8-K
Light & Wonder, Inc. (LAWIL)
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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): October 6, 2022
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 |
| 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.
Appointment of Officers; Election of Director
On October 6, 2022, the Board of Directors (the “Board”) of Light & Wonder, Inc. (the “Company”) appointed Matthew Wilson the Company’s President and Chief Executive Officer and elected Mr. Wilson as a director of the Company, each effective as of October 10, 2022 (the “Effective Date”). In addition, Ms. Siobhan Lane was appointed Executive Vice President and Group Chief Executive of Gaming, as of the Effective Date.
In connection with Mr. Wilson’s appointment, Mr. Wilson will receive: (1) an annual base salary of $1,300,000, effective as of the Effective Date, (2) an annual target bonus opportunity of 100% of his base salary; and (3) eligibility for annual equity awards with an aggregate grant date fair value of approximately 300% of his base salary. All other material terms and conditions of Mr. Wilson’s employment, including his severance terms, remain consistent with his employment agreement with the Company, dated as of July 6, 2019, as amended from time to time.
Mr. Wilson, age 41, has served as interim President and Chief Executive Officer since August 2022 and as Executive Vice President and Group Chief Executive of Gaming since March 2020. Mr. Wilson has over sixteen years of gaming industry experience. Prior to his role at the Company, he was President and Managing Director of the Americas at Aristocrat from February 2017 until August 2019. Mr. Wilson began his tenure at Aristocrat in 2004 and held several significant positions in a variety of Aristocrat’s markets during his time there, including serving as Senior Vice President of Global Gaming Operations and Senior Vice President of Sales and Marketing, Americas. He holds a Bachelor of Commerce from the University of Wollongong and completed the Advanced Management Program at Wharton Business School.
Ms. Lane, age 41, has served as Senior Vice President and Chief Commercial Officer, Gaming, since February 2020. In addition to her responsibilities as Chief Commercial Officer, she led the North America region of Gaming. Prior to her role at the Company, Ms. Lane spent 12 years at Aristocrat in roles of increasing responsibility, finishing as Senior Vice President, Marketing and Gaming Operations, during which time she helped lead the organizational transformation and market turnaround of Aristocrat in the North American region. Ms. Lane currently serves as Vice President of the Global Gaming Women (GGW) Board of Directors. She graduated with distinction from Penn State University with a Bachelor of Science degree in Marketing and International Business and recently completed the Executive Development Program at The Wharton School at the University of Pennsylvania.
Item 7.01. Regulation FD Disclosure.
On October 10, 2022, the Company issued a press release announcing the election of Mr. Wilson to the Board and the appointments of Mr. Wilson and Ms. Lane. A copy of the press release 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 | Press Release of the<br> Company, dated October 10, 2022. | ||
| 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: October 11, 2022 | By: | /s/ Constance P. James | |
| Name: | Constance P. James | ||
| Title: | Executive Vice President, Chief Financial Officer,<br><br> <br>Treasurer and Corporate Secretary |
Exhibit 99.1
Light & Wonder Names Matt Wilson Chief Executive Officer
Siobhan Lane Named Chief Executive Officer of Gaming Business
LAS VEGAS – October 10, 2022 – Light & Wonder, Inc. (NASDAQ: LNW) (“Light & Wonder,” “L&W” or the “Company”), today announced that its Board of Directors has named Matt Wilson as President and Chief Executive Officer and a member of the Company’s Board of Directors, effective immediately. Mr. Wilson has served as interim Chief Executive Officer since August 2022 and previously served as Chief Executive Officer of the Company’s Gaming business.
“The Board of Directors unanimously determined that Matt is the right choice to lead Light & Wonder’s next chapter given his impressive track record, extensive industry experience and his pivotal role in transforming our business,” said Jamie Odell, Executive Chair of the Light & Wonder Board of Directors. “Matt has demonstrated impressive leadership, strategic vision and a passion for our business. He fully embodies the Light & Wonder culture rooted in embracing innovation, a player-first mentality and a deep commitment to performing and winning as a team. The Board is confident in Matt’s ability to unlock the full potential of Light & Wonder as we enter this exciting next chapter.”
