EMPIRE RESORTS, INC. (NASDAQ:NYNY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December14, 2017, Montreign Operating Company, LLC, an indirect, wholly-owned subsidiary of the Company (“Montreign”), announced that Kevin D. Kline was appointed as Montreign’s Chief Operating Officer and General Manager effective as of December12, 2017.

Prior to joining Montreign, from January 2011 to November 2015, Mr. Kline served as the senior vice president and general manager of the Horseshoe Casino Cincinnati, formerly a Caesars Entertainment branded property, which is a $450 million development in downtown Cincinnati that opened in March of 2013. Mr. Kline was involved in the design and construction of the 23-acre site and, upon opening, oversaw the overall daily operations of the property, which included 1,700 team members. From December 2015 to December 2016, Mr. Kline served as a senior vice president of Caesars Entertainment Corp. (Nasdaq: CZR) and assisted in the transfer of the ownership and management rights to Horseshoe Casino Cincinnati in connection with the bankruptcy filing of certain subsidiaries of Caesars Entertainment Corp. From July 2005 to December 2010, Mr. Kline served as the vice president and assistant general manager for the Horseshoe Hammond Casino, a Caesars Entertainment branded property in the Chicagoland market. While the Horseshoe Hammond Casino continued to operate in an existing facility, Mr. Kline led the teams responsible for the design and construction of a new $500 million casino site. Upon the opening of the new facility in August 2008, Mr. Kline led the management and operations of the new property, which included 2,300 team members. From March 1999 to June 2005, Mr. Kline

served in various capacities within the Harrah’s Entertainment organization. From March 2005 to June 2005, Mr.Kline served as a member of the integration team created in connection with the merger of Caesars Entertainment Corp. and Harrah’s Entertainment Corp., which was consummated in 2005. In particular, Mr.Kline’s focus on the integration team was the strategic development and optimization of the player experience of key customers within both the Caesars and Harrah’s organizations. From February 2002 to March 2005, Mr.Kline served as the vice president of casino marketing for Harrah’s Entertainment in New Orleans where he, along with the management team, transitioned the property and business during a restructuring period. Mr.Kline worked on building relationships with local hotel, restaurant and entertainment venues and integrating the property with the Harrah’s Total Rewards loyalty program to attract existing customers and to establish the property as a premium enterprise destination for program members and the company. From December 2000 to February 2002, Mr.Kline served as the vice president of casino marketing for The Rio All-Suite Hotel and Casino in Las Vegas, also a Harrah’s property, where he was responsible for restructuring the property’s multi-channel sales function and implementing strategies to drive high-valued national and international customer trips to the property. Prior to his involvement with specific Harrah’s properties, from March 1999 to December 2000, Mr.Kline served as vice president of VIP casino marketing, where he was responsible for the strategic marketing initiatives related to the company’s VIP marketing segment. Prior to joining the Harrah’s organization, Mr.Kline served in various marketing roles within the Trump casino organization. Mr.Kline is a board member of the Cincinnati USA Convention and Visitors Bureau, the Alzheimer’s Association of Greater Cincinnati and the Cincinnati Brewery District Community Urban Redevelopment Corporation. Mr.Kline serves as an executive in residence for CincyTech, a Cincinnati-based start-up accelerator. Mr.Kline has a bachelor’s degree in business from James Madison University and a master’s of management degree from Cornell University’s School of Hotel Administration with concentrations in finance and real estate finance.

There is no arrangement or understanding between Mr.Kline and any other person to which he was selected as an officer of Montreign. Additionally, there are no family relationships between any director or executive officer of Montreign or the Company and Mr.Kline. There are no transactions to which Montreign or the Company are or were participants and in which Mr.Kline has a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr.Kline is not a party to any material plan or arrangement in connection with his appointment as Chief Operating Officer and General Manager of Montreign.

Montreign and Mr.Kline have entered into an employment agreement, effective as of December12, 2017 (the “Kline Employment Agreement”) in connection with Mr.Kline’s appointment as Chief Operating Officer and General Manager. Mr.Kline’s employment agreement provides for a term ending on December11, 2020 unless the relationship is earlier terminated by either party in accordance with the provisions of the Kline Employment Agreement. Mr.Kline will receive an annual base salary of $400,000 and will be eligible to receive such incentive compensation and bonuses at the discretion of the compensation committee of the Company’s Board of Directors. Mr.Kline is entitled to reimbursement of certain reasonable expenses not to exceed $20,000 incurred in connection with his relocation to Sullivan County, New York, or a neighboring county in New York. In addition, Mr.Kline is entitled to receive a travel and lodging allowance in the amount of $1,200 per month. In connection with his employment, Mr.Kline shall receive a one-time cash bonus of $10,000.

