8-K
Light & Wonder, Inc. (LAWIL)
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 5, 2024
Light & Wonder, Inc.
(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 | LNW | 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 5.07. Submission of Matters to a Vote of Security Holders.
On June 5, 2024, Light & Wonder, Inc. (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 of Directors of the Company 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 the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The proposals are further described in the Company’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 24, 2024.
The voting results are as follows:
Proposal 1: Election of Directors
| For | Withheld | Broker Non-Votes | |
|---|---|---|---|
| Jamie R. Odell | 57,357,371 | 3,679,927 | 4,072,184 |
| Matthew R. Wilson | 60,850,674 | 186,624 | 4,072,184 |
| Antonia Korsanos | 57,797,940 | 3,239,358 | 4,072,184 |
| Michael Marchetti | 60,938,173 | 99,125 | 4,072,184 |
| Hamish R. McLennan | 48,080,522 | 12,956,776 | 4,072,184 |
| Stephen Morro | 60,816,598 | 220,700 | 4,072,184 |
| Virginia E. Shanks | 60,812,102 | 225,196 | 4,072,184 |
| Timothy Throsby | 60,774,540 | 262,758 | 4,072,184 |
| Kneeland C. Youngblood | 55,076,458 | 5,960,840 | 4,072,184 |
Proposal 2: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 59,636,017 | 1,224,493 | 176,788 | 4,072,184 |
Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024
| For | Against | Abstain |
|---|---|---|
| 63,561,977 | 1,502,273 | 45,232 |
Item 7.01. Regulation FD Disclosure.
On June 6, 2024, the Company provided the Australian Securities Exchange (the “
ASX
”) a Statement of CHESS Depositary Interests on Issue (“Appendix 4A”). A copy of Appendix 4A is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Appendix 4A of the Company, dated June 6, 2024. |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
| LIGHT & WONDER, INC. | |||
|---|---|---|---|
| Date: June 7, 2024 | By: | /s/ James Sottile | |
| Name: | James Sottile | ||
| Title: | Executive Vice President, Chief Legal Officer<br><br> <br>and Corporate Secretary |
Exhibit 99.1
| Appendix 4A - Statement of CDIs on issue | |
|---|---|
| Part 1 - Entity and announcement details | |
| --- | |
| 1.1 Name of +Entity | |
| --- | --- |
| LIGHT & WONDER INC. | |
| 1.2 Registered Number Type | Registration Number |
| ARBN | 666710836 |
| 1.3 ASX issuer code | |
| LNW | |
| 1.4 The announcement is | |
| New announcement | |
| 1.5 Date of this announcement | |
| 7/6/2024 | |
| Appendix 4A - Statement of CDIs on issue | 1 / 2 |
| --- | --- |
| Appendix 4A - Statement of CDIs on issue |
|---|
| Part 2 - Details of +CDIs and other +securities on issue |
| --- |
2.1 Statement for month and year
May-2024
2.2a Number and class of all +CDIs issued over quoted +securities
| ASX Security Code and Description | +CDI Ratio | |
|---|---|---|
| LNW : CDI 1:1 FOREIGN EXEMPT XNGS | 1:1 | |
| Total number of +CDIs issued over quoted +securities at end of statement month (A): | Total number of +CDIs issued over quoted +securities at end of previous month (B): | Net Difference (A-B) |
| --- | --- | --- |
| 21,861,432 | 19,056,099 | 2,805,333 |
| Reason for change: | ||
| --- | --- | |
| Common stock | ||
| Net transfers of securities between CDIs and | ||
| as quoted / held on | NASDAQ |
If the total number of +CDIs issued over quoted +securities at the end of the statement month, is greater than the total number of +CDIs issued over quoted +securities for which the entity has previously paid an initial listing fee or an additional listing fee under Table 1A and 1C of Guidance Note 15A, the entity hereby applies for +quotation of the relevant securities and agrees to the matters set out in Appendix 2A of the ASX Listing Rules.
2.2b Number and class of all +securities on issue over which +CDIs have not been issued
ASX Security Code and Description
LNWAA : COMMON STOCK
| Total number of +securities at end of statement month (A) | Total number of +securities at end of previous month (B) | Net Difference (A-B) |
|---|---|---|
| 67,451,496 | 71,094,677 | -3,643,181 |
Reason for change:
| Transfer of sec. between CDIs & shares of Common Stock, decrease in shares of Common Stock repurchased by the issuer’s ongoing share repurchase program<br> offset by a small increase in total shares outstanding pursuant to vesting of issuer’s outstanding restricted stock units to shares of Common Stock. | |
|---|---|
| Appendix 4A - Statement of CDIs on issue | 2 / 2 |
| --- | --- |