In January 2018, the Company completed an underwritten public offering pursuant to its universal shelf registration statement, in which certain of the Company’s shareholders resold an aggregate of 6.5 million shares of the Company’s common stock, and the Company sold 975,000 newly issued shares of its common stock pursuant to the exercise in full of the underwriters’ over-allotment option to purchase additional shares. The Company’s net proceeds from the offering were $25.6 million after deducting underwriting discounts and offering expenses.

On November 7, 2018, the Board of Directors authorized the repurchase of up to $25 million shares of common stock, subject to available liquidity, general market and economic conditions, alternate uses for the capital and other factors. The Company uses the par value method of accounting for its stock repurchases. As a result of the stock repurchases, the Company reduces common stock and records charges to accumulated deficit. During the year ended December 31, 2018, the Company repurchased approximately 1.2 million shares of its $0.01 par value common stock in open market transactions at an average price of $16.06 per share, resulting in a charge to accumulated deficit of $19.6 million.

On March 12, 2019, the Board of Directors authorized the repurchase of up to $25 million worth of additional shares of common stock, subject to available liquidity, general market and economic conditions, alternate uses for the capital and other factors, which replaces the November 2018 share repurchase program. Share repurchases may be made from time to time in open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with the Company’s finance agreements. There is no minimum number of shares that the Company is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice.

On December 22, 2020, the Company repurchased 50,000 shares of its common stock from Lyle A. Berman, an independent non-employee member of the Company’s Board of Directors, pursuant to its share repurchase program at a price of $19.00 per share, resulting in a charge to accumulated deficit of $1.0 million. This transaction was approved by the Audit Committee of the Board of Directors prior to being executed. There were no other repurchase transactions under the Company’s share repurchase program during the year ended December 31, 2020.

On August 27, 2015, the Board of Directors of the Company approved the Golden Entertainment, Inc. 2015 Incentive Award Plan (the “2015 Plan”), which was approved by the Company’s shareholders at the Company’s 2016 annual meeting. The 2015 Plan authorizes the issuance of stock options, restricted stock, restricted stock units, dividend equivalents, stock payment awards, stock appreciation rights, performance bonus awards and other incentive awards. The 2015 Plan authorizes the grant of awards to employees, non-employee directors and consultants of the Company and its subsidiaries. Options generally have a ten-year term. Except as provided in any employment agreement between the Company and the employee, if an employee is terminated (voluntarily or involuntarily), any unvested options as of the date of termination will be forfeited.

The maximum number of shares of the Company’s common stock for which grants may be made under the 2015 Plan is 2.25 million shares, plus an annual increase on January 1st of each year during the ten-year term of the 2015 Plan equal to the lesser of 1.8 million shares, 4% of the total shares of the Company’s common stock outstanding (on an as-converted basis) and such smaller amount as may be determined by the Board of Directors in its sole discretion. The annual increase on January 1, 2020 was 1,066,403 shares. In addition, the maximum aggregate number of shares of common stock that may be subject to awards granted to any one participant during a calendar year is 2.0 million shares. As of December 31, 2020, a total of 1,501,007 shares of the Company’s common stock remained available for grants of awards under the 2015 Plan.


	Stock Options Outstanding	Weighted-Average Remaining Term (in years)	Weighted-Average Exercise Price		Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2020	3,126,521	6.1	$	11.61
Granted	—		$	—
Exercised	(84,875)		$	3.88
Cancelled	(2,292)		$	13.50
Expired	(148,013)		$	26.61
Outstanding at December 31, 2020	2,891,341	5.5	$	11.07	$	25,520
Exercisable at December 31, 2020	2,854,813	5.5	$	11.04	$	25,286

The total intrinsic value of stock options exercised was $1.3 million, $1.6 million and $16.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company has not granted any stock options since 2017 and the amount of cash received from stock options exercised during the year ended December 31, 2020 was insignificant.

The Company uses the Black-Scholes option pricing model to estimate the fair value and compensation cost associated with employee incentive stock options, which requires the consideration of historical employee exercise behavior data and the use of a number of assumptions including volatility of the Company’s stock price, the weighted-average risk-free interest rate and the weighted-average expected life of the options. The Company’s determination of fair value of share-based option awards on the date of grant using the Black-Scholes option pricing model is affected by the following assumptions regarding complex and subjective variables. Any changes in these assumptions may materially affect the estimated fair value of the share-based award.

