Monarch Casino & Resort (MCRI) Proxy Filing summary

Executive summary

• The 2025 annual meeting is scheduled for June 6, 2025, at the Atlantis Casino Resort Spa in Reno, Nevada, with voting on director elections and executive compensation.

• Stockholders of record as of April 11, 2025, are eligible to vote, with 18,466,406 shares outstanding and each share entitled to one vote.

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

Voting matters and shareholder proposals

• Two main proposals: election of Bob Farahi and Yvette E. Landau as directors (terms expiring 2027) and a non-binding advisory vote on executive compensation.

• Board recommends voting FOR both director nominees and FOR the executive compensation proposal.

• No statutory right of dissent is created by any proposal under Nevada law.

• Procedures for submitting shareholder proposals and director nominations for the 2026 meeting are detailed, with deadlines in early 2026.

Board of directors and corporate governance

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

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

• Board committees: Audit, Compensation, and Marketing; Audit and Compensation Committees are fully independent.

• All directors attended at least 75% of meetings in 2024; all attended the 2024 annual meeting.

• No standing nominating committee; independent directors handle nominations.