UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2018
Commission File Number: 001-37403
THE STARS GROUP INC.
(Translation of registrant’s name into English)
200 Bay Street
South Tower, Suite 3205
Toronto, Ontario, Canada
M5J 2J3
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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On May 10, 2018, The Stars Group Inc. (the “Company”) announced the results of its Annual and Special Meeting of Shareholders (the “Meeting”) held in Toronto, Ontario, Canada on May 10, 2018. At the Meeting, the shareholders voted on the following matters: (i) election of six directors to the board of directors of the Company (the “Board”); (ii) appointment of the independent, external auditor of the Company and authorization of the Board to fix its remuneration; and (iii) amendment of the Company’s 2015 Equity Incentive Plan (the “Equity Incentive Plan”) to, among other things, increase the limit on the granting of awards to a director in any year, and approval of the unallocated awards under the Equity Incentive Plan. Each resolution was duly proposed and passed by the requisite majority of votes cast in person or by proxy. The Company filed a report of voting results on SEDAR at www.sedar.com and issued a news release announcing the same and related matters. A copy of the report of voting results and news release are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
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, thereunto duly authorized.
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The Stars Group Inc. |
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Date: May 10, 2018 |
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By: |
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/s/ Brian Kyle |
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Name: |
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Brian Kyle |
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Title: |
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Chief Financial Officer |
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Exhibit No. |
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Description |
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99.1 |
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Report of Voting Results of The Stars Group Inc., filed May 10, 2018 |
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99.2 |
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News Release, dated May 10, 2018 |
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Exhibit 99.1
May 10, 2018
To the securities regulatory authority of each
of the Provinces and territories of Canada
REPORT OF VOTING RESULTS
Following the annual and special meeting of shareholders of The Stars Group Inc. (the “Corporation”) held on May 10, 2018 (the “Meeting”), and in accordance with section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, we hereby advise you of the following voting results obtained at the Meeting. The matters set out below are described in greater detail in the management information circular of the Corporation, dated April 10, 2018 (the “Management Information Circular”).
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Item Voted Upon |
Result of Vote |
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1. Election of the directors of the Corporation (the “Board”)
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•The nominees proposed by management were elected by a majority of the votes cast by shareholders on a vote by ballot. Proxies were received and ballots were cast on this matter as indicated in Schedule “A” attached hereto.
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2. Appointment of Deloitte LLP, London, England, (“Deloitte UK”) as independent, external auditor of the Corporation for the ensuing year or until its successor is appointed and authorizing the Board to fix its remuneration (the “Resolution to Appoint Auditor”)
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•The Resolution to Appoint Auditor was approved by the shareholders of the Corporation with approximately 99.99% of the votes of the Common Shares cast in favor and approximately 0.01% of the votes of the Common Shares withheld. As such, Deloitte UK was appointed as independent, external auditor of the Corporation until the next annual meeting of shareholders of the Corporation or until its successor is appointed and the Board is authorized to fix its remuneration.
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3. Approval of an ordinary resolution to (i) amend the equity incentive plan of the Corporation dated June 22, 2015 (as amended, the “Equity Incentive Plan”), and (ii) approve the unallocated awards under the Equity Incentive Plan (collectively, the “Equity Incentive Plan Resolution”). |
•The Equity Incentive Plan Resolution was approved by the shareholders of the Corporation with approximately 74.72% of the votes of the Common Shares cast in favor and approximately 25.28% of the votes of the Common Shares withheld. As such, the Corporation is authorized to amend the Equity Incentive Plan as contemplated by the Equity Incentive Plan Resolution in the Management Information Circular.
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DATED this 10th day of May 2018.
THE STARS GROUP INC.
By:(s) Marlon D. Goldstein
Name: Marlon D. Goldstein
Title: Executive Vice President, Chief Legal Officer & Secretary
ELECTION OF DIRECTORS
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Name of Nominee |
Percentage of |
Number of |
Percentage of |
Number of |
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Divyesh (Dave) Gadhia
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99.93% |
85,876,649 |
0.07% |
63,255 |
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Rafael (Rafi) Ashkenazi
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99.99% |
85,932,889 |
0.01% |
7,435 |
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Harlan Goodson
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99.99% |
85,927,782 |
0.01% |
12,542 |
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Alfred F. Hurley, Jr.
