Monarch Casino & Resort Inc. Files Definitive Proxy Statement

TL;DR

<b>Monarch Casino & Resort Inc. filed its DEF 14A proxy statement on April 10, 2024, detailing executive compensation and award adjustments for the 2023 fiscal year.</b>

AI Summary

MONARCH CASINO & RESORT INC (MCRI) filed a Proxy Statement (DEF 14A) with the SEC on April 10, 2024. Monarch Casino & Resort Inc. filed a Definitive Proxy Statement (DEF 14A) on April 10, 2024. The filing covers the fiscal year ending December 31, 2023. It includes details on executive compensation for PEO and Non-PEO Neo Members. Specific data points relate to option awards, stock awards, and adjustments to fair value for granted and outstanding awards. The filing references prior fiscal years, including 2022 and 2021, for comparative compensation data.

Why It Matters

For investors and stakeholders tracking MONARCH CASINO & RESORT INC, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation packages and the valuation of equity awards, enabling informed voting decisions. The detailed breakdown of compensation components and adjustments allows for an assessment of how the company incentivizes its top executives and manages equity dilution.

Risk Assessment

Risk Level: low — MONARCH CASINO & RESORT INC shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance without immediate financial performance indicators.

Analyst Insight

Review the executive compensation details and equity award adjustments to understand management's incentives and potential impact on shareholder value.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-04-10 — Filing Date (Date of submission)
• 2024-05-21 — Period of Report (Conformed period)
• 2023-01-01 — Fiscal Year Start (Reporting period)
• 2022-01-01 — Prior Year Start (Comparative data reference)
• 2021-01-01 — Prior Year Start (Comparative data reference)

Key Players & Entities

• MONARCH CASINO & RESORT INC (company) — Filer name
• MCRI (company) — Ticker symbol
• DEF 14A (document) — Filing type
• 2024-04-10 (date) — Filing date
• 2024-05-21 (date) — Period of report
• NV (location) — State of incorporation
• 880300760 (identifier) — IRS number
• 775-335-4600 (phone) — Business phone

FAQ

Industry Context

Monarch Casino & Resort Inc. operates in the casino and hospitality industry, which is subject to regulatory oversight and economic conditions affecting consumer discretionary spending.

Regulatory Implications

As a publicly traded company, Monarch Casino & Resort Inc. is subject to SEC regulations, including the requirement to file proxy statements for shareholder meetings.

What Investors Should Do

1. Analyze the compensation structure for Named Executive Officers (NEOs).
2. Evaluate the fair value adjustments for stock and option awards.
3. Review any shareholder proposals or director nominations presented in the filing.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure of proxy information and executive compensation, not a financial performance report like an 8-K or 10-Q.

Filing Documents

• mcri-20240521xdef14a.htm (DEF 14A) — 990KB
• mcri-20240521xdef14a_a003.jpg (GRAPHIC) — 3KB
• mcri-20240521xdef14a_a011.jpg (GRAPHIC) — 37KB
• mcri-20240521xdef14a_a012.jpg (GRAPHIC) — 38KB
• mcri-20240521xdef14a_a013.jpg (GRAPHIC) — 46KB
• mcri-20240521xdef14a_bg001.jpg (GRAPHIC) — 124KB
• mcri-20240521xdef14a_bg002.jpg (GRAPHIC) — 170KB
• 0001544784-24-000020.txt (&nbsp;) — 3165KB
• mcri-20240521.xsd (EX-101.SCH) — 6KB
• mcri-20240521_def.xml (EX-101.DEF) — 7KB
• mcri-20240521_lab.xml (EX-101.LAB) — 15KB
• mcri-20240521_pre.xml (EX-101.PRE) — 7KB
• mcri-20240521xdef14a_htm.xml (XML) — 415KB

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN OTHER BENEFICIAL OWNERS

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN OTHER BENEFICIAL OWNERS 5 PROPOSAL 1 : ELECTION OF DIRECTORS 6 DIRECTORS AND NOMINEES 7 PROPOSAL 2 : APPROVAL OF AN AMENDMENT TO THE 2014 PLAN 8 PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION COMPENSATION 15 EXECUTIVE OFFICERS 16 CORPORATE GOVERNANCE 16 Board Leadership Structure and Role in Risk Oversight 16 Director Independence 16 Board and Committees Meetings 17 Annual Meetings 17 Committees of the Board 17 Communication with Directors 19 Compensation Committee Interlocks and Insider Participation 19 COMPENSATION DISCUSSION AND ANALYSIS 20 Compensation Objectives 20 Compensation Elements 20 Compensation Clawback Policy 22 Employment Agreements and Arrangements 22 Change in Control Vesting 22 Other Benefits and Compensation Matters 23 Compensation Setting Process 23 Risk Assessment 23 COMPENSATION COMMITTEE REPORT 24

