8-K 1 gden-8k_20200325.htm 8-K gden-8k_20200325.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 25, 2020

 

GOLDEN ENTERTAINMENT, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Minnesota

000-24993

41-1913991

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

6595 S Jones Blvd,

Las Vegas, Nevada

 

89118

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 893-7777

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

GDEN

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b 2 of this chapter).

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 


Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective as of March 25, 2020, the Board of Directors of Golden Entertainment, Inc. (the “Company”) amended the Company’s Fifth Amended and Restated Bylaws to add a new Article 3.4, Remote Communications for Shareholder Meetings, which authorizes the Board of Directors to hold regular or special meetings of shareholders virtually in accordance with Section 302A.436, Subd. 4 of the Minnesota Business Corporations Act. This amendment was made in light of the current restrictions on travel, movement and public gatherings resulting from the COVID-19 outbreak. The foregoing summary is qualified in its entirety by the full text of the Sixth Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

 

(d)

 

Exhibits

 

3.1

 

Sixth Amended and Restated Bylaws

 

 

 

 


 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

GOLDEN ENTERTAINMENT, INC.

 

 

(Registrant)

 

 

  

 

 

Date: March 25, 2020

 

 

/s/ Charles H. Protell

  

 

 

Name:

Charles H. Protell

  

 

 

Title:

President and

Chief Financial Officer