ags20230711_8k.htm
false 0001593548 0001593548 2023-07-07 2023-07-07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K
 
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
July 7, 2023 (July 7, 2023)
Date of report (Date of earliest event reported)
 
PLAYAGS, INC.
(Exact name of registrant as specified in its charter)
 
 
Nevada
001-38357
46-3698600
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
6775 S. Edmond St., Suite #300
Las Vegas, Nevada, 89118
(Address of principal executive offices)(Zip Code)
 
(702) 722-6700
(Registrant’s Telephone Number, Including Area Code)
 
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 (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
Common stock, $0.01 par value
  
AGS
  
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
☒     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.
 
(a) Annual Meeting. The 2023 Annual Meeting of Stockholders of PlayAGS, Inc. (the “Company”) was held on July 7, 2023.
 
(b) Matters Voted Upon; Voting Results. The following matters were submitted for a vote of the Company’s stockholders.
 
Matter One. The election of two directors to the board of directors of the Company as a Class III director for a term of three years expiring at the Annual Meeting of Stockholders to be held in 2026.
 
Nominee
  
Number
of Shares
Voted For
  
Number of
Shares
Withheld
  
Number of
Broker
Non-Votes
David Lopez    21,167,566   1,277,149   7,762,021
Anna Massion   7,422,771   15,021,944   7,762,021
 
Matter Two. The advisory vote to approve the compensation of the Company’s named executive officers.
 
Number of
Shares
Voted For
  
Number of
Shares
Voted Against
  
Number of
Shares
Abstaining
  
Number of
Broker
Non-Votes
8,179,843   14,245,059   19,814   7,762,020
 
Matter Three. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
 
Number of
Shares
Voted For
  
Number of
Shares
Voted Against
  
Number of
Shares
Abstaining
  
Number of
Broker
Non-Votes
30,125,178   73,066   8,551   0
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
 
  
 PlayAGS, INC.
Dated: July 12, 2023
By:
/s/ Victor Gallo 
Name: Victor Gallo 
Title: Secretary and General Counsel