state, local and foreign income tax credits), depreciation and amortization expense, share-based compensation expense, any fees and expenses related to completed or proposed acquisitions or dispositions or any amendments to our credit facilities or any loan documents thereunder, pre-opening losses, charges and expenses relating to the opening of new locations operated, or to be operated, by us, any loss on disposal of assets, executive severance and sign-on bonuses, class action litigation expenses, and any non-recurring, non-cash or extraordinary charges reducing consolidated net income, including impairments and other losses; and minus any gain on disposal of assets increasing consolidated net income, any non-recurring or extraordinary gains or charges increasing consolidated net income, any net benefit from federal, state, local and foreign income taxes increasing consolidated net income, and interest income and non-cash gains increasing such consolidated net income. 2023 Adjusted EBITDA for purposes of the 2023 Annual Incentive Program was further adjusted to exclude the cost of awards payable under the 2023 Annual Incentive Program. Refer to the section of this proxy statement captioned “Pay Versus Performance” for further details about the calculation of Adjusted EBITDA (as calculated for 2023 Annual Incentive Program purposes).

The PSUs that will be eligible to vest will be determined based on our attainment of performance goals set by the Compensation Committee for 2023. The percentage achieved for the year relative to the performance objective for such year was applied to the “target” number of PSUs granted to each executive officer. In 2021, the Compensation Committee approved a structural change to the PSU grants. We changed from a two-year averaging approach to earn shares with a one-year additional vesting requirement, to a one-year performance period to earn shares with a two-year additional vesting requirement, which was applied to the PSU awards granted in 2021 - onward. The Compensation Committee firmly believes this is an enhancement that allows us to set challenging targets that better reflect current financial expectations, and incorporate any changes to our business due to micro- and macroeconomic impacts to Golden and the gaming industry. The Compensation Committee continues to set challenging but reasonable targets in an uncertain environment. In addition, the final value delivered is highly dependent on sustained stock price performance over three years. The PSUs will be earned based on the following methodology:

Perquisites. Pursuant to the terms of their employment agreements, we provide certain perquisites to our NEOs with employment agreements. Each NEO with an employment agreement is entitled to an allowance for health insurance premiums, participation in the executive supplemental health insurance program, and term life insurance and disability coverage at our expense. In addition, our NEOs with employment agreements are entitled to reimbursement of country club dues, reimbursement of disability coverage and reimbursement of personal automobile lease, reimbursement of personal security and related expenses, and Mr. Sartini is also entitled to reimbursement of premiums under certain individually-obtained life insurance policies (not to exceed $200,000 annually). With respect to Messrs. Sartini, Arcana and Sartini II, these perquisites were in effect for them prior to their joining our organization in connection with the Sartini Gaming Merger in 2015.

Severance and Change in Control Provisions. We have entered into employment agreements with each of the NEOs, aside from Mr. Haas, that provide for certain severance benefits in the event that an NEO’s employment is involuntarily or constructively terminated. We recognize the challenges executives often face securing new employment following termination. To mitigate these challenges and to secure the focus of the management team on our affairs, all executive officers are entitled to receive severance payments under their employment agreements upon certain types of termination. The terms of these employment agreements are described under “Executive Employment Agreements and Equity Award Acceleration.” We believe that reasonable severance benefits for our executive officers are important because there may be limited opportunities for our executive officers to find comparable employment within a short period of time following certain qualifying terminations. In addition to normal severance, we provide Mr. Sartini with enhanced benefits in the event of a qualifying termination following a change-in-control as a means of reinforcing and encouraging his continued attention and dedication to his duties without personal distraction or conflict of interest in circumstances that could arise from the occurrence of a change-in-control. We believe that the interests of shareholders are best served if the interests of our senior management are aligned with them, and providing change-in-control benefits for Mr. Sartini should eliminate any reluctance to pursue potential change-in-control transactions that may be in the best interests of shareholders.

Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the annual amount of compensation that publicly held companies may deduct for federal income tax purposes for any “covered employee” (as defined in Section 162(m)). Under Section 162(m), compensation above $1,000,000 is generally non-deductible for any covered employee. Our objectives are not always consistent with the requirements for full deductibility. Therefore, deductibility is not the sole factor used in setting the appropriate compensation levels paid by us and decisions leading to future compensation levels may not be fully deductible under Section 162(m). We believe this flexibility enables us to respond to changing business conditions or to an executive’s exceptional individual performance.


Name and Principal Position	Year	Salary		Bonus		Stock Awards (1)		Non-Equity Incentive Plan Compensation (2)		All Other Compensation (3)		Total

Blake L. Sartini	2023	$	1,050,000	$	—	$	3,641,842	$	1,092,152	$	275,193	$	6,059,187
Chief Executive Officer and	2022	1,036,539		—		3,412,493		1,410,621		300,860		6,160,513
Chairman of the Board	2021	1,000,000		2,000,000		2,999,992		2,500,000		281,392		8,781,384

Charles H. Protell	2023	785,000		—		2,094,407		625,994		76,664		3,582,065
President, Chief Financial	2022	775,577		—		1,962,479		808,532		75,651		3,622,239
Officer and Treasurer	2021	750,000		1,500,000		2,680,793		1,500,000		74,496		6,505,289

Stephen A. Arcana (4)	2023	630,000		—		1,680,866		502,390		100,113		2,913,369
Chief Development Officer; Former Executive Vice President and	2022	621,923		—		1,575,013		648,886		92,902		2,938,724
Chief Operating Officer	2021	600,000		1,500,000		1,350,008		1,200,000		78,498		4,728,506

Blake L. Sartini II (5)	2023	474,038		—		1,013,835		279,972		48,897		1,816,742
Executive Vice President and Chief Operating Officer; Former	2022	443,269		—		899,985		342,579		66,910		1,752,743
Executive Vice President of Operations	2021	425,000		1,000,000		743,763		552,500		51,778		2,773,041

Thomas E. Haas	2023	300,000		—		240,118		156,022		9,690		705,830
Senior Vice President and	2022	293,269		—		225,010		201,517		13,575		733,371
Chief Accounting Officer	2021	264,423		450,000		124,990		264,583		11,072		1,115,068

(1)Represents the grant date fair value of the RSUs and PSUs granted to the NEOs in the applicable fiscal year under ASC 718. The grant date fair value is the amount at the grant date Golden expected to expense over the awards’ vesting period. The amounts do not reflect the actual amounts that may be realized by the executive officers. The grant date fair value of the PSUs granted to the NEOs in 2023, 2022 and 2021 was calculated based on the probable achievement of the performance goals as determined at the date of grant, which was determined to be 100% of the target level of performance. The full grant date fair value of the 2023 PSU awards to the NEOs, assuming the highest level of possible performance, is as follows: Mr. Sartini, $3,641,842; Mr. Protell, $2,094,407; Mr. Arcana, $1,680,908; Mr. Sartini II, $1,013,793; and Mr. Haas, $240,118. A discussion of the assumptions used in the valuation of the stock awards may be found in Note 8 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023.


Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock Units (#)(3)	Grant date Fair Value of Stock Awards ($)(4)

		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)

Blake L. Sartini	—	$	787,500	$	1,575,000	$	3,150,000	—	—	—	—	—
	3/14/2023	—		—		—		—	—	—	43,438	$	1,820,921
	3/14/2023	—		—		—		21,719	43,438	86,876	—	1,820,921

Charles H. Protell	—	451,375		902,750		1,805,500		—	—	—	—	—
	3/14/2023	—		—		—		—	—	—	24,981	1,047,204
	3/14/2023	—		—		—		12,491	24,981	49,962	—	1,047,204

Stephen A. Arcana	—	362,250		724,500		1,449,000		—	—	—	—	—
	3/14/2023	—		—		—		—	—	—	20,048	840,412
	3/14/2023	—		—		—		10,025	20,049	40,098	—	840,454

Blake L. Sartini II	—	201,875		403,750		807,500		—	—	—	—	—
	3/14/2023	—		—		—		—	—	—	12,093	506,939
	3/14/2023	—		—		—		6,046	12,092	24,184	—	506,897

Thomas E. Haas	—	112,500		225,000		450,000		—	—	—	—	—
	3/14/2023	—		—		—		—	—	—	2,864	120,059
	3/14/2023	—		—		—		1,432	2,864	5,728	—	120,059

(2)Represents PSUs granted on March 14, 2023. Provided that the executives continue to render services to us through the applicable vesting date, the vesting of the PSUs is subject to our attainment of an Adjusted EBITDA target for fiscal year 2023 (as calculated for 2023 Annual Incentive Program purposes). Between 0%-200% of such “target” number of shares subject to the awards were eligible to be earned based on our attainment of performance goals set by the Compensation Committee for 2023 (which were the same performance goals approved by the Compensation Committee under Golden’s annual incentive program for 2023). The percentage achievement for 2023 relative to the performance objectives for such year was determined at the end of the performance period and applied to the “target” number of shares, which achievement percentage was determined to be 69.3%. The number of “earned” shares is then subject to two additional years of time-based vesting, with such shares vesting on the third anniversary of the date of grant. For information about the accelerated vesting provisions that apply to these awards under the employment agreements with the NEOs, if any, refer to “Executive Employment Agreements and Equity Award Acceleration.”

The following table sets forth certain information relating to equity awards outstanding as of December 31, 2023 for each of our NEOs.


	Options Awards (1)					Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options - Exercisable	Options Exercise Price (2)		Option Expiration Date	Number of Shares, or Units, of Stock That Have Not Vested (2)		Market Value of Shares, or Units of Stock That Have Not Vested (10)

Blake L. Sartini	8/27/2015	440,000	$	5.34	8/26/2025	—		$	—
	8/26/2016	264,000	10.51		8/26/2026	—		—
	3/20/2017	200,000	11.50		3/20/2027	—		—
	3/12/2021	—	—		—	18,130	(3)	723,947
	3/12/2021	—	—		—	108,784	(4)	4,343,765
	3/11/2022	—	—		—	22,355	(5)	892,620
	3/11/2022	—	—		—	30,043	(6)	1,199,617
	3/14/2023	—	—		—	45,679	(7)	1,823,955
	3/14/2023	—	—		—	31,655	(8)	1,263,984

Charles H. Protell	11/28/2016	150,000	10.57		11/28/2026	—		—
	3/20/2017	25,000	11.50		3/20/2027	—		—
	8/5/2019	—	—		—	105,159	(9)	4,198,984
	3/12/2021	—	—		—	10,198	(3)	407,217
	3/12/2021	—	—		—	61,192	(4)	2,443,389
	3/11/2022	—	—		—	12,856	(5)	513,326
	3/11/2022	—	—		—	17,276	(6)	689,831
	3/14/2023	—	—		—	26,270	(7)	1,048,948
	3/14/2023	—	—		—	18,204	(8)	726,886

Stephen A. Arcana	8/27/2015	100,000	5.34		8/26/2025	—		—
	8/26/2016	140,000	10.51		8/26/2026	—		—
	3/20/2017	100,000	11.50		3/20/2027	—		—
	3/12/2021	—	—		—	8,159	(3)	325,799
	3/12/2021	—	—		—	48,953	(4)	1,954,711
	3/11/2022	—	—		—	10,317	(5)	411,962
	3/11/2022	—	—		—	13,866	(6)	553,669
	3/14/2023	—	—		—	21,082	(7)	841,812
	3/14/2023	—	—		—	14,610	(8)	583,377

Blake L. Sartini II	8/27/2015	50,000	5.34		8/26/2025	—		—
	8/26/2016	70,000	10.51		8/26/2026	—		—
	3/20/2017	75,000	11.50		3/20/2027	—		—
	3/12/2021	—	—		—	4,496	(3)	179,507
	3/12/2021	—	—		—	26,969	(4)	1,076,871
	3/11/2022	—	—		—	5,896	(5)	235,437
	3/11/2022	—	—		—	7,923	(6)	316,365
	3/14/2023	—	—		—	12,717	(7)	507,783
	3/14/2023	—	—		—	8,811	(8)	351,823

Thomas E. Haas	3/12/2021	—	—		—	755	(3)	30,149
	3/12/2021	—	—		—	4,532	(4)	180,976
	3/11/2022	—	—		—	1,474	(5)	58,870
	3/11/2022	—	—		—	1,980	(6)	79,061
	3/14/2023	—	—		—	3,012	(7)	120,259
	3/14/2023	—	—		—	2,086	(8)	83,294

(2)In accordance with the provisions of the 2015 Plan, the declaration of this one-time cash dividend triggered the requirement to make an equitable adjustment to the number and type of securities subject to each outstanding stock option, RSU and PSU under the 2015 Plan, including the exercise price of outstanding stock options. As a result, effective August 25, 2023, the Board of Directors adjusted the exercise price of unexercised stock option awards and the number of shares underlying RSU and PSU awards held by the NEOs to reflect the cash dividend. The exercise price of outstanding stock options was reduced by $2.00 per share and each holder of an RSU or PSU award was issued additional RSUs or PSUs with a value equal to $2.00 (calculated using the closing price per share of our common stock on August 10, 2023, the ex-dividend date). The conditions of each option grant and the vesting schedule and conditions of each RSU and PSU grant remain the same (with the additional RSUs and PSUs issued as part of this adjustment subject to forfeiture on the same terms as the underlying grants). The equitable adjustment to the outstanding awards under the 2015 Plan was mandatory under the terms of the 2015 Plan, and did not result in a modification of the awards under FASB ASC Topic 718. The exercise price of the outstanding stock options held by the NEOs in the table above reflects the foregoing adjustment, and the number of RSUs and PSUs included in the table above includes the additional RSUs or PSUs that were issued to the NEOs as part of the foregoing adjustment.

