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 within months.

• Colorado operations faced challenges but improved after a management overhaul; legacy properties had mixed results, with Silver Slipper revenues down 4% and disruptions at Grand Lodge Casino due to hotel renovations.

• Management is focused on resolving funding and operational issues, aiming for long-term success and improved shareholder value.

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 FOR all proposals; majority of votes cast is required for approval, except for the charter amendment, which requires a majority of outstanding shares.

• Abstentions and broker non-votes have specific impacts depending on the proposal.

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.

• Committees include audit, compensation, compliance, and nominating/governance, all chaired by independent directors except compliance.

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