Golden Entertainment, Inc. (NASDAQ:GDEN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of |
Resignation of Matthew Flandermeyer as Executive Vice President,
Chief Financial Officer and Secretary
On November 11, 2016, Matthew Flandermeyer resigned, effective as
of November 28, 2016, from his position as Executive Vice
President, Chief Financial Officer and Secretary of Golden
Entertainment, Inc. (the Company), to pursue family business
opportunities.The Company and Mr. Flandermeyer have entered into
a separation and general release agreement dated November 11,
2016 relating to his separation of employment with the Company
(the Separation Agreement). to the Separation Agreement, in
exchange for a general release of claims against the Company, Mr.
Flandermeyer will receive a severance payment of $450,000 plus
continued health benefits at the Companys expense for a period of
up to 18 months, and the Company agreed to accelerate the vesting
of 55,000 of Mr. Flandermeyers outstanding unvested stock
options.In addition, under the Separation Agreement, commencing
December 1, 2016, Mr. Flandermeyer has agreed to provide
consulting services as an independent contractor to the Company
for up to six months in exchange for a monthly payment of $20,000
to facilitate the orderly transition of his responsibilities.
Appointment of Charles Protell as Executive Vice President, Chief
Strategy Officer and Chief Financial Officer
On November 11, 2016, the Board of Directors of the Company (the
Board) appointed Charles Protell as the Executive Vice President,
Chief Strategy Officer and Chief Financial Officer of the
Company, effective as of the commencement of his employment with
the Company.Mr. Protell has agreed to commence his employment
with the Company by no later than December 1, 2016.
In connection with such appointment, on November 15, 2016, the
Company entered into an at-will employment agreement with Mr.
Protell (the Protell Employment Agreement).Under the Protell
Employment Agreement, Mr. Protell will serve as the Executive
Vice President, Chief Strategy Officer and Chief Financial
Officer of the Company, with such duties and responsibilities as
are commensurate with the position, and will report directly to
the Companys Chief Executive Officer. The Protell Employment
Agreement provides for an initial annual base salary of $500,000
and a target bonus for purposes of the Companys annual incentive
compensation plan equal to 65% of Mr. Protells annual base
salary.Mr. Protell will also be entitled to participate in the
Companys incentive compensation programs applicable to executive
officers of the Company, and be eligible to participate in all
health benefits, insurance programs, pension and retirement plans
and other employee benefit and compensation arrangements of the
Company.Upon commencement of his employment, Mr. Protell will
receive an award of 141,296 restricted stock units and options to
purchase 250,000 shares of the Companys common stock under the
Golden Entertainment, Inc. 2015 Incentive Award Plan.The options
will have a ten-year term and an exercise price equal to the fair
market value of the Companys common stock on his employment
commencement date.Provided that Mr. Protell continues to render
services to the Company through the applicable vesting date: (1)
50% of the restricted stock units will vest six months after Mr.
Protells commencement date and the remaining restricted stock
units will vest 12 months after his commencement date and (2) the
options will vest as to 25% of the shares on the first
anniversary of the vesting commencement date and vest as to the
remaining shares in 36 equal monthly installments thereafter.In
addition, Mr. Protell will receive a sign-on bonus of $300,000
which will be payable within 45 days of his commencement date
(and will be in lieu of any incentive compensation for calendar
year 2016) and an additional sign-on bonus of $400,000, which
will be payable within 45 days of the first anniversary of his
commencement date (and will reduce the amount of any incentive
compensation for
calendar year 2017), subject to his continued employment by the
Company at such time.Mr. Protell will also be reimbursed up to
$30,000 for relocation expenses.
In the event of a termination without cause or a constructive
termination (each, a Qualifying Termination), as discussed below,
Mr. Protell will be entitled to receive a lump-sum payment equal
to 165% of his annual base salary as in effect immediately prior
to the date of termination multiplied by two, plus continued
health benefits at the Companys expense for a period of up to 18
months, plus a lump-sum cash payment equal to six times his
monthly health insurance premium at the date of termination, plus
acceleration of vesting of his equity awards.In the event of
termination of employment by reason of death or disability, all
of his equity awards will vest.
Mr. Protell, 42, has served as a Managing Director at Macquarie
Capitals investment banking group since May 2011, and as
Co-Founder and a Managing Director at REGAL Capital Advisors from
January 2009 until its acquisition by Macquarie Capital in May
2011.Prior to co-founding REGAL Capital Advisors, Mr. Protell
held various investment banking roles at Credit Suisse, Deutsche
Bank and CIBC World Markets.Mr. Protell earned a Bachelor of
Science in Commerce degree from the University of Virginia.
Appointment of Gary Vecchiarelli as Senior Vice President of
Finance and Accounting
On November 11, 2016, the Board appointed Gary Vecchiarelli as
Senior Vice President of Finance and Accounting of the Company,
effective as of the commencement of his employment with the
Company.Mr. Vecchiarelli has agreed to commence his employment
with the Company by no later than January 3, 2017.
In connection with such appointment, on November 14, 2016, the
Company entered into an at-will employment agreement with Mr.
