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MTR GAMING GROUP INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

July 18, 2014

Item 5.07. Submission of Matters to a Vote of Security Holders.



MTR Gaming Group, Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting") on July 18, 2014. The following is a summary of the matters voted upon at the Special Meeting and the votes cast on each matter.

Proposal 1: To approve and adopt the Agreement and Plan of



Merger, dated as of September 9, 2013, as amended November 18, 2013, February 13, 2014 and May 13, 2014, by and among MTR Gaming Group, Inc., Eclair Holdings Company, Ridgeline Acquisition Corp., Eclair Acquisition Company, LLC, Eldorado HoldCo LLC ("Eldorado") and certain other parties thereto.

The stockholders approved and adopted the Agreement and Plan of Merger. The number and type of votes cast with respect to the proposal were as follows:

For Against Abstain 23,131,295 52,815 373,644 Proposal 2: To approve, on an advisory (non-binding) basis, the



compensation that may be paid or become payable to MTR's named executive officers in connection with the mergers.

The stockholders approved on an advisory, non-binding basis the compensation paid to our named executive officers that may be paid or become payable to MTR's named executive officers in connection with the mergers as disclosed in the Company's proxy statement/prospectus, included with the Company's Registration Statement on Form S-4 (File No. 333-192086), filed on June 16, 2014. The number and type of votes cast with respect to this proposal, as well as the number of broker non-votes with respect to such proposal, were as follows:

For Against Abstain 21,814,259 965,172 778,323 Item 8.01. Other Events.



On July 18, 2014, the Company and Eldorado issued a joint press release. The press release, attached hereto as Exhibit 99.1, is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 99.1 Press Release dated July 18, 2014.


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Source: Edgar Glimpses


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