FULL HOUSE RESORTS INC 8-K

What Happened
Full House Resorts, Inc. (FLL) filed an 8‑K reporting the results of its Annual Meeting of Stockholders held on May 20, 2026. A total of 26,191,912 shares (72.4% of outstanding shares as of the record date) were present or represented by proxy. Stockholders elected all seven board nominees to serve until the 2027 annual meeting: Carl G. Braunlich; Lewis A. Fanger; Eric J. Green; Lynn M. Handler; Daniel R. Lee; Kathleen M. Marshall; and Michael P. Shaunnessy. The meeting also included votes on: (1) an amendment to the Certificate of Incorporation relating to director qualifications (Proposal 2), (2) ratification of Ernst & Young LLP as the independent auditor for 2026 (Proposal 3), and (3) an advisory vote on executive compensation (say‑on‑pay, Proposal 4).

Key Details

• Shares present/represented: 26,191,912 (72.4% of outstanding). Meeting date: May 20, 2026.
• Director elections (votes For / Against / Abstain; broker non‑votes = 12,723,241):
  • Carl G. Braunlich: 13,208,739 For; 95,015 Against; 164,917 Abstain.
  • Lewis A. Fanger: 13,216,982 For; 87,474 Against; 164,215 Abstain.
  • Eric J. Green: 13,264,093 For; 41,365 Against; 163,213 Abstain.
  • Lynn M. Handler: 13,264,518 For; 41,028 Against; 163,125 Abstain.
  • Daniel R. Lee: 13,390,463 For; 60,972 Against; 17,236 Abstain.
  • Kathleen M. Marshall: 13,161,093 For; 144,502 Against; 163,076 Abstain.
  • Michael P. Shaunnessy: 13,163,004 For; 141,191 Against; 164,476 Abstain.
• Proposal 2 (amend Certificate of Incorporation re: director qualifications): For 13,320,516; Against 75,396; Abstain 72,759; broker non‑votes 12,723,241. Although preliminarily announced as approved at the meeting, the final count shows Proposal 2 did not receive the required majority of outstanding shares entitled to vote.
• Proposal 3 (ratify Ernst & Young LLP as auditor): For 26,103,300; Against 19,305; Abstain 69,307.
• Proposal 4 (advisory vote on executive compensation): For 12,779,717; Against 553,513; Abstain 135,441; broker non‑votes 12,723,241.

Why It Matters

• Board continuity: All seven board nominees were elected and will serve through the 2027 annual meeting, maintaining current governance leadership.
• Governance proposal failed: The amendment to the Certificate of Incorporation (Proposal 2) did not achieve the required vote after final tallying, so the proposed changes to director qualifications will not take effect.
• Auditor and pay vote outcomes: Shareholders ratified Ernst & Young LLP as auditor for 2026, and the advisory say‑on‑pay vote was approved, indicating shareholder support for the company’s disclosed executive compensation.

Report filed and signed by Lewis A. Fanger (President, CFO & Treasurer) on May 20, 2026.