(8)Represents PSUs granted on March 14, 2023. Provided that the executives continue to render services to us through the applicable vesting date, the vesting of the PSUs was subject to our attainment of an Adjusted EBITDA target for fiscal year 2023 (as calculated for 2023 Annual Incentive Program purposes). Between 0%-200% of such “target” number of shares subject to the awards were eligible to be earned based on our attainment of performance goals set by the Compensation Committee for 2023 (which were the same performance goals approved by the Compensation Committee under our annual incentive program for 2023). At “threshold” performance, 50% of the “target” number of PSUs were eligible to be earned, at “target” performance, 100% of the “target” number of PSUs were eligible to be earned, and at “maximum” performance, 200% of the “target” number of PSUs were eligible to be earned, with linear interpolation applied between performance levels. On March 14, 2024, the Compensation Committee determined that the 2023 PSUs were “earned” at 69.3% of “target” levels based on our performance during 2023. The PSUs are reflected at such level in the table above. This number of “earned” shares is then subject to an additional two years of time-based vesting, with such shares vesting on the third anniversary of the date of grant, or on March 14, 2026. For information about the accelerated vesting provisions that apply to these awards under the employment agreements with the NEOs, if any, refer to “2023 Executive Compensation Decisions — 2023 Long-Term Equity Incentive Awards” above.

Golden has entered into at-will employment agreements with each of the NEOs other than Mr. Haas. Under each employment agreement, in addition to the executive’s annual base salary, the executive is entitled to participate in Golden’s incentive compensation programs applicable to the executive officers. The executive officers are also eligible to participate in all health benefits, insurance programs, pension and retirement plans and other employee benefit and compensation arrangements. Each executive officer with an employment agreement is also provided with other benefits as set forth in the respective employment agreement. In the event of a termination without “cause” or a “constructive termination” (each, a “Qualifying Termination”), each employment agreement provides for the payment of severance to the executive in connection with his termination of employment, as well as continued health benefits, as described below, and acceleration of vesting of the executive’s stock awards (other than as such accelerated vesting is revised in the award agreements for the PSUs or as otherwise described below for Mr. Protell’s August 2019 RSU award). In the event of an executive’s termination of employment by reason of his death or disability, all of his stock awards will vest. The employment agreements also contain customary confidentiality, non-solicitation and non-compete provisions.

Under Mr. Sartini’s employment agreement, Mr. Sartini serves as our Chief Executive Officer, with such duties and responsibilities as are commensurate with the position, and reports directly to our Board of Directors. Mr. Sartini’s employment agreement, as amended, provides for an annual base salary of $1,050,000 and Mr. Sartini’s target bonus for purposes of our annual incentive compensation plan is equal to 150% of his annual base salary. In the event of a Qualifying Termination, Mr. Sartini will be entitled to receive a lump-sum payment equal to the Severance Multiplier (defined below) multiplied by the sum of his annual base salary and annual target bonus, as in effect immediately prior to the date of termination, plus continued health benefits at our expense for a period of 18 months, plus a lump-sum cash payment equal to (i) the number of months by which the product of the Severance Multiplier multiplied by 12 exceeds 18, multiplied by (ii) his monthly health insurance premium at the date of termination. The “Severance Multiplier” in Mr. Sartini’s employment

Under Mr. Protell’s employment agreement, Mr. Protell serves as our President and Chief Financial Officer, with such duties and responsibilities as are commensurate with the position, and reports directly to our Chief Executive Officer. Mr. Protell’s employment agreement, as amended, provides for an annual base salary of $785,000, and Mr. Protell’s target bonus for purposes of our annual incentive compensation plan is equal to 115% of his annual base salary. In the event of a Qualifying Termination, Mr. Protell will be entitled to receive a lump-sum payment equal to the sum of his annual base salary and annual target bonus, as in effect immediately prior to the date of termination, multiplied by two. In the event of a Qualifying Termination, Mr. Protell will also be entitled to receive continued health benefits at our expense for a period of 18 months, plus a lump-sum cash payment equal to six times his monthly health insurance premium at the date of termination.

Under Mr. Arcana’s employment agreement as in effect on December 31, 2023 (the “Prior Arcana Employment Agreement”), Mr. Arcana served as our Executive Vice President and Chief Operating Officer. The Prior Arcana Employment Agreement provided for an annual base salary of $630,000, and a target bonus for purposes of our annual incentive compensation plan of 115% of his annual base salary. In the event of a Qualifying Termination, under the Prior Arcana Employment Agreement, Mr. Arcana would have been entitled to receive a lump-sum payment equal to the sum of his annual base salary and annual target bonus, as in effect immediately prior to the date of termination, multiplied by two. In the event of a Qualifying Termination, under the Prior Arcana Employment Agreement, Mr. Arcana would also have been entitled to receive continued health benefits at our expense for a period of 18 months, plus a lump-sum cash payment equal to six times his monthly health insurance premium at the date of termination.

Effective March 20, 2024, Mr. Arcana ceased serving as Golden’s Executive Vice President and Chief Operating Officer and was appointed as Golden’s Chief Development Officer. In connection with this change, Mr. Arcana entered into an amended and restated employment agreement with Golden with a term ending on March 20, 2025, unless terminated earlier, that provides for an annual base salary of $580,000 and a target bonus opportunity of 90% of his base salary for 2024. Under the terms of the amended and restated employment agreement, if Mr. Arcana’s employment is terminated without cause, in a constructive termination, or due to the expiration of the term, Mr. Arcana will receive (i) a cash payment equal to his base salary, pro-rated for the remainder of the term, plus the value of his health insurance premium allowance, country club dues and car expense reimbursement that he would be entitled to receive from the termination date through March 20, 2025, (ii) to the extent unpaid at the time of termination, payment of his 2024 annual bonus payment, calculated based on actual performance and paid at the time bonus payments are paid to active employees, but no later than March 15, 2025, (iii) continued health benefits at active employee rates for 18 months, and (iv) a lump-sum cash payment payable on the 60th day following termination equal to six times the excess of his monthly health insurance premium amount over the monthly premium he paid as an active employee. Additionally, on a termination without cause, a constructive termination, or a termination due to his death or disability or the expiration of the term, all of his unvested equity awards will vest and equity awards subject to exercise provisions will be exercisable until the later of (i) one year following his termination and (ii) such longer period as specified in the applicable stock award (subject to earlier expiration by the terms of such awards).

