cnty-schedule14A

DEF 14A 1 cnty-20210430xdef14a.htm DEF 14A cnty-schedule14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

CENTURY CASINOS, INC.

_______________________________________________

(Name of Registrant as Specified In Its Charter)

_______________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LETTER FROM OUR CHAIRMAN

Dear Stockholder:

We cordially invite you to electronically attend the Annual Meeting of Stockholders of Century Casinos, Inc., which will be held on Wednesday, June 9, 2021 at 8:00 a.m. Mountain Daylight Time. We are pleased to announce that this year’s Annual Meeting will again be a virtual meeting via live webcast on the Internet. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/cnty2021.

At the Annual Meeting, you will be asked to vote on proposals to elect two Class III directors to our Board of Directors, ratify the appointment of our independent registered public accounting firm, approve an advisory (non-binding) resolution regarding the compensation of our named executive officers and consider such other business as may properly come before the meeting.

Enclosed is a notice of the Annual Meeting, the proxy statement and proxy card along with a copy of our Annual Report on Form 10-K for the 2020 fiscal year.

We encourage you to read the enclosed proxy statement and vote promptly. If you attend the Annual Meeting, you may vote in person via the Internet even if you previously voted by proxy. Thank you for your interest and support.

	Sincerely,

	/s/ Erwin Haitzmann
	Erwin Haitzmann
	Chairman of the Board of Directors

April 30, 2021

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DATE AND TIME

Wednesday, June 9, 2021

8:00 a.m. Mountain Daylight Time

PLACE

Virtual Meeting

www.virtualshareholdermeeting.com/cnty2021

RECORD DATE

Wednesday, April 21, 2021

, 8:0 Time 4:00 p.m. Central European Summer Time PLACE Virtual Meeting www.virtualshareholdermeeting.com/cnty2018 RECORD DATE Tuesday, April 17, 2018

ANNUAL MEETING PROPOSALS

1 ELECTION of two Class III directors to our Board of Directors

2 RATIFICATION of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2021

3 APPROVAL of an advisory (non-binding) resolution regarding the compensation of our named executive officers

4 transaction of such other business as may properly come before the meeting in accordance with our bylaws or any adjournment or postponement thereof

PROXY VOTING

Only those stockholders of record owning shares of our common stock at the close of business on April 21, 2021 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement of the Annual Meeting. A complete list of these stockholders will be available for ten days prior to the meeting at the office of our Corporate Secretary at 455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado 80903, and at the Annual Meeting.

To attend the Annual Meeting via the live webcast, go to www.virtualshareholdermeeting.com/cnty2021 at least 15 minutes prior to the start time to register. Click on the link to the audio-only webcast on that page and a script will take you through the steps necessary to access the webcast. In order to ask questions and submit a ballot at the meeting, you must have a Broadridge-issued control number and enter it when prompted.

Our proxy statement is enclosed. Stockholders who cannot attend the meeting via the Internet should vote by using the enclosed proxy card. Please fill in, date, sign and return the enclosed proxy card in the enclosed envelope so that your shares may be voted at the meeting. If you attend the meeting via the Internet, you may revoke your proxy and vote in person. Your vote is important.

	By order of the Board of Directors,
	/s/ Margaret Stapleton
	Margaret Stapleton
	Chief Financial Officer and Corporate Secretary

Colorado Springs, Colorado

April 30, 2021

TABLE OF CONTENTS

2021 ANNUAL MEETING OF STOCKHOLDERS	1	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	16
Voting Rights and Outstanding Shares	1		16
Quorum and Votes Required	2	Certain Relationships and Related Transactions	17
Stockholder Proposals	2	COMPENSATION DISCUSSION AND ANALYSIS	18
Stockholder Communications and Director Nominations	2	Overview of Compensation Goals and Objectives	18
Stockholder Communications and Director Nominations	2	Company Business Developments	19
Householding	3	Compensation Policy	20
CERTAIN INFORMATION REGARDING THE BOARD	4	Compensation Program Design	21
Audit Committee	4	Roles in Establishing Compensation	21
Compensation Committee	5	Use of Peer Group and Other Market Data	21
Governance and Nominating Committee	6	Consideration of Say-On-Pay Results and Stockholder Input	22
Director Selection Process	7	Consideration of Say-On-Pay Results and Stockholder Input	22
Board Leadership Structure	7	Elements of Compensation	22
Risk Oversight	7	Compensation Committee Report	30
Compensation Committee Interlocks and Insider Participation	8	EXECUTIVE COMPENSATION	31
Compensation Committee Interlocks and Insider Participation	8	Summary Compensation Table	31
Director Compensation	8	2020 Grants of Plan-Based Awards	33
PROPOSALS REQUIRING YOUR VOTE	9	Outstanding Equity Awards at 2020 Fiscal Year-End	34
Proposal No. 1 Election of Directors	9	Option Exercises and Stock Vested in 2020	35
Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm	10	Executive Agreements	35
	10	2020 Potential Payments Upon Termination or Change of Control	37
Change in Independent Registered Public Accounting Firm	10		37
Change in Independent Registered Public Accounting Firm	10	EQUITY COMPENSATION PLAN INFORMATION	43
Principal Accounting Fees and Services	10	CEO PAY RATIO DISCLOSURE	43
Report of the Audit Committee of the Board of Directors
Report of the Audit Committee of the Board of Directors	12
Proposal No. 3 Advisory Vote on Executive Compensation	13
Proposal No. 3 Advisory Vote on Executive Compensation	13
INFORMATION REGARDING DIRECTORS	14
Code of Business Conduct and Ethics	15

