Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders

On November 19, 2024, Bally's Corporation, a Delaware corporation ("Bally's or the "Company"),held a special meeting of stockholders by means of remote communications via a live interactive webcast on the internet (the "Special Meeting").

As of the record date, October 21, 2024 (the "Record Date"), there were 40,666,741 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), eligible to be voted at the Special Meeting. At the Special Meeting, 28,452,856 shares of the Common Stock eligible to be voted at the Special meeting, were present either in person or by proxy. Three matters were voted upon at the Special Meeting.

Proposal No.1 (the "Merger Proposal") was to consider and vote on the proposal to adopt that certain Agreement and Plan of Merger, dated as of July 25, 2024, (as it has been amended, supplemented or modified from time to time, the "Merger Agreement"), by and among SG Parent LLC, a Delaware limited liability company ("Parent"), the Company, The Queen Casino & Entertainment Inc., a Delaware corporation and affiliate of Parent ("Queen"), Epsilon Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company, Epsilon Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the Company, and, solely for purposes of specified provisions of the Merger Agreement, SG CQ Gaming LLC, a Delaware limited liability company (together with Parent and Queen, the "Buyer Parties"). Approval of the Merger Proposal required the affirmative vote of (i) the holders of a majority of all of the outstanding shares of Common Stock entitled to vote thereon (the "Majority Vote"), and (ii) the holders of a majority of the outstanding shares of Common Stock held by the Unaffiliated Company Stockholders (as defined in the Merger Agreement) entitled to vote thereon (the "Unaffiliated Stockholders Vote"), in each case, as of the Record Date (the "Requisite Stockholder Approval"). As defined in the Merger Agreement, the term "Unaffiliated Company Stockholders" means the holders of Common Stock, excluding those shares of Common Stock held, directly or indirectly, by or on behalf of (i) Parent, Standard RI Ltd., SBG Gaming, LLC ("SBG Gaming"), Noel Hayden or their respective affiliates and those members of the Board of Directors of the Company who are employees of Parent, SBG Gaming or any of their respective affiliates, (ii) any person that the Company has determined to be an "officer" of the Company within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended, and (iii) any holder of shares of Common Stock who, prior to the receipt of the Requisite Stockholder Approval, enters into any contract, agreement or other legally binding arrangement with any Buyer Party or any of its respective affiliates pursuant to which such holder of shares of Common Stock agrees to vote to adopt the Merger Agreement or to make a Rolling Share Election (as defined in the Merger Agreement). As of the Record Date, there were 25,797,257 shares of Common Stock of the Company held by Unaffiliated Company Stockholders. Voting results for the Merger Proposal were as follows:

		For			Against			Abstain			Broker Non-Votes
Majority Vote			28,141,876				212,373				98,608				-
Unaffiliated Stockholder Vote			13,280,078				212,372				96,608				-

The Merger Proposal was approved.

Proposal No.2 (the "Advisory Compensation Proposal") was to consider and vote on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Bally's to its named executive officers in connection with the transactions contemplated by the Merger Agreement. Approval of the Advisory Compensation Proposal required the affirmative vote of holders representing a majority of the votes cast by the stockholders present by means of remote communication or represented by proxy at the Special Meeting and entitled to vote on such proposal. Voting results for the Advisory Compensation Proposal were as follows:

		For			Against			Abstain			Broker Non-Votes
Majority Vote			27,037,442				456,952				958,462				-

The Advisory Compensation Proposal was approved.

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