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Golden Entertainment
Golden Entertainment (GDEN) investor relations material
Golden Entertainment Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary29 Jan, 2026
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.
IC's view on standalone OpCo viability?
Outcome of the go-shop period market check?
Explain VICI's E&P closing condition
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Next Golden Entertainment earnings date
Q4 20252 Mar, 2026
Golden Entertainment
Next Golden Entertainment earnings date
Q4 20252 Mar, 2026
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Frequently asked questions
Golden Entertainment, Inc. is a diversified hospitality and gaming company operating casinos, distributed gaming, and entertainment venues. The company owns and manages properties that include hotel-casinos, taverns, and gaming resorts, primarily located in Nevada and Maryland. In addition to its traditional casino operations, Golden Entertainment operates distributed gaming systems, offering slot machines and other gaming devices in non-casino locations such as bars and grocery stores. The company is headquartered in Las Vegas, Nevada, and its shares are listed on the NASDAQ.
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