Golden Entertainment (GDEN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 22, 2025, with shareholders voting on director elections, executive compensation, incentive plan amendments, auditor ratification, and other business.

• Shareholders of record as of March 28, 2025, are entitled to vote, with 26,435,285 shares outstanding.

• Voting can be done online, by phone, mail, or during the virtual meeting, with a quorum defined as a majority of outstanding shares.

Voting matters and shareholder proposals

• Five directors are nominated for election: Blake L. Sartini, Andy H. Chien, Ann D. Dozier, Mark A. Lipparelli, and Terrence L. Wright.

• Advisory votes will be held on executive compensation (say-on-pay) and the frequency of future say-on-pay votes, with the board recommending annual votes.

• Shareholders will vote on amending and restating the 2015 Incentive Award Plan, with no increase to the share reserve.

• Ratification of Deloitte & Touche LLP as the independent auditor for 2025 is on the agenda.

• Shareholder proposals for the 2026 meeting must be submitted by December 10, 2025, for proxy inclusion.

Board of directors and corporate governance

• The board consists of five members, with four standing committees: Audit, Compensation, Corporate Governance, and Compliance.

• All directors except the CEO are independent; the board uses a combined Chairman/CEO and Lead Independent Director structure.

• Committees oversee audit, compensation, governance, compliance, and social responsibility, with regular meetings and independent director sessions.

• Shareholders can communicate with the board through established channels.