2021 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Century Casinos, Inc. for the Annual Meeting of Stockholders (“Annual Meeting”) to be held at the following date, time and place, and at any postponements or adjournments thereof:

June 9, 2021	Virtual Meeting
8:00 a.m. Mountain Daylight Time	www.virtualshareholdermeeting.com/cnty2021

Matters to be considered and acted upon are set forth in the accompanying Notice of Annual Meeting of Stockholders and this proxy statement and are more fully described herein. The enclosed materials were first mailed on or about April 30, 2021 to our stockholders of record as of April 21, 2021.

YOUR VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 9, 2021. This proxy statement and the Annual Report on Form 10-K are available at www.proxyvote.com. None of the information contained in our Annual Report on Form 10-K is proxy solicitation material.

VOTING RIGHTS AND OUTSTANDING SHARES

Only stockholders of record at the close of business on April 21, 2021 will be entitled to vote at the Annual Meeting. On that date, there were 29,575,962 shares outstanding of our common stock, our only class of voting securities. Each share of common stock is entitled to one vote per share. Cumulative voting in the election of directors is not permitted.

All properly executed proxies received prior to the Annual Meeting will be voted at the Annual Meeting. If a stockholder directs how a proxy is to be voted with respect to the business coming before the Annual Meeting, the proxy will be voted in accordance with the stockholder’s directions. If a stockholder does not direct how a proxy is to be voted, it will be voted as the Board recommends, which is as follows:


PROPOSALS	PAGE	RECOMMENDATION
Proposal No. 1: Election of Directors FOR the election of the nominees to the Board listed in this proxy statement and on the proxy card	9	YES
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm FOR the ratification of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2021	10	YES
Proposal No. 3: Advisory Vote to Approve Executive Compensation FOR the approval of the advisory (non-binding) resolution regarding the compensation of our named executive officers	13	YES

A proxy may be revoked at any time before it is exercised by giving written notice to our Corporate Secretary at Century Casinos, Inc., 455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado 80903 or by delivery of a subsequently executed proxy. Stockholders may vote their shares in person if they attend the Annual Meeting, even if they have executed and returned a proxy. Stockholders will not be able to vote their shares by phone at the meeting.

Proxies are being solicited by mail, and, in addition, our directors, officers and regular employees (who will not receive any additional compensation) may solicit proxies personally, by telephone, by email, or by special correspondence. We will reimburse brokerage firms and others for their expenses in forwarding proxy materials to the beneficial owners of our common stock. All expenses involved in preparing, assembling and mailing this proxy statement and the enclosed material and in connection with the solicitation of proxies in regard to the proposals brought forward by us and included in this proxy statement will be paid by us.


Century Casinos, Inc. 2021 Proxy Statement	1 \| 43

QUORUM AND VOTES REQUIRED

The holders of a majority of our issued and outstanding shares of common stock, represented either in person or by proxy and entitled to vote at the meeting, will constitute a quorum for the transaction of business at the Annual Meeting. A vote of the holders of a majority of the common stock present, either in person or by proxy, and entitled to vote, is required to elect the director nominees, to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2021 and to approve the advisory (non-binding) resolution regarding the compensation of our named executive officers (“NEOs”).

A stockholder entitled to vote may abstain from voting for nominees for director in the election of directors and may abstain from voting on any of the other proposals. Abstentions are counted for purposes of determining a quorum to conduct business. Abstentions will have the effect of a vote “against” a proposal, because an abstention represents a share entitled to vote and is included in the denominator in determining the percentage approved. The inspectors of election will treat broker non-votes, which are shares held by brokers or nominees for which the broker or nominee has no discretionary power to vote on a particular matter and for which they have received no instructions from the beneficial owners or persons entitled to vote, as shares that are present for purposes of determining the presence of a quorum. However, for purposes of determining the outcome of any matters as to which the broker has indicated on the proxy that it does not have discretionary authority to vote, including the election of directors, those shares will be treated as not entitled to vote with respect to that matter (even though those shares may be entitled to vote on other matters).

