Red Rock Resorts (RRR) investors approve board slate, pay plan and EY as auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Red Rock Resorts, Inc. reported the results of its annual stockholder meeting held on June 4, 2026. Shareholders elected directors Frank J. Fertitta III, Lorenzo J. Fertitta, Robert A. Cashell Jr., Robert E. Lewis and James E. Nave, D.V.M., each receiving a majority of votes cast.

Stockholders also approved, on an advisory basis, the executive compensation "say-on-pay" proposal, with 491,689,658 votes for, 8,011,727 against and 31,054 abstentions. In addition, they ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 503,766,113 votes for.

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

Votes for Frank J. Fertitta III: 493,503,377 votes Votes for Lorenzo J. Fertitta: 490,785,883 votes Say-on-pay votes for: 491,689,658 votes +4 more

7 metrics

Votes for Frank J. Fertitta III 493,503,377 votes Director election at annual meeting on June 4, 2026

Votes for Lorenzo J. Fertitta 490,785,883 votes Director election at annual meeting on June 4, 2026

Say-on-pay votes for 491,689,658 votes Advisory executive compensation vote, Proposal 2

Say-on-pay votes against 8,011,727 votes Advisory executive compensation vote, Proposal 2

Auditor ratification votes for 503,766,113 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 99,490 votes Ratification of Ernst & Young LLP, Proposal 3

Broker non-votes on say-on-pay 4,140,988 votes Non-voting broker-held shares on Proposal 2

Key Terms

Annual Meeting of Stockholders, broker non-votes, say-on-pay, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 4, 2026"

broker non-votes financial

"Broker Non-Votes: 4,140,988 for each of Mr. Fertitta III, Mr. L. Fertitta"

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.

say-on-pay financial

"Proposal 2: “Say-on-pay” non-binding advisory vote"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

independent registered public accounting firm financial

"Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm"

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.

non-binding advisory vote financial

"Proposal 2: “Say-on-pay” non-binding advisory vote"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

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Understanding 8-K Material Events →

06/08/2026 - 04:01 PM

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 4, 2026

RED ROCK RESORTS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37754

47-5081182

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

1505 South Pavilion Center Drive, Las Vegas, Nevada 89135

(Address of Principal Executive Offices) (Zip Code)

702-495-3000

(Registrant’s telephone number, including area code)

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 (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

Class A Common Stock, $0.01 par value

RRR

NASDAQ Stock Market

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.

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 4, 2026, at which stockholders voted on the matters set forth below.

Proposal 1: Election of Directors


Nominee	For		Withheld
Frank J. Fertitta III		493,503,377		6,229,062
Lorenzo J. Fertitta		490,785,883		8,946,556
Robert A. Cashell, Jr.		482,161,756		17,570,683
Robert E. Lewis		480,681,195		19,051,244
James E. Nave, D.V.M.		482,867,580		16,864,859

Broker Non-Votes: 4,140,988 for each of Mr. Fertitta III, Mr. L. Fertitta, Mr. Cashell, Mr. Lewis and Dr. Nave.

Each of the foregoing directors was elected and received the affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum was present.

Proposal 2: “Say-on-pay” non-binding advisory vote


For	Against	Abstain
491,689,658	8,011,727	31,054

Broker Non-Votes: 4,140,988

The foregoing Proposal 2 was approved on an advisory basis.

Proposal 3: Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026


For	Against	Abstain
503,766,113	99,490	7,824

Broker Non-Votes: 0

The foregoing Proposal 3 was approved.

-2-

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.


	Red Rock Resorts, Inc.

Date: June 8, 2026	/s/ Stephen L. Cootey
	By:	Stephen L. Cootey
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

-3-

Source: View Original Filing on SEC EDGAR

FAQ

What did Red Rock Resorts (RRR) shareholders decide at the June 4, 2026 annual meeting?

Shareholders elected all nominated directors, approved the non-binding say-on-pay resolution, and ratified Ernst & Young LLP as independent auditor. Each item received strong majority support based on votes cast at the June 4, 2026 annual meeting.

How did Red Rock Resorts (RRR) shareholders vote on the 2026 director elections?

Shareholders elected Frank J. Fertitta III, Lorenzo J. Fertitta, Robert A. Cashell Jr., Robert E. Lewis and James E. Nave, D.V.M. Each nominee received a majority of votes cast, with additional broker non-votes of 4,140,988 recorded for each director.

What were the say-on-pay voting results for Red Rock Resorts (RRR) in 2026?

The advisory say-on-pay proposal received 491,689,658 votes for, 8,011,727 against and 31,054 abstentions. There were 4,140,988 broker non-votes. This outcome indicates shareholders approved the company’s executive compensation program on a non-binding basis.

Which auditor did Red Rock Resorts (RRR) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 503,766,113 votes for, 99,490 against and 7,824 abstentions, with no broker non-votes reported.

Were there significant broker non-votes at the Red Rock Resorts (RRR) 2026 annual meeting?

Broker non-votes totaled 4,140,988 for the director elections and the say-on-pay proposal, reflecting shares present but not voting on these matters. There were zero broker non-votes on the auditor ratification proposal, which is typically considered a routine item.

Filing Exhibits & Attachments

3 documents