In the event that Montreign terminates Mr.Kline’s employment with Cause (as defined in the Kline Employment Agreement) or Mr.Kline resigns without Good Reason (as defined in the Kline Employment Agreement), Montreign’s obligations are limited generally to paying Mr.Kline his base salary, unpaid expenses and any benefits to which Mr.Kline is entitled through the termination date (collectively “Accrued Obligations”). In the event Mr.Kline’s employment is terminated as a result of death or disability, Mr.Kline or his estate, as the case may be, is entitled to receive the Accrued

Obligations, any unvested equity award granted to Mr.Kline at the discretion of the Company’s compensation committee shall become vested immediately and any options held by Mr.Kline shall remain exercisable through the remainder of their original term. In the event that Montreign terminates Mr.Kline’s employment without Cause or Mr.Kline resigns with Good Reason, Montreign is obligated to pay (i)the Accrued Obligation, (ii)a pro rata portion of any bonus awarded to a bonus plan in which he is a participant (based on the days worked during the applicable year) and (iii)Mr.Kline’s compensation for the lesser of (A)18 months or (B)the remainder of the term of the Kline Employment Agreement and accelerate the vesting of any equity award granted at the discretion of the Company’s compensation committee, and any options held by Mr.Kline shall remain exercisable through the remainder of their original term. In the event that Montreign terminates Mr.Kline’s employment without Cause or Mr.Kline resigns with Good Reason on or following a Change of Control (as defined in the Kline Employment Agreement), Montreign is obligated to pay (i)the Accrued Obligations, (ii)a pro rata portion of any bonus awarded to a bonus plan in which he is a participant, and (iii)Mr.Kline’s compensation for the greater of (A)24 months or (B)the remainder of the term of the agreement and accelerate the vesting of any equity award granted to Mr.Kline at the discretion of the Company’s compensation committee, and any options held by Mr.Kline shall remain exercisable through the remainder of their original term.

Montreign has agreed to customary indemnification for Mr.Kline for any claims arising out of his service to Montreign. In addition, Mr.Kline agreed to non-competition and non-solicitation provisions that extend for a post-termination period ranging from three months to one year following the date of termination depending on the reason for termination. Mr.Kline has also agreed to customary terms concerning the protection and confidentiality of company information.

These summary descriptions are qualified in their entirety by reference to the Sanko Employment Agreement and Kline Employment Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form8-K and are incorporated herein by reference. A press release announcing Mr.Sanko’s and Mr.Kline’s appointments is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The Company’s development of Resorts World Catskills continues to progress. Resorts World Catskills is a facility designed to meet five-star and five-diamond standards that is currently anticipated to include: an approximately 100,000 square foot casino floor featuring 2,150 slot machines and over 150 live table games, which will include Asian-themed games; a 6,500-square foot poker room featuring 16 – 18 tables; a designated 3,800-square foot VIP/high-limit areas located on the main gaming floor, which will offer slot machines, table games, and a player’s lounge offering food and beverages; an 18-story hotel tower containing 332 luxury rooms (including at least eight 1,000 – 1,200-square foot garden suites, seven 2,400-square foot two-story townhouse villas, and 12 penthouse-level suites), two indoor pools and a spa and fitness center; a separate 4,000-square foot private gaming area containing six private VIP gaming salons, a private gaming cage, and butler service; 27,000-square feet of multi-purpose meeting and entertainment space with seating capacity for 2,500 people that includes access to outdoor terraces and approximately 7,000-square feet of meeting room space; a 7,500-square foot spa located on the VIP level; and over 10 restaurants and bars, including fine dining and an Italian steakhouse helmed by celebrity chef Scott Conant. The Company anticipates the opening of Resorts World Catskills will occur in time to herald in the Lunar New Year, which celebrations commence in mid-February 2018.

(d) Exhibits.

EMPIRE RESORTS INC Exhibit
EX-10.1 2 d471387dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of December 12,…
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About EMPIRE RESORTS, INC. (NASDAQ:NYNY)

Empire Resorts, Inc. is a holding company for various subsidiaries engaged in the hospitality and gaming industries. The Company, through Monticello Raceway Management, Inc. (MRMI), owns and operates Monticello Casino and Raceway, which is an approximately 40,000 square foot video gaming machine (VGM) and harness horseracing facility located in Monticello, New York, over 90 miles northwest of New York City. Monticello Casino and Raceway operates over 1,110 VGMs, which include approximately 1,070 video lottery terminals (VLTs) and over 40 electronic table game positions (ETGs). It is also engaged in pari-mutuel wagering on the running of live harness horse races, the import simulcasting of harness and thoroughbred horse races from racetracks across the country and internationally, and the export simulcasting of its races to offsite pari-mutuel wagering facilities. The Company, through Montreign Operating Company, LLC, holds a license to operate a resort casino.