Golden Entertainment (GDEN) Proxy Filing summary

Executive summary

• A special meeting will be held to vote on a Master Transaction Agreement involving a complex restructuring, sale, and merger, resulting in shareholders receiving cash and VICI Properties Inc. stock in exchange for their shares.

• The transaction includes a pre-closing restructuring, sale of operating assets to OpCo Buyer, and a merger with VICI’s subsidiary, with a fixed exchange ratio and a $2.75/share cash distribution.

• The Independent Committee, comprised of disinterested directors, unanimously recommends approval, citing a 41% premium to the pre-announcement share price and a fairness opinion from Macquarie Capital.

• If approved, Golden shareholders will receive 0.902 VICI shares per Golden share and $2.75 in cash, with the transaction expected to close in mid-2026.

• If not approved, Golden remains independent, and may owe up to $37 million in termination fees under certain conditions.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the Transaction Proposal (adoption of the Master Transaction Agreement), (2) the Advisory Compensation Proposal (non-binding vote on executive compensation related to the transaction), and (3) the Adjournment Proposal (to adjourn the meeting if more votes are needed).

• Approval of the Transaction Proposal requires a majority of outstanding shares; the other proposals require a majority of votes cast.

• The Sartini family and related trusts, holding ~25.7% of shares, have entered into a voting agreement to support all proposals.

Board of directors and corporate governance

• The Independent Committee, formed in September 2025, had full authority to negotiate and recommend the transaction, and was advised by Macquarie Capital and Latham & Watkins.

• All directors and executive officers (owning ~29% of shares) intend to vote in favor of the transaction.

• The board considered strategic alternatives, including sale-leasebacks and other bidders, but determined the VICI/OpCo Buyer deal was most favorable.