Board of Directors Meeting - FALL 2020 CONFIDENTIAL - American Gaming ...

 
CONTINUE READING
Board of Directors Meeting - FALL 2020 CONFIDENTIAL - American Gaming ...
CONFIDENTIAL

FALL 2020

Board of
Directors
Meeting
Board of Directors Meeting - FALL 2020 CONFIDENTIAL - American Gaming ...
Table of Contents

A NOTE FROM THE CEO������������������������������������������������������������������������������������������������������������� . 1

AGENDA ������������������������������������������������������������������������������������������������������������������������������������������� . 2

2020 STRATEGIC ACCOMPLISHMENTS ������������������������������������������������������������������������������� . 3

SPEAKER BIOGRAPHIES ��������������������������������������������������������������������������������������������������������� . 14

BOARD OF DIRECTORS ROSTER ����������������������������������������������������������������������������������������� . 15

MEMBER LIST ����������������������������������������������������������������������������������������������������������������������������� . 18

ANTI-TRUST COMPLIANCE POLICY AND GUIDELINES ������������������������������������������������� . 20

RESOLUTIONS����������������������������������������������������������������������������������������������������������������������������� . 22
    Exhibit A. Fall 2019 Meeting Minutes��������������������������������������������������������������������������������������������� 23

STATEMENT OF ACTIVITIES ��������������������������������������������������������������������������������������������������� . 30

                                               AMERICAN GAMING ASSOCIATION
                                               BOARD OF DIRECTORS MEETING
Board of Directors Meeting - FALL 2020 CONFIDENTIAL - American Gaming ...
A Note from the CEO

Dear AGA Board of Directors:

AGA board meetings are always important, but this year we are convening virtually at an important time for our
nation and for our industry.

As we meet, a consequential lame duck session of Congress is underway, more than 60 newly elected freshman
(including at least 45 from gaming states) are preparing for the 117th Congress, and President-elect Biden’s
transition team is building a new administration ahead of the inauguration on January 20, 2021.

Of course, we’re also meeting while the nation grapples with a second wave of COVID-19, the implications of
which are hitting close to home for all of us as new mandates for reclosure and capacity restrictions are
implemented to try to curb the spread of the virus. While we may be socially distant, we are together in
addressing the unprecedented challenges we’ve faced as an industry throughout 2020. That’s true not only
because of the impact the pandemic has on our daily lives, but because the pressures our industry continues
to face are unrelenting.

CDC-discouraged holiday travel notwithstanding, Americans remain hesitant to get back on airplanes and stay
in hotels, the meeting and conventions business that supports our integrated resorts has been shuttered,
uncertainty slowed the pipeline for product sales, and the investments you are all making to ensure employee
and customer safety are significant.

But at the risk of being Pollyannaish, I do see reasons for optimism. Despite persistent challenges, our
communities are healthier because of their gaming partners, our team members are getting back to work, and
state and tribal governments are realizing revenues that had dried up throughout Q2. This next year will be
critical for the industry, and you can be sure that your association is strong and focused on delivering for you,
just as we did throughout 2020.

Earlier this year, the AGA scored a historic first for the gaming industry: ensuring our members were included
in the CARES Act and the hundreds of millions of dollars in relief that had been denied to us in every previous
federal stimulus package.

We took appropriate and significant austerity measures as the pandemic’s impact on the global economy
took hold, making smart decisions about how to best invest your resources. Beyond the remarkable results
in the stimulus fight, we made tremendous progress on industry priorities and safeguarded the long-term
viability of the association. We advanced responsibility in gaming and payments modernization; pivoted to offer
educational content and convening opportunities through webinars and a virtual G2E program; launched new
research and communication efforts to advance industry priorities and inform members’ decision-making
during this challenging time; and much more. None of which would have been possible without the hard work
of a talented, dedicated staff.

There has never been a more important time for a strong industry advocate, and we’re up for the task. As we
continue our evolution from response to reopening to recovery, the AGA will be with you every step of the way.

Thank you for your continued support of the AGA and your active participation in today’s meeting.

Bill Miller
President and CEO
American Gaming Association

                                    AMERICAN GAMING ASSOCIATION
                                    BOARD OF DIRECTORS MEETING
                                                        1
Board of Directors Meeting - FALL 2020 CONFIDENTIAL - American Gaming ...
Agenda

      AMERICAN GAMING ASSOCIATION • BOARD OF DIRECTORS MEETING
                    DECEMBER 4, 2020 • 8:30 AM PT

Chairman’s Welcome
Trevor Croker, Managing Director and CEO, Aristocrat Technologies

Election Implications and Policy Discussion
Chris Cylke, Senior Vice President, Government Relations, American Gaming Association
Kirk Blalock, Partner, Fierce Government Relations
Steve Elmendorf, Partner & Co-Founder, Subject Matter

President’s Report
Bill Miller, President and CEO, American Gaming Association

Research Update
David Forman, Senior Director, Research, American Gaming Association

Reimagining G2E 2021
Bill Miller, President and CEO, American Gaming Association

Next Steps & Adjournment

                           AMERICAN GAMING ASSOCIATION
                           BOARD OF DIRECTORS MEETING
                                          2
2020 Strategic Accomplishments

NAVIGATING THE COVID-19 PANDEMIC
In March, the AGA’s focus pivoted to navigating the gaming industry through the COVID-19 pandemic
from crucial advocacy efforts on Capitol Hill to research understanding the pandemic’s impact and
crafting a narrative on recovery to convening the membership and association virtually. The results of
AGA’s efforts provided needed relief, informed reopening and recovery, and advanced our industry’s
message on safely reopening.

ENACTMENT OF THE CARES ACT
• Led advocacy efforts early in the COVID-19 pandemic to                      Gambling Compliance
  successfully ensure that gaming was eligible for the economic relief        $2trn Coronavirus Bill
  provided in the CARES Act, unlike in previous federal responses to         Makes Billions in Loans
  natural disasters and financial crises that excluded gaming
                                                                             Available to U.S. Gaming
  companies from assistance available to the rest of the business
                                                                                   Companies
  community.

• Critical provisions of the CARES Act for gaming included:

   – Access to emergency liquidity.
   – Tax relief for gaming businesses.
   – Support for small businesses.
   – Relief for tribal communities.
   – Tourism grants for economic revitalization.
   – Enhancements to unemployment insurance.

GAMING ELIGIBILITY FOR PAYCHECK PROTECTION PROGRAM
• Engaged the administration on the Paycheck Protection Program               The Washington Post
  (PPP)—including sending a letter to the President—and worked               After Lobbying Push,
  closely with a bipartisan, regionally diverse group of Congressional      Casinos Are Eligible for
  lawmakers to successfully compel the Small Business                        Small-Business Funds
  Administration and Department of Treasury to issue revised
                                                                           Under New Stimulus Rules
  regulatory guidelines on April 24.