Under Mr. Sartini II’s amended and restated employment agreement as in effect on December 31, 2023 (the “Prior Sartini II Employment Agreement”), Mr. Sartini II served as our Executive Vice President of Operations. The Prior Sartini II Employment Agreement provided for an annual base salary of $475,000, and a target bonus for purposes of our annual incentive compensation plan equal to 85% of his annual base salary. In the event of a Qualifying Termination, under the Prior Sartini II Employment Agreement, Mr. Sartini II would be entitled to receive a lump-sum payment equal to the sum of his annual base salary and annual target bonus, as in effect immediately prior to the date of termination, multiplied by 1.25. In the event of a Qualifying Termination, under the Prior Sartini II Employment Agreement, Mr. Sartini II would also be entitled to receive continued health benefits at our expense for a period of 15 months.

will receive (i) a cash severance payment equal to two times the sum of his base salary plus his target bonus, payable in a lump sum on the 60th day following his termination, (ii) continued health benefits at active employee rates for 18 months, and (iii) a lump-sum cash payment payable on the 60th day following termination equal to six times the excess of his monthly health insurance premium amount over the monthly premium he paid as an active employee. Additionally, on a termination without cause, a constructive termination or a termination due to his death or disability, all of his unvested equity awards will vest and equity awards subject to exercise provisions will be exercisable until the later of (i) one year following his termination and (ii) such longer period as specified in the applicable stock award (subject to earlier expiration by the terms of such awards).

The employment agreements generally define “cause” to include: (i) the executive’s commission of a felony, (ii) the executive’s theft or embezzlement of property of Golden or the commission of any similar act involving moral turpitude, (iii) the failure of the executive to substantially perform his material duties and responsibilities, which failure (if curable) is not cured within 30 days after the executive’s receipt of written notice from our Board of Directors, (iv) the executive’s material violation of a significant company policy, which violation (if curable) is not cured within 30 days after the executive’s receipt of written notice from us and which violation has a material adverse effect on Golden or its subsidiaries or affiliates, (v) the failure of the executive to qualify (or thereafter the disqualification of the executive) under any regulatory or licensing requirement of any jurisdiction or regulatory authority to which the executive may be subject by reason of his position with Golden (unless waived by our Board of Directors or the Compensation Committee in its sole discretion or, in the case of Mr. Sartini’s employment agreement only, unless the failure to qualify is in a jurisdiction that Golden has entered into without Mr. Sartini’s prior consent), or (vi) the revocation of a Company gaming license, as a result of any act or omission by the executive, which revocation has an adverse effect on Golden or its subsidiaries or affiliates. The employment agreements generally define “constructive termination” as the occurrence of any of the following events or circumstances: (i) a material adverse change in the executive’s responsibilities, authority, status, position, offices, titles, duties or reporting requirements (including directorships), (ii) a reduction in the executive’s base salary or a material adverse change in the executive’s annual compensation or benefits, (iii) a requirement to relocate in excess of 50 miles from the executive’s then-current place of employment without the executive’s consent, or (iv) the breach by Golden of any material provision of the employment agreement or failure to fulfill any other contractual duties owed to the executive.

PSUs are excluded from the accelerated vesting terms of the employment agreements with the NEOs. Instead, the accelerated vesting of those awards is governed by the terms of the award agreements. With respect to those executives who are a party to an employment agreement, in the event of the executive officer’s termination without “cause” or resignation in connection with a “constructive termination,” or a termination upon the executive’s death or disability, PSUs will remain eligible to vest based on the actual performance achieved under the terms of the awards, or, if such termination occurs following the end of the two-year performance period, the “performance-adjusted vesting eligible” PSUs will vest on the date of termination. With respect to PSUs granted to Mr. Haas, in the event of his termination without “cause” following a change in control, Mr. Haas will vest in the “performance-adjusted vesting eligible” PSUs on the date of such termination, as determined as of the date of the change in control in accordance with the award agreement (as described below).

The information below describes and quantifies certain compensation that would have been payable to each NEO if the NEO’s employment had terminated, or a change in control had occurred, on December 31, 2023, given the NEO’s compensation as of such date and, if applicable, based on our closing stock price on December 29, 2023, the last trading day of the year. These benefits are in addition to benefits available generally to salaried employees upon a termination of employment, such as payment of accrued but unpaid base salary, accrued but unpaid annual bonus, and vacation pay and distributions under our 401(k) plan (assuming the executive participated in the plan). The terms of their respective separation arrangements with us are described above in “Executive Employment Agreements and Equity Award Acceleration.” PSUs are excluded from the accelerated vesting terms of the employment agreements with the NEOs. Instead, the accelerated vesting of those awards is governed by the terms of the award agreements, which are described above in “2023 Executive Compensation Decisions — 2023 Long-Term Equity Incentive Awards.”


	Termination by the Company without Cause or by Executive for Good Reason Following a Change in Control		Termination upon Death or Disability		Termination by the Company without Cause or by Executive for Good Reason
Blake L. Sartini
Cash Severance (1)	$	7,875,000	$	—	$	5,250,000
Health Benefits (2)	32,160		—		32,160
Acceleration of Vesting of Equity Awards (3)	39,475,389		39,475,389		39,475,389
Total	$	47,382,549	$	39,475,389	$	44,757,549
Charles H. Protell
Cash Severance (4)	$	3,375,500	$	—	$	3,375,500
Health Benefits (2)	41,416		—		41,416
Acceleration of Vesting of Equity Awards (3)	15,476,352		15,476,352		15,476,352
Total	$	18,893,268	$	15,476,352	$	18,893,268
Stephen A. Arcana
Cash Severance (4)	$	2,709,000	$	—	$	2,709,000
Health Benefits (2)	45,542		—		45,542
Acceleration of Vesting of Equity Awards (3)	15,358,557		15,358,557		15,358,557
Total	$	18,113,099	$	15,358,557	$	18,113,099
Blake L. Sartini II
Cash Severance (4)	$	1,098,438	$	—	$	1,098,438
Health Benefits (2)	25,885		—		25,885
Acceleration of Vesting of Equity Awards (3)	8,683,288		8,683,288		8,683,288
Total	$	9,807,611	$	8,683,288	$	9,807,611
Thomas E. Haas
Cash Severance	$	—	$	—	$	—
Health Benefits	—		—		—
Acceleration of Vesting of Equity Awards (5)	591,450		—		—
Total	$	591,450	$	—	$	—

