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 17, 2022

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BALLY'S CORPORATION

Delaware			001-38850			20-0904604
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

100 Westminster Street
Providence			RI			02903
(Address of Principal Executive Offices and Zip Code)

________________________

[phone]

(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:

☐    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			Name of each exchange on which registered
Common stock, $0.01 par value			BALY			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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    □

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.

Bally's Corporation (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”) virtually on May 17, 2022. There were 52,041,478 outstanding shares of common stock entitled to vote at the Annual Meeting, of which 41,892,896 were present or represented by proxy. The Company’s shareholders voted on four proposals at the Annual Meeting. The results of voting on four proposals, including final voting tabulations, are set forth below.

Proposal 1 - Election of Directors

At the Annual Meeting, the shareholders elected Soohyung Kim, Robeson M. Reeves and James A. Ryan to serve as directors for a term of three years. The vote was as follows:

			For						Against						Abstain						Broker Non-Votes
Soohyung Kim			34,702,559						—						4,637,089						2,553,248
Robeson M. Reeves			38,358,547						—						981,101						2,553,248
James A. Ryan			38,866,041						—						473,607						2,553,248

Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm

At the Annual Meeting, the shareholders approved the ratification of the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. The vote was as follows:

For						Against						Abstain						Broker Non-Votes
41,772,190						80,344						40,362						—

Proposal 3 - Approval, on a Non-binding Advisory Basis, of the Compensation Paid to the Company's Named Executive Officers

At the Annual Meeting, the vote to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers was as follows:

For						Against						Abstain						Broker Non-Votes
38,020,047						1,273,842						45,759						2,553,248

Proposal 4 - Approval, on a Non-binding Advisory Basis, of the Frequency of Future Advisory Votes by Shareholders on the Compensation Paid to the Company's Named Executive Officers

At the Annual Meeting, the vote to approve, on a non-binding advisory basis, the frequency of future shareholder advisory votes regarding the compensation paid to the Company’s named executive officers was as follows:

3 Years						2 Years						1 Year						Abstain
106,283						11,874						39,066,926						154,565

Based on this result and in accordance with the previous recommendation of the Company’s Board of Directors, the Company will hold a non-binding advisory vote on the compensation paid to the Company’s named executive officers every year.

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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.

			BALLY'S CORPORATION
			By:			/s/ Craig Eaton
			Name:			Craig Eaton
			Title:			Executive Vice President, General Counsel Retail and Bally's Corporate

Date: May 19, 2022