Monarch Casino & Resort (MCRI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 27, 2026, at the Atlantis Casino Resort Spa in Reno, Nevada, with voting eligibility for shareholders of record as of March 30, 2026.

• Shareholders will vote on the election of four directors and an advisory vote on executive compensation, with the Board recommending approval of all proposals.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposals include electing John Farahi, Craig F. Sullivan, and Paul Andrews as directors until 2028, and Hope S. Taitz until 2027.

• Advisory vote on executive compensation is non-binding but will be considered in future decisions.

• No statutory right of dissent applies to any proposal under Nevada law.

• Shareholders may submit proposals for the 2027 meeting by December 16, 2026, and director nominations between February 24 and March 11, 2027.

Board of directors and corporate governance

• The Board consists of five directors, divided into two classes with staggered two-year terms.

• Three directors (Andrews, Sullivan, Taitz) are independent per Nasdaq rules.

• The Board has Audit, Compensation, and Marketing Committees; the Audit and Compensation Committees are composed entirely of independent directors.

• The Board reviews risk oversight, including capital structure, liquidity, and cybersecurity.

• Director diversity and professional qualifications are emphasized in the nomination process.