(1)In the event of a Qualifying Termination on December 31, 2023, Mr. Sartini would have been entitled to receive a lump-sum payment equal to the Severance Multiplier, multiplied by the sum of his annual base salary (as in effect immediately prior to the date of termination) and his target bonus for the year in which such termination occurs (which was 150% of base salary for 2023). The “Severance Multiplier” in Mr. Sartini’s employment agreement is three for the first three years of the agreement, two and one-half for the next year of the agreement, and two thereafter, provided that the Severance Multiplier will be three in the event of a Qualifying Termination occurring within 12 months following a “Change in Control” (as defined in the 2015 Plan).

Includes the value of the acceleration of the outstanding stock options held by each executive, calculated by multiplying the number of stock options that would have vested by the amount by which the closing price of our common stock on December 29, 2023, the last trading day of the year, of $39.93 exceeded the exercise price per share of such options (ranging from $5.34 to $11.50). Also includes the value of the acceleration of outstanding RSUs held by each executive based on the closing price of our common stock on December 29, 2023 of $39.93 (which vesting, in the case of Mr. Protell’s August 2019 RSU award, is pro-rated based on the duration of the period from the date of grant through the date of termination if such Qualifying Termination does not occur within twelve months following a change in control).

(4)In the event of a Qualifying Termination on December 31, 2023: each of Messrs. Protell and Arcana would have been entitled to receive a lump-sum payment equal to two multiplied by the sum of his annual base salary (as in effect immediately prior to the date of termination) and his target bonus for the year in which such termination occurs (which was 115% of base salary for 2023); and Mr. Sartini II would have been entitled to receive a lump-sum payment equal to 1.25 multiplied by the sum of his annual base salary (as in effect immediately prior to the date of termination) and his target bonus for the year in which such termination occurs (which was 85% of base salary for 2023). The severance provisions in the employment agreements are described above under “Executive Employment Agreements and Equity Award Acceleration.” The table above reflects the terms of the Prior Arcana Employment Agreement and the Prior Sartini II Employment Agreement, which were in effect as of December 31, 2023, and does not reflect provisions of the amended and restated employment agreements for Messrs. Arcana and Sartini II entered into on March 20, 2024.

(3) Adjusted EBITDA is a non-GAAP measure. For a discussion of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA for fiscal years 2023, 2022 and 2021, refer to page 29 of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024. For a discussion of Adjusted EBITDA and a reconciliation of net loss to Adjusted EBITDA for fiscal year 2020, refer to page 29 of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023. This column reflects Adjusted EBITDA, as calculated for Annual Incentive Program purposes, which includes a further adjustment to Adjusted EBITDA to exclude the awards under our Annual Incentive Program, as shown in the following reconciliation:

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, our shareholders are entitled to vote at the Annual Meeting to provide advisory approval of the compensation of our NEOs as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall total compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Pursuant to the Dodd-Frank Act, the shareholder vote on executive compensation is an advisory vote only, and it is not binding on us or our Board of Directors or the Compensation Committee. We currently conduct a shareholder non-binding advisory vote on executive compensation annually.

As described more fully in the Compensation Discussion and Analysis section of this Proxy Statement, our executive compensation program is designed to attract and retain superior employees in key positions to enable our Company to succeed in the highly competitive market for talent, while simultaneously aligning actual pay to Company performance and shareholder returns. We intend to provide a competitive target compensation package to our executives, tie a significant portion of pay to performance and utilize programs that align the interests of our executives with those of our shareholders. Our Compensation Committee and our Board of Directors believe that our executive compensation program fulfills these goals and is reasonable, competitive and appropriately aligned with our Company performance and the performance of our executives. We urge shareholders to read the Compensation Discussion and Analysis section of this Proxy Statement, which describes in detail how our executive compensation policies and procedures operate and are intended to operate in the future.

As provided in the charter of the Audit Committee, and in order to maintain control and oversight over the services provided by our independent registered public accounting firm, it is the policy of the Audit Committee to pre-approve all audit and non-audit services to be provided by the independent registered public accounting firm (other than with respect to de minimis exceptions permitted by the Sarbanes-Oxley Act of 2002), and not to engage the independent registered public accounting firm to provide any non-audit services prohibited by law or regulation. For administrative convenience, the Audit Committee has delegated pre-approval authority for certain matters to the Chair of the Audit Committee, but any decision by the Chair on pre-approval must be reported to the full Audit Committee at its next regularly scheduled meeting. During the years ended December 31, 2023 and 2022, all services were pre-approved in accordance with these procedures.

The Audit Committee is comprised solely of independent directors, as defined by the Nasdaq Stock Market listing standards, and operates pursuant to a written charter adopted by the Board of Directors. The Audit Committee is responsible for providing independent, objective oversight of our accounting functions and internal controls. In connection with these responsibilities, the Audit Committee has reviewed the audited consolidated financial statements of Golden Entertainment, Inc. for the year ended December 31, 2023 and discussed them with management and Ernst & Young LLP, Golden’s independent registered public accounting firm. Specifically, the Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board.

The Audit Committee is responsible for reviewing and approving any related party and affiliated party transactions to be entered into by Golden or any of its subsidiaries, as provided in the Audit Committee Charter adopted by the Board of Directors of Golden. Pursuant to the Audit Committee Charter, the Audit Committee also reviews and considers any related party and affiliated party transactions that were subject to binding agreements with Golden or any of its subsidiaries existing at the time the counterparty became a related party or affiliated party of Golden, and reviews and approves any subsequent amendments, renewals or extensions of any such agreements. The rules of The Nasdaq Stock Market provide that all related party transactions must be reviewed for conflicts of interest by the Audit Committee. In addition, the Audit Committee (on behalf of the Board) must review and approve any contract or other transaction between Golden and one or more directors of Golden, or between Golden and an organization in or of which one or more directors of Golden are directors, officers, or legal representatives or have a material financial interest within the meaning of Minnesota Statutes, Section 302A.255. Related party and affiliated party transactions include any proposed transaction in which (i) the amount involved exceeds $120,000, (ii) Golden is to be a participant (within the meaning of Regulation S-K, Item 404(a)), and (iii) a related person (as defined in Regulation S-K, Item 404(a)) has or will have a direct or indirect material interest (within the meaning of Regulation S-K, Item 404(a)). Terms of director and officer compensation that are disclosed in proxy statements or that are approved by the Compensation Committee and are not required to be disclosed in our proxy statements, and transactions where all holders of Golden common stock receive the same benefit on a pro rata basis, are not subject to review under the policy and procedures.

