Current Report Filing (8-k)
January 16 2015 - 8:17AM
Edgar (US Regulatory)
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): January 16, 2015
LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)
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NEVADA
(State or other jurisdiction
of incorporation)
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001-32373
(Commission File Number)
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27-0099920
(IRS Employer
Identification No.)
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3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA
(Address of principal executive offices)
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89109
(Zip Code)
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Registrant’s telephone number, including area code: (702) 414-1000
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box 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 Communication 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))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 16, 2015, Sands China Ltd. (“SCL”), a subsidiary of Las Vegas Sands Corp. with ordinary shares listed on The Stock Exchange of Hong Kong Limited, announced the retirement of Edward M. Tracy, SCL’s President and Chief Executive Officer and a member of SCL’s Board of Directors, effective as of March 6, 2015. SCL will engage Mr. Tracy as a consultant following his retirement.
The SCL announcement, dated January 16, 2015, is attached as Exhibit 99.1 to this report and is incorporated by reference into this item.
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Item 9.01
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Financial Statements and Exhibits.
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99 .1
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Sands China Ltd. announcement, dated January 16, 2015.
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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, thereunto duly authorized.
Dated: January 16, 2015
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LAS VEGAS SANDS CORP. |
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By:
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/s/ Ira H. Raphaelson |
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Name: Ira H. Raphaelson |
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Title: Executive Vice President and Global General Counsel |
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INDEX TO EXHIBITS
EXHIBIT 99.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
INSIDE INFORMATION
RETIREMENT OF PRESIDENT AND
CHIEF EXECUTIVE OFFICER
RETIREMENT OF DIRECTOR
RETIREMENT OF MEMBER OF SANDS CHINA CAPITAL
EXPENDITURE COMMITTEE
This announcement is issued pursuant to Part XIVA of the Securities and Futures Ordinance and Rules 13.09(2)(a) and 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The board of directors (the “Board”) of Sands China Ltd. (the “Company”) announces the retirement of Mr. Edward Matthew Tracy (“Mr. Tracy”) as President and Chief Executive Officer of the Company, a director of the Company, a member of the Sands China Capital Expenditure Committee, and a director of various subsidiaries of the Company, in each case, with effect from March 6, 2015.
Mr. Tracy served as President and Chief Operating Officer of the Company from July 2010 to July 2011 and served as a Special Advisor to the Sands China Capital Expenditure Committee from March 2011 to July 2011. Mr. Tracy was appointed as the President and Chief Executive Officer of the Company and as a director of the Company in July 2011.
Mr. Tracy has decided to retire. He will be engaged by the Company as a consultant from March 7, 2015. Mr. Tracy will continue to work with the senior management team during the transition and consultancy.
Mr. Tracy has confirmed that he has no disagreement with the Board, and there are no matters that need to be brought to the attention of the shareholders of the Company in respect of his retirement.
The Board wishes to express its gratitude to Mr. Tracy for his service to the Board, the Company and the Company’s shareholders throughout this time.
It is proposed that the Nomination Committee of the Board will meet on January 23, 2015 and, in accordance with its terms of reference, consider candidates and make recommendations to the Board on the appointment of a new Chief Executive Officer of the Company.
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By order of the Board
SANDS CHINA LTD.
Toh Hup Hock
Executive Director
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Macao, January 16, 2015
As at the date of this announcement, the directors of the Company are:
Executive Directors:
Edward Matthew Tracy
Toh Hup Hock
Non-Executive Directors:
Sheldon Gary Adelson
Michael Alan Leven (David Alec Andrew Fleming as his alternate)
Charles Daniel Forman
Robert Glen Goldstein
Independent Non-Executive Directors:
Iain Ferguson Bruce
Chiang Yun
David Muir Turnbull
Victor Patrick Hoog Antink
Steven Zygmunt Strasser
This announcement is prepared in English and Chinese. In case of inconsistency, please refer to the English version as it shall prevail.
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