SCHEDULE 14A Consent Statement Pursuant to Section 14(a) of the - PDF document

SCHEDULE 14A Consent Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Consent Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Consent Statement [X] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 Full House Resorts, Inc. (Name of Registrant as Specified In Its Charter) Daniel R. Lee Ellis Landau Ray Hemmig W.H. Baird Garrett Bradley M. Tirpak Craig W. Thomas (Name of Person(s) Filing Consent Statement, if other than the Registrant) Payment of Filing Fee (check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed:

Concerned Concerned Concerned Stockholders Stockholders Stockholders of Full House of Full House of Full House Full House Resorts, Inc. (FLL) Solicitation to Call a Special Meeting by the Concerned Stockholders of Full House Investor Presentation November 12, 2014

Table of Contents Concerned Stockholders of Full House Executive Summary 3 o Background 4 o Recent Bylaw Changes 6 o Sale Process 7 Reasons for Change o Share Price Performance 8 o Operations & Capital Allocation 10 o Compensation & Governance 21 Immediate Action is Needed 25 The Special Meeting 26 Appendix: Timeline, Proposed Nominees, Management 27 2

Executive Summary Concerned Stockholders of Full House • We believe the Full House Board has failed stockholders • The stock is down 59% in the year ended September 30, 2014 • The Company has significantly underperformed the Russell 2000 index and the Dow Jones U.S. Gambling Index over one, three and five year periods • The Company has a history of poor operations and has made poor capital allocation decisions that appear to be focused on empire building • Despite the Company’s poor performance, the Board has rewarded management with generous compensation packages • After we called a Special Meeting, the Company changed its bylaws and initiated a sale process • We believe the Full House Board is not capable of effectively overseeing management and is in immediate need of truly independent directors • We believe a Special Meeting of shareholders is urgently needed to improve the Board with independent directors who can protect the interests of all shareholders during the sale process or on a go forward basis 3

Full House Resorts, Inc. Concerned Stockholders of Full House Background • Full House, Inc. owns three casinos and manages a fourth o Rising Star, Rising Sun, IN (owned) acquired in 2011 o Silver Slipper, Bay St. Louis, MS (owned) acquired in 2012 o Stockman’s, Fallon NV (owned) acquired in 2007 o Grand Lodge, Lake Tahoe, NV (leased) • In 2011, the Company pivoted strategy from primarily managing casinos to owning and operating acquiring properties • Revenues at the Company’s owned casinos have been falling • 18.9 million shares outstanding, approximately $60 million in debt, $16 million in cash, with approximately $8-$12 million ‘cage cash’ needed for working capital • Chairman and CEO started in March 2004 • COO has been director since 2005 and employee since 2007 Note: COO Mark Miller was appointed to the Board in May 2005. He became CFO in February 2007 and resigned from the Board. He was re-appointed director in May 2007. He became COO in May 2009 4

Concerned Stockholders Concerned Stockholders of Full House Background • Daniel R. Lee is Managing Partner of Creative Casinos. He was previously Chairman and Chief Executive Officer of Pinnacle Entertainment (NYSE: PNK) from 2002 to 2009. In the 1990s, he was Chief Financial Officer, Treasurer and Sr. Vice President of Finance and Development at Mirage Resorts, reporting to Mirage CEO Steve Wynn. During the 1980s, Mr. Lee was a securities analyst for Drexel Burnham Lambert and CS First Boston, specializing in the lodging and gaming industries. He has served as an independent director on the boards of several public and private companies, including Myers Industries (NYSE: MYE), Gabelli Securities, Inc. and LICT Corporation (OTC: LICT). He currently holds a gaming license in the State of Nevada and has been licensed previously in Indiana and Mississippi, the three jurisdictions where the Company operates. He earned a B.S. degree in Hotel Administration and MBA, both from Cornell University. • Bradley M. Tirpak is a professional investor and co-founder of Shareholder Advocates for Value Enhancement (SAVE) and a Managing Member of various investment partnerships. Prior to founding SAVE, Bradley Tirpak was a portfolio manager at Credit Suisse First Boston, Caxton Associates, and Sigma Capital Management. Between 1993 and 1996, he was the founder and CEO of Access Telecom, Inc. an international telecommunications company doing business in Mexico. Mr. Tirpak is a former Director of USA Technologies, Inc. He earned a B.S.M.E. from Tufts University and earned his MBA from Georgetown University. • Craig W. Thomas is a professional investor and co-founder of Shareholder Advocates for Value Enhancement (SAVE) and a Managing Member of various investment partnerships. Prior to founding SAVE, Mr. Thomas served as a Research Analyst and Portfolio Manager at S.A.C. Capital Advisors and affiliates from 2003 to 2008. Mr. Thomas was an Analyst at Goff Moore Strategic Partners and Rainwater, Inc. from 1999 to 2001 and an Associate at The Boston Consulting Group, Inc. from 1997 to 1999. Mr. Thomas is a former director of Direct Insite, Inc. (DIRI) and Laureate Education, Inc. He earned his A.B. from Stanford University and earned his MBA from the Graduate School of Business at Stanford University. The Concerned Stockholders collectively own 1,162,482 shares of Full House Resorts, Inc. or approximately 6.2% of the shares outstanding 5

Attempts to Thwart Special Meeting Concerned Stockholders of Full House Recent Bylaw Changes • We have attempted to engage the Company since February 2014 • October 9, 2014, the Concerned Stockholders filed a 13-D and preliminary solicitation statement to call a Special Meeting • October 13, 2014, the Company announced it is exploring strategic alternatives and has hired advisors • October 21, 2014, the Company announced changes to its corporate bylaws giving the Board the power to delay a Special Meeting, notably past the automatic renewal date of employment contracts for the CEO and COO • Before the changes, the Company was required to schedule the meeting with not less than 10 nor more than 50 days notice • Recent bylaw change purports to allow the Board to delay a Meeting. We believe that if challenged, this change would be unenforceable under Delaware law We believe the bylaw change was an attempt to entrench the Board and enrich management 6

Company Announces Sale Concerned Stockholders of Full House Company Reacts to Concerned Stockholders • October 22, 2014 the Company announced that it will initiate a sale process • Any sale would require lengthy review and approval by state gaming authorities • The Company’s credit agreements are approximately 18 months from expiration • In our view, selling the Company with the credit agreements imminently due could result in a situation where the lenders or buyers have disproportionate leverage over the equity holders in any negotiation • In the past, the Second Lien holder foreclosed on Casino Miami Jai-Alai, a highly levered casino, even after the casino being sold had found a buyer • None of the current directors have ever run a process to sell a company • We question the motives behind the hastily arranged sale process and do not trust the Board or management to maximize shareholder value Our nominees have extensive transactional experience in the gaming industry Note: A affiliate of Summit Partners foreclosed upon Florida Gaming: ABC Funding, LLC v. Florida Gaming Centers and Florida Gaming Corp., St. Lucie, Florida Circuit Court Case #: 56-2012-CA-003525 7