6-K
Brightstar Lottery PLC (BRSL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number 001-36906
INTERNATIONAL GAME TECHNOLOGY PLC
(Translation of registrant’s name into English)
66 Seymour Street, Second Floor
London, W1H 5BT
United Kingdom
(Address of principal executive offices)
| Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: | ||||
|---|---|---|---|---|
| Form 20-F | ☒ | Form 40-F | ☐ | |
| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): | ☐ | |||
| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): | ☐ |
2022 Annual General Meeting of International Game Technology PLC
On May 10, 2022, International Game Technology PLC (NYSE:IGT) (the "Company") held its annual general meeting of shareholders (the "2022 AGM"). At the 2022 AGM, 21 matters were considered and acted upon, including twelve matters consisting of the continued appointment of twelve members of the board of directors of the Company. Each of the resolutions 1 through 21 were adopted. The results of the voting, including the number of votes cast for and against, abstentions and broker non-votes, are set forth in Exhibit 99.1 which is being furnished herewith.
The following exhibit is furnished herewith:
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Results of Annual General Meeting, held May 10, 2022 |
EXHIBIT INDEX
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Results of Annual General Meeting, held May 10, 2022 |
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, thereunto duly authorized.
| Date: May 13, 2022 | INTERNATIONAL GAME TECHNOLOGY PLC | |
|---|---|---|
| By: | /s/ Pierfrancesco Boccia | |
| Pierfrancesco Boccia | ||
| Corporate Secretary |
Exhibit 99.1
International Game Technology PLC Annual General Meeting
On May 10, 2022, International Game Technology PLC (the "Company") held its annual general meeting of shareholders (the "2022 AGM"). At the 2022 AGM, 21 matters were considered and acted upon. Each of the resolutions 1 through 21 were adopted.
The table below shows the results of the poll for each resolution. The full text of the resolutions is contained in the notice of 2022 AGM which is available on the Company’s website at www.IGT.com.
| Resolution 1: To receive and adopt the annual report and accounts for the financial year ended 31 December 2021 ("Annual Report and Accounts"). | ||||
|---|---|---|---|---|
| FOR | AGAINST | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES |
| 372,802,590 | 38,013 | 372,840,603 | 860,640 | 0 |
| Resolution 2: To approve the directors’ remuneration report (excluding the remuneration policy) set out in the Annual Report and Accounts. | ||||
| FOR | AGAINST | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES |
| 329,229,946 | 43,578,185 | 372,808,131 | 893,112 | 0 |
| Resolution 3: To approve Massimiliano Chiara continuing to hold office as a director of the Company from the conclusion of the 2022 AGM until the conclusion of the next annual general meeting of the Company. | ||||
| FOR | AGAINST | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES |
| 356,326,962 | 12,902,127 | 369,229,089 | 4,472,154 | 0 |
| Resolution 4: To approve Alberto Dessy continuing to hold office as a director of the Company from the conclusion of the 2022 AGM until the conclusion of the next annual general meeting of the Company. | ||||
| FOR | AGAINST | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES |
| 359,171,523 | 10,055,285 | 369,226,808 | 4,474,435 | 0 |
| Resolution 5: To approve Marco Drago continuing to hold office as a director of the Company from the conclusion of the 2022 AGM until the conclusion of the next annual general meeting of the Company. | ||||
| FOR | AGAINST | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES |
| 367,294,241 | 1,931,831 | 369,226,072 | 4,475,171 | 0 |
| Resolution 6: To approve Ashley M. Hunter continuing to hold office as a director of the Company from the conclusion of the 2022 AGM until the conclusion of the next annual general meeting of the Company. | ||||
| FOR | AGAINST | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES |
| 368,364,365 | 863,323 | 369,227,688 | 4,473,555 | 0 |
| Resolution 7: To approve James McCann continuing to hold office as a director of the Company from the conclusion of the 2022 AGM until the conclusion of the next annual general meeting of the Company. | ||||
| --- | --- | --- | --- | --- |
| FOR | AGAINST | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES |
| 324,828,794 | 44,396,398 | 369,225,192 | 4,476,051 | 0 |
| Resolution 8: To approve Heather McGregor continuing to hold office as a director of the Company from the conclusion of the 2022 AGM until the conclusion of the next annual general meeting of the Company. | ||||
