Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On October 18, 2021, the Board of Directors of the Company has selected Sandra
Douglass Morgan to fill a vacancy on the Board created by an amendment to the
Company's By-laws. As of this time, Ms. Morgan has not been assigned to any
Board committee. Since the beginning of the preceding fiscal year, Ms. Morgan
has not been a party to, nor has she had a material interest in, any transaction
with the Company nor is there any currently proposed transaction.
Ms. Morgan, age 43, has been the owner/manager of Douglass Morgan, LLC, a legal
and consulting firm, since January 2021. She is the immediate past Chairwoman of
the Nevada Gaming Control Board, having served in that position from January
2019 until November 2020. She was appointed to this role by Governor Steve
Sisolak and is the first African-American to have served as Chair. Ms. Morgan
was previously appointed to the Nevada Gaming Commission by Governor Brian
Sandoval in April 2018. While serving as a Commissioner, Ms. Morgan also served
as Director of External Affairs for AT&T Services, Inc. from September 2016 to
January 2019 and was responsible for managing AT&T's government and community
affairs in Nevada. She previously served as the City Attorney for the City of
North Las Vegas from May 2008 to August 2016 and was the first African-American
City Attorney in the State of Nevada. Prior to her public service with the City
of North Las Vegas, Ms. Morgan served as Litigation Attorney for MGM Mirage (now
known as MGM Resorts) from 2005 to May 2008. Ms. Morgan previously served as an
Athletic Commissioner on the Nevada State Athletic Commission and served on the
Board of Directors for Jobs for Nevada's Graduates.
Ms. Morgan also serves as an independent director with Fidelity National
Financial, Inc. (NYSE:FNF) a leading provider of title insurance and transaction
services to the real estate and mortgage industries, and with Cerberus Cyber
Sentinel Corporation, a cybersecurity consulting and managed services firm.
In connection with her election as a Director and in accordance with the
Company's director compensation policy, Ms. Morgan was granted 1,000 shares of
restricted stock which are to vest over a two-year period. The restricted stock
is evidenced by a Restricted Stock Agreement entered into between the Company
and Ms. Morgan.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 18, 2021, the Board of Directors of the Company approved an amendment
to the Company's By-laws to set the number of Directors of the Company at eight
(8).
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Item 9.01 Financial Statements and Exhibits.
a.Not applicable.
b.Not applicable.
c.Not applicable.
d.Exhibits
Exhibit No. Description of Document
3.1 By-laws as amended on October 18, 2021
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