Full House Resorts Inc 8-K/A, filed Mar 18, 2022
Full House Resorts Inc (FLL)
About this 8-K/A
Full House Resorts Inc filed this 8-K/A on March 18, 2022, reporting on events of February 17, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
On February 18, 2022, Full House Resorts, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report the appointment of John Ferrucci to the position of Chief Operating Officer, subject to finalization of a new employment agreement between the Company and Mr. Ferrucci. This Amendment No. 1 to the Initial Form 8-K (this “Amendment No. 1”) amends Item 5.02 of the Initial Form 8-K to include a brief description of Mr. Ferrucci’s compensation arrangements, as approved by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 14, 2022, in connection with his appointment as Chief Operating Officer, the Compensation Committee approved a base salary for Mr. Ferrucci of $400,000 per year. In addition to his base salary, Mr. Ferrucci has an opportunity to earn an annual discretionary cash performance bonus, based on achievement of individual and Company-based performance criteria established by the Company’s Board of Directors or the Compensation Committee, up to a maximum total amount equal to 100% of his base salary.
On March 14, 2022, Mr. Ferrucci was also granted a nonqualified stock option covering 50,000 shares of Company common stock with a per share exercise price equal to the closing price per share on the grant date, as well as 5,734 shares of restricted stock. The stock option will vest in three equal annual amounts beginning on March 14, 2023, and the restricted stock will vest in three equal annual amounts beginning on March 14, 2023, subject to the achievement of certain performance-based criteria, including compound annual growth rates for both Adjusted EBITDA and free cash flow per share.
Any information required to be set forth in the Initial Form 8-K that is not being amended or supplemented pursuant to this Amendment No. 1 is hereby incorporated by reference. Except as set forth herein, no other modifications have been made to the information contained in the Initial Form 8-K.
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 hereunto duly authorized.
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| Full House Resorts, Inc. |
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Date: March 18, 2022 | | /s/ Lewis A. Fanger |
| | Lewis A. Fanger, Senior Vice President, Chief Financial Officer & Treasurer |