UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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) |
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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. |
On June 13, 2023, Red Rock Resorts, Inc. (the “Company”) filed a certificate of amendment to the Company’s amended and restated certificate of incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware. The Certificate of Amendment amends the Company’s amended and restated certificate of incorporation, which was filed with the Secretary of State of the State of Delaware on April 26, 2016 (the “Restated Certificate“).
The Certificate of Amendment amends Article X of the Restated Certificate to limit the liability of certain officers of the Company as permitted by Delaware law. Prior to the adoption of the Certificate of Amendment, the Restated Certificate only provided for the exculpation of directors and not officers.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 8, 2023, at which shareholders voted on the matters set forth below.
Proposal 1: Election of Directors
| Nominee |
For | Withheld | ||||||
| Frank J. Fertitta III |
494,614,790 | 8,980,641 | ||||||
| Lorenzo J. Fertitta |
493,989,707 | 9,605,724 | ||||||
| Robert A. Cashell, Jr. |
473,408,177 | 30,187,254 | ||||||
| Robert E. Lewis |
481,832,564 | 21,762,867 | ||||||
| James E. Nave, D.V.M. |
481,833,174 | 21,762,257 | ||||||
Broker Non-Votes: 2,772,650 for each of Mr. Fertitta, Mr. Fertitta, Mr. Cashell, Mr. Lewis and Dr. Nave.
Each of the foregoing directors was elected and received the affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum was present.
Proposal 2: “Say-on-pay” non-binding advisory vote
| For |
Against |
Abstain | ||
| 489,017,757 | 14,552,377 | 25,297 |
Broker Non-Votes: 2,772,650
The foregoing Proposal 2 was approved on an advisory basis.
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Proposal 3: “Say-on-frequency” non-binding advisory vote
| 1 Year |
2 Years |
3 Year |
Abstain | |||
| 498,359,701 | 5,405 | 5,208,237 | 22,088 |
Broker Non-Votes: 2,772,650
The shareholders selected, on an advisory basis, the option of every “1 year” as the frequency for future advisory votes to approve executive compensation.
Based on the Company’s prior practice of holding annual advisory votes on the compensation of the Company’s named executive officers and the results of the advisory vote on the “say-on-frequency” proposal, the Board of Directors has determined that the Company will hold a shareholder advisory vote on the compensation of the Company’s named executive officers every year until the next required shareholder vote on frequency of advisory votes on the compensation of the Company’s named executive officers, which is required to occur no later than the Company’s annual meeting of shareholders in 2029.
Proposal 4: Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023
| For |
Against |
Abstain | ||
| 506,276,211 | 81,674 | 10,196 |
Broker Non-Votes: 0
The foregoing Proposal 4 was approved.
Proposal 5: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law
| For |
Against |
Abstain | ||
| 475,808,442 | 19,394,186 | 8,392,803 |
Broker Non-Votes: 2,772,650
The foregoing Proposal 5 was approved.
Proposal 6: Shareholder proposal regarding a board diversity report
| For |
Against |
Abstain | ||
| 30,025,985 | 473,521,539 | 47,907 |
Broker Non-Votes: 2,772,650
The foregoing Proposal 6 was not approved.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Red Rock Resorts, Inc. | ||||||
| /s/ Stephen L. Cootey | ||||||
| Date: June 13, 2023 | By: | Stephen L. Cootey | ||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
RED ROCK RESORTS, INC.
June 13, 2023
Red Rock Resorts, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that:
| 1. | The name of the Corporation is Red Rock Resorts, Inc. |
| 2. | This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware on April 26, 2016 (the “Restated Certificate of Incorporation”). |
| 3. | The effective date of this Certificate of Amendment shall be the date it is filed with the Secretary of State of the State of Delaware. |
| 4. | Article X of the Restated Certificate of Incorporation is hereby amended and restated to read in full as follows: |
“ARTICLE X
LIMITATION ON DIRECTOR LIABILITY
No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of such director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, in the case of directors only, (iv) for any transaction from which such director or officer derived an improper personal benefit, or (v) for any action by or in the right of the Corporation, in the case of officers only. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. In the event that it is determined that Delaware law does not apply, the liability of a director or officer of the Corporation to the Corporation or its stockholders for monetary damages shall be eliminated to the fullest extent permissible under applicable law. Any repeal or modification of this paragraph shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.”
| 5. | This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the DGCL. |
| 6. | All other provisions of the Restated Certificate of Incorporation shall remain in full force and effect. |
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed on its behalf.
| /s/ Jeffrey T. Welch | ||
| By: | Jeffrey T. Welch | |
| Title: | Executive Vice President and Chief Legal Officer |
[Signature Page to Certificate of Amendment of the Amended and Restated Certificate of Incorporation]
Document and Entity Information |
Jun. 09, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001653653 |
| Current Fiscal Year End Date | --12-31 |
| Document Type | 8-K |
| Document Period End Date | Jun. 09, 2023 |
| Entity Registrant Name | RED ROCK RESORTS, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-37754 |
| Entity Tax Identification Number | 47-5081182 |
| Entity Address, Address Line One | 1505 South Pavilion Center Drive |
| Entity Address, City or Town | Las Vegas |
| Entity Address, State or Province | NV |
| Entity Address, Postal Zip Code | 89135 |
| City Area Code | 702 |
| Local Phone Number | 495-3000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Common Stock, $0.01 par value |
| Trading Symbol | RRR |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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