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Century Casinos (NASDAQ: CNTY) reports outcomes of 2026 annual shareholder meeting votes

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Century Casinos, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 22, 2026. Stockholders elected Class II directors Peter Hoetzinger and Mitchell Etess, each receiving over 13 million votes in favor with more than 1.4 million votes against and broker non-votes recorded.

Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 21,657,786 votes for, 80,969 against and 728,594 abstentions. An advisory resolution approving compensation of named executive officers received 10,805,746 votes for, 3,389,851 against and 410,198 abstentions, with broker non-votes also reported.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Peter Hoetzinger 12,874,218 votes Election of Class II director at 2026 annual meeting
Votes for Mitchell Etess 13,128,031 votes Election of Class II director at 2026 annual meeting
Auditor ratification for votes 21,657,786 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Auditor ratification against votes 80,969 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Say-on-pay for votes 10,805,746 votes Advisory resolution on named executive officer compensation
Say-on-pay against votes 3,389,851 votes Advisory resolution on named executive officer compensation
Broker non-votes on Proposal 3 7,861,554 votes Advisory resolution on executive compensation
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm for the fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory (non-binding) resolution financial
"an advisory (non-binding) resolution regarding the compensation of the Company’s named executive officers"
An advisory (non-binding) resolution is a shareholder vote that expresses investors’ opinion or recommendation to a company’s board but does not legally force any action. Think of it as a public poll or suggestion: it can influence management decisions, reputation, and future binding measures because persistent investor opposition often prompts change. Investors watch these votes to gauge corporate governance, potential risks, and whether management is aligned with shareholder priorities.
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"
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FAQ

What did Century Casinos (CNTY) shareholders decide at the 2026 annual meeting?
Shareholders elected two Class II directors, ratified Ernst & Young LLP as auditor for 2026 and approved an advisory resolution on executive compensation. Each proposal received more votes for than against, with broker non-votes reported where applicable.

Were Century Casinos’ director nominees elected at the 2026 annual meeting?
Yes. Peter Hoetzinger received 12,874,218 votes for and Mitchell Etess received 13,128,031 votes for. Both nominees had fewer than 1.7 million votes against, with additional abstentions and broker non-votes recorded on the director proposals.

Did Century Casinos (CNTY) shareholders ratify Ernst & Young as auditor for 2026?
Yes. Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 21,657,786 votes for, 80,969 against and 728,594 abstentions on the auditor ratification proposal.

How did Century Casinos shareholders vote on executive compensation in 2026?
On the advisory resolution regarding compensation of named executive officers, shareholders cast 10,805,746 votes for, 3,389,851 votes against and 410,198 abstentions. Broker non-votes totaling 7,861,554 were also reported on this non-binding say-on-pay proposal.

What proposals were on the agenda at Century Casinos’ 2026 annual meeting?
There were three proposals: election of two Class II directors, ratification of Ernst & Young LLP as independent registered public accounting firm for 2026, and an advisory, non-binding resolution on the compensation of the company’s named executive officers, all of which received majority support.
false000091114700009111472026-06-222026-06-22

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): June 22, 2026

CENTURY CASINOS, INC.

(Exact Name of Registrant as specified in its charter)

Delaware

0-22900

84-1271317

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification Number)

455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado

80903

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

719-527-8300

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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Per Share Par Value

CNTY

Nasdaq Capital Market, Inc.

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 5.07Submission of Matters to a Vote of Security Holders.

Century Casinos, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 22, 2026. The final voting results on each proposal brought before the Annual Meeting are as follows:

Proposal 1: To elect two Class II directors to the Company’s Board of Directors

 

For

Against

Abstain

Broker Non-Votes

Peter Hoetzinger

12,874,218

1,691,257

40,320

7,861,554

Mitchell Etess

13,128,031

1,447,955

29,809

7,861,554

Proposal 2: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026

For

Against

Abstain

21,657,786

80,969

728,594

Proposal 3: To consider and vote upon an advisory (non-binding) resolution regarding the compensation of the Company’s named executive officers

For

Against

Abstain

Broker Non-Votes

10,805,746

3,389,851

410,198

7,861,554

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

104

Cover Page Interactive Data File, formatted in Inline XBRL

SIGNATURE

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.

Century Casinos, Inc.

Date: June 23, 2026

By: /s/ Margaret Stapleton

Margaret Stapleton

Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Other Documents