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): January 4, 2024
Light & Wonder, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 001-11693 | 81-0422894 |
|---|---|---|
| (State or other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification No.) |
6601 Bermuda Road, Las Vegas, NV 89119
(Address of principal executive offices)
(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<br> 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<br> 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<br> new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. ☐ |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Increase in Size of Board; Election of Director
On January 4, 2024, the Board of Directors (the “Board”) of Light & Wonder, Inc. (the “Company”) increased the size of the Board by one director from ten to eleven directors and elected Michael Marchetti as a director of the Company to fill the resulting vacancy, each effective January 15, 2024. Mr. Marchetti will serve on the Audit Committee of the Board.
Mr. Marchetti served as a director of SciPlay Corporation from 2019 to 2023. Mr. Marchetti has also held various leadership positions in both financial institutions and gaming companies, including Merrill Lynch, Electronic Arts, and Buffalo Studios. He currently serves as the CFO of Age of Learning, Inc.
Mr. Marchetti will be eligible to participate in all compensation plans applicable to non-employee members of the Board, including annual retainers and equity-based compensation (as described in the Company’s proxy statement filed with the Securities and Exchange Commission on May 1, 2023). In connection with joining the Board, Mr. Marchetti will receive stock options for 10,000 shares of the Company’s common stock, which will have a four-year vesting schedule and an exercise price based on the average of the high and low sales prices of the Company’s common stock on the trading day immediately prior to the grant date.
Item 7.01. Regulation FD Disclosure.
On January 5, 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.
On January 8, 2024, the Company issued a press release announcing the election of Mr. Marchetti to the Board. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in this Item 7.01, as well as in Exhibits 99.1 and 99.2, 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<br><br> <br>No. | Description |
|---|---|
| 99.1 | Appendix 4A of the Company, dated January 5,<br> 2024. |
| 99.2 | Press Release of the Company, dated January 8, 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. | ||
|---|---|---|
| By: | /s/ James Sottile | |
| Name: | James Sottile | |
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary |
Date: January 8, 2024
Exhibit 99.1
| 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 | |
| 5/1/2024 |
| Statement of CDIs on Issue |
|---|
Part 2 - Details of CDIs and other securities on issue
| 2.1 Statement for month and year | ||
|---|---|---|
| December-2023 | ||
| 2.2a Number and class of all ASX-quoted CDIs on issue | ||
| ASX +Security Code and Description | CDI Ratio | |
| LNW : CDI 1:1 FOREIGN EXEMPT XNGS | 1:1 | |
| Total number of CDIs quoted on ASX at end of statement month (A) | Total number of CDIs quoted on ASX at end of previous month (B) | Net Difference (A-B) |
| 15,267,940 | 15,339,602 | -71,662 |
| Reason for change: | ||
| Net transfers of securities between CDIs and | Common stock | |
| as quoted / held on | NASDAQ | |
| If the total number of CDIs quoted on ASX at the end of the statement month (A), is greater than the total number of CDIs for which the entity has previously paid an initial<br> listing fee or an additional listing fee under Table 1A and 1C of Guidance Note 15A (C), the entity hereby applies for +quotation of the difference (A - C) and agrees to the matters set out in Appendix 2A of the ASX Listing Rules. | ||
| 2.2b Number and class of all issued securities not represented by CDIs quoted on ASX | ||
| 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) |
| 73,539,405 | 74,747,479 | -1,208,074 |
| Reason for change: | ||
| Transfer of securities between CDIs & shares of Common Stock, increase in<br> total shares outstanding pursuant to vesting of issuer's outstanding restricted stock units to shares of Common Stock offset by a decrease in shares of Common Stock repurchased by the issuer's ongoing share repurchase program. |
\
Exhibit 99.2
Light & Wonder Appoints Michael Marchetti to Board of Directors
Marchetti Served on Board of SciPlay Corporation Since 2019
LAS VEGAS – Jan. 8, 2024 – Light & Wonder, Inc. (NASDAQ and ASX: LNW) (“Light & Wonder,” “L&W” or the “Company”) announced today that Michael Marchetti has been appointed as a member of its Board of Directors. He previously served as a director of SciPlay Corporation. Light & Wonder acquired the remaining public shares of SciPlay in October of last year.
Jamie Odell, Executive Chair of Light & Wonder, said, “We are pleased to welcome Michael to the Light & Wonder Board as a new independent director. Michael has a wealth of mobile gaming experience and a strong financial background that will help us continue to maximize value for our shareholders.”
“I’m excited to join the Light & Wonder Board at this time,” said Mr. Marchetti. “Light & Wonder is operating from a position of strength, and I look forward to applying my experience and passion for the business, along with my fellow directors, to deliver value to the shareholders of this great company.”
Throughout his career, Mr. Marchetti has held various leadership positions in both financial institutions and gaming companies, including Merrill Lynch, Electronic Arts, and Buffalo Studios. He currently serves as the CFO of Age of Learning, Inc.
Mr. Marchetti’s appointment is effective January 15, 2024, and he will stand for re-election at this year’s annual meeting.
About Light & Wonder, Inc.
Light & Wonder, Inc. is the leading cross-platform global games company. Through our three unique, yet highly complementary businesses, we deliver unforgettable experiences by combining the exceptional talents of our 6,000+ member team, with a deep understanding of our customers and players. We create immersive content that forges lasting connections with players, wherever they choose to engage. At Light & Wonder, it’s all about the games. The Company is committed to the highest standards of integrity, from promoting player responsibility to implementing sustainable practices. To learn more visit www.lnw.com.
Media Inquiries
Andy Fouché, Vice President of Corporate Communications
+1 206 697 3678
afouche@lnw.com
Investor Inquiries
Nick Zangari, Senior Vice President of Investor Relations
+1 702 301 4378
ir@lnw.com