Everi Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$EVRI
Services-Misc. Amusement & Recreation
Consumer Discretionary
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)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(800 ) 833-7110
(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2025, at the 2025 Annual Meeting of Stockholders of Everi Holdings Inc. (the “Company”), stockholders voted on the proposals identified herein, which were previously disclosed in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 18, 2025 (the “2025 Proxy Statement”).
1. Election of three Class II director nominees named in the 2025 Proxy Statement to serve until the Company’s 2028 annual meeting of stockholders.
The stockholders voted to re-elect Geoffrey P. Judge, Michael D. Rumbolz and Debra L. Nutton as Class II directors to the Board of Directors of the Company for a term expiring at the 2028 annual meeting of stockholders, and to hold office until the designated annual meeting or until their successors are elected and qualified, or until their earlier resignation. The table below indicates the voting results:
| For | Withheld | Broker Non-Votes | ||||||||||||||||||
| Geoffrey P. Judge | 53,360,967 | 2,712,772 | 13,376,966 | |||||||||||||||||
| Michael D. Rumbolz | 52,628,797 | 3,444,942 | 13,376,966 | |||||||||||||||||
| Debra L. Nutton | 53,981,607 | 2,092,132 | 13,376,966 | |||||||||||||||||
2. Approval, on an advisory non-binding basis, of the compensation of the Company’s named executive officers as shown in the 2025 Proxy Statement.
The stockholders voted to approve, on an advisory non-binding basis, the compensation of the Company’s named executive officers. The table below indicates the voting results:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 54,247,423 | 731,212 | 1,095,104 | 13,376,966 | |||||||||||||||||
3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
The stockholders voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The table below indicates the voting results:
| For | Against | Abstain | ||||||||||||
| 69,117,216 | 115,706 | 217,783 | ||||||||||||
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.
| EVERI HOLDINGS INC. | |||||||||||
| Date: May 23, 2025 | By: | /s/ Todd A. Valli | |||||||||
| Todd A. Valli, Senior Vice President, Chief Accounting Officer | |||||||||||