STOCKHOLDER PROPOSALS

If you are a stockholder who wishes to present a proposal for inclusion in the proxy statement and form of proxy for consideration at our 2022 Annual Meeting of Stockholders, you must submit your proposals to the attention of our Corporate Secretary at our executive office at 455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado 80903, so that the proposal is received by us no later than December 31, 2021. In order for a stockholder proposal to be properly considered at the 2022 Annual Meeting, our Corporate Secretary must have received notice of the proposal no sooner than December 11, 2021 and no later than February 9, 2022, in accordance with our amended and restated bylaws. Proposals received by us before December 11, 2021 or after February 9, 2022 will be deemed untimely and will not be considered at the 2022 Annual Meeting.

STOCKHOLDER COMMUNICATIONS AND DIRECTOR NOMINATIONS

Stockholders or other interested parties may communicate with our Board, any individual director, or members of any Board committee. Stockholders should send any communications to investor@cnty.com, and identify the intended recipient or recipients. All communications addressed to the Board or any identified director or directors will be forwarded to the identified person or persons.

In order to nominate candidates for election to our Board, nominations must be timely received from a stockholder at our executive office at 455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado 80903, as described above under “Stockholder Proposals”, and must set forth the name, age, business address and residence address of each nominee, the nominees’ principal occupation or employment, the number of shares of our common stock owned by each nominee, and any other information regarding each nominee required to be disclosed by our amended and restated bylaws or by applicable laws. The nomination must also state the name and address of the stockholder making such nominations and the number of shares of common stock owned by such person.


Century Casinos, Inc. 2021 Proxy Statement	2 \| 43

HOUSEHOLDING

To reduce the expense of delivering duplicate proxy solicitation materials, we and some brokers may take advantage of the “householding” rules of the Securities and Exchange Commission (“SEC”). These householding rules permit the delivery of only one set of proxy solicitation materials to stockholders who share the same address, unless otherwise requested. Any stockholder of record who shares an address with another stockholder of record and who has received only one set of proxy solicitation materials may receive a separate copy of those materials, without charge, or request future delivery of separate materials upon writing our Corporate Secretary at 455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado 80903 or calling (719) 527-8300. Likewise, any stockholder of record who shares an address with another stockholder of record and who has received multiple sets of proxy solicitation materials may request future delivery of a single copy of those materials upon writing our Corporate Secretary at 455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado 80903 or calling (719) 527-8300.

If you consent to householding, your election will remain in effect until you revoke it. Should you later revoke your consent, you will be sent separate copies of those documents that are mailed at least thirty days or more after receipt of your revocation.


Century Casinos, Inc. 2021 Proxy Statement	3 \| 43

CERTAIN INFORMATION REGARDING THE BOARD

The following table presents the current members of the Board, the committees on which they serve, and whether they are independent under Nasdaq Stock Market (“Nasdaq”) listing standards and SEC rules.


NAME	AUDIT COMMITTEE	COMPENSATION COMMITTEE	GOVERNANCE AND NOMINATING COMMITTEE	INDEPENDENT
Erwin Haitzmann
Peter Hoetzinger
Eduard Berger	✓		✓	✓
Gottfried Schellmann	✓ Chair	✓ Chair	✓ Chair	✓
Dinah Corbaci	✓	✓	✓	✓

The Board held three meetings during 2020. During 2020, each director attended at least 75% of the meetings of the Board held during the period for which he or she has been a director and of each committee held during the period that he or she has served as a member. A majority of our directors are independent directors, as required by the Nasdaq listing standards. Our Board determines whether a director is independent through a broad consideration of facts and circumstances, including an assessment of the materiality of any relationship between us and a director not merely from the director’s standpoint, but also from that of persons or organizations with which the director has an affiliation. In making this determination, the Board adheres to the independence criteria defined by the Nasdaq listing standards and applicable SEC rules.

Our policy regarding attendance by members of the Board at our Annual Meeting of Stockholders is to encourage directors to attend, either in person or by teleconference, subject to their availability during that time. All members of the Board attended the 2020 Annual Meeting.


AUDIT COMMITTEE
MEMBERS
Gottfried Schellmann (Chairman)	Independent: All
Eduard Berger	Audit Committee Financial Expert: Gottfried Schellmann
Dinah Corbaci	Nasdaq/SEC Qualified: All

RESPONSIBILITIES
 Selects and appoints our independent registered public accounting firm.  Reviews the independence and performance of the independent registered public accounting firm.  Reviews our system of internal controls.  Oversees risk management.  Reviews actions taken to comply with applicable gaming rules and regulations.  Reviews compliance with our Code of Business Conduct and Ethics.	 Approves the services and fees of the independent registered public accounting firm.  Reviews our annual and quarterly financial statements and the independent registered public accounting firm’s opinion rendered with respect to such financial statements.  Reviews disclosures in our Form 10-K, Form 10-Q and proxy statement filings with the SEC.  Reviews related party transactions.

The Audit Committee of the Board is governed by an Amended and Restated Charter and Powers of the Audit Committee, a current copy of which can be found at www.cnty.com/investor/governance/facts-overview/. During 2020, the Audit Committee held four meetings.


Century Casinos, Inc. 2021 Proxy Statement

SEC Form DEF 14A filed by Century Casinos, Inc.