•Expected term — The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. It is based upon the Company’s experience as to the average historical term of option grants that were exercised, canceled or forfeited. Management believes historical data is reasonably representative of future exercise behavior.

•Expected volatility — The volatility assumption is based on the historical actual volatility of the Company’s stock. Management concluded there were no factors identified which were unusual and which would distort the volatility figure if used to estimate future volatility. Future volatility may be substantially less or greater than expected volatility.

On March 14, 2018, the Compensation Committee of the Board of Directors of the Company approved a new long-term incentive structure for equity awards to be granted to the executive officers of the Company under the 2015 Plan. Under this new structure, commencing in the first quarter of 2018, the executive officers of the Company receive long-term equity awards in a combination of RSUs and PSUs. The number of PSUs that will be eligible to vest with respect to these PSU awards will be determined based on the Company’s attainment of performance goals set by the Compensation Committee. Following the two-year performance period, the number of “vesting eligible” PSUs will then be subject to one additional year of time-based vesting. Share-based compensation costs related to RSU and PSU awards are calculated based on the market price on the date of the grant. The Company periodically reviews the estimates of performance against the defined criteria to assess the expected payout of each outstanding PSU grant and adjusts the stock compensation expense accordingly.


	RSUs
	Shares	Weighted- Average Grant Date Fair Value		Total Fair Value of Shares Vested (in thousands)
Outstanding at January 1, 2018	—
Granted	241,542	$	29.09
Vested	—			$	—
Cancelled	(9,243)	$	28.72
Outstanding at December 31, 2018	232,299	$	29.10
Granted	564,805	$	13.88
Vested	(103,224)	$	29.61	$	1,596
Cancelled	(32,622)	$	20.77
Outstanding at December 31, 2019	661,258	$	16.44
Granted	624,415	$	9.65
Vested	(308,222)	$	16.06	$	3,336
Cancelled	(33,494)	$	16.58
Outstanding at December 31, 2020	943,957	$	12.06


	PSUs
	Shares (1)		Weighted- Average Grant Date Fair Value		Total Fair Value of Shares Vested (in thousands)
Outstanding at January 1, 2018	62,791		$	27.87
Granted	108,957	(2)	$	28.72
Vested	—				$	—
Cancelled	—
Outstanding at December 31, 2018	171,748		$	28.41
Granted	204,580		$	14.13
Vested	—				$	—
Cancelled	—
Outstanding at December 31, 2019	376,328		$	20.65
Granted	404,880		$	8.86
Vested	(5,254)		$	28.72	$	47
Cancelled	(32,235)		$	28.72
Outstanding at December 31, 2020	743,719		$	13.82

(1)The number of shares for the PSUs listed as outstanding at January 1, 2018 represents the actual number of PSUs granted to each recipient that are eligible to vest if the Company meets its performance goals for the applicable period. The number of shares listed as granted for PSUs granted after January 1, 2018 represents the “target” number of PSUs granted to each recipient eligible to vest if the Company meets its “target” performance goals for the applicable period. The actual number of PSUs eligible to vest for those PSUs will vary depending on whether or not the Company meets or exceeds the applicable threshold, target, or maximum performance goals for the PSUs, with 200% of the “target” number of PSUs eligible to vest at “maximum” performance levels.

(2)During the first quarter of 2020, the Company’s financial results for the performance goals applicable to the PSUs granted in March 2018 were certified, which resulted in the reduction of the PSUs granted in 2018 to the number of PSUs eligible to vest from 108,957 to 76,722 shares (with the 32,235 share adjustment shown in the table above as “Cancelled”), 5,254 of which shares have since vested.

As of December 31, 2020, the Company’s unrecognized share-based compensation expenses related to stock options, RSUs and PSUs was $0.2 million, $6.5 million and $3.4 million, respectively, which are expected to be recognized over a weighted-average period of 0.2 years for stock options and 1.9 years for both RSUs and PSUs.