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): June 10, 2020


SCIENTIFIC GAMES CORPORATION
(Exact name of registrant as specified in its charter)


Nevada
  
81-0422894
(State or other jurisdiction of incorporation)
  
(IRS Employer
   
Identification No.)

001-11693
(Commission File Number)

6601 BERMUDA ROAD, LAS VEGAS, NV 89119
(Address of registrant’s principal executive office)

(702) 897-7150
(Registrant’s telephone number, including area code)


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:

☐
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 Exchange Act:

Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $.001 par value
SGMS
The NASDAQ Stock Market
Preferred Stock Purchase Rights
 SGMS
The NASDAQ Stock Market

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 5.07.  Submission of Matters to a Vote of Security Holders.

On June 10, 2020, Scientific Games Corporation (the “Company”) held its annual meeting of stockholders.

At the annual meeting, the Company’s stockholders: (1) elected all of the Company’s nominees for members of the Board of Directors to serve for the ensuing year and until their respective successors are duly elected and qualified; (2) approved, on an advisory basis, the compensation of the Company’s named executive officers; and (3) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The proposals are further described in the Company’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 28, 2020.

The voting results are as follows:

Proposal 1: Election of Directors

 
For
  
Withheld
  
Broker Non-Votes
Ronald O. Perelman
68,341,942
  
9,683,522
  
9,778,394
Barry L. Cottle
68,853,201
  
9,172,263
  
9,778,394
Peter A. Cohen
60,742,081
  
17,283,383
  
9,778,394
Richard M. Haddrill
68,582,780
  
9,442,684
  
9,778,394
Jack A. Markell
69,004,620
  
9,020,844
  
9,778,394
Michael J. Regan
60,133,588
  
17,891,876
  
9,778,394
Barry F. Schwartz
68,414,596
  
9,610,868
  
9,778,394
Frances F. Townsend
68,354,409
  
9,671,055
  
9,778,394
Maria T. Vullo
61,822,832
  
16,202,632
  
9,778,394
Kneeland C. Youngblood
68,675,302
  
9,350,162
  
9,778,394


Proposal 2: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

For
  
Against
  
Abstain
  
Broker Non-Votes
 
 
56,068,174
  
20,491,468
  
1,465,822
  
9,778,394
 
 


Proposal 3: Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm

For
  
Against
  
Abstain
 
 
86,971,052
  
648,466
  
184,340
 
 



2


SIGNATURES

Pursuant 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.


Date: June 12, 2020
SCIENTIFIC GAMES CORPORATION
 
 
By:
/s/ Michael C. Eklund
   
Name:
Michael C. Eklund
   
Title:
Executive Vice President, Chief Financial
Officer, Treasurer and Corporate Secretary
 


3