0001300514false12/3100013005142025-01-282025-01-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 28, 2025
| | | | | | | | |
| LAS VEGAS SANDS CORP. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
| (State or other jurisdiction of incorporation) |
| 001-32373 | 27-0099920 |
| (Commission File Number) | (IRS Employer Identification No.) |
| | | |
| 5420 S. Durango Dr. | |
| Las Vegas, | Nevada | 89113 |
| (Address of principal executive offices) | (Zip Code) |
(702) 923-9000
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(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. below): | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| | | | | | | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| | | | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| | | | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| | | | | | | | |
Securities registered pursuant to Section 12(b) of the Act: | |
| | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | |
| Common Stock ($0.001 par value) | | LVS | | New York Stock Exchange | |
| | | | | | | | |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
| | | | | | | | |
| Emerging growth company | ☐ | | | | |
| | | | | | | | |
| 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. | ☐ |
| | | | | |
ITEM 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 28, 2025, the Board of Directors (the “Board”) of Las Vegas Sands Corp. (the “Company”) approved and adopted the Fourth Amended and Restated By-Laws of the Company (the “Fourth Amended and Restated By-Laws”), which amend and restate the Third Amended and Restated By-Laws of the Company in its entirety, effective immediately. The amendments effected by the Fourth Amended and Restated By-Laws provide for (i) the Company’s election to opt out of the provisions of Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, which relate to the acquisitions of controlling interests in the Company, and (ii) other minor updates.
The foregoing description is qualified in its entirety by reference to the Fourth Amended and Restated By-Laws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| | | | | |
| ITEM 9.01. | Financial Statements and Exhibits. |
| | | | | |
| (d) | Exhibits |
| 3.1 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
| |
| |
| |
| |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: January 28, 2025
| | | | | | | | | | | |
| | | LAS VEGAS SANDS CORP. |
| | By: | /S/ D. ZACHARY HUDSON |
| | | Name: D. Zachary Hudson
Title: Executive Vice President, Global General Counsel and Secretary |
| | | |