| FOR | AGAINST | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES |
| 368,168,041 | 1,054,536 | 369,222,577 | 4,478,666 | 0 |
| Resolution 9: To approve Lorenzo Pellicioli continuing to hold office as a director of the Company from the conclusion of the 2022 AGM until the conclusion of the next annual general meeting of the Company. | ||||
| FOR | AGAINST | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES |
| 356,037,264 | 13,191,711 | 369,228,975 | 4,472,268 | 0 |
| Resolution 10: To approve Maria Pinelli continuing to hold office as a director of the Company from the conclusion of the 2022 AGM until the conclusion of the next annual general meeting of the Company. | ||||
| FOR | AGAINST | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES |
| 367,305,470 | 1,917,106 | 369,222,576 | 4,478,667 | 0 |
| Resolution 11: To approve Samantha Ravich continuing to hold office as a director of the Company from the conclusion of the 2022 AGM until the conclusion of the next annual general meeting of the Company. | ||||
| FOR | AGAINST | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES |
| 358,682,640 | 10,539,854 | 369,222,494 | 4,478,749 | 0 |
| Resolution 12: To approve Vincent Sadusky continuing to hold office as a director of the Company from the conclusion of the 2022 AGM until the conclusion of the next annual general meeting of the Company. | ||||
| FOR | AGAINST | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES |
| 367,570,952 | 1,655,969 | 369,226,921 | 4,474,322 | 0 |
| Resolution 13: To approve Marco Sala continuing to hold office as a director of the Company from the conclusion of the 2022 AGM until the conclusion of the next annual general meeting of the Company. This resolution supersedes resolution 4 passed at the annual general meeting of the Company on May 11, 2021. | ||||
| FOR | AGAINST | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES |
| 367,641,742 | 1,579,364 | 369,221,106 | 4,480,137 | 0 |
| Resolution 14: To approve Gianmario Tondato Da Ruos continuing to hold office as a director of the Company from the conclusion of the 2022 AGM until the conclusion of the next annual general meeting of the Company. | ||||
| --- | --- | --- | --- | |
| FOR | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES | |
| 358,747,663 | 369,210,999 | 4,490,244 | 0 | |
| Resolution 15: To reappoint PricewaterhouseCoopers LLP as auditor of the Company to hold office from the conclusion of the 2022 AGM until the conclusion of the next annual general meeting of the Company at which annual report and accounts are laid before the Company. | ||||
| FOR | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES | |
| 372,678,731 | 372,866,838 | 834,405 | 0 | |
| Resolution 16: To authorize the board of directors of the Company or its audit committee to determine the remuneration of the auditor. | ||||
| FOR | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES | |
| 372,647,889 | 372,807,213 | 894,030 | 0 | |
| Resolution 17: To authorize political donations and expenditure not exceeding 100,000, in total, in accordance with sections 366 and 367 of the Companies Act 2006. | ||||
| FOR | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES | |
| 372,133,610 | 372,808,773 | 892,470 | 0 | |
| Resolution 18: To authorize the directors to allot shares in the Company. | ||||
| FOR | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES | |
| 370,571,395 | 372,882,626 | 818,617 | 0 | |
| *Resolution 19: To authorize the directors, if Resolution 18 is passed, to disapply pre-emption rights. | ||||
| FOR | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES | |
| 371,752,711 | 372,280,785 | 1,420,458 | 0 | |
| *Resolution 20: To authorize the directors, if Resolution 18 is passed and in addition to any authority granted under Resolution 19, to disapply pre-emption rights for the purposes of financing an acquisition or other capital investment. | ||||
| FOR | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES | |
| 372,504,959 | 372,873,861 | 827,382 | 0 |
All values are in British Pounds.
| *Resolution 21: To authorize the Company to make off-market purchases of shares in the Company. | ||||
|---|---|---|---|---|
| FOR | AGAINST | TOTAL VOTES | ABSTENTIONS | BROKER NON-VOTES |
| 372,377,014 | 229,769 | 372,606,783 | 1,094,460 | 0 |
* Denotes a special resolution requiring a 75% majority.
Notes:
(1)A "vote abstain" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.
(2) At the close of business on May 6, 2022, the outstanding share capital of the Company was 202,905,964 ordinary shares (excluding 2,972,544 treasury shares) each carrying one vote, 205,878,508 special voting shares each carrying 0.9995 votes, and 50,000 sterling non-voting shares.
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