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)

Nevada
 
81-0422894
(State or other jurisdiction of incorporation)
 
(IRS Employer
   
Identification No.)

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:


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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $.001 par value
SGMS
The NASDAQ Stock Market
Preferred Stock Purchase Rights
 
The NASDAQ Stock Market

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

 
For
 
Withheld
 
Broker Non-Votes
Jamie R. Odell
52,809,287
 
2,190,294
 
11,672,033
Barry L. Cottle
54,637,183
 
362,398
 
11,672,033
Antonia Korsanos 
52,460,000
 
2,539,581
 
11,672,033
Jack A. Markell
54,815,721
 
183,860
 
11,672,033
Hamish R. McLennan
51,534,178
 
3,465,403
 
11,672,033
Michael J. Regan
52,302,945
 
2,696,636
 
11,672,033
Timothy Throsby
54,852,853
 
146,728
 
11,672,033
Maria T. Vullo
54,723,901
 
275,680
 
11,672,033
Kneeland C. Youngblood
53,802,229
 
1,197,352
 
11,672,033
Virginia E. Shanks
54,854,113
 
145,468
 
11,672,033


Proposal 2:  Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

For
 
Against
 
Abstain
 
Broker Non-Votes
 
36,662,475
 
17,712,767
 
624,339
 
11,672,033
 
 



 
Proposal 3: Ratification of the Amendment to Extend the Term of Our Regulatory Compliance Protection Rights Plan

For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
53,189,941
 
1,722,273
 
87,367
 
11,672,033
 
 


Proposal 4: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm

For
 
Against
 
Abstain
 
66,404,552
 
168,568
 
98,494
 


Proposal 5: Approval of an Amendment and Restatement of the Company’s 2003 Incentive Compensation Plan (as Amended and Restated)

For
 
Against
 
Abstain
 
Broker Non-Votes
 
39,185,784
 
15,200,697
 
613,100
 
11,672,033
 
 


Proposal 6: Approval of an Amendment of the Company’s 2016 Employee Stock Purchase Plan

 For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
54,267,892
 
649,336
 
82,353
 
11,672,033
 
 


Item 9.01. Financial Statements and Exhibits.

(d)
Exhibits

Exhibit No.
 
Description
     
 
     
 
     
* Filed herewith.
   




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 Jun 2021 to Jul 2021 Click Here for more Scientific Games Charts.
Scientific Games (NASDAQ:SGMS)
Historical Stock Chart
From Jul 2020 to Jul 2021 Click Here for more Scientific Games Charts.