Golden Entertainment Shareholders Approve Merger with VICI Properties

Key Highlights

• Golden Entertainment, Inc. (NASDAQ: GDEN) shareholders have overwhelmingly approved the company’s Master Transaction Agreement (MTA) with VICI Properties Inc. (NYSE: VICI).
• The approval paves the way for Golden Entertainment to become a private company, with its shares to be delisted from the Nasdaq and deregistered from the Securities Exchange Act of 1934 upon closing of the transaction.
• The closing of the deal is anticipated to occur in the second quarter of 2026, subject to regulatory approvals and customary closing conditions.

Details of the Special Meeting and Voting Results

The Special Meeting of Shareholders was held with a record date of March 3, 2026. At that time, there were 26,398,811 shares of Golden common stock outstanding, each entitled to one vote per proposal.

An impressive quorum was reached, with 20,658,534 shares (approximately 78%) of the outstanding common stock present in person or by proxy.

Proposal 1: Adoption of the Master Transaction Agreement (MTA)

• Votes For: 20,429,630
• Votes Against: 208,131
• Abstentions: 20,158
• Broker Non-Votes: 0

Outcome: The proposal was overwhelmingly approved by shareholders, decisively authorizing the merger with VICI Properties.

Proposal 2: Executive Compensation Related to the MTA (Non-Binding Advisory)

• Votes For: 18,321,781
• Votes Against: 2,330,138
• Abstentions: 6,615
• Broker Non-Votes: 0

Outcome: Approved. Shareholders agreed, on a non-binding advisory basis, to the compensation that may be paid or become payable to the Company’s named executive officers in connection with the transaction.

Proposal 3: Adjournment of the Meeting (if Needed)

• Votes For: 19,538,974
• Votes Against: 1,096,295
• Abstentions: 23,265
• Broker Non-Votes: 0

Outcome: While the proposal passed, the adjournment was not necessary as Proposal 1 was approved, so the meeting was not adjourned.

Important Shareholder Information & Potential Price Sensitivity

• Golden Entertainment will cease to be a publicly traded company following the closing of the transaction. Shareholders will lose their equity interests and will not participate in the company’s future earnings or growth after the deal closes.
• The company’s shares will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934. This is a material event with direct implications for the liquidity and marketability of the shares.
• The closing remains subject to regulatory approvals and satisfaction of customary closing conditions. There is a risk the transaction may not close on the anticipated timeline, or at all.
• If the transaction is not completed, there is a risk of a significant decline in Golden Entertainment’s stock price, as well as potential termination fees and disruption to ongoing business operations.
• The company cautions about forward-looking statements, which are subject to risks including regulatory delays, litigation, costs, and potential adverse effects on personnel, customer and supplier relationships, and operating results.

Next Steps

Golden Entertainment will disclose the final, certified voting results of the Special Meeting on a Form 8-K to be filed with the Securities and Exchange Commission.

Investors should monitor regulatory filings and announcements as the transaction moves towards closing in Q2 2026.

Contact Information

For further information, shareholders can contact:
Charles H. Protell – President and Chief Financial Officer (702) 893-7777
James Adams – VP Corporate Finance and Treasurer (702) 495-4470
Email: [email protected]

Disclaimer

This article contains information based on the SEC Form 8-K and Golden Entertainment’s press release dated April 1, 2026. This is not investment advice. Investors are strongly advised to review all filings and consult with their advisors before making investment decisions. Forward-looking statements in this article are subject to risks and uncertainties that could cause actual outcomes to differ materially from those anticipated.

View GOLDEN ENTERTAINMENT, INC. Historical chart here