• Letters from members of Congress included:
   – The Bipartisan Nevada House Delegation
   – Representative Guy Reschenthaler (R-PA) - Co-Chair of the Congressional Gaming Caucus
   – Senators Jacky Rosen (D-NV), Catherine Cortez Masto (D-NV), and Michael Bennet (D-CO)
   – Senators Martha McSally (R-AZ), Steve Daines (R-MT), and Kevin Cramer (R-ND)
   – Senator Joni Ernst (R-IA)
   – Representative Greg Gianforte (R-MT)

                                  AMERICAN GAMING ASSOCIATION
                                  BOARD OF DIRECTORS MEETING
                                                    3
2020 Strategic Accomplishments

SECURING ADDITIONAL RELIEF FOR THE GAMING INDUSTRY
• Continue to seek additional relief measures, outlined in a September letter to Capitol Hill, to preserve
  and restore the jobs, tax revenue, and the commercial and tribal economic support our communities
  depend on, including:

   – Targeted and temporary liability protections for responsible operators.

   – Enhancing the Employee Retention Tax Credit by increasing the credit to 80 percent from 50 percent;
     increasing the wage base to $15,000/quarter for up to three quarters from $10,000/year; easing the
     qualifying rules for revenue decline; including health benefits in the definition of qualified wages;
     and allowing businesses that receive a PPP loan to qualify for the credit.

   – Accelerating the travel and tourism sector’s recovery by providing
     tax incentives to encourage business meetings and conventions                   Associated Press
     and by allowing businesses to fully deduct the cost of ordinary           Still Hampered by Virus,
     and necessary business expenses at restaurant, hospitality, and           U.S. Casinos Want Aid in
     entertainment facilities.
                                                                                       Recovering
   – Implementing a tax credit for the purchase of personal protective
     equipment.

   – Supporting vital economic support for tribal communities by extending the lifeline for Coronavirus
     Relief Fund (CRF) use to December 31, 2021, and providing additional flexibility for tribal
     governments to use the CRF to replace lost revenue.

AMPLIFYING GAMING’S VOICE THROUGH COALITIONS
• Joined five association and business coalitions to advocate for the gaming industry’s key legislative
  priorities, including:

   – America’s Recovery Fund Coalition, an alliance of more than 100 trade associations and business
     organizations advocating for a grant-based federal assistance program to power the resilience of
     American enterprise. Together, the Coalition’s members span 30 business sectors and employ 45
     percent of the nation’s workforce — more than 58 million workers.

   – Pushed efforts to create a targeted and limited safe harbor from liability for companies that
     implement federal public health guidelines related to the transmission of COVID-19 with more than
     100 hospitality, travel, restaurant, retail, gaming, attractions, and entertainment industries.

   – Urged Congress to quickly enact temporary and targeted liability relief legislation related to the
     COVID-19 pandemic with more than 200 trade groups.

   – Asked congressional tax writers to allow businesses the option to monetize their general business
     credits to aid economic recovery, which provides immediate access to a source of liquidity, with
     more than 100 industry associations and chambers of commerce.

   – Called on Congress to provide additional support ahead of 2020 Election as part of the COVID Relief
     Now Coalition, a group of nearly 250 public and private sector groups across the country.

                                  AMERICAN GAMING ASSOCIATION
                                  BOARD OF DIRECTORS MEETING
                                                     4
2020 Strategic Accomplishments

MEASURING AND COMMUNICATING COVID-19’S IMPACT
• Created proprietary COVID-19 resources to provide context on the health and recovery of the industry.
  These resources provided members with data to inform their own reopening actions and proved central
  to our regular member calls on reopening.

   – Launched an ongoing monthly casino visitation barometer in
     March to gauge Americans’ willingness to return to casinos and                  Cheddar
     their perceptions of casino health risks.
                                                                               Casino Industry Calls
   – Provided members with a bi-weekly snapshot from May to July                on Washington for
     of consumers’ evolving perceptions around COVID-19, their                  Economic Support
     willingness to return to casinos and other travel and entertainment
     options, and what it would take to increase their comfort with a
     return to normal activities.

   – Produced two rounds of focused surveys of past-year casino goers to understand their specific
     health concerns around casinos, what health and safety efforts undertaken by casinos would be
     most or least reassuring, and what efforts would have an outsized negative impact on the casino
     experience.

• Produced estimates around COVID-19’s economic impact on the industry and its workforce, helping to
  build our case on Capitol Hill for economic assistance and other support.

• Tracked the operating status of each casino
  property in the country and created a real-time
  map of casino openings and closures. By
  mid-November, the map had been viewed
  nearly 750,000 times, providing policymakers,
  investors, media, and consumers with an
  up-to-date view of the industry’s reopening.

• Developed tools and resources to guide AGA
  members, industry, media, and the general
  public through the COVID-19 crisis, including:     COVID-19 Casino Tracker

   – AmericanGaming.org COVID-19 resource
     page—updated regularly with best
     practices, government and public health agency guidance, and gaming gives back stories—which
     reached nearly 20,000 visitors.

   – Best practices from AGA member health and safety protocols to inform regulators, the public, and
     media of the industry’s approach to responsible reopening.

   – COVID-19 grassroot advocacy playbooks to support CARES Act advocacy efforts for policymakers in
     14 key gaming states.

   – Factsheets and other collateral outlining COVID-19’s significant impact on the gaming industry, our
     employees, and communities to support advocacy efforts on Capitol Hill.

                                 AMERICAN GAMING ASSOCIATION
                                 BOARD OF DIRECTORS MEETING
                                                    5
2020 Strategic Accomplishments

• Created and launched Cards on the Table with
  Bill Miller video series featuring AGA member
  CEOs discussing the pandemic’s impact on
  gaming, recovery, and responsibly reopening
  as part of AGA’s initiative to elevate gaming
  industry’s response to COVID-19.

CONNECTING OUR MEMBERSHIP VIRTUALLY
• Created the AGA Best Practices Working
  Group, which engaged more than 40 members
  for weekly discussions on reopening and             Cards on The Table with Bill Miller & Matt King, FanDuel

  recovery.

• Hosted 11 webinars to deliver high-value content to more than 1,100 members and non-member
  attendees on a variety of topics, including liability, safety, research, and payments modernization.

• Convened eight AGA member groups virtually during the pandemic to drive conversation on industry
  priorities around critical topics, including COVID-19 relief, anti-money laundering (AML) best practices,
  regulatory modernization efforts, continued sports betting expansion, and responsibility.

ADVANCING GAMING POLICY PRIORITIES IN WASHINGTON
While COVID-19 advocacy took top priority, the AGA continued to press forward on a number of key
federal gaming priorities on Capitol Hill and within the administration.

• Worked with members of the Congressional Gaming Caucus, led by
  Reps. Dina Titus (NV-01), Guy Reschenthaler (PA-14), and Darin                          Las Vegas Review-Journal
  LaHood (IL-18), to request the U.S. Treasury Department to raise                          Gaming Association
  the threshold for reporting slot tax winnings from $1,200 to $5,000,                   Renews Request for Higher
  including:
                                                                                           IRS Jackpot Threshold
   – Congressional Gaming Caucus letter to the Department of
     Treasury that outlined why the Treasury should use its regulatory
     authority to raise the threshold.

   – Department of Treasury response showing it’s receptive to our concerns.

   – Fiscal Year 2021 Financial Services and General Government Appropriations bill that passed the
     House of Representatives included report language that the AGA requested regarding the slot tax
     threshold.

• Worked successfully with members to block the inclusion of a Yucca Mountain amendment during the
  House Appropriations Committee’s consideration of Energy and Water funding bill.

