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): August 29, 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.
Departure of President and Chief Executive Officer and Appointment of President and Interim Chief Executive Officer
Mr. Cottle has informed the Board of Directors (the “Board”) of Light & Wonder, Inc. (the “Company”) that he will resign as President and Chief Executive Officer and as a member of the Board, in each case, effective as of August 30, 2022 (the “Transition Date”). Effective as of the Transition Date, the Board has appointed Matt Wilson, Executive Vice President and Group Chief Executive of Gaming, to the additional role of interim President and Chief Executive Officer. The Board has commenced a search process to identify a permanent President and Chief Executive Officer and has engaged a leading national executive search firm. The search will include both internal and external candidates. In connection with his departure, Mr. Cottle has committed to supporting a seamless transition as a consultant.
Mr. Wilson, age 41, has served 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 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.
The consulting services to be provided by Mr. Cottle are set forth in an Agreement and General Release entered into between the Company and Mr. Cottle. Such services generally consist of transition-related consulting and assistance and providing advice on business matters relating to the Company and will extend through the second anniversary of the Transition Date. The Company will pay Mr. Cottle an annual consulting fee of $1.2 million. The consulting fee will be repayable in full if Mr. Cottle violates any of his restrictive covenants entered into with the Company.
In connection with Mr. Wilson’s appointment, the Company and Mr. Wilson are currently negotiating the terms of his compensation as interim President and Chief Executive Officer.
Item 7.01. Regulation FD Disclosure.
On August 30, 2022, the Company issued a press release announcing the appointment of Mr. Wilson as interim President and Chief Executive Officer and the departure of Mr. Cottle as President and Chief Executive Officer. 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 Company, dated August<br> 30, 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: August 30, 2022 | By: | /s/ James Sottile | |
| Name: | James Sottile | ||
| Title: | Executive Vice President and Chief Legal Officer |
Exhibit 99.1
NOT FOR IMMEDIATE RELEASE
Light & Wonder Announces Leadership Transition
Matt Wilson Appointed Interim Chief Executive Officer
LAS VEGAS – August 30, 2022 –Light & Wonder, Inc. (NASDAQ: LNW) (“Light & Wonder,” “L&W” or the “Company”), today announced that Matt Wilson, Light & Wonder’s Executive Vice President and Group Chief Executive of Gaming, has been appointed interim Chief Executive Officer while also continuing in his current role. In connection with the appointment, Barry Cottle has stepped down as President and Chief Executive Officer and a member of the Company’s Board of Directors and will support a seamless transition as a consultant.
The Company’s Board has commenced a search process to identify a permanent CEO and has engaged a leading national executive search firm. The search builds on the Board’s well-established succession planning process and will include both internal and external candidates.
“As we enter the next chapter of our growth journey as the leading cross-platform global game company, we are confident that now is the right time to make this leadership transition,” said Jamie Odell, Executive Chair of Light & Wonder. “Our Executive Vice Chair, Toni Korsanos, and I have worked closely with Matt for over 10 years, including most recently as he has successfully worked to turn around and reposition Light & Wonder’s Gaming business for long-term growth. We are confident that his strategic insights, deep industry knowledge, rich experience and impressive track record make him the ideal person to serve as interim CEO during this transition period.”
“I am honored to take on the role of interim CEO during this exciting time for our company,” said Mr. Wilson. “With a streamlined organization, sharpened strategic focus and strengthened balance sheet, we are now better positioned than ever to capitalize on the incredible opportunities ahead for the business. I look forward to working closely with the rest of the leadership team in this new capacity as we continue to accelerate our progress as a sustainable growth company.”
Mr. Odell concluded, “We thank Barry for all of his contributions to the fundamental reshaping of the Company that has positioned it for continued success. With our transformed balance sheet, continued strong business momentum and great progress executing on our capital allocation priorities, we see a tremendous opportunity to drive shareholder value. We look forward to working closely with Matt and the rest of the management team as we continue to execute on our strategic roadmap and deliver on our growth targets.”
Light & Wonder also today reaffirmed its 2022-2025 financial targets provided at its Investor Day on May 17, 2022. The Company remains committed to executing on its strategic plan to achieve these financial targets.
About Matt Wilson
Mr. Wilson is a seasoned executive with nearly 20 years of gaming industry experience with 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 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 over 5,000 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, including statements relating to the Company’s 2022-25 financial targets. 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 our 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