AGM 2020

Jun 11, 2020

Good morning, everyone, and welcome to the twenty twenty Annual Meeting of Red Rock Resorts. We're pleased that you could take the time to join us today, and we hope each of you are healthy and safe. I'm Frank Fertitta III, Chairman of the Board of Directors and Chief Executive Officer of the company. I would now like to introduce the other members of the Board of Directors and key officers who are also in attendance today at the meeting. The other members of the Board of Directors are Lorenzo Fortita, Robert Kochel, Robert Lewis and Doctor. James Nave. The following officers of the company are also in attendance at today's meeting: Richard Haskins, President Stephen Coote, Chief Financial Officer Jeffrey Welch, Chief Legal Officer Robert Finch, Chief Operating Officer and also present today is Robert Bruning from Ernst and Young, the company's independent accountants. I now call the twenty twenty Annual Meeting of the Stockholders of Red Rock Resorts to order. Prior to this meeting, the company provided its stockholders a notice and agenda of the matters to be considered at the annual meeting. We will now proceed with the items to be voted upon by our stockholders. Jeff Welch will review the items to be considered by the stockholders and other information that is relevant to the proceedings today. Thank you, Frank. The following information is intended to satisfy our legal obligations and is very important. Stockholders who are voting by proxy do not need to vote today unless they wish to change the vote on their proxies. We would like to advise you that we have received sufficient proxies prior to the beginning of the meeting to know that each of the proposals being considered today will pass. However, if you have not yet voted and wish to do so at today's meeting, you must do so by voting electronically pursuant to the instructions provided on the proxy that was delivered to stockholders of record prior to the meeting. At this time, we will proceed with the stockholder vote in. A list of the holders of shares of Class A common stock and Class B common stock of the company as of the close of business on 04/14/2020, the record date for this meeting is available at the company's headquarters. All matters to be considered by the stockholders of this meeting will be voted on by the holders of Class A common stock and Class B common stock as a single class. On 04/23/2020, the notice of annual meeting was mailed to each holder of record of each class of common stock at the close of business on 04/14/2020, which, as noted, was the record date for this meeting. Broadridge Financial Solutions will act as inspector today and will file the proof of notice of this meeting with the minutes. As of the close of business on the record date, there were 71,140,762 outstanding shares of Class A common stock and 46,185,804 shares of Class B common stock entitled to vote. As of the record date, an aggregate of 71,140,762 shares of Class A common stock and Class B common stock were entitled to one vote per share, and an aggregate of 45,385,804 shares of Class B common stock were entitled to 10 votes per share. We have determined that there are present, in person or by proxy, holders of shares of Class A common stock and Class B common stock representing a majority of the voting power of the shares of common stock outstanding. Accordingly, a quorum is present. This meeting has been called to consider and act upon three matters, each of which is described in the notice of annual meeting that all of you have received. The first order of business to come before the meeting is the election of directors. The five nominees for election to the Board for a one year term of office are Mr. Frank J. Fortita III Mr. Lorenzo J. Fortita Mr. Robert A. Kochel Jr. Mr. Robert E. Lewis and Doctor. James E. Nave, Doctor of Veterinary Medicine. Information concerning the background and qualifications of the nominees is in the proxy materials made available to stockholders. The Board recommends a vote in favor of each of the nominees to the Board. The second item of business to come before the meeting is a nonbinding advisory vote required pursuant to the Dodd Frank Wall Street Reform and Consumer Protection Act to approve the compensation paid to our named executive officers, as disclosed in our proxy statement, more commonly known as stay on pay. As discussed in the proxy statement, we believe our executive compensation programs and policies provide fair, reasonable and competitive levels of compensation to our executive officers. The Board recommends a vote on a nonbinding advisory basis for the compensation paid to our named executive officers as disclosed in the proxy statement. The third order of business to come before the meeting is the ratification of the selection of Ernst and Young LLP as the company's independent registered public accounting firm for the fiscal year ending 12/31/2020. The Board recommends a vote in favor of the ratification of the selection of Ernst and Young, LLP as the company's independent registered public accounting firm for the fiscal year ending 12/31/2020. Voting. The polls for voting on matters before this meeting are now open. If you have voted by proxy, your vote has already been recorded. If you have not already done so, please submit your vote electronically according to the instructions, including the proxy card that was mailed to you. We will now announce the results of the voting. Each of the nominees for election to the Board of Directors has received a plurality of the votes for the shares entitled to vote. On the basis of the vote of the stockholders of the company, the nominees for director are declared elected. In addition, the compensation paid to our named executive officers has been approved by holders of a majority of the votes represented by the shares of Class A common stock and Class B common stock present at the meeting and entitled to vote for such matter. The appointment of Ernst and Young LLP as the company's independent registered public accountants has been approved by a majority of the votes approved by the shares of Class A common stock and Class B common stock present at the meeting and entitled to vote for such matter. As a result, the compensation paid to our named executive officers is approved, and Ernst and Young LLP is appointed as the company's independent auditor. As soon as practicable, following the adjournment of the meeting, we will have a final tabulation of the votes cast at the meeting and will report the final results in a filing with the Securities and Exchange Commission. I will now turn the meeting back to Chairman Frank Fortita for adjournment and closing. Thank you, Jeff. This concludes the formal portion of the meeting, and the twenty twenty Annual Stockholders' Meeting of Red Rock Resorts is now adjourned. I would again like to express my sincere appreciation to the stockholders who attended the meeting as well as those who submitted their proxies but were unable to attend. Thank you all for your support of the company. Stay safe and stay well.