• Effectively advocated for the Department of Commerce to clarify its broadly written WeChat executive
  order to only apply to Americans within the United States using WeChat, allowing U.S. companies to
  continue utilizing the platform in Macau.

                                  AMERICAN GAMING ASSOCIATION
                                  BOARD OF DIRECTORS MEETING
                                                    6
2020 Strategic Accomplishments

BUILDING GAMING CHAMPIONS AND RELATIONSHIPS WITH KEY ALLIES
The AGA’s advocacy efforts benefit from gaming champions at the federal, state, and grassroots level.
Our continued focus on building champions and cultivating relationships with key allies proved essential
in advancing gaming policy priorities in 2020.

• Helped the Congressional Gaming Caucus grow its membership to
  35 bipartisan members of Congress from 18 different states and               Gaming Intelligence
  continued to engage the group throughout the year to advance                 US Representatives
  gaming priorities.                                                         Relaunch Congressional
• Hosted caucus co-chairs, Reps. Dina Titus (NV-1) and Guy                       Gaming Caucus
  Reschenthaler (PA-14), to participate in an AGA member-only
  webinar to provide an update on congressional efforts in response to
  the COVID-19 pandemic.

• Developed a comprehensive political action committee (PAC) giving strategy that focuses on federal
  candidates who understand and play an active role in advancing AGA policy goals. While a difficult year
  for candidate and PAC fundraising due to pandemic restrictions, the AGA PAC has been able to
  support our gaming champions both virtually and with limited in-person interaction.

• Launched our grassroots outreach program to engage and inform individuals about the issues
  impacting the gaming industry and will serve as the basis for a more robust grassroots program in 2021.

• Cultivated relationships with state gaming association leaders, allowing for better information sharing on
  potential state policies that could be harmful to licensees, and prompted a number of the state
  associations to sign onto COVID-19 travel and hospitality coalition letters supported by the AGA.

• Continued to engage with organizations that represent state policymakers, including the Attorney
  General Alliance, National Council on State Legislatures, the National Council of Legislators from
  Gaming States, and more.

MODERNIZING GAMING REGULATION
The AGA continued our focus on modernizing federal and state gaming regulation to streamline processes
and remove barriers to innovation.

• Advanced efforts on AML effectiveness measures through formal comments submitted to FinCEN in
  November, including allowing Suspicious Activity Reports (SAR) “lite” filings on chip walking and
  structuring; allowing the gaming industry to join the 314(a) program; changing the thresholds for SAR
  currency transaction report (CTR) filings; clarifying sports betting and online gaming requirements; and
  other key issues.

• Successfully deterred potential action by federal regulators to require in-person ID verification for
  opening an online gaming account by reinforcing with FinCEN the industry’s rigorous processes when
  an account is opened, providing a rich regulatory foundation for our argument, and requesting that no
  distinction be made between online and in-person accounts.

                                  AMERICAN GAMING ASSOCIATION
                                  BOARD OF DIRECTORS MEETING
                                                    7
2020 Strategic Accomplishments

• Hosted the 5th Annual AML Summit to virtually convene more than 125 AGA members in the
  compliance and regulatory space to share best practices and hear from federal partners at FinCEN,
  IRS, OFAC, ICE, and FBI. The two-day event featured keynote addresses from United States Attorney
  of Nevada Nick Trutanich and ICE Homeland Security Investigations Executive Director Derek Banner.

• Led the collaboration of a new 314(b) template, as part of FinCEN’s Bank Secrecy Act Advisory Group,
  to help our members participate in the program more easily and increase information sharing across
  financial institutions. Because of our leadership, AGA members were the first to receive the template
  and presentation, which the AGA will work with JPMorganChase and Wells Fargo to present to other
  financial institutions in the coming months.

• Maintained periodic email newsletter communications to commercial and tribal gaming regulators
  emphasizing AGA’s commitment to serving as a resource for policymakers and arming them with AGA
  research and tools.

• Released a new resource on the value and importance of Regulatory Reform in the COVID-19 Era,
  highlighting how many of AGA’s previously identified regulatory reforms offer new essential
  opportunities to support the gaming industry’s recovery from COVID-19.

• Organized and sponsored AGA’s 6th Annual Regulator Roundtable to virtually convene more than 80
  commercial and tribal regulators and other stakeholders around business matters facing the industry,
  including COVID-19, responsible gaming, and considerations as new sports betting markets evolve into
  mature sports betting jurisdictions.

• Partnered with the Association of Gaming Equipment Manufacturers
  (AGEM) to launch an ongoing campaign to provide state and local                  The Hill
  policymakers, law enforcement, and regulatory agencies with new      Gaming Industry Works to
  resources and tools to stop the proliferation of unregulated gaming     Combat Unregulated
  machines. The campaign attracted involvement from more than 20
                                                                             Gaming Machines
  professional gaming association organizations, including the
  National Indian Gaming Association, North American Association of
  State and Provincial Lotteries, International Center for Responsible
  Gaming, National Council on Problem Gambling, multiple state casino and tribal associations, and both
  of the leading independent gaming equipment test labs.

GROWING AND PROTECTING THE SPORTS BETTING OPPORTUNITY
The AGA continued our focus on growing and protecting the legal sports betting market, which has seen
five states legalize sports betting and another six legal markets go live in 2020.

• Updated AGA’s Sports Betting Policy Principles in July 2020 to
                                                                               Associated Press
  better address issues that face American policymakers and sports
                                                                            Jackpot! Expansion of
  betting today. The policy principles served as the foundation for
  weighing in on select state policy discussions, such as:
                                                                           gambling in U.S. scores
                                                                                 big at polls

                                AMERICAN GAMING ASSOCIATION
                                BOARD OF DIRECTORS MEETING
                                                  8
2020 Strategic Accomplishments

   – Responded to a consortium of Massachusetts colleges and universities letter to the state legislature
     asking for an unprecedented ban on wagering on college sports by explaining why legalizing
     regulated wagering on college sports is the right choice to protect game integrity, athletes, and
     consumers.

   – Advocated for a regulatory approach that allows regulators
     flexibility to interpret, implement, and update rules governing
     payment methodologies in Georgia and Massachusetts in
     response to proposed sports betting legislation that did not
     provide for mainstream digital payment options in funding
     wagering activity to advance payments modernization.

• Testified at the Senate Judiciary Committee’s hearing, “Protecting
  the Integrity of College Athletics” on July 22, 2020. AGA CEO Bill
                                                                            AGA CEO Bill Miller testifies in July 2020.
  Miller’s testimony underscored the need for a regulated, legal
  market to ensure integrity and responsible gaming around collegiate
  sports. During questioning, the AGA was able to dispel the notion that a federal framework for sports
  betting is necessary and asked for assistance to root out illegal sportsbooks.

• Continued to push for a repeal of the federal sports betting excise and head taxes in order to help level
  the playing field and with illegal operators.

• Continued efforts to educate members of the media on the legal vs. illegal market by monitoring and
  following-up with more than two dozen reporters who cited illegal odds.

