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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): May 19, 2021

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FULL HOUSE RESORTS, INC.

(Exact name of registrant as specified in its charter)

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

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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:

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◻  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))

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

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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).

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Emerging growth company ◻

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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. ◻

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Item 5.07   Submission of Matters to a Vote of Security Holders

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On May 19, 2021, the Company held its Annual Meeting of Stockholders. A total of 26,555,611 shares (77.9% of shares outstanding as of the record date) of the Company’s common stock were present or represented by proxy at the meeting. The results of stockholder voting on the four proposals presented were as follows:

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Proposal 1 – Stockholders elected the following eight directors nominated by the board of directors, to serve until the 2022 annual meeting of stockholders or until their successors are duly elected and qualified:

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Proposal 2 – Stockholders approved an amendment to the Company’s 2015 Equity Incentive Plan (the “2015 Plan”) to increase the number of shares available for issuance under the 2015 Plan.

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Proposal 3 – Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021:

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Proposal 4 – Stockholders approved, on an advisory basis, the Company’s named executive officer compensation as disclosed in the 2021 proxy statement:

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Item 8.01   Other Events

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On May 19, 2021, the composition of two committees of the Company’s board of directors was changed. Effective immediately, the compensation committee now consists of Carl Braunlich, Eric Green, Michael Hartmeier, and Michael Shaunnessy, with Mr. Green continuing to serve as its chairman. The nominating and corporate governance committee now consists of Carl Braunlich, Eric Green, and Michael Shaunnessy, with Mr. Shaunnessy serving as its chairman.

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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.

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