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94.55% |
81,258,775 |
5.45% |
4,681,129 |
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David Lazzarato
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99.99% |
85,931,857 |
0.01% |
8,467 |
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Mary Turner
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99.99% |
85,932,694 |
0.01% |
7,630 |
Exhibit 99.2
The Stars Group Shareholders Approve Resolutions at Shareholder Meeting
TORONTO - May 10, 2018 - The Stars Group Inc. (NASDAQ: TSG; TSX: TSGI) is pleased to announce that all resolutions considered at today’s 2018 annual and special meeting of shareholders were approved by its shareholders.
The resolutions approved by the shareholders present in person or represented by proxy at the meeting were as follows:
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All director nominees were duly elected or re-elected to The Stars Group’s board of directors: |
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Name |
For Number% |
Withheld Number% |
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Divyesh (Dave) Gadhia |
85,876,64999.93% |
63,2550.07% |
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Rafael (Rafi) Ashkenazi |
85,932,88999.99% |
7,4350.01% |
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Harlan Goodson* |
85,927,78299.99% |
12,5420.01% |
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Alfred F. Hurley, Jr.* |
81,258,77594.55% |
4,681,1295.45% |
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David Lazzarato* |
85,931,85799.99% |
8,4670.01% |
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Mary Turner* |
85,932,69499.99% |
7,6300.01% |
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* Independent
Each director will serve until The Stars Group’s next annual meeting of shareholders or until their respective successors are elected or appointed or they otherwise cease to hold office. Following the meeting, the Board appointed Mr. Gadhia as Executive Chairman of the Board and Mr. Hurley as Lead Director. Mr. Lazzarato and Ms. Turner were each re-appointed and Mr. Hurley was appointed as members of the Audit Committee of the Board. Messrs. Hurley, Gadhia and Goodson were each re-appointed as members of the Corporate Governance, Nominating and Compensation Committee of the Board. Mr. Lazzarato will continue to chair the Audit Committee, and Mr. Hurley will continue to chair the Corporate Governance, Nominating and Compensation Committee.
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Deloitte LLP, London, England was re-appointed as independent, external auditor of The Stars Group for the ensuing year or until its successor is appointed, and the Board was authorized to fix its remuneration. |
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The proposed amendments to The Stars Group 2015 Equity Incentive Plan and the unallocated awards under such plan, were each approved. |
The resolutions voted on at the meeting are described in more detail in The Stars Group’s Management Information Circular, dated April 10, 2018, which was mailed to shareholders and is available on SEDAR at www.sedar.com and Edgar at www.sec.gov. The full report of voting results has been filed on SEDAR at www.sedar.com and furnished on EDGAR at www.sec.gov.
Service as a director on the Board of Directors of The Stars Group may be subject to gaming or other legal and regulatory approval.
About The Stars Group
The Stars Group is a leading provider of technology-based product offerings in the global gaming and interactive entertainment industries. The Stars Group directly or indirectly, including through its Stars Interactive Group division, owns gaming and related consumer businesses and brands, such as PokerStars, PokerStars Casino, BetStars, Full Tilt, and the PokerStars Players No Limit Hold’em Championship, European Poker Tour, PokerStars Caribbean Adventure, Latin American Poker Tour, Asia Pacific Poker Tour, PokerStars Festival and PokerStars MEGASTACK live poker tour and event brands. These brands together have millions of registered customers globally and collectively form the largest poker business in the world, comprising online poker games and tournaments, sponsored live poker competitions, marketing arrangements for branded poker rooms in popular casinos in major cities around the world, and poker programming and content created for television and online audiences. The Stars Group, through certain of these and other brands, also offers non-poker gaming products, including casino and sportsbook. The Stars Group, through certain of its subsidiaries, is licensed or approved to offer, or offers under third party licenses or approvals, its product offerings
in various jurisdictions throughout the world, including in Europe, both within and outside of the European Union, Australia, the Americas and elsewhere. In particular, PokerStars is the world’s most licensed online gaming brand, holding licenses or related operating approvals in 17 jurisdictions.
For further information:
For investor relations, please contact: Tim Foran, Tel: +1 437-371-5730, ir@starsgroup.com
For media inquiries, please contact: Eric Hollreiser, Press@starsgroup.com