ADVANCING PAYMENTS MODERNIZATION
The COVID-19 pandemic accelerated AGA’s efforts on payments
modernization with progress in establishing a framework for payments                             CNBC
policy, driving media interest, and engaging key stakeholders.                          Coronavirus May Sway
                                                                                      Regulators to Allow Casinos
• Developed and released new AGA Payments Policy Principles, a
                                                                                       to Say Good-Bye to Cash
  result of AGA member collaboration, to educate state and tribal
  regulators who are considering expanding payment choice. To                                  Cheddar
  accompany the principles, we also produced a responsible gaming                     Casinos Considering Going
  factsheet and FAQ.                                                                  Cashless to Prevent Spread
• Capitalized on accelerated demand for digital, contactless payment                       of Coronavirus
  options by conducting outreach to select state and tribal regulators                 The Wall Street Journal
  in California, Indiana, Iowa, Nevada, New Jersey, and Pennsylvania                  Casinos Consider Cashless
  to educate them on payments modernization. These efforts resulted
                                                                                          Gambling to Fight
  in:
                                                                                            Coronavirus
   – Nevada reformed its regulations in June 2020 to streamline the
     process for testing and approving new payments options.

   – Pennsylvania revised its regulations to expressly allow for pre-paid instruments.

                                      AMERICAN GAMING ASSOCIATION
                                      BOARD OF DIRECTORS MEETING
                                                           9
2020 Strategic Accomplishments

• Engaged responsible gaming and problem gambling groups in early adopter states ahead of
  discussions with regulators, informing them of AGA’s efforts, detailing the role of payments
  modernization in driving responsible gaming, and gather critical feedback on potential barriers to use.
  The proactive conversations yielded positive results as these groups did not oppose the use of digital
  payments within their jurisdictions and were instead interested in further educational opportunities
  around digital payments in gaming.

• Engaged leadership at issuing banks and other financial institutions to unlock market opportunity by
  encouraging updates to gaming and sports betting transaction policies.

INFORMING MEMBERS, INDUSTRY, AND MEDIA
Research and communications efforts were refocused on delivering
frequent COVID-19 updates while continuing our proprietary industry                 The Financial Times
and advocacy research and industry reputation enhancement and                   US Sports Betting Revenues
protection.                                                                     Remain Up in 2020 Despite
INDUSTRY & ADVOCACY RESEARCH                                                           Cancellations
Despite COVID-19, the AGA produced nearly 20 research products in
                                                                                 Sports Business Journal
2020 by bringing polling and other industry data collection efforts in-house,
                                                                                 Legal Sports Gambling
minimizing costs, and increasing internal capabilities and expertise.
                                                                                Draws Bettors Away From
• Launched the Commercial Gaming Revenue Tracker in August to                        Illegal Bookies
  provide members and the gaming industry with monthly and                                CNBC
  year-to-date gross gaming revenue (GGR) at a state and national                 Record Number of Bets
  level, broken down by individual gaming verticals. The tracker
                                                                                 Expected for Super Bowl
  provides policy makers and the public with industry revenue
  snapshots and allows members exclusive access to detailed data on                 Associated Press
  industry revenue trends.                                                      US Commercial Casinos
• Published the first all-digital version of our annual State of the States
                                                                                Won $43.6 Billion in 2019,
  report, the AGA’s flagship reference guide to the commercial gaming                   Up 3.7%
  industry.

• Expanded our consumer research with a study of consumer
  movement between the legal and illegal sports betting markets to illustrate for media, policymakers,
  and other stakeholders the importance of ongoing consumer education and the continued expansion of
  legal sports betting.

• Continued to provide members and the public with research to support the push for payments
  modernization by conducting multiple rounds of consumer research exploring how COVID-19 impacted
  perceptions toward cash and alternative payment methods.

• Updated our data on industry spending with diverse suppliers, providing AGA members with the first
  update to that data since 2007.

                                    AMERICAN GAMING ASSOCIATION
                                    BOARD OF DIRECTORS MEETING
                                                       10
2020 Strategic Accomplishments

• Conducted our annual American Attitudes survey of public views of
  gaming and our companion survey of policymakers’ views toward                   SBC Americas
  the gaming industry, which inform our communications with the                Gaming Is Critical to
  public, gaming consumers, and policymakers on Capitol Hill, as well        Louisiana Economy Says
  as provide member-only data on trends in key stakeholder opinions                AGA report
  around gaming issues.
                                                                                  Michigan Bets
• Created comprehensive reports on the complete tax burden faced
                                                                             Report: Gaming Industry
  by the gaming industry across a representative set of four states.
                                                                               Has $6.3b Impact on
  These reports showed that gaming is among the most heavily taxed
  industries in each of the states evaluated and highlighted the need
                                                                               Michigan Economy,
  for more competitive tax structures.                                       Supports Almost 38,000
                                                                                       Jobs
• Continued the Casinos & Communities series with the development
  and release of Louisiana and Michigan state reports and timed each
  report release to pandemic reopening to support a positive narrative
  for the industry.

• Maintained and updated industry data with the creation of a new interactive map on the legal status of
  sports betting by state and regular updates to our State of Play tool, including detailed information on
  state gaming regulations and the industry’s economic impact.

COMMUNICATIONS
• Continued to advance industry interests and advocacy priorities
  through robust media and marketing campaigns resulting in more
  than 125 interviews with AGA spokespeople and top tier media
  coverage in CNBC, The Wall Street Journal, Associated Press,
  The Financial Times, and more.

• Reinforced the gaming industry’s role in the economy and
  communities across the country during the 2020 election, including
  an advertisement in the Las Vegas Review-Journal during the 2020
  Democratic Presidential Primary debate.

• Published more than 30 op-eds and thought leadership pieces
  supporting AGA advocacy and industry positioning objectives,
  including:

   – Placed an op-ed in The Baltimore Sun ahead of Maryland’s
     sports betting referendum in November that educated voters on
     how legal sports betting could boost tax revenue (including funds
     for K-12 education), create jobs, and provide Marylanders with
     the protections of the legal market.

   – Placed an op-ed in the Las Vegas Sun in support of Rep. Susie
     Lee’s (NV-03) and her efforts to overturn the Small Business          Las Vegas Review-Journal Ad During
                                                                           2020 Democratic Presidential Primary Debate
     Administration’s guidelines that prohibited gaming companies
     from receiving PPP funding.

                                 AMERICAN GAMING ASSOCIATION
                                 BOARD OF DIRECTORS MEETING
                                                    11
2020 Strategic Accomplishments

• Upgraded marketing efforts to ensure effective and modern digital communications to AGA members,
  industry, and other key stakeholders growing our email audience by six percent and website traffic by
  43 percent.

AMPLIFYING OUR INDUSTRY’S RESPONSIBILITY EFFORTS
As a core association priority, the AGA continued efforts to advance gaming’s commitment to responsibility
with a focus on the nascent sports betting market.

