Golden Entertainment (GDEN) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a major transaction involving a sale, restructuring, and merger, with the goal of maximizing shareholder value through a combination of cash and stock consideration in VICI Properties Inc.

• The transaction involves a pre-closing restructuring, sale of operating assets to OpCo Buyer, a cash distribution to shareholders, and a merger with VICI, resulting in shareholders receiving VICI stock and cash.

• The Independent Committee, comprised solely of independent directors, unanimously recommends approval, citing a 41% premium to the pre-announcement share price and a robust process including a go-shop period.

• The transaction is structured to be tax-efficient, with the intent that the merger qualifies as a reorganization under Section 368(a) of the Code, and includes a detailed Tax Matters and Indemnity Agreement.

• If the transaction is not completed, Golden will remain a public company, and specified termination fees may apply.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) the Master Transaction Agreement (Transaction Proposal), (2) an advisory vote on executive compensation related to the transaction, and (3) the ability to adjourn the meeting to solicit more votes if needed.

• Approval of the Transaction Proposal requires a majority of outstanding shares; the other proposals require a majority of votes cast at the meeting.

• A go-shop period allowed the company to solicit alternative proposals, but no superior offers were received.

Board of directors and corporate governance

• The Independent Committee, consisting of four disinterested directors, was granted full authority to negotiate and approve the transaction.

• The board and committee considered a range of alternatives and determined the transaction was in the best interest of shareholders.

• Directors and executive officers collectively own approximately 29% of outstanding shares and intend to vote in favor.