Directors re-elected as Full House Resorts (NASDAQ: FLL) investors vote on 2026 proposals

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Full House Resorts, Inc. reported the results of its annual stockholder meeting, where 26,191,912 shares, or 72.4% of shares outstanding as of the record date, were represented. Stockholders elected seven directors to serve until the 2027 annual meeting or until successors are elected and qualified.

Stockholders did not approve an amendment and restatement of the certificate of incorporation relating to director qualifications and disqualification, even though it was initially announced as approved based on preliminary results. They ratified Ernst & Young LLP as independent registered public accounting firm for 2026 and approved, on an advisory basis, the company’s named executive officer compensation.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Shares represented at meeting: 26,191,912 shares Votes for Proposal 2: 13,320,516 votes for Votes against Proposal 2: 75,396 votes against +4 more

7 metrics

Shares represented at meeting 26,191,912 shares 72.4% of shares outstanding as of record date

Votes for Proposal 2 13,320,516 votes for Charter amendment on director qualifications

Votes against Proposal 2 75,396 votes against Charter amendment on director qualifications

Auditor ratification votes for 26,103,300 votes for Ernst & Young LLP as 2026 independent auditor

Say-on-pay votes for 12,779,717 votes for Advisory vote on named executive officer compensation

Broker non-votes on director elections 12,723,241 broker non-votes Each of the seven director election proposals

Votes for Daniel R. Lee 13,390,463 votes for Director election to serve until 2027 annual meeting

Key Terms

broker non-votes, independent registered public accounting firm, named executive officer compensation, advisory basis, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 12,723,241"

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

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026"

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.

named executive officer compensation financial

"approved, on an advisory basis, the Company’s named executive officer compensation as disclosed in the 2026 proxy statement"

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

advisory basis financial

"approved, on an advisory basis, the Company’s named executive officer compensation"

Annual Meeting of Stockholders financial

"held its Annual Meeting of Stockholders"

Understanding 8-K Material Events →

05/20/2026 - 08:14 AM

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): May 14, 2026

FULL HOUSE RESORTS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-32583		13-3391527
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

One Summerlin 1980 Festival Plaza Drive, Suite 680 Las Vegas, Nevada		89135
(Address of principal executive offices)		(Zip Code)

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


	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:

☐ 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, $0.0001 par value per share	FLL	The Nasdaq Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders

On May 14, 2026, Full House Resorts, Inc. (the “Company”) held its Annual Meeting of Stockholders. A total of 26,191,912 shares (72.4% 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:

Proposal 1 – Stockholders elected the following seven directors nominated by the board of directors, to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified:


Director Nominee	For	Against	Abstain	Broker Non-Votes
Carl G. Braunlich	13,208,739	95,015	164,917	12,723,241
Lewis A. Fanger	13,216,982	87,474	164,215	12,723,241
Eric J. Green	13,264,093	41,365	163,213	12,723,241
Lynn M. Handler	13,264,518	41,028	163,125	12,723,241
Daniel R. Lee	13,390,463	60,972	17,236	12,723,241
Kathleen M. Marshall	13,161,093	144,502	163,076	12,723,241
Michael P. Shaunnessy	13,163,004	141,191	164,476	12,723,241

Proposal 2 – Stockholders did not approve of the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation, as amended, to include certain provisions relating to director qualifications and disqualification:


For	Against	Abstain	Broker Non-Votes
13,320,516	75,396	72,759	12,723,241

Based on a preliminary review of voting results, it was announced at the annual meeting that Proposal 2 had been approved by the stockholders. However, after reviewing the final voting results, Proposal 2 did not receive the required vote of a majority of the outstanding shares of the Company’s common stock entitled to vote at the annual meeting.

Proposal 3 – Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026:


For	Against	Abstain	Broker Non-Votes
26,103,300	19,305	69,307	―

Proposal 4 – Stockholders approved, on an advisory basis, the Company’s named executive officer compensation as disclosed in the 2026 proxy statement:


For	Against	Abstain	Broker Non-Votes
12,779,717	553,513	135,441	12,723,241

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.

		Full House Resorts, Inc.

Date: May 20, 2026		/s/ Lewis A. Fanger
		Lewis A. Fanger, President, Chief Financial Officer & Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What was the shareholder turnout at Full House Resorts (FLL)'s 2026 annual meeting?

Shareholder participation was strong, with 26,191,912 shares represented, equal to 72.4% of shares outstanding as of the record date. This level of turnout indicates broad shareholder engagement in director elections and the key governance and compensation proposals presented.

Which directors were elected at Full House Resorts (FLL)'s 2026 annual meeting?

Stockholders elected seven directors: Carl G. Braunlich, Lewis A. Fanger, Eric J. Green, Lynn M. Handler, Daniel R. Lee, Kathleen M. Marshall, and Michael P. Shaunnessy. Each will serve until the 2027 annual meeting or until a successor is duly elected and qualified.

What happened with Proposal 2 on director qualifications at Full House Resorts (FLL)?

Proposal 2, to amend and restate the certificate of incorporation regarding director qualifications and disqualification, received 13,320,516 votes for, 75,396 against, and 72,759 abstentions. Final results showed it did not obtain the required majority of outstanding shares and therefore was not approved.

Did Full House Resorts (FLL) stockholders ratify the 2026 auditor?

Yes. Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for 2026, with 26,103,300 votes for, 19,305 against, and 69,307 abstentions. There were no broker non-votes recorded for this auditor ratification proposal.

How did Full House Resorts (FLL) stockholders vote on executive compensation in 2026?

On an advisory basis, stockholders approved the company’s named executive officer compensation as disclosed in the 2026 proxy statement. Proposal 4 received 12,779,717 votes for, 553,513 against, 135,441 abstentions, and 12,723,241 broker non-votes, indicating support among voting shares cast.

Was there any discrepancy between preliminary and final voting results at Full House Resorts (FLL)?

Yes. It was announced at the annual meeting, based on a preliminary review, that Proposal 2 had been approved. After reviewing the final voting results, the company determined that Proposal 2 did not receive the required majority of outstanding shares and was not approved.

Filing Exhibits & Attachments

3 documents