• Launched the Have A Game Plan.® Bet Responsibly. public service
  campaign to protect the sports betting opportunity while educating         Sports Business Journal
  new and seasoned sports bettors on responsible sports wagering.             SBJ Betting: NHL Puts
  The campaign started in Capital One Arena in Washington, DC and              Weight Behind AGA
  T-Mobile Arena in Las Vegas, NV and expanded through league
                                                                                   Campaign
  partnerships with NASCAR and the National Hockey League.
                                                                                     The Hill
• Convened the gaming industry for Responsible Gaming Education
                                                                            Safe, Responsible Casino
  Week, Sept. 13-19, to promote the industry’s commitment to RG
  and gaming literacy with a focus on the Have A Game Plan
                                                                             Gaming Supports State
  campaign. Highlights include an op-ed from Congressional Gaming          Economies At Crucial Time
  Caucus Co-Chairs Reps. Dina Titus and Guy Reschenthaler in The                      EGR
  Hill, hundreds of AGA members and gaming stakeholders                       American Gaming
  participating online and on-property, and leading a webinar with the
                                                                           Association Ignites Sports
  International Center for Responsible Gaming.
                                                                            Betting Ad Enforcement
• Contributed to the development and release of the Responsible                     Process
  Gambling Collaborative’s Responsible Gambling Effectiveness
  Principles to chart a new course in responsible gambling and led
                                                                             Gaming Intelligence
  the collaborative’s state gaming tax appropriation research to better    RG Collaborative Charts
  understand funding of state problem gambling programs.                  New Course for Responsible
                                                                             Gambling in the US
• Developed and launched the Responsible Marketing Code for Sports
  Wagering enforcement process, including the creation of the Code
  Compliance Review Board chaired by UNLV’s Joe Bertolone and
  Becky Harris.

• Expanded focus on diversity and inclusion through steering committee participation in U.S. Chamber of
  Commerce workforce opportunity initiative and HBCU/gaming footprint mapping and introductions.

CONVENING THE GLOBAL GAMING INDUSTRY VIRTUALLY AT G2E 2020
The AGA navigated the Global Gaming Expo (G2E) franchise through the dynamics of the COVID-19
pandemic, ultimately offering virtual opportunities to connect and conduct business.

• Developed and executed a deliberate process to inform G2E decisions and planning for 2020 shows in
  Las Vegas, Macau, and Philippines in the wake of the pandemic, including key stakeholders such as
  the Association for Gaming Equipment Manufacturers.

                                  AMERICAN GAMING ASSOCIATION
                                  BOARD OF DIRECTORS MEETING
                                                   12
2020 Strategic Accomplishments

• Convened and regularly connected with AGA member supplier
  CEO working group to inform the long-term strategy for G2E as the             SBC Americas
  AGA works with Reed Exhibitions to reimagine the event for 2021            AGA’s Bill Miller Offers
  and beyond.                                                                 Optimism in Global
• Planned and executed an all-virtual G2E 2020 from Oct. 27–28,              Gaming Expo Address
  which attracted more than 6,000 registrants and featured three
                                                                          Las Vegas Review-Journal
  keynotes and 19 concurrent education sessions, 75 supplier
                                                                             Cortez Masto Touts
  showrooms, and networking sessions for all attendees.
                                                                             Pandemic Relief for
• Produced a G2E Asia webinar series on key gaming topics to              Gaming Legislation At G2E
  provide engagement opportunities for the Asian market.
                                                                           Las Vegas Review-Journal
• Launched a year-round G2E platform, including the G2E Insider Live           G2E 2020 Will Be
  webinar series, new content offerings, and exhibitor opportunities to
                                                                           Completely Different With
  engage the G2E audience throughout the year.
                                                                               Its Online Format
GROWING THE ASSOCIATION THROUGH MEMBERS
AND PARTNERS
AGA members and partners represent the breadth of the gaming industry and drive our agenda
and priorities.

• Renewed 88 percent of board-level AGA members, with nearly 20 percent of membership dues
  coming in following the shuttering of the industry due to COVID-19.

• Formalized AGA’s ad hoc payments group by creating the AGA Payments Modernization Working
  Group with 35 member organizations currently participating.

• Continued growth and engagement of AGA partners to help provide strategic and financial value to
  the association and our members across key AGA priorities.

• Convened 15 member CEOs for AGA’s annual CEO Roundtable, which focused on providing
  attendees with opportunities to network, learn about key trends facing the industry, and discuss the
  future of gaming.

• Added seven new members, including five core members and two ally members: Ainsworth,
  Bally’s Corporation, Bluberi, DraftKings, Eckert Seamans, LexisNexis Risk Solutions, OneComply,
  TBG Security, and TransUnion.

                                 AMERICAN GAMING ASSOCIATION
                                 BOARD OF DIRECTORS MEETING
                                                   13
Speaker Biographies

KIRK BLALOCK
Partner, Fierce Government Relations

                     Kirk Blalock joined Fierce Government Relations in 2002 after serving President
                     George W. Bush as special assistant to the president and deputy director, White
                     House Office of Public Liaison. He was Bush’s lead staff liaison to the U.S. business
                     community. Since joining the firm, Kirk has focused on firm management and new
                     client development, while providing strategic counsel to the firm’s clients.

                    Previous to his Presidential appointment, Kirk served in several key positions,
                    including: Director of External Affairs, Philip Morris Companies Inc.; Special Assistant
to Chairman Haley Barbour, Republican National Committee; and Special Assistant to U.S. Secretary of
Education Lamar Alexander.

Kirk served as the national chairman for Young Professionals for John McCain during the 2008
Presidential election. He is a Member of the Board of Visitors of The Fund for American Studies.

The Atlanta, Georgia native is a graduate of Auburn University.

STEVE ELMENDORF
Partner & Co-Founder, Subject Matter

                     Steve is widely recognized as one of Washington, D.C.’s. preeminent political
                     strategists. With a career on Capitol Hill and in politics spanning more than 30 years,
                     Steve’s tenure in Washington has been grounded in daily interaction with the White
                     House, administration officials, senators, members of Congress and leading interest
                     groups on the front lines of the economic, social, domestic, national security and
                     foreign policy debates of the last decades.

                       Steve rose to the highest-level Democratic staffer in the House of Representatives as
chief of staff to House Democratic Leader Richard Gephardt. Upon leaving the Hill, he served as a senior
advisor to the Gephardt, Kerry, and Clinton presidential campaigns. Since 2006, Steve has represented
some of the nation’s most important corporations, trade associations, and organizations on critical
legislative and regulatory issues, helping to drive their businesses, build their brands, and expand their
market shares.

He has been a frequent guest on CNN, MSNBC, and Fox News, and is consistently listed among the most
influential leaders in Washington by Politico, The Hill, GQ, and other national publications.

