Monarch Casino & Resort, Inc. (“Monarch”) has adopted this Regulation FD Disclosure Policy (this “Policy”) as part of its continued commitment to the fair disclosure of material nonpublic information, consistent with the Securities and Exchange Commission’s Regulation Fair Disclosure (“Regulation FD”).
It is Monarch’s policy to comply with all periodic reporting and disclosure requirements, including Regulation FD, in a timely manner. No person shall disclose material non-public information about Monarch except as provided for by the Securities and Exchange Commission (the “SEC”) rules and regulations. Monarch has established the following guidelines to ensure compliance with Regulation FD and avoid selective disclosure of material non-public information.
I. Public Posting
Monarch will post this Policy on its website at www.monarchcasino.com and update it as necessary to ensure stockholders, institutional investors, broker/dealers, analysts and the media (collectively, “Securities Market Participants”) are informed about the disclosure policy. The term “Securities Market Participants,” as it is used in this Policy, does not include those persons to which the disclosure requirements of Regulation FD expressly do not apply, such as Monarch’s outside securities law counsel and independent auditors or persons who expressly agree to maintain disclosed information in confidence in an agreement approved by the General Counsel.
II. Authorized Representatives
The only persons authorized to communicate on behalf of Monarch to Securities Market Participants are the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), General Counsel, Director of Investor Relations and other persons specifically designated by the CEO or CFO to speak with respect to a particular topic or purpose (each an “Authorized Spokesperson” or collectively the “Authorized Spokespersons”). Any time an Authorized Spokesperson determines to disclose or discuss nonpublic Monarch information with anyone who is or might be a Securities Market Participant and such Authorized Spokesperson is unsure as to whether the information is material, prior to such disclosure, the Authorized Spokesperson should consult with Monarch’s General Counsel or outside counsel to determine whether the information is material. If the determination is made that the information to be disclosed is material, the information must be disclosed via a means reasonably designed to provide broad non-exclusionary distribution to the public, such as a press release or filing a Form 8-K with the SEC (“Public Disclosure”).
Except as provided above, Monarch employees shall not communicate with Securities Market Participants and should refer all questions to an Authorized Spokesperson. This policy will be communicated broadly to employees at least annually.
In order to ensure that complete and accurate information is obtained, Securities Market Participants should direct all inquiries regarding Monarch’s financial condition, results of operations, strategies and other similar matters, to the CEO or CFO. Statements by employees or agents who are not Authorized Spokespersons should not be relied upon.
Monarch believes that one-on-one communications with Securities Market Participants are a valuable component of its investor relations program. During such conversations, Authorized Spokespersons may discuss information that Monarch has previously released in a Public Disclosure, non-material information and generally known company or industry-related information.
III. Inadvertent Disclosure
If any person suspects that material non-public information has been inadvertently or mistakenly disclosed via a means other than through Public Disclosure then that person must notify the General Counsel immediately. Upon determination by the General Counsel that material non-public information that has been inadvertently disclosed via a means other than through Public Disclosure, Monarch will make Public Disclosure of such information as soon as reasonably practicable (but in no event after the later of 24 hours or the commencement of the next day’s trading on the New York Stock Exchange, as required by Rule 101(d) of Regulation FD) after a director, the CEO, CFO, or General Counsel learns of a non-intentional disclosure of information that the director, CEO, CFO, or General Counsel knows, or is reckless in not knowing, is both material and non-public.
Monarch will not respond to inquiries on specific potential corporate transactions or similar developments, whether or not there is a basis in fact for the inquiry. Similarly, Monarch will not comment on rumors. The efficacy of this “no comment” policy depends on consistent application. No person may confirm or deny the existence of any such development or make a statement based on his or her personal knowledge, since that knowledge may be inaccurate or incomplete.
V. Quarterly Earnings Release Conference Calls and Updates
If Monarch holds quarterly or topical investor conference calls, they will be open to the public and media and will provide public notice of the call through a media release, by electronic distribution and by posting on at least one well known public financial information website as well as the Monarch website. Before any quarterly conference call, Monarch will furnish a quarterly or annual written earnings release to the SEC on a Form 8-K.
Playback of the conference call will be provided on the Monarch website after the conference call.
When Monarch provides guidance relative to its financial goals, all guidance and changes to or affirmations of guidance will be provided through Public Disclosure.
Following any investor call or public comment, Monarch will not provide new material information or elaborate in a material way beyond what was overed during the call or public comment.
VI. Analyst Models and Reports
If requested, Monarch may, in its discretion, review draft analyst reports and model inputs of actual results, but any such review shall be limited to reviewing for accuracy of publicly disclosed or publicly available information. Monarch shall not accept any responsibility for any analyst report or model, in whole or in part, and whether or not reviewed by Monarch.
| View Competitors
| Short Interest
| Analyst Info Summary
EPS | Earnings Surprise | Forecast | Momentum | P/E Ratio | Earnings Growth | P/E & Growth Rates | PEG Ratio
Holdings/Insiders | Stock Report | Real-Time Filings | Equity Options | Guru Analysis
All NASDAQ links open a new window to nasdaq.com. Monarch is not responsible for content on nasdaq.com.