-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TP0slL6i/IIh8ea9BAOSf6ke0B73YXeCCPbquJEB9UVMaYCpRXKbM1kHMrB5aYoJ twETOFGvY6v9Rv04+LW5Ww== 0001362310-09-004518.txt : 20090330 0001362310-09-004518.hdr.sgml : 20090330 20090330134719 ACCESSION NUMBER: 0001362310-09-004518 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090324 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20090330 DATE AS OF CHANGE: 20090330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE ENTERTAINMENT INC CENTRAL INDEX KEY: 0000356213 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 953667491 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13641 FILM NUMBER: 09713330 BUSINESS ADDRESS: STREET 1: 3800 HOWARD HUGHES PRKWY STREET 2: SUITE 1800 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 702-784-7777 MAIL ADDRESS: STREET 1: 3800 HOWARD HUGHES PRKWY STREET 2: SUITE 1800 CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: HOLLYWOOD PARK INC/NEW/ DATE OF NAME CHANGE: 19920703 8-K 1 c83229e8vk.htm 8-K 8-K
 
 

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 24, 2009

PINNACLE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   001-13641   95-3667491
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
3800 Howard Hughes Parkway, Las Vegas, Nevada
  89169
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (702) 784-7777
 
N/A
(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:

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

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

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

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

 
 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On March 24 and March 26, 2009, the Compensation Committee and the Board of Directors of Pinnacle Entertainment, Inc. (the “Company”) approved the performance award for Daniel R. Lee, the Company’s Chairman of the Board and Chief Executive Officer, for 2009 in lieu of a bonus under Mr. Lee’s employment agreement for 2009. Pursuant to the performance award, Mr. Lee is entitled to earn a bonus equal to 1.25% of the Company’s earnings before interest, taxes, depreciation, and amortization (subject to adjustments contemplated in the Company’s 2005 Equity and Performance Incentive Plan, as amended) (“Adjusted Plan EBITDA”) but not to exceed the lesser of: (i) 175% of his annual base salary; or (ii) the amount determined based on the achievement of specified Adjusted Plan EBITDA targets up to 100% of his annual salary and other leadership and development goals established by the Compensation Committee up to 75% of his annual salary. The performance award was granted under the Company’s 2005 Equity and Performance Incentive Plan, as amended.

The Company contemplates that Mr. Lee’s performance award and the bonus paid thereunder will qualify as “performance-based” compensation under Section 162(m) of the Internal Revenue Code.

 

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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.  

         
    PINNACLE ENTERTAINMENT, INC.
    (Registrant)
     
Date: March 30, 2009
  By:   /s/ Stephen H. Capp
 
       
 
      Stephen H. Capp
 
      Executive Vice President and Chief Financial Officer
 

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