                                  AMERICAN GAMING ASSOCIATION
                                  BOARD OF DIRECTORS MEETING
                                                    14
Board of Directors Roster

TREVOR CROKER                                          BILL LANCE
CEO & Managing Director                                Secretary of Commerce
Aristocrat Technologies                                The Chickasaw Nation
Executive Committee (Chair)                            Executive Committee
Compensation Committee (Chair)
                                                       JANIE DILLARD
DAVID LOPEZ                                            Senior Executive Officer,
President & CEO                                        Division of Commerce
AGS                                                    Choctaw Nation
Nominating and Membership Committee
                                                       ROB NORTON
DARON     DORSEY•                                      President, Cordish Global Gaming
SVP, General Counsel &                                 The Cordish Companies
Group Compliance Officer                               Nominating and Membership Committee
Ainsworth Game Technology
                                                       BILL MCBEATH
MARC CRISAFULLI                                        President & CEO
Executive Vice President, Strategy & Operations        The Cosmopolitan of Las Vegas
and President of Twin River Casino Hotel &             Finance and Investment Committee
Tiverton Casino Hotel
Bally’s Corporation                                    BRIAN HANSBERRY
                                                       President, Gaming
WENDY ANDERSON                                         Delaware North
Chief of Staff
BMM Testlabs                                           STANTON DODGE
                                                       Chief Legal Officer
TED BOGICH                                             DraftKings
EVP, Operations
Boyd Gaming                                            MIKE RUMBOLZ
                                                       President & CEO
MATT BELL•                                             Everi
President and CEO
Casino Association of Indiana                          CHRISTIAN GENETSKI
                                                       Chief Legal Officer and Chief Commercial Officer
MARK FULTON                                            FanDuel Group
COO
Cherokee Nation Entertainment, LLC                     RODNEY BUTLER
Nominating and Membership Committee                    Chairman
                                                       Foxwoods Resort Casino

•At-Large Director
•Allied Director

                                AMERICAN GAMING ASSOCIATION
                                BOARD OF DIRECTORS MEETING
                                                  15
Board of Directors Roster

ANNA SAINSBURY                                     RON REESE
Chairman & Founder                                 SVP, Global Communications & Corporate Affairs
GeoComply                                          Las Vegas Sands
                                                   Executive Committee
CHRISTOPHER JUSTICE                                Nominating and Membership Committee (Chair)
President
Global Payments                                    JOHN MCMANUS
                                                   EVP & General Counsel
STEPHEN ARCANA                                     MGM Resorts International
EVP & Chief Operating Officer                      Executive Committee
Golden Entertainment, Inc.
                                                   JAMES SIVA
ERIC HAUSLER                                       Vice Chairman, Tribal Council
CEO                                                Morongo Band of Mission Indians
Greenwood Racing
                                                   BRUCE DALL
LEE FELDMAN                                        President
Roar Digital Board Member, appointed by GVC        MotorCity Casino Hotel
GVC
                                                   RICK MEITZLER
MIKE DABADIE•                                      President, CEO North America
Co-CEO and Founder                                 Novomatic
Heart+Mind
                                                   MICHAEL DOMINELLI
RENATO ASCOLI                                      President
CEO, Global Gaming                                 NRT Tech
IGT
Executive Committee                                MARK MACARRO
Compensation Committee                             Tribal Chairman
                                                   Pechanga Band of Luiseño Indians
JOHN CONNELLY
Global CEO                                         JAY SNOWDEN
Interblock                                         President & CEO
                                                   Penn National Gaming
STEVE SUTHERLAND                                   Executive Committee
President & CEO
Konami Gaming                                      ROB MESIROW•
Finance and Investment Committee                   Partner
                                                   PricewaterhouseCoopers

•At-Large Director
•Allied Director

                                AMERICAN GAMING ASSOCIATION
                                BOARD OF DIRECTORS MEETING
                                              16
Board of Directors Roster

GREG CARLIN                                          BO BERNHARD, PH.D•
CEO                                                  Executive Director
Rush Street Gaming                                   UNLV International Gaming Institute
Executive Committee                                  Professor
Compensation Committee                               UNLV William F. Harrah College of Hospitality
Finance and Investment Committee (Chair)
                                                     JOHN PAYNE
LAURENS VOSLOO                                       President & COO
CEO                                                  VICI Properties
San Manuel Band of Mission Indians
                                                     JOE ASHER
BARRY COTTLE                                         CEO
CEO                                                  William Hill US
Scientific Games
Executive Committee                                  JAY DORRIS
                                                     President & CEO
JIM ALLEN                                            Wind Creek Hospitality
CEO
Seminole Hard Rock Gaming                            WARREN TRISTRAM
Executive Committee                                  President
                                                     Worldpay Gaming Solutions
JOE PAPPANO
President, Americas                                  ELLEN WHITTEMORE
Sightline Payments                                   EVP & General Counsel
                                                     Wynn Resorts
GLEN GOLDSTEIN                                       Executive Committee
Executive Vice President, Diversified Markets
TransUnion                                           BILL MILLER
                                                     President & CEO
                                                     American Gaming Association

•At-Large Director
•Allied Director

                                AMERICAN GAMING ASSOCIATION
                                BOARD OF DIRECTORS MEETING
                                                17
Member List

CORE MEMBERS
CASINO OPERATORS                                  GAMING SUPPLIERS
COMMERCIAL                                        DIVERSIFIED GAMING SUPPLIERS
Bally’s Corporation*                              Ainsworth Game Technology•
Boyd Gaming*                                      AGS*
The Cordish Companies*                            Aristocrat Technologies*
The Cosmopolitan of Las Vegas*                    Bluberi Gaming
Delaware North*                                   DraftKings, Inc.*
Golden Entertainment*                             Everi*
Greenwood Racing*                                 FanDuel Group*
Las Vegas Sands*                                  GamingArts
MGM Resorts International*                        GeoComply*
MotorCity Casino Hotel*                           GVC Holdings PLC*
Penn National Gaming*                             IGT*
Rush Street Gaming*                               Incredible Technologies
South Point Hotel & Casino                        Interblock*
VICI Properties, Inc.*                            Konami Gaming*
Wynn Resorts*                                     LexisNexis Risk Solutions
                                                  Novomatic*
TRIBAL                                            Scientific Games*
Cherokee Nation Entertainment, LLC*               TransUnion*
The Chickasaw Nation*                             William Hill US*
Choctaw Nation*
FireKeepers Casino Hotel                          INDEPENDENT TESTING LABS
Foxwoods Resort Casino*                           BMM Testlabs
Morongo Band of Mission Indians*                  Gaming Laboratories International (GLI)
Pechanga Band of Luiseño Indians*
San Manuel Band of Mission Indians*               PAYMENT & TRANSACTION SYSTEMS
Seminole Hard Rock Gaming*                        ACS PlayOn
Wind Creek Hospitality*                           Global Payments*
                                                  JCM Global
                                                  Mazooma
                                                  NRT Tech*
                                                  Sightline*
                                                  Worldpay from FIS*

*Board-level Member Company
•At-Large Director
•Allied Director

                                 AMERICAN GAMING ASSOCIATION
                                 BOARD OF DIRECTORS MEETING
                                             18
Member List

ALLY MEMBERS                                       STATE ASSOCIATIONS
                                                   Casino Association of Indiana•
FINANCIAL
                                                   Illinois Casino Gaming Association
Morgan Stanley
                                                   Iowa Gaming Association
                                                   Louisiana Casino Association
NON-GAMING VENDOR:                                 Mississippi Gaming & Hospitality Association
BUSINESS TO BUSINESS                               Missouri Gaming Association
Cintas                                             Nevada Resort Association
Covington & Burling LLP                            Regulatory Management Counselors
Deloitte
Eckert Seamans Cherin & Mellott, LLC
Ernst & Young
Heart+Mind Strategies•
Nutanix
OneComply
PricewaterhouseCoopers•
Southern Glazer’s Wine & Spirits of Nevada•
Steelman Partners
Sysco
TBG Security Inc.

