ISS Recommends Eldorado Resorts Shareholders Vote FOR Proposals to Opt Out of Nevada Takeover Protections on the BLUE Card, UNITE HERE Announces
UNITE HERE announced today that proxy advisory firm Institutional Shareholder Services, Inc. (ISS) recommends that shareholders of Eldorado Resorts, Inc. [NASDAQ: ERI] vote FOR a set of five non-binding shareholder rights proposals, including opting out of Nevadas anti-takeover statutes.
UNITE HERE announced today that proxy advisory firm Institutional
Shareholder Services, Inc. (ISS) recommends that shareholders of
Eldorado Resorts, Inc. [NASDAQ: ERI] vote FOR a set of five non-binding
shareholder rights proposals, including opting out of Nevada’s
anti-takeover statutes. ISS stated: “Support is warranted on the
dissident (BLUE) card for all five shareholder proposals, as they would
assist in enhancing shareholder rights.”1
The proxy solicitation by UNITE HERE focuses on opting out of
little-known Nevada statutes that, by default, impose restrictions on
the rights of large shareholders and restrict business combinations with
large shareholders. Additional proposals encourage Eldorado not to adopt
other takeover protections like a poison pill or supermajority voting
requirement if it does opt out. The meeting date is June 19, 2019.
ISS states: “the proposals seek relatively uncontroversial enhancements
to corporate governance that would reduce exposure to applicable
state-level anti-takeover provisions, ensure the continuation of
best-practice majority vote requirements, and strengthen accountability
to shareholders.”2
Regarding Proposal 5, ISS concludes: “Control share acquisition
statutes, like other state-level anti-takeover provisions, can deter or
prevent transactions that would otherwise be in the best interest of
shareholders, and can serve as a board entrenchment mechanism. They also
violate the ‘one share, one vote’ principle.”3
Regarding Proposal 6, ISS concludes similarly: “Freeze-out statutes …
can deter or prevent transactions that would otherwise be in the best
interest of shareholders, and can serve as a board entrenchment
mechanism.”4
ISS is recommending shareholders vote on the BLUE card and vote FOR
Proposals 5-9. The Company’s and UNITE HERE’s proposals are the same on
both proxy cards. Information about the proposals is available at www.BetterGovernanceAtEldorado.org,
and shareholders are encouraged to read UNITE HERE’s proxy statement and
solicitation materials available at www.sec.gov
or www.proxyvote.com.
Eldorado is an active party in gaming mergers, growing rapidly to
twenty-six casinos during the past five years through mergers with
public companies and property acquisitions.
About UNITE HERE
UNITE HERE is a member of the Council of Institutional Investors and an
Eldorado shareholder. Representing more than 270,000 hospitality
workers, its members are beneficiaries of pension funds with over $60
billion in assets. UNITE HERE has a long record of advocating for strong
corporate governance measures in hospitality companies. Further
information about the Participants’ interest in this solicitation is
available in UNITE HERE’s proxy statement at https://www.sec.gov/Archives/edgar/data/1034426/000147793219003209/eri_defr14a.htm
1 ISS Proxy Analysis & Benchmark Policy Voting
Recommendations, Eldorado Resorts Inc., June 4, 2019 (“ISS Report”), p.
1.
2 ISS Report, p. 1.
3 ISS Report, p.
24.
4 ISS Report, p. 25.
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