Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

July 7, 2023 (July 7, 2023)

Date of report (Date of earliest event reported)

PLAYAGS, INC.
(Exact name of registrant as specified in its charter)

Nevada	001-38357	46-3698600
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6775 S. Edmond St., Suite #300

Las Vegas, Nevada, 89118

(Address of principal executive offices)(Zip Code)

(702) 722-6700

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.01 par value		AGS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.07.

Submission of Matters to a Vote of Security Holders.

(a) Annual Meeting. The 2023 Annual Meeting of Stockholders of PlayAGS, Inc. (the “Company”) was held on July 7, 2023.

(b) Matters Voted Upon; Voting Results. The following matters were submitted for a vote of the Company’s stockholders.

Matter One. The election of two directors to the board of directors of the Company as a Class III director for a term of three years expiring at the Annual Meeting of Stockholders to be held in 2026.

Nominee	Number of Shares Voted For	Number of Shares Withheld	Number of Broker Non-Votes
David Lopez	21,167,566	1,277,149	7,762,021
Anna Massion	7,422,771	15,021,944	7,762,021

Matter Two. The advisory vote to approve the compensation of the Company’s named executive officers.

Number of Shares Voted For		Number of Shares Voted Against		Number of Shares Abstaining		Number of Broker Non-Votes
8,179,843		14,245,059		19,814		7,762,020

Matter Three. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Number of Shares Voted For		Number of Shares Voted Against		Number of Shares Abstaining		Number of Broker Non-Votes
30,125,178		73,066		8,551		0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.


		PlayAGS, INC.
Dated: July 12, 2023	By:	/s/ Victor Gallo
		Name: Victor Gallo
		Title: Secretary and General Counsel

Document And Entity Information	Jul. 07, 2023
Document Information [Line Items]
Entity, Registrant Name	PLAYAGS, INC.
Document, Type	8-K
Document, Period End Date	Jul. 07, 2023
Entity, Incorporation, State or Country Code	NV
Entity, File Number	001-38357
Entity, Tax Identification Number	46-3698600
Entity, Address, Address Line One	6775 S. Edmond St., Suite #300
Entity, Address, City or Town	Las Vegas
Entity, Address, State or Province	NV
Entity, Address, Postal Zip Code	89118
City Area Code	702
Local Phone Number	722-6700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	AGS
Security Exchange Name	NYSE
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	true
Amendment Flag	false
Entity, Central Index Key	0001593548