United States securities and exchange commission logo
December 4, 2023
Blake Sartini
Chief Executive Officer
Golden Entertainment, Inc.
6595 S. Jones Boulevard
Las Vegas, Nevada 89118
Re: Golden
Entertainment, Inc.
Definitive Proxy
Statement on Schedule 14A
Filed April 12,
2023
File No. 000-24993
Dear Blake Sartini:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments. Please respond to these comments by
confirming that you
will revise your future proxy disclosures in accordance with the topics
discussed below.
Definitive Proxy Statement on Schedule 14A filed April 12, 2023
Pay versus Performance, page 45
1. We note that you have
included Adjusted EBITDA, a non-GAAP measure, as your
Company-Selected
Measure pursuant to Regulation S-K Item 402(v)(2)(vi). Please
provide disclosure
showing how this number is calculated from your audited financial
statements, as required
by Regulation S-K Item 402(v)(2)(vi). You may satisfy the
disclosure requirement
by a cross-reference to a different part of the definitive proxy
statement; however,
incorporation by reference to a separate filing will not satisfy this
disclosure requirement.
Please contact Alyssa Wall at 202-551-8106 or Amanda Ravitz at
202-551-3412 with any
other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program