Boyd Gaming Corporation (NYSE:BYD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Boyd Gaming Corporation (NYSE:BYD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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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 Companys named executive officers, as
disclosed in the Companys 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 Companys
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 Companys
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 Companys 2012 Stock Incentive Plan (the
Stock Incentive Plan) were re-approved. The Companys Board of
Directors and the Companys stockholders had previously approved the
Stock Incentive Plan in 2012, and the Companys 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).


About Boyd Gaming Corporation (NYSE:BYD)

Boyd Gaming Corporation is a multi-jurisdictional gaming company. The Company is an owner and operator of approximately 22 gaming entertainment properties located in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi. The Company’s segments include Las Vegas Locals; Downtown Las Vegas; Midwest and South, and Peninsula. It also owns and operates a travel agency and a captive insurance company that underwrites travel-related insurance, each located in Hawaii. As of March 31, 2016, the Company owned or managed 1,243,007 square feet of casino space, containing 29,736 slot machines, 757 table games and 11,391 hotel rooms. The Company’s properties include Gold Coast Hotel and Casino, The Orleans Hotel and Casino, Sam’s Town Hotel and Gambling Hall, Suncoast Hotel and Casino, and Eldorado Casino and Jokers Wild Casino. The Company also operates Aliante Casino + Hotel + Spa.

Boyd Gaming Corporation (NYSE:BYD) Recent Trading Information

Boyd Gaming Corporation (NYSE:BYD) closed its last trading session up +0.07 at 22.43 with 1,395,326 shares trading hands.

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