Vecchiarelli (the Vecchiarelli Employment Agreement).Under the
Vecchiarelli Employment Agreement, Mr. Vecchiarelli will serve as
the Senior Vice President of Finance and Accounting of the
Company, with such duties and responsibilities as are
commensurate with the position, and will report directly to the
Companys Chief Financial Officer. The Vecchiarelli Employment
Agreement provides for an initial annual base salary of $250,000
and a target bonus for purposes of the Companys annual incentive
compensation plan equal to 35% of Mr. Vecchiarellis annual base
salary.Mr. Vecchiarelli will also be entitled to participate in
the Companys incentive compensation programs applicable to
executive officers of the Company, and be eligible to participate
in all health benefits, insurance programs, pension and
retirement plans and other employee benefit and compensation
arrangements of the Company.Upon commencement of his employment,
Mr. Vecchiarelli will receive options to purchase 100,000 shares
of the Companys common stock.The options will have a ten-year
term and an exercise price equal to the fair market value of the
Companys common stock on his employment commencement
date.Provided that Mr. Vecchiarelli continues to render services
to the Company through the applicable vesting date, the options
will vest as to 25% of the shares on the first anniversary of the
vesting commencement date and vest as to the remaining shares in
36 equal monthly installments thereafter.In addition, Mr.
Vecchiarelli will receive an initial lump-sum sign-on bonus of
$25,000 (in lieu of any incentive compensation for calendar year
2016), and a second lump-sum sign-on bonus of $25,000 on the
first anniversary of his commencement date (subject to Mr.
Vecchiarellis continued employment through such date).
In the event of a Qualifying Termination, Mr. Vecchiarelli will
be entitled to receive a lump-sum payment equal to 135% of his
annual base salary as in effect immediately prior to the date of
termination, plus continued health benefits at the Companys
expense for a period of up to 12 months, plus acceleration of
vesting of his equity awards.In the event of termination of
employment by reason of death or disability, all of his equity
awards will vest.
Mr. Vecchiarelli, 39, has served as Chief Financial Officer of
Galaxy Gaming, Inc., a public company that develops, manufactures
and distributes casino table games and wagering platforms, since
May 2012.From July 2011 to May 2012, Mr. Vecchiarelli served as
the Division Controller for Spectrum Pharmaceuticals, Inc., a
biopharmaceutical company listed on NASDAQ.Prior to joining
Spectrum Pharmaceuticals, Mr. Vecchiarelli was a Manager at BDO
USA, LLP and a Supervisor at McGladrey Pullen, LLP.Mr.
Vecchiarelli earned a B.S. Business Administration in Accounting
from California State University at San Jose and is a certified
public accountant in the states of California and Nevada.
The Employment Agreements generally define cause to include: (1)
the executives commission of a felony, (2) the executives theft
or embezzlement of property of the Company or the commission of
any similar act involving moral turpitude, (3) the failure of the
executive to substantially perform his material duties and
responsibilities, which failure (if curable) is not cured within
a specified period after the executives receipt of written notice
from the Board, (4) the executives material violation of a
significant Company policy, which violation (if curable) is not
cured within 30 days after the executives receipt of written
notice from the Company and which violation has a material
adverse effect on the Company or its subsidiaries, (5) the
failure of the executive to qualify (or thereafter the
disqualification of the executive) under any regulatory or
licensing requirement of any jurisdiction or regulatory authority
to which the executive may be subject by reason of his position
with the Company (unless waived by the Board or the Compensation
Committee in its sole discretion) or (6) the revocation of a
gaming license as a result of any act or omission by the
executive, which revocation has an adverse effect on the Company
or its subsidiaries. The Employment Agreements generally define
constructive termination as the occurrence of any of the
following events or circumstances: (1) a material, adverse change
of the executives responsibilities, authority, status, position,
offices, titles, duties or reporting requirements (including
directorships), (2) a reduction in the executives base salary or
a material adverse change in the executives annual compensation
or benefits, (3) a requirement to relocate in excess of a
specified distance from the executives then-current place of
employment without the executives consent or (4) the breach by
the Company of any material provision of the employment agreement
or failure to fulfill any other contractual duties owed to the
executive.
The foregoing summaries of the Separation Agreement, the Protell
Employment Agreement and the Vecchiarelli Employment Agreement do
not purport to be a complete description and are qualified in
their entirety by reference to the full text of such agreements,
which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current
Report on Form 8-K, respectively, and are incorporated by
reference herein.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits |
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10.1# |
Separation and General Release Agreement, dated as of |
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10.2# |
Employment Agreement, dated as of November 15, 2016, by |
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10.3# |
Employment Agreement, dated as of November 14, 2016, by |
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10.4# |
Form of Restricted Stock Unit Award Grant Notice and |
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10.5# |
Form of Stock Option Grant Notice and Stock Option Award |
# Management contract or compensatory plan or arrangement in
which one or more executive officers or directors participates
About Golden Entertainment, Inc. (NASDAQ:GDEN)
Golden Entertainment, Inc., formerly Lakes Entertainment, Inc. is a gaming company. The Company focuses on distributed gaming, including tavern gaming, and casino and resort operations. The Company’s segments include Distributed Gaming, Casinos, and Corporate and Other. The Distributed Gaming segment involves the installation, maintenance and operation of gaming devices in certain non-casino locations, such as grocery stores, convenience stores, restaurants, bars, taverns, saloons and liquor stores, and the operation of traditional, branded taverns targeting local patrons, primarily in the greater Las Vegas, Nevada metropolitan area. The Casinos segment includes the operations of Rocky Gap Casino Resort (Rocky Gap) in Flintstone, Maryland, and approximately three casinos in Pahrump, Nevada, including Pahrump Nugget Hotel Casino (Pahrump Nugget), Gold Town Casino, and Lakeside Casino & RV Park. Its tavern brands include PT’s Pub, PT’s Gold, PT’s Place, Sierra Gold and Sean Patrick’s. Golden Entertainment, Inc. (NASDAQ:GDEN) Recent Trading Information
Golden Entertainment, Inc. (NASDAQ:GDEN) closed its last trading session up +0.31 at 11.95 with 44,438 shares trading hands.