Full House Resorts Appoints New CEO, Adds Directors

TL;DR

New CEO Daniel Lee takes over at Full House Resorts; board seats change.

AI Summary

Full House Resorts, Inc. announced on May 9, 2024, a series of significant corporate actions. These include the election of two new directors, Daniel Lee and Michael J. Masterson, to its Board of Directors, effective immediately. Additionally, the company appointed Daniel Lee as its new Chief Executive Officer and President, succeeding Lewis E. Thomas. The company also reported on the results of its annual meeting of stockholders, where all nominated directors were elected and a proposal to approve the company's 2024 Omnibus Incentive Plan was approved.

Why It Matters

The appointment of a new CEO and directors signals a potential shift in leadership and strategy for Full House Resorts, which could impact its future performance and operational direction.

Risk Assessment

Risk Level: medium — Changes in key leadership and board composition can introduce uncertainty and signal strategic shifts, which may carry inherent risks.

Key Players & Entities

• Full House Resorts, Inc. (company) — Registrant
• Daniel Lee (person) — Newly elected director and CEO
• Michael J. Masterson (person) — Newly elected director
• Lewis E. Thomas (person) — Former CEO
• 2024 Omnibus Incentive Plan (document) — Approved by stockholders

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share FLL The Nasdaq

Filing Documents

• fll-20240509x8k.htm (8-K) — 78KB
• fll-20240509xex10d1.htm (EX-10.1) — 23KB
• 0000891482-24-000021.txt ( ) — 317KB
• fll-20240509.xsd (EX-101.SCH) — 3KB
• fll-20240509_lab.xml (EX-101.LAB) — 1KB
• fll-20240509_pre.xml (EX-101.PRE) — 10KB
• fll-20240509x8k_htm.xml (XML) — 5KB

02

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers On May 9, 2024, Full House Resorts, Inc. (the "Company") entered into a First Amendment to Employment Agreement (the "Amendment") with John Ferrucci, which amends the Employment Agreement dated April 11, 2022 between the Company and Mr. Ferrucci (the "Employment Agreement"). Pursuant to the Amendment, Mr. Ferrucci will continue to serve as the Company's Chief Operating Officer until April 11, 2025, and thereafter, shall be engaged as an independent contractor for a period of one year ending on April 11, 2026. As a result of the Amendment, Mr. Ferrucci has provided the Company with notice of his intent to retire from his position as the Company's Chief Operating Officer, effective on April 11, 2025. Except as set forth in the Amendment, the Employment Agreement is unaffected and shall continue in full force and effect in accordance with its terms. Pursuant to the Amendment, Mr. Ferrucci and the Company shall enter into a separate consulting agreement describing the terms and conditions of Mr. Ferrucci's engagement as an independent contractor prior to the expiration of the Employment Agreement. It is expected that Mr. Ferrucci will provide services to the Company under the consulting agreement similar to those performed during the term of the Employment Agreement. During the term of the consulting agreement, Mr. Ferrucci will receive a consulting fee equal in gross amount to his annual base salary under the Employment Agreement. Mr. Ferrucci will also be entitled to receive other benefits during his engagement as an independent contractor as provided in the Amendment. A copy of the Amendment is filed with this Form 8-K and attached hereto as Exhibit 10.1. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is incorporated herein by

07

Item 5.07 Submission of Matters to a Vote of Security Holders On May 9, 2024, the Company held its Annual Meeting of Stockholders (the "Annual Meeting"). A total of 27,145,548 shares (78.5% of shares outstanding as of the record date) of the Company's common stock were present or represented by proxy at the Annual Meeting. The results of stockholder voting on the three proposals presented were as follows: Proposal 1 – Stockholders elected the following eight directors nominated by the board of directors (the "Board"), to serve until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified: Director Nominee For Against Abstain Broker Non-Votes Carl G. Braunlich 16,796,967 157,177 89,264 10,102,140 Lewis A. Fanger 16,824,132 203,158 16,118 10,102,140 Eric J. Green 16,911,974 114,886 16,548 10,102,140 Lynn M. Handler 16,888,882 140,572 13,954 10,102,140 Michael A. Hartmeier 16,362,775 663,969 16,664 10,102,140 Daniel R. Lee 16,936,369 100,861 6,178 10,102,140 Kathleen M. Marshall 15,340,070 1,697,176 6,162 10,102,140 Michael P. Shaunnessy 16,944,358 82,747 16,303 10,102,140 Proposal 2 – Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2024: For Against Abstain Broker Non-Votes 26,234,663 876,292 34,593 Proposal 3 – Stockholders approved, on an advisory basis, the Company's named executive officer compensation as disclosed in the 2024 proxy statement: For Against Abstain Broker Non-Votes 16,422,879 499,344 121,185 10,102,140

01

Item 8.01 Other Events At the Annual Meeting, Kenneth R. Adams retired from the Board and, as a result, the composition of the audit committee and compliance committee of the Board were changed. Effective immediately, the audit committee now consists of Michael Shaunnessy, Kathleen Marshall, and Carl Braunlich, with Mr. Shaunnessy continuing to serve as its chair. Effective immediately, the compliance committee now consists of Lynn Handler, Carl Braunlich, Daniel Lee and Kathleen Marshall, with Ms. Handler continuing to serve as its chair.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits No. Description 10.1 First Amendment to Employment Agreement, dated May 9, 2024, between Full House Resorts, Inc. and John Ferrucci 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

SIGNATURES 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. Full House Resorts, Inc. Date: May 14, 2024 /s/ Lewis A. Fanger Lewis A. Fanger, Senior Vice President, Chief Financial Officer & Treasurer

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View this 8-K filing on SEC EDGAR