In addition to our Audit Committee (or Board of Directors) complying with the requirements of Minnesota Statutes, Section 302A.255 with respect to any proposed transaction with a potential director’s conflict of interest, all proposed transactions covered by the policy must be approved in advance by a majority of the members of the Audit Committee. If a proposed transaction covered by the policy involves a member of the Audit Committee, such member may not participate in the Audit Committee’s deliberations concerning, or vote on, such proposed transaction. In reviewing and considering or approving or disapproving related party transactions and affiliated party transactions, the Audit Committee reviews the material facts of the specified transactions, taking into account, among other factors that it deems appropriate, the relationships of the related parties to Golden, the extent of the related person’s interest in the transaction, and whether the transaction is in the best interests of Golden.

From time to time, our executive officers and employees use a private aircraft leased to Sartini Enterprises, Inc. for Golden business purposes pursuant to aircraft time-sharing, co-user and cost-sharing agreements between us and Sartini Enterprises, Inc., all of which have been approved by the Audit Committee of the Board of Directors. The aircraft time-sharing, co-user and cost-sharing agreements specify the maximum expense reimbursement that Sartini Enterprises, Inc. can charge us under the applicable regulations of the Federal Aviation Administration for the use of the aircraft and the flight crew. Such costs include fuel, landing fees, hangar and tie-down costs away from the aircraft’s operating base, flight planning and weather contract services, crew costs and other related expenses. Our compliance department regularly reviews these reimbursements. We incurred $0.3 million in costs under these arrangements for the year ended December 31, 2023. We were owed $0.1 million under these agreements as of December 31, 2023.

Mr. Sartini’s son, Blake L. Sartini II, serves as our Executive Vice President and Chief Operating Officer. Mr. Sartini II has an employment agreement that was approved by both the Audit Committee and Compensation Committee of the Board of Directors, which was amended or amended and restated in March 2017, March 2018, May 2022, January 2023 and March 2024. The amended and restated employment agreement, as amended, provides for an annual base salary of $550,000. Additionally, Mr. Sartini II is eligible for a target annual bonus equal to 100% of his base salary, and earned a bonus of $279,972 under our 2023 Annual Incentive Program. Mr. Sartini II also participates in our equity award and benefit programs. In 2023, Mr. Sartini II received RSUs for 12,717 shares, which includes 623 shares acquired through the issuance of a dividend equivalent on August 25, 2023. The award, including the dividend equivalent shares, will vest over three years in equal installments. Mr. Sartini II also received PSUs for a “target” number of 12,716 shares, which includes 624 acquired through the issuance of a dividend equivalent on August 25, 2023, of which between 0%-200% of such target number of shares may be “earned” based on the percentage attainment of the same performance criteria established under our annual incentive program for 2023, and with the number of “earned” shares further subject to time-based vesting on the third anniversary of grant. On March 14, 2024, the Compensation Committee certified our results for the 2023 PSU awards and determined that 69.3% of the “target” awards granted to the NEOs were “earned” based on our performance during 2023. As a result, Mr. Sartini II will be eligible to vest in 8,811 shares on March 14, 2026, which includes 432 shares acquired through the issuance of a dividend equivalent on August 25, 2023.

Shareholder Proposals for Inclusion in Golden’s 2025 Proxy Statement. Shareholders of Golden may submit proposals on matters appropriate for shareholder action at meetings of our shareholders, including nominations of any person for election to our Board of Directors, in accordance with Rule 14a-8 promulgated under the Exchange Act. To be eligible to include a shareholder proposal in our proxy statement for the 2025 annual meeting of shareholders, proposals must satisfy the conditions established by the SEC for shareholder proposals to be included in a proxy statement and must be received by Golden on or before December 12, 2024 (being the 120th day prior to the anniversary of the mailing date of the proxy statement for our Annual Meeting), unless the date of the 2025 annual meeting of shareholders is changed by more than 30 days from the anniversary of our Annual Meeting, in which case the deadline will be as set forth in Rule 14a-8. Such proposals must be delivered to Golden Entertainment, Inc., Attention: Secretary, 6595 S. Jones Boulevard, Las Vegas, Nevada 89118.

Shareholder Proposals for Presentation at Golden’s 2025 Annual Meeting. If a shareholder wishes to present a proposal at our 2025 annual meeting of shareholders without including the proposal in our proxy statement relating to that meeting, including nominations of any person for election to our Board of Directors, our Ninth Amended and Restated Bylaws provide that the shareholder must (i) be a beneficial owner both at the time of the proposal and at the time of the meeting, (ii) provide timely notice of the proposal in writing and (ii) otherwise comply with all applicable requirements of our Ninth Amended and Restated Bylaws and of the Exchange Act. To be timely, such shareholder’s notice must be received by Golden no later than February 22, 2025 (being the 90th day prior to the anniversary of our Annual Meeting), but no earlier than January 23, 2025 (being the 120th day prior to the anniversary of our Annual Meeting). However, if the date of the 2025 annual meeting is advanced or delayed by more than 30 days from the anniversary of the Annual Meeting, notice by the shareholder must be received no later than the later of (i) the 90th day prior to the 2025 annual meeting or (ii) the 10th day following the day on which public disclosure of the date of the 2025 annual meeting was first made. Such proposals must be delivered to Golden Entertainment, Inc., Attention: Secretary, 6595 S. Jones Boulevard, Las Vegas, Nevada 89118. To be eligible for consideration at the 2025 annual meeting of shareholders, a proposal must comply with the timely notice, content and other requirements specified in our Bylaws. Also, if the shareholder fails to give timely and proper notice, the proxy card will confer discretionary authority on the individuals named as proxies to vote the shares represented by the proxies in accordance with their best judgment.

You may also obtain a separate annual report, proxy statement or any notice of internet availability of proxy materials without charge by sending a written request to Golden Entertainment, Inc., 6595 S. Jones Boulevard, Las Vegas, Nevada 89118, Attn: Investor Relations, or by calling us at (702) 893-7777. We will promptly send additional copies of the annual report or proxy statement or any notice of internet availability of proxy materials upon receipt of such request. Shareholders sharing an address who now receive multiple copies of our annual report, proxy statement and any notice of internet availability of proxy materials may request delivery of a single copy by contacting us as indicated above, or by contacting their broker, bank or other intermediary. Householding does not apply to shareholders with shares registered directly in their name.