“I am honored that the Board has put their trust in me to lead Light & Wonder as we work to capture the incredible opportunities ahead,” said Mr. Wilson. “I am excited to work with the best team in the business as we chart our cross-platform future. With a portfolio of unparalleled evergreen franchises, industry leading positions and unmatched platforms, combined with a strengthened balance sheet, we are well-positioned to drive substantial growth and shareholder value.”
In connection with Mr. Wilson’s appointment, the Company also announced that Siobhan Lane, Senior Vice President and Chief Commercial Officer of Gaming, has been named the new Chief Executive Officer of Gaming.
Mr. Wilson continued, “I am very pleased to announce Siobhan Lane’s appointment as our Gaming CEO. Siobhan has played a pivotal role in helping me lead the Gaming business since joining the Company in 2020, and her strong leadership and depth of experience have helped drive our success. Siobhan has been critical to our efforts to reposition the business and is one of the most strategic and capable leaders I have had the pleasure of working alongside. I look forward to continuing to collaborate with Siobhan in this new role and am confident that under her leadership, our Gaming business is well-positioned for continued growth.”
About Matt Wilson
Mr. Wilson is a seasoned executive with nearly 20 years of gaming industry experience and a proven record of driving growth and creating value. In his role as Light & Wonder’s Executive Vice President and Group Chief Executive of Gaming, he led the strategic growth plans for the Gaming team while overseeing product development, production, supply chain and sales of the Company’s Gaming products, systems and services. Prior to joining Light & Wonder, Mr. Wilson served as President and Managing Director, Americas at Aristocrat. During his tenure with Aristocrat, he also served as Senior Vice President of Global Gaming Operations, and Senior Vice President of Sales and Marketing, Americas. He holds a Bachelor of Commerce from the University of Wollongong and completed the Advanced Management Program at Wharton Business School.
About Siobhan Lane
Ms. Lane has served as Light & Wonder’s Senior Vice President and Chief Commercial Officer, Gaming, since February of 2020, overseeing all aspects of the commercial Gaming business - including product management, marketing and data & analytics. In addition to her responsibilities as Chief Commercial Officer, she led the North America region of Gaming. Prior to joining the Company, Ms. Lane spent 12 years at Aristocrat Technologies in increasing roles of responsibility, finishing as Senior Vice President, Marketing and Gaming Operations, during which time she helped lead the organizational transformation and market turnaround of Aristocrat in the North American region. Ms. Lane currently serves as Vice President of the Global Gaming Women (GGW) Board of Directors. She graduated with distinction from Penn State University with a Bachelor of Science degree in Marketing and International Business and recently completed the Executive Development Program at The Wharton School at the University of Pennsylvania.
About Light & Wonder, Inc.
Light & Wonder, Inc. (formerly known as Scientific Games Corporation), is a global leader in cross-platform games and entertainment. The Company brings together approximately 6,000 employees from six continents to connect content between land-based and digital channels with unmatched technology and distribution. Guided by a culture that values daring teamwork and creativity, the Company builds new worlds of play, developing game experiences loved by players around the globe. Its OpenGaming^™^ platform powers the largest digital-gaming network in the industry. The Company is committed to the highest standards of integrity, from promoting player responsibility to implementing sustainable practices. To learn more, visit lnw.com.
Forward-Looking Statements
In this press release, the Company makes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can often be identified by words such as “will,” “may,” “should,” “could,” “expect,” “target” or comparable words. These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of timing, future results, or performance. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks, uncertainties and other factors, including those factors described in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the Company’s current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on Form 10-K that was filed with the SEC on March 1, 2022 (including under the headings “Forward-Looking Statements” and “Risk Factors”). Forward-looking statements speak only as of the date they are made and, except for the Company’s ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.
Investor Inquiries
Jim Bombassei, Senior Vice President of Investor Relations
jbombassei@lnw.com
Media Inquiries
Nick Lamplough / Lucas Pers / T.J. O’Sullivan, Joele Frank, Wilkinson Brimmer Katcher, +1 212 355 4449