UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): May 15, 2012

 

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

(Exact Name of Registrant as Specified in Charter)

 

DELAWARE

(State or Other Jurisdiction of Incorporation)

 

000-53894
(Commission File Number)

 

27-0455607
(I.R.S. Employer Identification No.)

 

 

 

3801 Las Vegas Boulevard South, Las Vegas, Nevada
(Address of Principal Executive Offices)

 

89109
(Zip Code)

 

(702) 739-2722

(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:

 

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

 

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

 

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

 

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

 

 

 



 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting of Stockholders of the Company held on May 15, 2012 (the “Annual Meeting”), the stockholders of the Company voted on the two proposals listed below.  The final results for the votes regarding each proposal are set forth below.  The proposals are described in detail in the Company’s proxy statement for the Annual Meeting filed with the Securities Exchange Commission on April 10, 2012.  A total of 12,094,824 shares of the Company’s common stock were entitled to vote as of March 23, 2012, the record date for the Annual Meeting, The total shares included shares of Class A Common, Series 1 Preferred (assuming full conversion thereof to shares of Class A Common, based on a conversion rate of 4 shares of Class A Common for each share of Series 1 Preferred); Series 2 Preferred (assuming full conversion thereof to shares of Class A Common, based on a conversion rate of 4 shares of Class A Common for each share of Series 2 Preferred); and Series 3 Preferred (assuming full conversion thereof to shares of Class A Common, based on a conversion rate of 6.67 shares of Class A Common for each share of Series 3 Preferred).

 

1.  Elect five members of the Board of Directors to serve until the next annual meeting of stockholders or until his or her respective successor has been elected and qualified or until his or her earlier resignation or removal:

 

 

 

Votes

 

Withheld

 

Name

 

For

 

Authority

 

Timothy Duncanson

 

10,682,249

 

 

Judy Mencher

 

10,682,249

 

 

John Redmond

 

10,682,249

 

 

Michael Ribero

 

10,682,249

 

 

Alex Yemenidjian

 

10,682,249

 

 

 

2.  Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending on December 31, 2012.

 

Votes For

 

Votes Against

 

Abstentions

 

10,682,249

 

 

 

 

2



 

SIGNATURE

 

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

 

 

 

Tropicana Las Vegas Hotel and Casino, Inc.

 

 

 

 

Date: May 16, 2012

By:

/s/ Joanne M. Beckett

 

Name:

Joanne M. Beckett

 

Title:

Vice President, General Counsel and Corporate Secretary

 

3