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Monarch Casino (NASDAQ: MCRI) 2026 meeting elects directors and backs pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Monarch Casino & Resort, Inc. reported results of its Annual Meeting of Stockholders held on May 27, 2026. A total of 15,683,618 shares, representing 88.4% of shares outstanding as of the record date, were present or represented by proxy, indicating strong participation.

Stockholders elected John Farahi, Craig F. Sullivan and Paul Andrews to serve as directors until the 2028 annual meeting, and elected Hope S. Taitz to serve until the 2027 annual meeting. Stockholders also approved, on a non-binding advisory basis, the executive compensation of the company’s named executive officers as disclosed in its 2026 proxy statement.

Positive

  • None.

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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.
Shares represented 15,683,618 shares Present or by proxy at May 27, 2026 annual meeting
Participation rate 88.4% Portion of shares outstanding as of record date represented
Say-on-pay votes for 13,721,113 votes Non-binding advisory approval of executive compensation
Say-on-pay votes against 296,151 votes Non-binding advisory approval of executive compensation
Votes for John Farahi 13,238,531 votes Director election at 2026 annual meeting
Votes for Craig F. Sullivan 10,584,198 votes Director election at 2026 annual meeting
Votes for Paul Andrews 15,354,829 votes Director election at 2026 annual meeting
Votes for Hope S. Taitz 15,648,871 votes Director election at 2026 annual meeting
Annual Meeting of Stockholders financial
"On May 27, 2026, Monarch Casino & Resort, Inc. held its Annual Meeting of Stockholders"
non-binding advisory basis financial
"Stockholders approved, on a non-binding advisory basis, the executive compensation"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
named executive officers financial
"executive compensation as disclosed in the 2026 proxy statement of the Company's named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
Broker Non-Vote financial
"Director Nominee | For | Against | Abstain | Broker Non-Vote"
MONARCH CASINO & RESORT INC0000907242false00009072422026-05-272026-05-27

 

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 27, 2026

Monarch Casino & Resort, Inc.

(Exact name of registrant as specified in its charter)

Nevada

 

0-22088

 

88-0300760

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

3800 South Virginia Street, Reno, Nevada

 

89502

(Address of principal executive offices)

 

(Zip Code)

Registrant's telephone number, including area code:  (775) 335-4600

Not applicable.

(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

Name of each exchange on which registered

Common Stock, $0.01 par value

MCRI

The Nasdaq Stock Market LLC (Nasdaq-GS)

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 27, 2026, Monarch Casino & Resort, Inc. (the "Company") held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 15,683,618 shares, or 88.4%, 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 two proposals presented were as follows:

Proposal 1 – Stockholders elected John Farahi, Craig F. Sullivan and Paul Andrews, each nominated by the board of directors, to serve until the 2028 annual meeting of stockholders and until his successor is elected and qualified, or until such director's earlier death, resignation or removal. Stockholders elected Hope S. Taitz, nominated by the board of directors, to serve until the 2027 annual meeting of stockholders and until her successor is elected and qualified, or until such director's earlier death, resignation or removal.

Director Nominee

 

For

 

Against

Abstain

 

Broker Non-Vote

John Farahi

 

13,238,531

2,442,943

3,144

0

Craig F. Sullivan

10,584,198

5,096,097

3,323

0

Paul Andrews

15,354,829

325,465

3,324

0

Hope S. Taitz

15,648,871

31,433

3,314

0

Proposal 2 – Stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the 2026 proxy statement of the Company's named executive officers.

For

Against

Abstain

Broker Non-Vote

13,721,113

296,151

1,666,354

0

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.

9

 

Monarch Casino and Resort, Inc.

 

 

Date: May 29, 2026

/s/ Edwin S. Koenig

 

Edwin S. Koenig, Chief Accounting Officer

(Principal Financial and Accounting Officer and Duly Authorized Officer)

FAQ

What did Monarch Casino & Resort (MCRI) stockholders vote on at the 2026 annual meeting?

Stockholders elected four directors and approved executive compensation on a non-binding advisory basis. John Farahi, Craig F. Sullivan and Paul Andrews were elected through the 2028 meeting, while Hope S. Taitz was elected through the 2027 meeting, with say-on-pay also passing.

How many Monarch Casino & Resort (MCRI) shares were represented at the 2026 annual meeting?

A total of 15,683,618 Monarch Casino & Resort shares were present or represented by proxy. This represented 88.4% of shares outstanding as of the record date, reflecting high stockholder participation in the 2026 Annual Meeting of Stockholders.

Which directors were elected at Monarch Casino & Resort’s 2026 annual meeting?

Stockholders elected John Farahi, Craig F. Sullivan and Paul Andrews to serve as directors until the 2028 annual meeting. They also elected Hope S. Taitz to serve until the 2027 annual meeting, with each director continuing until a successor is elected and qualified.

How did Monarch Casino & Resort (MCRI) stockholders vote on executive compensation in 2026?

Stockholders approved the company’s executive compensation on a non-binding advisory basis. The say-on-pay resolution received 13,721,113 votes for, 296,151 against and 1,666,354 abstentions, with no broker non-votes reported on this proposal according to the 8-K disclosure.

What were the vote totals for Monarch director nominee John Farahi in 2026?

John Farahi received 13,238,531 votes for, 2,442,943 votes against and 3,144 abstentions, with no broker non-votes. These results show that stockholders provided sufficient support for his election to Monarch Casino & Resort’s board of directors through the 2028 annual meeting.

Did any proposal fail at Monarch Casino & Resort’s 2026 annual meeting?

No proposals failed at the 2026 annual meeting. All four director nominees—John Farahi, Craig F. Sullivan, Paul Andrews and Hope S. Taitz—were elected, and the non-binding advisory vote approving named executive officer compensation also received stockholder approval based on the reported vote counts.

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