Golden Entertainment (GDEN) Proxy Filing summary

Executive summary

• Entered into a Master Transaction Agreement (MTA) with Argento, LLC (OpCo Buyer), VICI Properties Inc. (PropCo Buyer), and VICI Royal Merger Sub LLC to restructure and sell operating and property assets, followed by a merger and share exchange.

• Shareholders will receive a $2.75 per share cash dividend and 0.902 PropCo Buyer shares per share held, subject to approval and closing conditions.

• The transaction is expected to close in mid-2026, pending regulatory and shareholder approvals.

• The board established an independent committee to review and recommend the transaction, which unanimously approved and recommended it to shareholders.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the MTA and the proposed transactions at a special meeting.

• A voting agreement was executed with key shareholders to support the transaction and oppose competing proposals.

• The company may solicit alternative proposals until December 5, 2025, after which a no-shop provision applies, with fiduciary out for superior proposals.

Board of directors and corporate governance

• An independent committee of disinterested directors was formed to evaluate and negotiate the transaction.

• The committee determined the transaction is fair and in the best interest of shareholders.

• The board took actions to ensure anti-takeover statutes do not impede the transaction.