For immediate release
June 27, 2017
LAS VEGAS—UNITE HERE announced today that proxy advisory firm Institutional Shareholder Services (ISS) recommends that shareholders of Red Rock Resorts, Inc. withhold their votes for all five directors – Frank J. Fertitta III, Lorenzo J. Fertitta, Robert A. Cashell, Jr., Robert E. Lewis, and James E. Nave – at the company’s July 6, 2017 meeting of stockholders.
“We are pleased that ISS agrees with us that Red Rock shareholders should withhold their votes on the company’s directors,” said Jason Kordosky of UNITE HERE, which sent a report to shareholders on critical issues related to Red Rock’s corporate governance and related-party transactions. “Investors deserve to see fundamental change in corporate governance at the highest level of Red Rock Resorts.”
In making its recommendations against the directors, ISS notes the “problematic capital structure in connection with the company’s IPO that adversely impact shareholder rights” and “the board’s failure to remove, or subject to a sunset requirement, the adverse governance provisions implemented at the time of the IPO that adversely impact shareholder rights.”
UNITE HERE recently sent communications to Red Rock’s shareholders, encouraging them to withhold their votes for the election of independent directors Cashell, Lewis, and Nave. According to Kordosky, UNITE HERE focused specifically on the company’s independent directors because of their vital role in preventing insider opportunism at controlled companies.
UNITE HERE fully supports ISS’ recommendation to withhold votes on all of Red Rock’s directors.
Red Rock’s initial proxy material did not provide for an option to withhold votes for director elections even though the company uses a plurality electoral process. UNITE HERE sent a letter regarding this violation of proxy rules to the SEC on June 8th. The company re-issued its proxy card on June 16th to conform to SEC rules.
UNITE HERE is a labor union that represents 270,000 working people across North America, including 100,000 casino workers. Our members are beneficiaries of pension funds with over $60 billion in assets. Since 2012, we have been pursuing a program of improving corporate governance practices at listed companies. UNITE HERE locals represent employees at three of the casinos managed or owned and operated by Red Rock’s subsidiary, Station Casinos.