UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~report OF(Date ~~1934~~of earliest event reported): May 24, 2018

Date of Report (Date of earliest event reported): May 15, 2018

TROPICANA ENTERTAINMENT INC.

(Exact Name of Registrant as Specified in ~~its~~ Charter)

Delaware		000-53831		27-0540158
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification ~~Number~~No.)

8345 W. Sunset Road, Suite 300, Las Vegas, Nevada 89113

8345 W. Sunset Road, Suite 300, Las Vegas, Nevada		89113
(Address of Principal Executive Offices)		(Zip Code)

~~(Address~~Registrant’s oftelephone ~~Principal~~number, ~~Executive~~including ~~Offices,~~area ~~Zip~~code ~~Code~~(702) 589-3900

Registrant’s telephone number, including area code: (702) 589-3900

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§~~230~~232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 75.0107 ~~Regulation~~Submission FDof ~~Disclosure~~Matters to a Vote of Security Holders.

OnThe ~~May 15,~~Annual ~~2018,~~Meeting ~~Tropicana~~of ~~Entertainment~~Stockholders ~~Inc.~~ (the “~~Company~~Annual Meeting”) ~~issued a press release announcing the expiration~~ of ~~the~~Tropicana ~~“window-shop”~~Entertainment ~~period provided for in the Agreement and Plan of Merger with Eldorado Resorts,~~ Inc. (~~“Parent”),~~the ~~Delta Merger Sub, Inc. (~~“~~Merger Sub~~Company”), ~~and~~was ~~GLP~~held ~~Capital,~~on ~~L.P., a subsidiary of Gaming and Leisure Properties,~~May ~~Inc. (“GLP”)~~24, ~~dated April 15,~~ 2018 ~~(the “Merger Agreement”)~~. At ~~The Company did not receive any proposals or requests for information from third parties during~~ the ~~“window-shop”~~Annual ~~period.~~Meeting, ~~The press release also announced that~~ the ~~Company received the required approval of the transaction by its~~ stockholders, ~~which~~voted ~~was~~on ~~effected through~~ the ~~written~~following ~~consent~~three ofproposals ~~American~~and ~~Entertainment~~cast ~~Properties~~their ~~Inc.,~~votes aas ~~significant~~described ~~stockholder of the Company~~below.

AProposal ~~copy of the press release is attached hereto as Exhibit 99.~~1 ~~and is incorporated herein in its entirety by reference.~~

~~Limitation on Incorporation by Reference.~~ The ~~information~~individuals ~~furnished~~listed inbelow ~~this~~were ~~Item~~elected ~~7.01,~~at ~~including~~ the ~~information~~Annual ~~contained~~Meeting into ~~Exhibit 99.1,~~serve ~~shall~~on ~~not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~Company’s ~~Exchange~~Board ~~Act~~ of ~~1934,~~Directors ~~as amended~~ (the “~~Exchange Act~~Board”), oruntil ~~otherwise subject to~~ the ~~liabilities~~next ofannual ~~that~~meeting ~~section, nor shall it be deemed incorporated by reference in any filing under the Securities Act~~ of ~~1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing~~stockholders.

Safe Harbor Statement under U.S. Private Securities Litigation Reform Act of 1995

	For	Withhold	Broker Non-Vote
Carl C. Icahn	22,167,615	428,341	397,212
Anthony P. Rodio	22,486,426	109,530	397,212
Keith Cozza	22,171,283	424,673	397,212
Daniel A. Cassella	22,595,956	0	397,212
Hunter C. Gary	22,171,052	424,904	397,212
William A. Leidesdorf	22,285,710	310,246	397,212
Daniel H. Scott	22,595,725	231	397,212

~~This~~Proposal Current Report on Form 8-K and Exhibit 99.1 hereto contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve substantial known and unknown risks and uncertainties. In some situations, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions intended to identify forward-looking statements. Such statements include, but are not limited to, statements regarding the Company’s planned merger and real estate sale, including the anticipated timing thereof. You should consider these statements carefully because they discuss our plans regarding the merger and real estate purchase, and our strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. These statements are subject to certain risks, uncertainties, and assumptions, including, but not limited to, the requirement to satisfy closing conditions to the merger and real estate purchase, including, but not limited to, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the receipt of governmental approvals relating to the conduct of gaming operations; the outcome of any legal proceedings that may be instituted against the Company or others related to the transaction; the ability to retain certain key employees of the Company; and the risks identified and discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2018, the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018, filed with the SEC on May 2, 2018, and the other documents that the Company files with the SEC from time to time. There will be events in the future, however, that the Company is not able to predict accurately or control. The Company’s actual results may differ materially from the expectations that the Company describes in its forward-looking statements. Factors or events that could cause the Company’s actual results to materially differ may emerge from time to time, and it is not possible for the Company to accurately predict all of them. Any forward-looking statement made by the Company in this Current Report on Form 8-K and Exhibit 99.1 hereto speaks only as of the date on which the Company makes it. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

~~Additional~~A ~~Information~~proposal ~~and~~to ~~Where~~ratify tothe ~~Find~~appointment Itof Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, as described in the proxy materials. This proposal was approved.

This communication is being made in respect of the proposed merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation in the merger (the “Merger”) and the proposed sale by the Company of the real property assets held by its subsidiaries, other than the Company’s operations and subsidiaries located in Aruba, to GLP (the “Real Estate Purchase”). The Real Estate Purchase will be made pursuant to a Real Estate Purchase Agreement (the “Real Estate Purchase Agreement”) with GLP. The Company will prepare an information statement for its stockholders containing the information with respect to the Merger and the Real Estate Purchase specified in Schedule 14C promulgated under the Exchange Act, and describing the

For		Against		Abstain		Broker Non-Vote
22,993,168		0		0		—

2Proposal 3

~~proposed~~An ~~Merger~~advisory ~~and~~vote ~~the~~to ~~proposed~~approve ~~Real~~executive ~~Estate Purchase. When completed~~compensation, aas ~~definitive~~described information statement will be mailed to the Company’s stockholders. Investors are urged to carefully read the information statement regarding the proposed Merger and the proposed Real Estate Purchase and any other relevant documents in ~~their entirety when they become available because they will contain important information about~~ the ~~proposed~~proxy ~~Merger and the proposed Real Estate Purchase~~materials. ~~You~~This ~~may~~proposal ~~obtain~~was copies of all documents filed with the SEC regarding the Real Estate Purchase Agreement, the Merger Agreement, the Real Estate Purchase and the Merger, free of charge, at the SEC’s website, http://wwwapproved.~~sec.gov, or from the Company by directing a request by mail to the Company at 8345 W. Sunset Road, Suite 300, Las Vegas, Nevada 89113, Attention: Corporate Secretary.~~

Item 9.01 Financial Statements and Exhibits

For		Against		Abstain		Broker Non-Vote
22,595,707		249		0		397,212

~~(d) Exhibits~~2

Exhibit No.		Description
99.1		Press Release of Tropicana Entertainment Inc. dated May 15, 2018.

SIGNATURES

3Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURE

	TROPICANA ENTERTAINMENT INC.
Date: May 24, 2018
	By:	/s/ THERESA GLEBOCKI
	Name:	Theresa Glebocki
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~3

Dated: May 15, 2018
	TROPICANA ENTERTAINMENT INC.
	By:	/s/ Theresa Glebocki
	Name:	Theresa Glebocki
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

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