Full House Resorts, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

BOARD AND EXECUTIVE TRANSITION COSTS

BOARD AND EXECUTIVE TRANSITION COSTS

12 Months Ended

Dec. 31, 2015

Board And Executive Transition Costs [Abstract]

On October 9, 2014, we received a Preliminary Consent Solicitation Statement (the “Preliminary Solicitation”) from the Shareholder Group to call a special meeting of shareholders for the purpose, among other things, of nominating certain individuals to our board of directors and amending certain of the Company’s by-laws. On October 21, 2014, our board amended Article I, Section 2 of our by-laws. See Exhibit 3.2 as set forth in "Item 15. Exhibits, Financial Statement Schedules” for a copy of our amended and restated by-laws effective as of October 21, 2014. On October 22, 2014, our board of directors authorized management to hire an investment bank to explore its alternatives, including the potential sale of the Company.

On October 28, 2014, the Shareholder Group filed a Definitive Consent Solicitation Statement (the “Solicitation”) which had been approved by the Securities and Exchange Commission for distribution.

On November 28, 2014, Full House and the Shareholder Group entered into the Settlement Agreement. In conjunction with such activities, we incurred fees during 2014 of $1 million, which included $0.5 million of legal fees and $0.2 million as reimbursement for a portion of the Shareholder Group's expenses.

Pursuant to the Settlement Agreement, among other things:


•	The size of our board of directors was increased from five to nine members, creating four vacancies on the board of directors.


•	We accepted the resignation of Andre M. Hilliou and Mark J. Miller as directors, effective November 28, 2014, resulting in two additional vacancies on the board of directors.

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W.H. Baird Garrett, Raymond Hemmig, Ellis Landau, Daniel R. Lee, Bradley M. Tirpak and Craig W. Thomas (the “Shareholder Group Nominees”) were appointed by the board of directors to fill the six vacancies each subject to normal and customary state licensing requirements. Pursuant to the Amended Settlement Agreement (see below), Mr. Hemmig subsequently resigned, leaving the current size of the board of directors at eight members.


•	At our 2015 annual meeting of stockholders (the “2015 Annual Meeting”), we nominated Kenneth R. Adams, Carl G. Braunlich, Kathleen Marshall and each of the Shareholder Group Nominees, with the exception of Mr. Hemmig, to the board of directors.


•	The Shareholder Group irrevocably withdrew its Solicitation, and agreed to immediately cease all efforts related to the Solicitation.


•	Through the end of our 2016 meeting of the stockholders (or an earlier date upon the occurrence of certain events), each member of the Shareholder Group has agreed to certain customary standstill restrictions.


•	The Company and the Shareholder Group agreed to a mutual release of claims, including those arising in respect of, or in connection with, the Solicitation.


•	We agreed to reimburse the Shareholder Group for actual out-of-pocket expenses in the aggregate amount of up to $215,000 incurred in connection with the Solicitation.

Andre M. Hilliou resigned as a director and Chief Executive Officer of the Company effective November 28, 2014. Pursuant to a Separation Agreement entered into between Mr. Hilliou and the Company (the “Hilliou Separation Agreement”), it was agreed that Mr. Hilliou’s employment with the Company would be terminated at a future date, subject to the Company using its best efforts to comply with its covenants under the Company’s existing credit facilities. Mark J. Miller resigned as a director and Chief Operating Officer of the Company effective November 28, 2014. Pursuant to a Separation Agreement entered into between Mr. Miller and the Company (the “Miller Separation Agreement” and together with the Hilliou Separation Agreement, the “Separation Agreements”), it was agreed that Mr. Miller’s employment would be terminated at a future date, subject to the Company using its best efforts to comply with its covenants under the Company’s existing credit facilities. On January 9, 2015 (the “Resignation Date”), in conjunction with the amendment of our existing credit facilities, Mr. Hilliou’s and Mr. Miller’s employment was terminated. Pursuant to the Separation Agreements, (i) all outstanding Company restricted stock held by Messrs. Hilliou and Miller (constituting 60,000 shares of common stock held by each) accelerated and vested in full on the Resignation Date and (ii) in connection with their terminations of employment, Messrs. Hilliou and Miller received cash severance payments of $644,724 and $599,830, respectively, as well as company-paid continued healthcare coverage to the earlier of December 31, 2015 or the date that such executive is covered by another employer’s comparable health plan.

On November 28, 2014, we entered into an Employment Agreement with Mr. Lee pursuant to which Mr. Lee serves as our Chief Executive Officer.

On January 28, 2015, we entered into that certain First Amendment to Settlement Agreement (the "Amended Settlement Agreement"), which modified portions of the Settlement Agreement. The Amended Settlement Agreement eliminated the requirement that Mr. Hemmig be nominated and elected to the Board, and acknowledged the reduction in the size of the Board from nine (9) to eight (8) Directors.