8-K
Red Rock Resorts, Inc. (RRR)
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): May 30, 2024
RED ROCK RESORTS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37754 | 47-5081182 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
1505 South Pavilion Center Drive, Las Vegas, Nevada 89135
(Address of Principal Executive Offices) (Zip Code)
702-495-3000
(Registrant’s telephone number, including area code)
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<br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Class A Common Stock, $0.01 par value | RRR | NASDAQ Stock Market |
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 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 30, 2024, at which shareholders voted on the matters set forth below.
Proposal 1: Election of Directors
| Nominee | For | Withheld |
|---|---|---|
| Frank J. Fertitta III | 500,613,792 | 6,260,119 |
| Lorenzo J. Fertitta | 500,270,333 | 6,603,578 |
| Robert A. Cashell, Jr. | 476,638,113 | 30,235,798 |
| Robert E. Lewis | 484,801,364 | 22,072,547 |
| James E. Nave, D.V.M. | 484,835,747 | 22,038,164 |
Broker Non-Votes: 3,068,183 for each of Mr. Fertitta III, 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 |
|---|---|---|
| 495,821,762 | 11,033,426 | 18,723 |
Broker Non-Votes: 3,068,183
The foregoing Proposal 2 was approved on an advisory basis.
Proposal 3: Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024
| For | Against | Abstain |
|---|---|---|
| 509,852,235 | 86,784 | 3,075 |
Broker Non-Votes: 0
The foregoing Proposal 3 was approved.
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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 4, 2024 | By: | Stephen L. Cootey |
| Executive Vice President, Chief Financial Officer<br> <br>and Treasurer |
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