UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 8-K

 


 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

July 2, 2020 (July 1, 2020)

Date of report (Date of earliest event reported)


 

PLAYAGS, INC.

(Exact name of registrant as specified in its charter)

 


 

Nevada

001 38357

46-3698600

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

5475 S. Decatur Blvd., Suite #100

Las Vegas, Nevada, 89118

(Address of principal executive offices)(Zip Code)

 

(702) 722-6700

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 


 

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 (see General Instruction A.2. below):

 

 

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:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common stock, $0.01 par value

 

AGS

 

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

☒     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 5.07.

Submission of Matters to a Vote of Security Holders.

 

(a) Annual Meeting. The 2020 Annual Meeting of Stockholders of PlayAGS, Inc. (the “Company”) was held on July 1, 2020.

 

(b) Matters Voted Upon; Voting Results. The following matters were submitted for a vote of the Company’s stockholders.

 

Matter One. Election of Director(s). The nominees listed below were elected Class III directors of the Company to hold office for a term of three years expiring at the Annual Meeting of Stockholders to be held in 2023 and until their successor has been elected and qualified, or until their earlier resignation.

 

Nominee

 

Number

of Shares

Voted For

 

Number of

Shares

Withheld

 

Number of

Broker

Non-Votes

Anna Massion

  23,056,947   4,584,535   5,623,341
David Sambur   22,339,395   5,302,087   5,623,341
David Lopez   23,014,450   4,627,032   5,623,341

 

Matter Two. Approval, on an advisory basis, of the compensation of the Company’s named executive officers as shown in the 2020 Proxy Statement.

 

Number of

Shares

Voted For

 

Number of

Shares

Voted Against

 

Number of

Shares

Abstaining

 

Number of

Broker

Non-Votes

26,771,198   828,451   41,833   5,623,341

 

Matter Three. Approval of an amendment to the Company’s Omnibus Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder.

.

 

Number of

Shares

Voted For

 

Number of

Shares

Voted Against

 

Number of

Shares

Abstaining

 

Number of

Broker

Non-Votes

26,613,423   1,003,252   24,807   5,623,341

 

Matter Four. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

 

Number of

Shares

Voted For

 

Number of

Shares

Voted Against

 

Number of

Shares

Abstaining

 

Number of

Broker

Non-Votes

32,282,041   972,551   10,231   0

 

 


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

PLAYAGS, INC.

 

 

 

 

 

Dated: July 2, 2020

By:

/s/ Victor Gallo

 

 

 

Name: Victor Gallo

 

 

 

Title: Secretary and General Counsel

 

 

 

 

 

 

 
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