Everi Holdings Inc. (NYSE:EVRI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As noted in Item 5.07 of this Current Report on Form8-K, at the
annual meeting of stockholders of Everi Holdings Inc. (the
Company) held on May 23, 2017 (the 2017 Annual Meeting), the
Companys stockholders (the Stockholders) approved the Companys
Amended and Restated 2014 Equity Incentive Plan (the Amended and
Restated Plan), which, among other things, increases the maximum
aggregate number of shares of the Companys common stock (Common
Stock) that may be issued thereunder by 3,500,000 shares. A
description of the Amended and Restated Plan is provided in the
Companys definitive proxy statement for the 2017 Annual Meeting
filed with the Securities and Exchange Commission on April 21,
2017 (the 2017 Proxy Statement). The description of the Amended
and Restated Plan in the 2017 Proxy Statement does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Amended and Restated Plan, a copy of which is
attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Item 5.07.Submission of Matters to a Vote of Security Holders.
As noted in Item 5.02 of this Current Report on Form8-K, the
Company held its 2017 Annual Meeting on May23, 2017. The
proposals identified herein were previously disclosed in the 2017
Proxy Statement.
1.Election of one Class III director to serve until the Companys
2020 annual meeting of stockholders.
The Stockholders voted to re-elect Linster W. Fox as a ClassIII
director to the Board of Directors of the Company (the Board) for
a term expiring at the 2020 annual meeting of stockholders, and
to hold office until the designated annual meeting or until his
successoris elected and qualified, or until his earlier
resignation. The table below indicates the voting results:
|
For |
Withheld |
Broker Non-Votes |
|
|
Linster W. Fox |
41,168,231 |
776,195 |
15,556,316 |
2.Approval, on an advisory basis, of the compensation of the
Companys named executive officers as shown in the 2017 Proxy
Statement.
The Stockholders voted to approve, on an advisory (non-binding)
basis, the compensation of the Companys named executive officers.
The table below indicates the voting results:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
41,510,699 |
345,772 |
87,955 |
15,556,316 |
3.Approval, on an advisory basis, of the frequency of future
advisory votes on the compensation of the Companys named
executive officers.
The Stockholders recommended, by advisory vote, a one year (i.e.,
annual) frequency for future advisory votes on the compensation
of the Companys named executive officers. The table below
indicates the voting results:
|
One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes |
|
36,074,474 |
41,799 |
5,763,575 |
64,578 |
15,556,316 |
In accordance with these results and its previous recommendation,
the Board determined that future advisoryvotes on the
compensation of the Companys named executive officers will be
held annually until the occurrence of the next advisory vote on
the frequency of such futurevotes or until the Board determines
that a different frequency for such advisory vote is in the best
interest of the Stockholders. The next advisory vote regarding
the frequency of such future votes is required to occur no later
than the Companys 2023 annual meeting of stockholders.
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4.Approval of an amendment to the Companys Amended and Restated
Certificate of Incorporation, as amended (theCharter) to
replace supermajority voting requirements with majority voting
requirements in Article VII, Section B (amendments to
theCompanys Second Amended and Restated Bylaws).
The amendment to the Charter to replace supermajority voting
requirements with majority voting requirements in Article VII,
Section B failed to receive the requisite affirmative vote of
at least 66 2/3% of the outstanding shares of Common Stock and,
therefore, was not approved.The table below indicates the
voting results:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
41,634,801 |
279,835 |
29,790 |
15,556,316 |
5.Approval of an amendment to the Charter to replace
supermajority voting requirements with majority voting
requirements in Article IX (certain amendments to the Charter).
The amendment to the Charter to replace supermajority voting
requirements with majority voting requirements in Article IX
failed to receive the requisite affirmative vote of at least 66
2/3% of the outstanding shares of Common Stock and, therefore,
was not approved. The table below indicates the voting results:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
41,631,613 |
273,911 |
38,902 |
15,556,316 |
6.Approval of an amendment and restatement of the Companys 2014
Equity Incentive Plan to, among other things, increase the
maximum aggregate number of shares that may be issued
thereunder by 3,500,000 shares.
The Stockholders voted to approve the Amended and Restated
Plan.The table below indicates the voting results:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
38,531,714 |
3,377,475 |
35,237 |
15,556,316 |
7.Approval of the material terms of the performance measures
that apply to awards intended to qualify as performance-based
compensation under the Amended and Restated Plan.
The Stockholders voted to approve the material terms of the
performance measures that apply to awards intended to qualify
as performance-based compensation underthe Amended and Restated
Plan.The table below indicates the voting results:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
40,452,934 |
1,455,294 |
36,198 |
15,556,316 |
8.Ratification of the appointment of BDO USA, LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December 31, 2017.
The Stockholders voted to ratify the appointment of BDO USA,
LLP as the Companys independent registered public accounting
firm for the fiscal year ending December31, 2017. The table
below indicates the voting results:
|
For |
Against |
Abstain |
|
56,841,378 |
561,224 |
98,140 |
3
Item9.01. Financial Statements and Exhibits.
(d)Exhibits
|
Exhibit No. |
Document |
|
10.1 |
Amended and Restated 2014 Equity Incentive Plan |
4
About Everi Holdings Inc. (NYSE:EVRI)
Everi Holdings Inc., formerly Global Cash Access Holdings, Inc., is a holding company. The Company operates through subsidiaries, including Everi Games Holding Inc. and Everi Payments Inc. It provides video and mechanical reel gaming content and technology solutions, integrated gaming payments solutions, and compliance and efficiency software. It operates through two business segments: Games and Payments. Its Games segment provides solutions, including leased gaming equipment; sales and maintenance related services of gaming equipment; gaming systems, and ancillary products and services. The Payments segment provides solutions directly to gaming establishments to offer their patrons cash access related services and products, including access to cash at gaming facilities through automatic teller machine (ATM) cash withdrawals and point of sale debit card transactions, among others; check-related services; fully integrated kiosks and maintenance services, and other ancillary offerings. Everi Holdings Inc. (NYSE:EVRI) Recent Trading Information
Everi Holdings Inc. (NYSE:EVRI) closed its last trading session up +0.02 at 6.83 with 500,845 shares trading hands.