We will bear the cost of this solicitation of proxies, including the cost of preparing, assembling and mailing the proxy, proxy statement and other material that may be sent to the shareholders in connection with this solicitation. Brokerage houses and other custodians, nominees and fiduciaries may be requested to forward soliciting material to the beneficial owners of stock, in which case they will be reimbursed by us for their expenses in doing so. Proxies are being solicited primarily by mail, but, in addition, our officers and regular employees may solicit proxies personally, by telephone, by telegram or by special letter. We will not pay any additional compensation to officers or other employees for such services, but may reimburse them for reasonable out-of-pocket expenses in connection with such solicitation.


¨			Preliminary Proxy Statement
¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material Pursuant to §240.14a-12


þ			No fee required.
¨			Fee paid previously with preliminary materials.
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Board Diversity Matrix (as of April 10, 2024)
Total Number of Directors	6
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	5	0	0
Part II: Self-Identified Demographic Background
African American or Black	0	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	1	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	1	4	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0


Our Policies
Anti-Human Trafficking and Anti-Modern Slavery Policy
Non-Discrimination, Non-Harassment and Non-Retaliation Policy
Responsible Gaming and Marketing Policy
Anti-Bribery, Anti-Corruption and Anti-Money Laundering Policy
Gaming Compliance Plan
Human Rights Statement
Community Impact Statement
Diversity, Equity and Inclusion Statement
Supplier Code of Conduct


Title	Annual Cash Retainer
Board Service	$	60,000
Audit Committee - Chair	25,000
Audit Committee - Member	12,500
Compensation Committee - Chair	20,000
Compensation Committee - Member	10,000
Corporate Governance Committee - Chair	15,000
Corporate Governance Committee - Member	7,500
Compliance Committee - Chair	20,000
Compliance Committee - Member	10,000


By Order of the Board of Directors

Blake L. Sartini
Chairman of the Board and Chief Executive Officer


Proxy Statement			1
General Information About the Annual Meeting and Voting			1
Election of Directors (Proposal One)			4
Corporate Governance			9
Board of Directors			9
Board Meetings			9
Director Attendance at Annual Meetings of Shareholders			9
Director Independence			9
Enhanced Board Leadership Structure			9
Ability of Shareholders to Communicate with our Board of Directors			9
Committees			10
Compensation Committee Interlocks and Insider Participation			13
Board of Directors’ Role in Risk Oversight			13
Environmental Stewardship			13
Social Responsibility			14
Human Capital Management			14
Cybersecurity			16
Corporate Policies and Procedures			17
Director Compensation			18
Executive Officers			20
Ownership of Securities			21
Security Ownership of Certain Beneficial Owners and Management			21
Executive Compensation			23
Compensation Discussion and Analysis			23
Compensation Committee Report			34
2023 Summary Compensation Table			35
202 3 Grants of Plan-Based Awards			36
202 3 Outstanding Equity Awards at Fiscal Year-End			38
202 3 Option Exercises and Stock Vested			40
Pension Benefits			40
Non-Qualified Deferred Compensation			40
Executive Employment Agreements and Equity Award Acceleration			40
Payments Upon Termination or Change-In-Control			43
Chief Executive Officer Pay Ratio			45
Pay Versus Performance			45
Narrative Disclosure To Pay Versus Performance Table			48
Non-binding Advisory Vote on Executive Compensation (Proposal Two)			51
Ratification of the Appointment of Independent Registered Public Accounting Firm (Proposal Three)			52
Independent Registered Public Accounting Firm			53
Audit and Non-Audit Fees			53
Pre-Approval of Audit and Non-Audit Services			53
Report of the Audit Committee			54
Certain Relationships and Related Transaction			55
Review and Approval of Related Party Transactions			55
Related Party Transactions			55
Proposals of Shareholders			57
Other Matters			58
Delivery of Proxy Materials to Households			58
Solicitation			58
Other Business			58


Name	Fees Earned or Paid in Cash		Stock Awards (1)		Total
Andy H. Chien (2) (3)	$	82,500	$	178,547	$	261,047
Ann D. Dozier (2)	87,500		178,547		266,047
Mark A. Lipparelli (2)	105,000		178,547		283,547
Anthony A. Marnell III (2)	77,500		178,547		256,047
Terrence L. Wright (2) (3)	97,500		178,547		276,047


Name	Shares Underlying Option Awards	Unvested RSU Awards (a)
Andy H. Chien	—	4,293
Ann D. Dozier	—	4,293
Mark A. Lipparelli	—	4,293
Anthony A. Marnell III	—	4,293
Terrence L. Wright	50,000	4,293


Name	Number of Shares	Percentage
Directors and named executive officers
Blake L. Sartini (1)	6,502,610	22.5	%
Charles H. Protell (2)	635,191	2.2	%
Blake L. Sartini II (3)	586,460	2.0	%
Stephen A. Arcana (4)	518,028	1.8	%
Anthony A. Marnell III (5)	422,040	1.5	%
Terrence L. Wright (6)	115,909	*
Mark A. Lipparelli (7)	87,806	*
Ann D. Dozier (8)	40,367	*
Thomas E. Haas (9)	35,966	*
Andy H. Chien (10)	7,923	*
All directors and executive officers as a group (9 persons)	8,952,300	29.1	%
Other 5% shareholders
BlackRock, Inc. (11)	3,467,730	12.0	%
Capital Research Global Investors (12)	2,511,071	8.7	%
The Vanguard Group, Inc.(13)	1,573,983	5.4	%


Company						Ticker
Penn National Gaming, Inc.						PENN
Boyd Gaming Corporation						BYD
Bally’s Corporation						BALY
Madison Square Garden Entertainment Corp.						SPHR
Cedar Fair, L.P.						FUN
Churchill Downs Inc.						CHDN
Red Rock Resorts, Inc.						RRR
Choice Hotels International, Inc.						CHH
Accel Entertainment, Inc.						ACEL
The Marcus Corporation						MCS
Monarch Casino & Resort, Inc.						MCRI


NEO	2022 Base Salary		2023 Base Salary		% Change
Blake L. Sartini	$	1,050,000	$	1,050,000	0.0%
Charles H. Protell	785,000		785,000		0.0%
Stephen A. Arcana (1)	630,000		630,000		0.0%
Blake L. Sartini II (2)	450,000		475,000		5.6%
Thomas E. Haas	300,000		300,000		0.0%


