Century Casinos Inc. Files Definitive Proxy Statement (DEF 14A)

TL;DR

<b>Century Casinos Inc. filed its DEF 14A proxy statement for the fiscal year ending December 31, 2023.</b>

AI Summary

CENTURY CASINOS INC /CO/ (CNTY) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. Filing is a Definitive Proxy Statement (DEF 14A) for Century Casinos Inc. The reporting period for the filing is the fiscal year ending December 31, 2023. The filing date is April 29, 2024. The company's principal business address is in Colorado Springs, CO. The filing includes data related to executive compensation and equity awards for 2023.

Why It Matters

For investors and stakeholders tracking CENTURY CASINOS INC /CO/, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, director elections, and other corporate governance matters, enabling informed voting decisions. The detailed disclosure of equity awards and their fair values offers insight into the company's incentive structures and potential future dilution for shareholders.

Risk Assessment

Risk Level: — CENTURY CASINOS INC /CO/ shows moderate risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial results or significant operational updates, indicating a low level of immediate risk or change.

Analyst Insight

Review the executive compensation details and any proposed shareholder resolutions to understand potential impacts on corporate governance and shareholder value.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-04-29 — Filing Date (Date of submission)
• DEF 14A — Form Type (Type of filing)

Key Players & Entities

• CENTURY CASINOS INC /CO/ (company) — Filer name
• 0000911147 (company) — Central Index Key
• DE (company) — State of Incorporation
• CO (company) — State of business address
• 2023-12-31 (date) — Fiscal year end
• 2024-04-29 (date) — Filing date

FAQ

Industry Context

Century Casinos operates in the hospitality and gaming industry, focusing on casino entertainment.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information to shareholders.

What Investors Should Do

1. Analyze executive compensation packages and equity awards for key personnel.
2. Review proposals related to director nominations and corporate governance policies.
3. Examine any shareholder proposals and the company's recommendation.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for corporate governance and executive compensation, not a financial results report.

Filing Documents

• cnty-20231231xdef14a.htm (DEF 14A) — 3005KB
• cnty-20231231xdef14ag001.jpg (GRAPHIC) — 2KB
• cnty-20231231xdef14ag002.jpg (GRAPHIC) — 2KB
• cnty-20231231xdef14ag003.jpg (GRAPHIC) — 2KB
• cnty-20231231xdef14ag004.jpg (GRAPHIC) — 224KB
• cnty-20231231xdef14ag005.jpg (GRAPHIC) — 225KB
• 0000911147-24-000039.txt (&nbsp;) — 4937KB
• cnty-20231231.xsd (EX-101.SCH) — 5KB
• cnty-20231231_def.xml (EX-101.DEF) — 5KB
• cnty-20231231_lab.xml (EX-101.LAB) — 34KB
• cnty-20231231_pre.xml (EX-101.PRE) — 20KB
• cnty-20231231xdef14a_htm.xml (XML) — 245KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 26 Voting Rights and Outstanding Shares 1 Quorum and Votes Required 2 Certain Relationships and Related Transactions 27 Stockholder Proposals 2 COMPENSATION DISCUSSION AND ANALYSIS 28 Stockholder Communications and Director Nominations 2 Overview of Compensation Goals and Objectives 28 Company Business Developments 28 Householding 3 Compensation Policy 29 CERTAIN INFORMATION REGARDING THE BOARD 4 Compensation Program Design 30 Board Diversity Matrix 4 Roles in Establishing Compensation 30 Audit Committee 5 Use of Peer Group and Other Market Data 31 Compensation Committee 5 Consideration of Say-On-Pay Results and Stockholder Input 31 Governance and Nominating Committee 6 Director Selection Process 7 Elements of Compensation 31 Resignation Policy 7 Compensation Committee Report 39 Board Leadership Structure 7

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 40 Risk Oversight 8 Summary Compensation Table 40 Compensation Committee Interlocks and Insider Participation 8 2023 Grants of Plan-Based Awards 42 Outstanding Equity Awards at 2023 Fiscal Year-End 43 Director Compensation 8 Option Exercises and Stock Vested in 2023 44 PROPOSALS REQUIRING YOUR VOTE 10 Executive Agreements 44 Proposal No. 1 Election of Directors 10 2023 Potential Payments Upon Termination or Change of Control 46 Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm 11 EQUITY COMPENSATION PLAN INFORMATION 51 Principal Accounting Fees and Services 11 CEO PAY RATIO DISCLOSURE 52 Report of the Audit Committee of the Board of Directors 12 PAY VERSUS PERFORMANCE 52 Appendix A – Non-GAAP Reconciliations 56 Proposal No. 3 Advisory Vote on Executive Compensation Appendix B – Amended and Restated 2016 Equity Incentive Plan 57 13 Proposal No. 4 Approval of Amended and Restated 2016 Equity Incentive Plan 14 INFORMATION REGARDING DIRECTORS 24 Code of Business Conduct and Ethics 25 2024 ANNUAL MEETING OF STOCKHOLDERS This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of Century Casinos, Inc. ( "we," "us," "our," or the "Company" ) for the Annual Meeting of Stockholders ("Annual Meeting") to be held at the following date, time and place, and at any postponements or adjournments thereof: June 24, 2024 Virtual Meeting 8:00 a.m. Mountain Daylight Time www.virtualshareholdermeeting.com/cnty2024 Matters to be considered and acted upon are set forth in the accompanying Notice of Annual Meeting of Stockholders and this proxy statement and are more fully described herein. The enclosed materials were first mailed on or about April 29, 2024 to our stockholders of record as of April 25, 2024. YOUR VOTE I S IMPORTANT Important Notice

View Full Filing

View this DEF 14A filing on SEC EDGAR