UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  April 20, 2020

 

FULL HOUSE RESORTS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Registrant’s telephone number, including area code: (702) 221‑7800

 

 

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

☐  Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐  Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 20, 2020, Full House Resorts, Inc., a Delaware corporation (the “Company”), received a letter from Mr. Craig W. Thomas announcing his resignation from the Company’s board of directors (the “Board”), effective immediately (the “Resignation Letter”). Prior to his resignation, Mr. Thomas was Chairman of the Nominating and Corporate Governance Committee (the “NCG Committee”) and a member of the Compensation Committee.

The Resignation Letter sets forth as the basis for Mr. Thomas’ resignation a disagreement with the Company and follows notification to Mr. Thomas on April 13, 2020 by the NCG Committee, whose recommendation was accepted and adopted by the Board, that he was not being renominated or recommended by the Board for re-election as a Company director at the 2020 Annual Meeting of the Company’s stockholders.

The Company rejects and disagrees with Mr. Thomas’ assertions, suggestions and conclusions set forth in the Resignation Letter. A copy of the Resignation Letter is filed as Exhibit 17.01 to this Current Report on Form 8-K and the complete text thereof is incorporated in this Item 5.02 by reference.

 

 

Item 9.01   Financial Statements and Exhibits.

 

 

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.