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 2019
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 15, 2019, The Stars Group Inc. (the “Company”) announced the results of its Annual Meeting of Shareholders (the “Meeting”) held in Toronto, Ontario, Canada on May 15, 2019. At the Meeting, the shareholders voted on the following matters: (i) election of seven directors to the board of directors of the Company (the “Board”); and (ii) appointment of the independent, external auditor of the Company and authorization of the Board to fix its remuneration. 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 15, 2019 |
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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 15, 2019 |
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99.2 |
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News Release, dated May 15, 2019 |
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Exhibit 99.1
May 15, 2019
To the securities regulatory authority of each
of the Provinces and territories of Canada
REPORT OF VOTING RESULTS
Following the annual meeting of shareholders of The Stars Group Inc. (the “Corporation”) held on May 15, 2019 (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 12, 2019.
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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 99.92% of the votes of the Common Shares cast in favor and approximately 0.08% 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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DATED this 15th day of May 2019.
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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96.77% |
125,162,815 |
3.23% |
4,171,726 |
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Rafael (Rafi) Ashkenazi
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99.94% |
129,260,237 |
0.06% |
74,304 |
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Harlan Goodson
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99.87% |
129,163,629 |
0.13% |
170,912 |
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Alfred F. Hurley, Jr.
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99.27% |
128,385,386 |
0.73% |
949,155 |
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David Lazzarato
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99.87% |
129,170,746 |
0.13% |
163,795 |
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Eugene Roman
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99.88% |
129,184,484 |
0.12% |
150,057 |
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Mary Turner
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99.11% |
128,186,315 |
0.89% |
1,148,226 |
Exhibit 99.2
The Stars Group Shareholders Approve Resolutions at Shareholder Meeting
TORONTO - May 15, 2019 - The Stars Group Inc. (NASDAQ: TSG; TSX: TSGI) is pleased to announce that all resolutions considered at today’s 2019 annual 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 |
Withheld |
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Number |
% |
Number |
% |
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Divyesh (Dave) Gadhia |
125,162,815 |
96.77% |
4,171,726 |
3.23% |
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Rafael (Rafi) Ashkenazi |
129,260,237 |
99.94% |
74,304 |
0.06% |
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Harlan Goodson* |
129,163,629 |
99.87% |
170,912 |
0.13% |
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Alfred F. Hurley, Jr.* |
128,385,386 |
99.27% |
949,155 |
0.73% |
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David Lazzarato* |
129,170,746 |
99.87% |
163,795 |
0.13% |
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Eugene Roman* |
129,184,484 |
99.88% |
150,057 |
0.12% |
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Mary Turner* |
128,186,315 |
99.11% |
1,148,226 |
0.89% |
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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. Mr. Lazzarato and Ms. Turner were each re-appointed and Mr. Roman was appointed as members of the Audit Committee of the Board. Messrs. Goodson and Hurley and Ms. Turner were each re-appointed as members of the Compensation Committee of the Board. Messrs. Goodson and Lazzarato and Ms. Turner were re-appointed as members of the Corporate Governance and Nominating Committee of the Board. Messrs. Lazzarato and Hurley and Ms. Turner will continue to chair the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee, respectively.
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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. |
The resolutions voted on at the meeting are described in more detail in The Stars Group’s Management Information Circular, dated April 12, 2019, 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 provider of technology-based product offerings in the global gaming and interactive entertainment industries. Its brands have millions of registered customers globally and collectively are leaders in online and mobile betting, poker, casino and other gaming-related offerings. The Stars Group owns or licenses gaming and related consumer businesses and brands, including PokerStars, PokerStars Casino, BetStars, Full Tilt, FOX Bet, BetEasy, Sky Bet, Sky Vegas, Sky Casino, Sky Bingo, Sky Poker, and Oddschecker, as well as live poker tour and events brands, including 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. The Stars Group is one of the world’s most licensed online gaming operators with its subsidiaries collectively holding licenses or approvals in 21 jurisdictions throughout the world, including in Europe, Australia, and the Americas. The Stars Group’s vision is to become the world’s favorite iGaming destination and its mission is to provide its customers with winning moments.
For investor relations and media inquiries, please contact:
Vaughan Lewis
Senior Vice President, Communications
Tel: +1 437-371-5730
ir@starsgroup.com
press@starsgroup.com