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 24 Potential Payments Upon Termination in Connection with Change in Control 26 Chief Executive Pay Ratio 28 Pay Versus Performance 28 DIRECTORS' COMPENSATION 32 CODE OF ETHICS 32 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 32 Audit Committee Review 33 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 34 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 34 AUDIT AND RELATED FEES 34 Audit Committee Pre-Approval Policies and Procedures 35 AUDIT COMMITTEE REPORT 35 VOTING PROCEDURES 35 HOUSEHOLDING 36 OTHER BUSINESS 36 APPENDIX A: AMENDMENT NO. 3 TO 2014 EQUITY INCENTIVE PLAN 37 FORM OF PROXY CARD Table of Contents MONARCH CASINO & RESORT, INC. 3800 South Virginia Street Reno, Nevada 89502 PROXY STATEMENT This proxy statement (the "Proxy Statement") is prepared for the stockholders of Monarch Casino & Resort, Inc. (the "Company," "we," "us," "our" or "Monarch") in connection with the 2024 annual meeting of stockholders of the Company to be held at the Atlantis Casino Resort Spa, 3800 S. Virginia Street, Reno, Nevada 88502 on Tuesday, May 21, 2024 at 10:00 a.m., Pacific time, and any adjournment thereof, for the purposes indicated in the Notice of Annual Meeting of Stockholders and more fully outlined herein. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 21, 2024 This Proxy Statement, form of proxy and our 2023 annual report on Form 10-K are available online at www.proxyvote.com. QUESTIONS AND ANSWERS ABOUT THE MEETING Question:What is the Notice of Internet Availability of Proxy Materials that I received in the mail instead of a full set of proxy materials? Answer: Under rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), we are furnishing proxy materials to our stockholders via the internet, instead of mailing printed copies of those materials to each stockholder. On or about April

SECURITY OWNERSHIP OF MANAGEMENT

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN OTHER BENEFICIAL OWNERS The following table shows the beneficial ownership as of March 25, 2024, of our Common Stock held by each person known to us to be the beneficial owner of more than 5% of the outstanding Common Stock, all named executive officers and directors, and all executive officers and directors as a group. The percentages shown are based on 18,830,036 shares of Common Stock outstanding as of March 25, 2024, and shares issuable upon exercise of options, which are exercisable within 60 days of March 25, 2024. Except as set forth below, the address for all listed parties is 3800 South Virginia Street, Reno, Nevada 89502. Shares of Common Stock Beneficially Percent of Beneficial Owner Owned (1)(2) Class John Farahi 3,473,619 (3)(4) 18.00 % Bob Farahi 1,187,327 (5)(6) 6.29 % Edwin S. Koenig 3,334 * Yvette E. Landau 85,400 (7) * Craig F. Sullivan 54,900 (8) * Paul Andrews 56,900 (9) * BlackRock, Inc. 2,231,588 (10) 11.85 % 50 Hudson Yard New York, NY 10001 Ben Farahi 1,510,053 (11) 8.02 % 3652 S. Virginia Street; Suite C7 Reno, NV 89502 Davenport & Company LLC 1,187,370 (12) 6.31 % One James Center 901 E Cary St., Ste.1100 Richmond, VA 23219 The Vanguard Group - 23 - 1945930 1,059,127 (13) 5.62 % 100 Vanguard Blvd. Malvern, PA 19355 All executive officers and directors as a group (7 persons) 4,861,480 (14) 24.94 % * Less than 1%. (1) Unless otherwise noted, the persons identified in this table have sole voting and sole investment power with regard to the shares beneficially owned by them. (2) Includes shares issuable upon exercise of options which are exercisable within 60 days of March 25, 2024. (3) Includes 2,479,641 shares held in trusts and 527,310 shares held directly. (4) Includes options to purchase 466,668 shares under the 2014 Plan. (5) Includes 961,774 shares held in trusts and 192,220 shares held directly. (6)

View Full Filing

View this DEF 14A filing on SEC EDGAR