NEO	2022 Target		2023 Target
Blake L. Sartini	150	%	150	%
Charles H. Protell	115	%	115	%
Stephen A. Arcana (1)	115	%	115	%
Blake L. Sartini II (2)	85	%	85	%
Thomas E. Haas	75	%	75	%


2023 Adjusted EBITDA Target (in millions)	2023 Adjusted EBITDA Actual (in millions)	Percentage of Adjusted EBITDA Target achieved for 2023	Final 2023 Annual Incentive Payout as a % of Target
$249.8	$226.8	90.8%	69.3%


NEO	2023 RSUs Granted	2023 Target PSUs Granted	2023 PSUs Earned
Blake L. Sartini	43,438	43,438	30,102
Charles H. Protell	24,981	24,981	17,311
Stephen A. Arcana	20,048	20,049	13,893
Blake L. Sartini II	12,093	12,092	8,379
Thomas E. Haas	2,864	2,864	1,984


ELECTION OF DIRECTORS
(Proposal One)


Position						Guideline Salary Multiple
Chief Executive Officer						6x Annual Base Salary
President, Chief Financial Officer and Treasurer; Chief Operating Officer						3x Annual Base Salary
All Other Executives						1x Annual Base Salary


COMPENSATION COMMITTEE
Terrence L. Wright (Chair)
Andy H. Chien
Anthony A. Marnell


	Medical Cost Reimbursement		Life Insurance Benefits		Other (a)		Total
Blake L. Sartini	$	40,180	$	165,874	$	69,139	$	275,193
Charles H. Protell	35,702		1,962		39,000		76,664
Stephen A. Arcana	56,803		3,810		39,500		100,113
Blake L. Sartini II	23,331		1,566		24,000		48,897
Thomas E. Haas	3,862		5,328		500		9,690


	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise	Value Realized on Exercise (1)		Number of Shares Acquired on Vesting	Value Realized on Vesting (2)
Blake L. Sartini	—	$	—	403,205	$	16,902,354
Charles H. Protell	100,000	3,009,512		228,705	9,597,215
Stephen A. Arcana	—	—		177,021	7,420,720
Blake L. Sartini II	—	—		93,268	3,909,795
Thomas E. Haas	—	—		15,513	650,305


									Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO		Compensation Actually Paid to PEO (1)		Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to Non-PEO NEOs (1)		Total Shareholder Return		Peer Group Total Shareholder Return (2)		Net Income (Loss), in thousands		Adjusted EBITDA, in thousands (3)
2023	$	6,059,187	$	8,606,995	$	2,254,502	$	1,461,595	$	207.76	$	75.38	$	255,756	$	226,826
2022	6,160,513		9,090,358		2,261,769		1,381,929		194.59		56.89		82,346		271,330
2021	8,781,384		25,380,010		3,780,476		3,992,503		262.90		77.17		161,776		300,718
2020	5,225,783		8,071,979		1,683,770		1,688,553		103.48		88.55		(136,611)		194,800


	Summary Compensation Table Total		Exclusion of Stock Awards Reported in the Summary Compensation Table for Applicable Fiscal Year		Inclusion of Equity Values (a)		Compensation Actually Paid
Blake L. Sartini
2023	$	6,059,187	$	(3,641,842)	$	6,189,650	$	8,606,995
2022	6,160,513		(3,412,493)		6,342,338		9,090,358
2021	8,781,384		(2,999,992)		19,598,618		25,380,010
2020	5,225,783		(2,750,002)		5,596,198		8,071,979
Average of Non-PEO NEOs
2023	$	2,254,502	$	(1,257,307)	$	464,400	$	1,461,595
2022	2,261,769		(1,165,622)		285,782		1,381,929
2021	3,780,476		(1,224,888)		1,436,915		3,992,503
2020	1,683,770		(822,499)		827,282		1,688,553


	Year - End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year		Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in Prior Years		Vesting - Date Fair Value of Equity Awards Granted During Year that Vested During Year		Change in Fair Value From Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in Prior Years that Vested During Year		Total - Inclusion of Equity Values
Blake L. Sartini
2023	$	3,647,909	$	719,254	$	—	$	1,822,487	$	6,189,650
2022	10,123,769		(4,195,915)		—		414,484		6,342,338
2021	7,230,995		11,212,885		—		1,154,738		19,598,618
2020	6,173,538		(120,277)		—		(457,062)		5,596,198
Average of Non-PEO NEOs
2023	$	314,850	$	56,131	$	—	$	93,419	$	464,400
2022	465,459		(198,202)		—		18,525		285,782
2021	340,119		661,841		351,682		83,273		1,436,915
2020	385,208		(1,664)		502,066		(58,328)		827,282


	Year Ended December 31,
(In thousands)	2023		2022		2021		2020
Net Income (loss)	$	255,756	$	82,346	$	161,776	$	(136,611)
Adjustments
Other non-operating income	—		—		(60,000)		—
Depreciation and amortization	88,933		100,123		106,692		124,430
Non-cash lease expense	(15)		165		762		1,344
Share-based compensation	13,476		13,433		14,401		9,637
(Gain) loss on disposal of assets	(228)		934		1,260		803
Gain on sale of business	(303,179)		—		—		—
Loss on debt extinguishment and modification	1,734		1,590		975		—
Preopening and related expenses (a)	760		161		246		533
Severance expenses	149		378		228		3,710
Impairment of assets	12,072		—		—		33,964
Other, net	11,342		3,939		2,089		3,275
Interest expense, net	65,515		63,490		62,853		69,110
Change in fair value of derivative	—		—		—		1
Income tax provision	76,207		521		436		61
Adjusted EBITDA	$	222,522	$	267,080	$	291,718	$	110,257
Cost of awards payable under Annual Incentive Program	4,304		4,250		9,000		—
Other adjustments (b)	—		—		—		84,543
Adjusted EBITDA (as calculated for 2023 Annual Incentive Program purposes)	$	226,826	$	271,330	$	300,718	$	194,800


NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION
(Proposal Two)


RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Proposal Three)


	2023		2022
Audit Fees (1)	$	1,774,010	$	1,464,000
Audit-Related Fees (2)	131,300		136,000
Tax Fees	315,652		382,929
Total Fees	$	2,220,962	$	1,982,929


AUDIT COMMITTEE
Mark A. Lipparelli (Chair)
Andy Chien
Ann Dozier


By Order of the Board of Directors
GOLDEN ENTERTAINMENT, INC.

Blake L. Sartini
Chairman of the Board and Chief Executive Officer

Cover	12 Months Ended
Cover	Dec. 31, 2023
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	GOLDEN ENTERTAINMENT, INC.
Entity Central Index Key	0001071255