Full House Resorts (FLL) Proxy filing summary

Executive summary

• American Place in Illinois saw a 13% revenue increase and was recognized as a top employer; plans are underway to transition from a temporary to a permanent facility by 2027, pending regulatory extensions and financing completion.

• Colorado operations faced challenges but improved after a management overhaul; legacy properties had mixed results, with some revenue declines and ongoing refurbishments impacting performance.

• The company is focused on securing funding for major projects, refinancing debt, and managing leverage ratios amid volatile capital markets.

• Forward-looking statements highlight expectations for growth, construction timelines, and operational improvements, with risks tied to market conditions and regulatory approvals.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, amending the certificate of incorporation for director qualifications, ratifying Ernst & Young LLP as auditor, and an advisory vote on executive compensation.

• Board recommends voting in favor of all proposals; abstentions and broker non-votes are treated according to proposal type.

• No dissenter's or appraisal rights are available for these proposals.

Board of directors and corporate governance

• Board consists of seven members, with a majority deemed independent under Nasdaq standards; separate CEO and Chairman roles are maintained.

• Four standing committees: audit, compensation, compliance, and nominating/corporate governance, all chaired by independent directors except compliance.

• Board retirement policy requires directors to retire after their 75th birthday.

• Directors attended at least 75% of meetings in 2025; all attended the annual meeting.