*Board-level Member Company
•At-Large Director
•Allied Director
Updated as of November 30, 2020

                                  AMERICAN GAMING ASSOCIATION
                                  BOARD OF DIRECTORS MEETING
                                              19
Anti-Trust Compliance Policy
and Guidelines
The American Gaming Association (“AGA” or “Association”) and its members share a common interest in
promoting the gaming industry and its appeal in the U.S. through education and advocacy. In doing so the
Association not only promotes the interests of its members, but also contributes to the U.S. economy and
consumer welfare. Yet, AGA members compete with other members of their industry. Accordingly, both
the AGA and its members must ensure that the Association and its various programs are used only to full
the mission of the Association, and not to restrict competition in any way, or even to create the appearance
of doing so.

Thus, it is the policy of the AGA to comply fully with all applicable antitrust laws. Full compliance with the
antitrust laws is a requirement for AGA membership, and responsibility for compliance rests with each
member.

This Antitrust Compliance Policy & Guidelines is intended to reflect the mutual commitment of the AGA
and its members to comply fully with the antitrust laws, and also to assist Association members and staff
in avoiding any potential for antitrust exposure in the first instance. Please note that the guidelines apply
equally to all members whenever they are engaged in Association activities, including attendance at any
AGA programs or meetings. Accordingly, the guidelines apply whenever members are attending any
Association program, as well as when they are speaking informally (including while socializing) when
attending any AGA meeting or program.

PROHIBITED PRICE AGREEMENTS AND DISCUSSIONS
AGA members are prohibited from agreeing to the price at which they will sell their products or services
regardless of the reasonableness of the price or whether the agreement is to raise, lower, peg, or stabilize
prices.

Thus, at any meeting in which the AGA is in any way involved, AGA members are prohibited from
discussing: Prices, costs, margins, or profits, including but not limited to discounts and bids; Formulas,
policies, procedures, or other means for the setting of prices, discounts or other terms of sale or rental;
Non-public, company-specific negotiated prices, rates, agreements or contracts; and Data regarding
industry costs, revenues, capacity, inventory, sales, profit margins, or other data that bear on prices of
members.

ASSOCIATION MEETING GUIDELINES
An agenda will be prepared and distributed before the start of a meeting; Meeting discussions must be
limited to agenda items unless the Chair approves additional topics; Minutes of a meeting should be
recorded and represent the legal record of what transpired; Prior approval will be obtained before
submitting statistics or other sensitive data to the Board of Directors or any program of the AGA;

                                   AMERICAN GAMING ASSOCIATION
                                   BOARD OF DIRECTORS MEETING
                                                     20
Anti-Trust Compliance Policy and Guidelines

Members and staff must object to any discussions or activities that appear to violate these guidelines,
disassociate from such activities, and leave the meeting if they continue; and

Members and staff should avoid colloquial language that might be mischaracterized later (e.g., “dominance,”
“only game in town,” “control the market”).

OTHER PROHIBITED AGREEMENTS AND DISCUSSIONS
At any AGA meeting or any meeting in which the AGA is in any way involved, AGA members are prohibited
from entering into any agreements with respect to, and from discussing:

Any possible reduction in the output of services or products; Controls or limits on service or product quality
or research;

Any possible agreement to refrain from competition, including though the division or allocation of any
markets, territories, customers, or suppliers, or any limitation on the nature of business to be conducted
by competitors; or

Any possible agreement or conduct which could be construed to constitute a boycott or an attempt to
exclude any competitor from the U.S. market, or any part of the U.S. market, or from participation in an
AGA-sponsored program or forum in which the competitor has a right to participate under AGA’s bylaws or
other established policies.

LOBBYING AND GOVERNMENTAL RELATIONS
One of the AGA’s core strategic priorities is to advocate on behalf of the gaming industry. It is important
that all advocacy on behalf of the Association be coordinated through the AGA Public Affairs staff.

                                   AMERICAN GAMING ASSOCIATION
                                   BOARD OF DIRECTORS MEETING
                                                     21
Resolutions

AGA BOARD MEETING RESOLUTIONS, DECEMBER 4, 2020
1. APPROVAL OF MINUTES

RESOLVED, that the Minutes of the November 7, 2019 meeting of Board of Directors of the AGA (the
“Board”) as set forth in the attached Exhibit A are approved.

2. COMMITTEE APPOINTMENTS

WHEREAS, the Board desires to appoint certain Board members to each of the Board-level committees as
of January 1, 2021; and

NOW, THEREFORE, BE IT RESOLVED, that the following directors are appointed or re-appointed, as the
case may be, to serve as members and/or as chairs of the indicated committees of the Board, effective as
of January 1, 2021 consistent with the AGA bylaws and until their respective successors are elected and
qualified or until their earlier death, resignation, or removal:

                              Executive                     Finance and Investment
                              Committee                           Committee
                          [TO BE PROVIDED                      [TO BE PROVIDED
                            AT MEETING]                          AT MEETING]
                     Nominating and Membership                   Compensation
                             Committee                            Committee
                          [TO BE PROVIDED                      [TO BE PROVIDED
                            AT MEETING]                          AT MEETING]

3. GENERAL AUTHORITY

NOW, THEREFORE, BE IT RESOLVED, that the proper officers of the AGA, and each of them, are hereby
authorized and directed to take all actions and execute, deliver, and file all agreements, certificates,
instruments, and documents, in the name and on behalf of the AGA; to pay or cause to be paid all
expenses; and to take all such other actions as the proper officers shall deem necessary, desirable,
advisable, or appropriate to consummate, effectuate, carry out or, further any transactions contemplated
by and the intent and purposes of the foregoing resolutions;

FURTHER RESOLVED, that in connection with any transactions or actions contemplated by the preceding
resolutions, the secretary of the AGA is authorized in the name and on behalf of the AGA to certify any more
formal or detailed resolutions as the secretary may deem necessary, desirable, advisable, or appropriate to
carry out the full intent and purposes of the foregoing resolutions; and that thereupon, such resolutions
shall be deemed adopted as and for the resolutions of the Board as if set forth at length herein; and

FURTHER RESOLVED, that that any actions taken by the proper officers of the AGA prior to the date of
the foregoing resolutions that are within the authority conferred thereby are ratified, confirmed, approved,
and adopted as actions of the AGA.

                                  AMERICAN GAMING ASSOCIATION
                                  BOARD OF DIRECTORS MEETING
                                                    22
Resolutions

EXHIBIT A. FALL 2019 MEETING                             Snowden (Penn National Gaming); and Suzanne
MINUTES                                                  Trout (Foxwoods) also attended.

