Sector: Consumer Discretionary
RED ROCK RESORTS ORS CLASS A INC · Meeting: June 4, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
RRR's 3-year total shareholder return of +37% outperforms the compensation peer group median by +54.9 percentage points, well below the 65-point threshold required to trigger a vote against at this positive return level; no overboarding, attendance, or independence concerns apply to this executive director.
Same strong peer-relative TSR performance as above clears the policy threshold; no overboarding or attendance issues identified, and his deep gaming industry experience supports his board role.
RRR's 3-year TSR outperforms the peer median by +54.9 percentage points, which does not meet the 65-point trigger; Cashell attended 100% of meetings, has relevant gaming industry experience, and serves only on independent committees.
TSR performance clears the policy threshold; Lewis attended 100% of meetings and the board has reviewed and disclosed the related-party lease transaction with his family's real estate company, finding it resulted from an arms-length bid process and does not impair his independence.
TSR performance clears the policy threshold; Nave attended 100% of meetings, is designated as the audit committee financial expert, and serves as lead independent director providing meaningful governance oversight.
All five nominees receive a FOR vote. RRR's 3-year total shareholder return of +37% outperforms its compensation peer group median by +54.9 percentage points, which falls short of the 65-point underperformance threshold required to trigger an AGAINST vote for directors with strong positive absolute returns. Every director attended 100% of board and committee meetings. No overboarding, independence, or qualification concerns were identified.
CEO
Frank J. Fertitta III
Total Comp
$13,349,153
Prior Support
98.69%%
CEO Frank Fertitta III received total compensation of $13,349,153 in 2025, driven primarily by a large equity grant ($9,713,611 in stock options and restricted shares) that was absent in the two prior years — making 2025 compensation appear significantly elevated versus the prior-year run rate of roughly $3.3–3.5 million. The pay-for-performance alignment is strong: RRR's 3-year total shareholder return of +37% outperforms the peer group median by +54.9 percentage points and the company's adjusted EBITDA grew to $848.6 million. However, the equity awards vest solely on a time basis (no performance conditions), which is a structural weakness — executives can receive above-benchmark equity grants regardless of future results, meaning these awards function more like retention pay than performance pay. Balanced against the exceptional shareholder returns, a robust clawback policy, the prior year's 98.69% shareholder approval, and the meaningful retention rationale for a founder-led gaming company, this program narrowly passes the overall policy screens and receives a FOR vote.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,952,187
Non-Audit Fees
$54,200
Non-audit fees (tax advisory of $47,000 plus the $7,200 online research tool subscription, totaling $54,200) represent approximately 1.8% of audit fees of $2,952,187, far below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a $5.7 billion market cap company. Auditor tenure was not disclosed in the proxy, so the tenure trigger does not fire per policy. No material financial restatements were identified.
The 2026 Red Rock Resorts annual meeting presents three standard proposals, all of which receive a FOR vote under this policy. The company has delivered exceptional shareholder returns — a 3-year total shareholder return of +37% that outperforms gaming and hospitality peers by nearly 55 percentage points — supporting both the director slate and the compensation program, though the absence of performance conditions on equity awards remains a structural concern worth monitoring.
13 companies disclosed in 2026 proxy filing
