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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) October 18, 2022
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| 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.) |
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| 5500 Haven Street | |
| Las Vegas, | Nevada | 89119 |
| (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) | |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
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Securities registered pursuant to Section 12(b) of the Act: | |
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| 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 | |
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| 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). | |
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| Emerging growth company | ☐ | | | | |
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| 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. | ☐ |
On October 18, 2022, the Board of Directors (the “Board”) of Las Vegas Sands Corp. (the “Company”) approved an amendment (the “By-Laws Amendment”) to the Amended and Restated By-Laws of the Company. The By-Laws Amendment became effective on October 18, 2022. The By-Laws Amendment (i) makes compliance with the applicable provisions of Rule 14a-19 under the Securities Exchange Act of 1934, as amended, a requirement for a stockholder’s eligibility to nominate a director candidate, (ii) requires a stockholder providing a notice of nomination to the Board or a notice of business at the annual or special meeting of stockholders to provide certain disclosures and updates to the original notice and make certain representations and (iii) reflects other minor updates.
The foregoing description is qualified in its entirety by reference to the copy of the By-Laws Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.
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| ITEM 9.01. | Financial Statements and Exhibits. |
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| (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: October 24, 2022
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| | | LAS VEGAS SANDS CORP. |
| | By: | /S/ D. ZACHARY HUDSON |
| | | Name: D. Zachary Hudson
Title: Executive Vice President, Global General Counsel and Secretary |
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