Current Report Filing (8-k)
June 11 2021 - 04:44PM
Edgar (US Regulatory)
false0000750004SGMS00007500042021-06-092021-06-090000750004us-gaap:CommonStockMember2021-06-092021-06-090000750004us-gaap:PreferredStockMember2021-06-092021-06-09
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 9, 2021
SCIENTIFIC GAMES CORPORATION
(Exact name of registrant as specified in its charter)
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:
Securities registered pursuant to Section 12(b) of the Exchange Act:
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As disclosed below in Item 5.07, at the 2021 annual meeting of stockholders of Scientific Games Corporation (the “Company”), the
Company’s stockholders approved the amendment and restatement of the Company’s 2003 Incentive Compensation Plan (as so amended and restated, the “2003 Plan”). The amendment and restatement increases the number of shares reserved under the 2003 Plan
by 3,500,000 shares and also reflects a change to the 2003 Plan separately approved by the Board of Directors of the Company (the “Board”) to modify the definition of “Change in Control” to reflect the Company’s changed ownership structure
following the acquisition by a group of long-term institutional investors of a 34.9% stake of the Company from MacAndrews & Forbes Incorporated.
The material features of the 2003 Plan are described in the Company’s definitive proxy statement on Schedule 14A, filed with the U.S.
Securities and Exchange Commission on April 26, 2021 (the “Proxy Statement”). The above and the description of the 2003 Plan in the Proxy Statement are qualified in their entirety by the text of the 2003 Plan, a copy of which is filed herewith as
Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 9, 2021, 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 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 an amendment of the Company’s Regulatory Compliance Protection Rights
Plan; (4) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; (5) approved an amendment and restatement of the 2003 Plan; and (6) approved
an amendment of the Company’s 2016 Employee Stock Purchase Plan to expand the employees who are eligible to participate in such plan. The proposals are further described in the Company’s Proxy Statement. The Board also approved an amendment and
restatement of the Company’s 2016 Employee Stock Purchase Plan that reflects the amendment approved by the Company’s stockholders as well as other changes that were not required to be approved by the Company’s stockholders (as amended and restated,
the “ESPP”).
The material features of the ESPP are described in the Proxy Statement. The above and the description of the ESPP in the Proxy Statement are qualified in
their entirety by the text of the ESPP, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.
The voting results are as follows:
Proposal 1: Election of Directors
Proposal 2: Approval, on an Advisory Basis,
of the Compensation of the Company’s Named Executive Officers
Proposal 3: Ratification of the Amendment to
Extend the Term of Our Regulatory Compliance Protection Rights Plan
Proposal 4: Ratification of the Appointment of
Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm
Proposal 5: Approval of an Amendment and Restatement of the Company’s 2003 Incentive Compensation Plan (as Amended and Restated)
Proposal 6: Approval of an Amendment of the Company’s 2016 Employee Stock Purchase Plan
Item 9.01. Financial Statements and Exhibits.
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.
|
SCIENTIFIC GAMES CORPORATION
|
|
|
|
|
|
Date: June 11, 2021
|
By:
|
/s/ Michael C. Eklund
|
|
|
|
Name:
|
Michael C. Eklund
|
|
|
|
Title:
|
Executive Vice President, Chief Financial
Officer, Treasurer and Corporate Secretary
|
|
|
|
|
|
Scientific Games (NASDAQ:SGMS)
Historical Stock Chart
From Feb 2024 to Mar 2024
Scientific Games (NASDAQ:SGMS)
Historical Stock Chart
From Mar 2023 to Mar 2024