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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): April 9, 2020

 

 

Boyd Gaming Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Nevada

001-12882

88-0242733

 (State or Other Jurisdiction of Incorporation)

 (Commission File Number)

(I.R.S. Employer Identification Number)

 

3883 Howard Hughes Parkway, Ninth Floor 

Las Vegas, Nevada 89169

(Address of Principal Executive Offices, Including Zip Code)

 

(702) 792-7200 

(Registrant’s Telephone Number, Including Area Code)

 

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

 

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, $0.01 par value per share

BYD

New York Stock Exchange

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The disclosures set forth under Proposals 1 and 4 in Item 5.07 are incorporated herein by reference.

 

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

 

At the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Boyd Gaming Corporation (the “Company”), held on April 9, 2020, the following proposals were voted on by the Company’s stockholders, as set forth below:

 

Proposal 1.          Election of Directors.

 

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

John R. Bailey

99,007,676

  

1,981,540

  

6,191,293

Robert L. Boughner

92,814,326

  

8,174,890

   6,191,293

William R. Boyd

93,095,243

  

7,893,973

   6,191,293

William S. Boyd

95,981,297

  

5,007,919

   6,191,293

Marianne Boyd Johnson

96,048,970

  

4,940,246

   6,191,293

Keith E. Smith

98,288,427

  

2,700,789

   6,191,293

Christine J. Spadafor

98,826,448

  

2,162,768

   6,191,293

A. Randall Thoman

99,223,017

  

1,766,199

   6,191,293

Peter M. Thomas

97,787,281

  

3,201,935

   6,191,293

Paul W. Whetsell

99,201,619

  

1,787,597

   6,191,293

Veronica J. Wilson

98,381,278

  

2,607,938

   6,191,293

 

Each of the director nominees was elected to serve as a director until the 2021 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

 

Proposal 2.

Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm.
 

Votes For

 

Votes Against

 

Abstain

105,161,573

  

1,653,665

  

365,271

 

The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm was ratified.

 

Proposal 3.      Advisory Vote on Executive Compensation.

 

Votes For

  

Votes Against

  

Abstain

  

Broker Non-Votes

95,889,558

  

4,502,542

  

597,116

  

6,191,293


The compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, was approved, on an advisory basis.

 

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Proposal 4.     Approval of the Boyd Gaming Corporation 2020 Stock Incentive Plan.

 

Votes For

  

Votes Against

  

Abstain

  

Broker Non-Votes

97,834,178

  

2,653,915

  

501,123

  

6,191,293

 

The Boyd Gaming Corporation 2020 Stock Incentive Plan was approved.

 

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SIGNATURE

 

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: April 14, 2020

BOYD GAMING CORPORATION

By:

/s/ Anthony D. McDuffie

Anthony D. McDuffie

Vice President and Chief Accounting Officer

 

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