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): June 9, 2023

RED ROCK RESORTS, INC.

(Exact name of registrant as specified in its charter)

1505 South Pavilion Center Drive, Las Vegas, Nevada 89135

(Address of Principal Executive Offices) (Zip Code)

702-495-3000

(Registrant’s telephone number, including area code)

Not Applicable

(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):

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

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

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.  ☐

On June 13, 2023, Red Rock Resorts, Inc. (the “Company”) filed a certificate of amendment to the Company’s amended and restated certificate of incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware. The Certificate of Amendment amends the Company’s amended and restated certificate of incorporation, which was filed with the Secretary of State of the State of Delaware on April 26, 2016 (the “Restated Certificate“).

The Certificate of Amendment amends Article X of the Restated Certificate to limit the liability of certain officers of the Company as permitted by Delaware law. Prior to the adoption of the Certificate of Amendment, the Restated Certificate only provided for the exculpation of directors and not officers.

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 8, 2023, at which shareholders voted on the matters set forth below.

Proposal 1: Election of Directors

Broker Non-Votes: 2,772,650 for each of Mr. Fertitta, Mr. Fertitta, Mr. Cashell, Mr. Lewis and Dr. Nave.

Each of the foregoing directors was elected and received the affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum was present.

Proposal 2: “Say-on-pay” non-binding advisory vote

Broker Non-Votes: 2,772,650

The foregoing Proposal 2 was approved on an advisory basis.

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Proposal 3: “Say-on-frequency” non-binding advisory vote

Broker Non-Votes: 2,772,650

The shareholders selected, on an advisory basis, the option of every “1 year” as the frequency for future advisory votes to approve executive compensation.

Based on the Company’s prior practice of holding annual advisory votes on the compensation of the Company’s named executive officers and the results of the advisory vote on the “say-on-frequency” proposal, the Board of Directors has determined that the Company will hold a shareholder advisory vote on the compensation of the Company’s named executive officers every year until the next required shareholder vote on frequency of advisory votes on the compensation of the Company’s named executive officers, which is required to occur no later than the Company’s annual meeting of shareholders in 2029.

Proposal 4: Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023

Broker Non-Votes: 0

The foregoing Proposal 4 was approved.

Proposal 5: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law

Broker Non-Votes: 2,772,650

The foregoing Proposal 5 was approved.

Proposal 6: Shareholder proposal regarding a board diversity report

Broker Non-Votes: 2,772,650

The foregoing Proposal 6 was not approved.

(d) Exhibits.

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SIGNATURE

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

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