Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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 25, 2023

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GOLDEN ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

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Minnesota			000-24993			41-1913991
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
6595 S Jones Boulevard
Las Vegas, Nevada						89118
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: [phone]

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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			GDEN			The Nasdaq Stock Market LLC

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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

Golden Entertainment, Inc. (the “Company”) held its 2023 annual meeting of shareholders on May 25, 2023 (the “Annual Meeting”), at which the Company’s shareholders voted on the matters set forth below.

Proposal 1: Election of Directors

						Votes For						Votes Withheld						Broker Non-Votes
Blake L. Sartini						23,133,406						214,218						1,769,598
Andy H. Chien						22,842,859						504,765						1,769,598
Ann D. Dozier						21,381,327						1,966,297						1,769,598
Mark A. Lipparelli						22,931,346						416,278						1,769,598
Anthony A. Marnell III						22,628,406						719,218						1,769,598
Terrance L. Wright						21,988,842						1,358,782						1,769,598

Each of foregoing directors was elected.

Proposal 2: To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting.

Votes For						Votes Against						Votes Withheld						Broker Non-Votes
19,470,557						3,871,844						5,223						1,769,598

The forgoing Proposal 2 was approved.

Proposal 3: To Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2023.

Votes For						Votes Against						Votes Withheld						Broker Non-Votes
25,030,045						80,999						6,178						—

The forgoing Proposal 3 was approved.

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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.

			GOLDEN ENTERTAINMENT, INC.
			(Registrant)
Dated: May 26, 2023			/s/ Charles H. Protell
			Name:			Charles H. Protell
			Title:			President and Chief Financial Officer