Full House Resorts (FLL) Proxy Filing summary

Executive summary

• American Place in Illinois became the largest revenue contributor, with 2024 revenue up 42% and Adjusted Property EBITDA up 60% over the prior year, and plans are underway to construct a permanent facility by transitioning from the temporary structure later this year.

• Chamonix Casino Hotel in Colorado completed its phased opening, driving a 160% increase in Colorado revenue in 2024, with expectations for continued growth and stable expenses as operations normalize.

• The Silver Slipper in Mississippi remains a strong performer, while Rising Star in Indiana is under consideration for relocation to a more favorable market, pending legislative review.

• The Grand Lodge Casino in Nevada is undergoing a multi-phase refurbishment, with minimal expected impact on operations, and the company divested its smallest property in Fallon, Nevada to focus on larger assets.

• Leadership transitions include the retirement of the COO and new appointments at key properties and corporate functions.

• Over the past decade, revenue increased 141% and Adjusted EBITDA grew even more, with a 234% rise in stock price since 2014.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, approving the 2025 Equity Incentive Plan, ratifying Ernst & Young LLP as the independent auditor for 2025, an advisory vote on executive compensation, and the frequency of future advisory votes on executive compensation.

• The board recommends voting for all director nominees, for the equity plan, for the auditor, for executive compensation, and for annual advisory votes on compensation.

Board of directors and corporate governance

• The board consists of seven members, with a majority being independent, and separate individuals serve as Chairman and CEO.

• Four standing committees—audit, compensation, compliance, and nominating/corporate governance—are chaired by independent directors, except the compliance committee, which includes the CEO.

• Directors attended at least 75% of meetings in 2024, and a retirement policy requires directors to retire after their 75th birthday.

• The board has adopted a Code of Conduct and Ethics and prohibits short sales, derivatives trading, pledging, and hedging of company securities by insiders.