Century Casinos, Inc. (CNTY) Earnings Call Transcript & Summary

Good day, and welcome to the Century Casinos, Inc. Annual Meeting of Stockholders. I would now like to turn the conference over to Erwin Haitzmann. Please go ahead.

Good morning, and welcome to the Annual Meeting of Stockholders of Century Casinos, Inc. I am Erwin Haitzmann, Chairman of the Board of the company. It is now 8 a.m. Mountain Time, and I hereby call this annual meeting to order. On behalf of the company, I welcome all of you to this meeting. We are pleased that this year's annual meeting is again a completely virtual meeting via live webcast. As Chairman of this annual meeting, I hereby appoint Steve Nutt of Broadridge as the Inspector of Election. Steve is with us today and will have the preliminary results of the proxy tabulation later in the meeting. The time is 8:01 a.m. Mountain Time, and I declare the polls open for each matter to be voted on today. If there is a registered stockholder desiring to vote or revoke a previously submitted proxy via the Internet, please click the vote-now button. If there is a registered stockholder who does not have a control number and wishes to vote a revoke the previously submitted proxy via the Internet, please click the request-a-ballot button, enter e-mail address and someone will assist you. A certified list of the registered stockholders for the company as of the record date of April 21, 2021, compiled by Computershare Trust Company, N.A., has been on file and open to examination by stockholders at the company's offices in Colorado Springs, Colorado, U.S.A. and is also available on our virtual stockholder meeting website. This list sets forth each registered stockholder's address and holdings as they appear on the company's books. As of the record date, there were 29,575,962 shares of the company's common stock outstanding. Under the bylaws of the company and the corporate law of Delaware, the majority of the outstanding common stock constitutes a quorum for this meeting. I now present an affidavit executed by Broadridge, certifying that the notice of annual meeting of stockholders was duly and properly made on or about April 30, 2021, to each holder of common stock entitled to notice thereof. A copy of the notice of annual meeting will be filed in the minutes of this meeting together with the affidavit evidencing the mailing of the notice. Steve Nutt has been asked to make a list of all the stock represented here, either in person or by proxy, and to compare this list with the transfer agent's certified list. Inspector of Election, please announce the number of shares represented at the meeting.

Mr. Chairman, there are a total of 24,617,078 shares present either in person or by proxy, representing over 83% of the outstanding shares entitled to vote.

I declare a quorum present for this meeting. Since a quorum has been established, I declare this meeting to be appropriately convened and we will proceed to the business to be conducted. We will now conduct the business of the annual meeting. The matters to be brought before the meeting are the election of 2 Class 3 directors to the Board of Directors, the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2021, and a proposal to approve an advisory nonbinding resolution regarding the compensation of the company's named executive officers. These proposals are described in the proxy statement made to stockholders on or about April 30, 2021. First order of business is to elect 2 Class 3 directors to the Board of Directors. The Board has nominated Erwin Haitzmann and Gottfried Schellmann, who are both currently members of the Board of Directors as candidates for election to the Board of Directors to serve a 3-year term, which will expire at the 2024 annual meeting of stockholders. Is there any discussion of this matter? If not, we will proceed to the next order of business. The second order of business is to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the year ending December 31, 2021. Maya Wagh for Grant Thornton LLP is here and available to make a statement if she decides to do so or to answer any questions. Are there any questions for her? Or is there any discussion of this matter? If not, we will proceed to the next order of business. The third order of business is to consider and vote upon a proposal to approve an advisory nonbinding resolution regarding the compensation of the company's named executive officers. Is there any discussion of this matter? If not, we will proceed with the meeting. If you have not already done so, please complete your voting via the Internet. [Voting]

I declare that polls now closed at 8:06 a.m. Mountain Time today and ask that the Inspector of Election tabulate the voting results. We will now announce the preliminary voting results for each matter. The final voting results will be reported in a Form 8-K filing with the Securities and Exchange Commission within the next 4 business days. Inspector of Election, please present the preliminary voting results on each matter.

Mr. Chairman, the preliminary results of the voting are as follows: regarding the first order of business, Erwin Haitzmann has received the requisite number of votes and is therefore elected as a Class 3 director of the company. Regarding the first order of business, Gottfried Schellmann has received the requisite number of votes and is therefore elected as a Class 3 director of the company. Regarding the second order of business, the ratification of the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the year ending December 31, 2021, has received the requisite number of votes and is therefore approved. Regarding the third order of business, the proposal to approve an advisory nonbinding resolution regarding the compensation of the company's named executive officers has received the requisite number of votes and is approved.

The Inspector of Election will provide a written report of the final voting results with respect to the matters voted on today to the Secretary. This written report will be kept with the permanent records of the company. Is there any further business?

Mr. Chairman, I move that the formal business meeting be adjourned.

I second the motion.

All in favor, aye.

Aye.

Aye.

Opposed, nay.

Nay.

Did you want to say that? Okay. Not nay. Sorry. The formal business meeting is adjourned. Thanks, everyone, for attending, and we look forward to welcoming you all again on our next conference call when we announce the results of the second quarter.