UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 13, 2017
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Boyd Gaming Corporation
(Exact Name of Registrant as Specified in its Charter)
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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)
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:
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)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The disclosure set forth under Proposal 1 and Proposal 5 in Item 5.07 is incorporated herein by reference.
Item 5.07. | Submission of Matters t a Vote of Security Holders. |
At the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Boyd Gaming Corporation (the “Company”), held on April 13, 2017, 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 | 99,282,475 | 856,320 | 8,413,083 | |||
Robert L. Boughner | 95,379,931 | 4,758,864 | 8,413,083 | |||
William R. Boyd | 95,408,509 | 4,730,286 | 8,413,083 | |||
William S. Boyd | 97,711,843 | 2,426,952 | 8,413,083 | |||
Richard E. Flaherty | 99,280,784 | 858,011 | 8,413,083 | |||
Marianne Boyd Johnson | 97,683,727 | 2,455,068 | 8,413,083 | |||
Keith E. Smith | 99,264,428 | 874,367 | 8,413,083 | |||
Christine J. Spadafor | 99,277,585 | 861,210 | 8,413,083 | |||
Peter M. Thomas | 99,257,970 | 880,825 | 8,413,083 | |||
Paul W. Whetsell | 99,415,318 | 723,477 | 8,413,083 | |||
Veronica J. Wilson | 99,516,059 | 622,736 | 8,413,083 | |||
Each of the director nominees was elected to serve as a director until the 2018 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 | ||
108,057,884 | 468,896 | 25,098 | ||
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 | |||
98,468,799 | 1,432,258 | 237,738 | 8,413,083 | |||
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.
Proposal 4. | An Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation. |
One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
34,425,085 | 299,654 | 65,230,424 | 183,632 | 8,413,083 | ||||
The option of holding the advisory vote on executive compensation every three (3) years was approved, on an advisory basis, by a majority of the votes cast on the proposal.
Consistent with the stated preference of a majority of the Company’s stockholders, the Board of Directors determined that it will include an advisory stockholder vote on executive compensation in its proxy materials every three (3) years until the next advisory
vote on the frequency of stockholder votes on executive compensation, which is required to occur no later than the Company’s 2023 Annual Meeting of Stockholders.
Proposal 5. | Re-approval of the Material Terms of the Company's 2012 Stock Incentive Plan for Purposes of Sction 162(m) of the Internal Revenue Code. |
Votes For | Votes Against | Abstain | Broker Non-Votes | |||
99,452,686 | 582,777 | 103,332 | 8,413,083 | |||
The material terms of the Company’s 2012 Stock Incentive Plan (the “Stock Incentive Plan”) were re-approved. The Company’s Board of Directors and the Company’s stockholders had previously approved the Stock Incentive Plan in 2012, and the Company’s stockholders were asked to re-approve the material terms of the Stock Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code, as amended (“Section 162(m)”) so that the Company could retain the flexibility to grant awards under the Stock Incentive Plan that may be exempt from the $1.0 million deduction limitation under Section 162(m).
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 19, 2017 | Boyd Gaming Corporation |
By: | /s/ Anthony D. McDuffie | |
Anthony D. McDuffie | ||
Vice President and Chief Accounting Officer | ||