MINUTES OF THE MEETING OF THE BOARD
                                                         Board Members Renato Ascoli (IGT); Ted Bogich
OF DIRECTORS OF THE AMERICAN GAMING
                                                         (Boyd); Rodney Butler (Foxwoods); Greg Carlin
ASSOCIATION
                                                         (Rush Street); Barry Cottle (Scientific Games);
The meeting of the Board of Directors (the
                                                         Bruce Dall (MotorCity); Janie Dillard (Choctaw
“Board”) of the American Gaming Association
                                                         Nation); Jay Dorris (Wind Creek); Lee Feldman
(“AGA”), a nonprofit corporation organized under
                                                         (GVC Holdings); Loren Gill (San Manuel Band of
the laws of the District of Columbia, was held at the
                                                         Mission Indians); Christopher Justice (Global
Washington, DC offices of Covington & Burling in
                                                         Payments); Parikshat Khanna (CG Technology);
the Burling Room at 850 Tenth Street, NW
                                                         David Lopez (AGS); Mark Macarro (Pechanga
Washington, DC 20001 at 8:39 a.m., Eastern Time,
                                                         Band); Bill McBeath (Cosmopolitan); John
on November 7, 2019. The following dDirectors
                                                         McManus (MGM Resorts); Rob Mesirow (PwC);
were present at the start of the meeting,
                                                         John Payne (VICI Properties); Ron Reese (Las
constituting a quorum: Chairman Tim Wilmott
                                                         Vegas Sands); Juan Rico (Chickasaw Nation); Mike
(Penn National Gaming); Jim Allen (Seminole Hard
                                                         Rumbolz (Everi); Michael Silberling (Mohegan
Rock); Wendy Anderson (BMM Testlabs); Stephen
                                                         Tribal Gaming Authority); James Silva (Morongo
Arcana (Golden Entertainment); Joe Asher (William
                                                         Band of Mission Indians); Ian Staller (Southern
Hill); Matt Bell (Casino Association of Indiana), Bo
                                                         Glazer’s); Christian Stuart (Caesars); and Ellen
Bernhard (UNLV); John Connolly (Interblock);
                                                         Whittemore (Wynn Resorts) were absent.
Trevor Croker (Aristocrat Technologies); Michael
Dominelli (NRT); Mark Fulton (Cherokee Nation
                                                         Also present were Bill Miller, President and CEO;
Entertainment, LLC); Kathy George (FireKeepers);
                                                         Alex Aragon, Allie Barth, Casey Clark, Elizabeth
Brian Hansberry (Delaware North); Elaine Hodgson
                                                         Cronan, Chris Cylke, Cait DeBaun, Will Dennis,
(Incredible Technologies); Edward King (Morgan
                                                         Jessica Feil, David Forman, Kerry Gaylor, Audra
Stanley); Kip Levin (FanDuel); Rick Meitzler
                                                         Hill, Brandon Leggiero, Yolanda Malry, Eloy
(Novomatic); Rob Norton (The Cordish
                                                         Martinez, Jonathan Michaels, Elsa Nguyen,
Companies); Joe Pappano (Vantiv Entertainment
                                                         Meredith Pallante, Mirvantz Pierre, Caroline
Solutions); Anna Sainsbury (GeoComply); Omer
                                                         Ponseti, Mario Rajan, Anton Severin, Gabrielle
Sattar (Sightline Payments); Steve Sutherland
                                                         Voorhees, and LaVonne Withey, all of the AGA;
(Konami Gaming); and Andrew Zarnett (Jefferies).
                                                         Jessica Chod, Outside General Counsel of the
                                                         Potomac Law Group; Kendall Bentz of High
Bo Bernhard (UNLV) and Andrew Zarnett
                                                         Lantern Group; and A.G. Burnett of McDonald
(Jefferies), both At-Large Directors were in
                                                         Carano. Presenters Kirk Blalock, Steve Elmendorf,
attendance.
                                                         and Rob Jekielek joined the meeting in progress
                                                         prior to their respective presentations.
Paul Anderson (Boyd), Titu Ashgar (Morongo),
Howard Glaser (Scientific Games), Deron Hicks
                                                         CHAIRMAN’S WELCOME
(Global Payments), Lou Jacobs (Delaware North),
                                                         Mr. Wilmott called the meeting to order and
Nick Khin (IGT); Bill Lance (Chickasaw Nation);
                                                         welcomed everyone to the meeting. He then
Martin Lycka (GVC); Patrick Nichols
                                                         referred directors to the antitrust policy in the
(Cosmopolitan); Dan Schrementi (Incredible
                                                         materials sent in advance of the meeting and that
Technologies), Darren Simmons (Everi); Jay
                                                         also had been provided to each director in hard

                                   AMERICAN GAMING ASSOCIATION
                                   BOARD OF DIRECTORS MEETING
                                                    23
Resolutions

copy at the meeting (the “Board Book”). He asked              Mr. Bretl to continue as Secretary and Treasurer of
that attendees be mindful of the policy and raise             the AGA;
any questions regarding the policy with Ms. Chod.
                                                              WHEREAS, the offices of Assistant Secretary and
Mr. Wilmott then turned to the approval of certain            Assistant Treasurer are currently vacant;
resolutions related to various corporate governance
items. First, he called the Directors’ attention to the       WHEREAS, the Executive Committee has
draft Board minutes from the April 10, 2019                   recommended to the Board that Ms. Chod and Ms.
meeting in the Board Book. He stated that these               Voorhees be elected to fill certain vacant officer
minutes would need to be approved. Mr. Wilmott                positions; and
then explained that the Board needed to vote on
the composition of the Board-level committees,                NOW, THEREFORE, BE IT RESOLVED, that the
certain vacant officer positions, and a banking and           Board acknowledges that Mr. Croker, current Vice
general authority resolution. He also noted the               Chairman of the AGA, will, as provided in the AGA
support of the Executive Committee for the                    bylaws, succeed Mr. Wilmott as Chairman for a
resolutions related to the composition of the                 two-year term beginning January 1, 2020, or until
Board-level committees and certain vacant officer             his earlier death, resignation, or removal, as
positions which had been approved by the                      provided for in the AGA bylaws.
Executive Committee at its November 6, 2019
meeting. Mr. Wilmott asked if there were any                  FURTHER RESOLVED, that the Board elects the
questions on these actions and related draft                  following individuals to the officer positions that
resolutions; hearing none and upon motion duly                appear next to their name below, to serve effective
made and seconded, the following resolutions were             as of the date appearing next to their name below
approved:                                                     and until the earlier election or qualification of his
                                                              or her successor or until his or her death,
APPROVAL OF MINUTES                                           resignation, or removal:
RESOLVED, that the Minutes of the April 10, 2019
meeting of Board of Directors of the AGA (the                 Dan Bretl-Secretary and Treasurer, effective July
“Board”) as set forth in the attached Exhibit A are           13, 2019; Jessica Chod-Assistant Secretary,
approved.                                                     effective November 7, 2019; Gabrielle Voorhees-
                                                              Assistant Treasurer, effective November 7, 2019
OFFICER APPOINTMENTS
WHEREAS, Mr. Wilmott’s term as Chairman ends                  COMMITTEE APPOINTMENTS
as of December 31, 2019;                                      WHEREAS, the Board desires to appoint certain
                                                              Board members to each of the Board-level
WHEREAS, Ms. Papadopoulos has resigned her                    committees as of January 1, 2020; and
offices of Secretary and Treasurer, effective July 12,
2019;                                                         NOW, THEREFORE, BE IT RESOLVED, that the
                                                              following Directors are appointed or re-appointed,
WHEREAS, the Executive Committee has ratified                 as the case may be, to serve as members and/or
the Compensation Committee’s prior action which               as chairs of the indicated committees of the Board,
appointed Mr. Bretl as Secretary and Treasurer of             effective as of January 1, 2020 consistent with the
the AGA and recommended that such                             AGA bylaws and until their respective successors
appointment be ratified and that the Board elect

                                    AMERICAN GAMING ASSOCIATION
                                    BOARD OF DIRECTORS MEETING
                                                         24
You can also read