Galaxy Gaming, a developer and distributor of casino table games, and systems for land-based casinos and iGaming content, on Monday said Bill Zender has given his intention to resign from the company’s board of directors, effective July 1.
The company noted Zender has been a member of its board since 2015.
Officials with Galaxy Gaming said it has entered into a cooperation agreement with Tice Brown, a stockholder of the company, pursuant to which the company agreed to form a hiring committee for the purpose of identifying and unanimously recommending to the board a qualified candidate to fill the vacancy that will be created.
The cooperation agreement between Galaxy Gaming and Brown was finalized on April 20. Brown agreed to irrevocably withdraw his proposed nomination of himself to the board, as well as his proposal requesting that the board declassify itself by electing each director on an annual basis.
Brown further agreed to immediately cease all solicitation efforts in connection with the company’s 2022 annual meeting and cause all voting securities he owns and for which he has the right to direct the vote to be cast in favor of each of the company’s proposals and for each of the board’s nominees for director.
In addition, the company agreed to form a hiring committee consisting of two current members of the board and one independent stockholder who has owned shares of the company’s common stock for more than two years.
The board has agreed to promptly cause the independent director, subject to the satisfaction of certain qualifications and requirements as set forth in the cooperation agreement, to be appointed to the board for a term expiring at the 2024 annual meeting.
The parties announced the cooperation agreement also provides for certain “standstill” provisions that restrict Brown and his affiliates from, among other activities, engaging in any solicitation of proxies or written consents with respect to the voting securities of the company or acquiring any securities of the company that would result in Brown having beneficial ownership of more than 9.9% of the company’s voting securities.
The standstill provisions expire on the date that is two years after the 2022 annual meeting, unless the cooperation agreement is earlier terminated in accordance with the terms thereof. The cooperation agreement also provides Brown with certain board observer rights prior to the appointment of the independent director.
“Bill Zender is a legend in the casino table games business,” Mark Lipparelli, Chairman of Galaxy’s board of directors, said in a statement. “He has provided invaluable advice to us and the company over his more than seven years as a member of the board. We have made great progress over that time in positioning the company to pursue exciting new opportunities, and Bill has been a stalwart contributor to that progress. We thank him for his tremendous insights and expertise, and we wish him the best in his future endeavors.”
