Golden Entertainment (GDEN) Proxy Filing summary

Executive summary

• A Special Meeting of shareholders is scheduled for March 31, 2026, to vote on a transformative transaction involving a sale, restructuring, and merger under a Master Transaction Agreement dated November 6, 2025.

• The transaction involves a pre-closing restructuring, sale of operating assets to Argento, LLC (OpCo Buyer), and a merger with VICI Properties Inc. (PropCo Buyer), with shareholders receiving cash and VICI stock.

• Shareholders will receive $2.75 per share in cash and 0.902 shares of VICI common stock per Golden share, reflecting a 41% premium to the pre-announcement share price.

• The Independent Committee, comprised solely of disinterested directors, unanimously recommends approval, citing fairness and value maximization after a robust process and market check.

• The transaction is subject to regulatory approvals, shareholder approval, and other customary closing conditions, with anticipated completion in mid-2026.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) approval of the Master Transaction Agreement and related transactions (Transaction Proposal); (2) a non-binding advisory vote on executive compensation related to the transaction (Advisory Compensation Proposal); and (3) approval to adjourn the meeting if necessary to solicit additional proxies (Adjournment Proposal).

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

• The Sartini family and related trusts, holding approximately 25.7% of shares, have entered into a Voting Agreement to support all proposals.

Board of directors and corporate governance

• The Independent Committee was empowered with exclusive authority to negotiate and approve the transaction, ensuring procedural fairness.

• All directors and executive officers (representing 29.3% of shares) intend to vote in favor of the proposals.

• The Board will deliver director resignations effective at closing, and the surviving company’s officers will continue in their roles.