8-K
LAS VEGAS SANDS CORP (LVS)
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) May 11, 2023
| LAS VEGAS SANDS CORP. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | ||
| (State or other jurisdiction of incorporation) | ||
| 001-32373 | 27-0099920 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 5500 Haven Street | ||
| Las Vegas, | Nevada | 89119 |
| (Address of principal executive offices) | (Zip Code) |
(702) 923-9000
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ☐ | ||||
|---|---|---|---|---|
| ☐ | ||||
| ☐ | ||||
| ☐ | ||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock (0.001 par value) | LVS | New York Stock Exchange | ||
| 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. | ☐ |
All values are in US Dollars.
| ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
The stockholders of the Company voted on the five proposals listed below at the Company’s Annual Meeting of Stockholders held on May 11, 2023. The proposals are described in detail in the Definitive Proxy Statement.
Proposal 1 — Election of Directors
Votes regarding the election of Irwin Chafetz, Micheline Chau, Patrick Dumont, Charles D. Forman, Robert G. Goldstein, Nora M. Jordan, Lewis Kramer, and David F. Levi to serve on the Board of Directors until the 2024 Annual Meeting of Stockholders, were as follows:
| Nominees for Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Irwin Chafetz | 633,056,794 | 76,564,647 | 21,030,694 |
| Micheline Chau | 499,715,476 | 209,905,965 | 21,030,694 |
| Patrick Dumont | 639,020,476 | 70,600,965 | 21,030,694 |
| Charles D. Forman | 623,157,805 | 86,463,636 | 21,030,694 |
| Robert G. Goldstein | 641,842,574 | 67,778,867 | 21,030,694 |
| Nora M. Jordan | 596,516,092 | 113,105,349 | 21,030,694 |
| Lewis Kramer | 595,082,879 | 114,538,562 | 21,030,694 |
| David F. Levi | 554,306,929 | 155,314,512 | 21,030,694 |
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
Votes to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 were as follows:
| Votes For | Votes Against | Abstentions |
|---|---|---|
| 728,500,271 | 2,017,887 | 133,977 |
Proposal 3 — An Advisory (Non-Binding) Vote on Executive Compensation
Votes to approve an advisory (non-binding) resolution on executive compensation were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 485,356,447 | 223,603,007 | 661,987 | 21,030,694 |
Proposal 4 — An Advisory (Non-Binding) Vote on the Frequency of Future Stockholder Advisory Votes on Executive Compensation
Votes on an advisory (non-binding) resolution on the frequency of future stockholder advisory votes on executive compensation were as follows:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 705,274,253 | 140,395 | 4,043,127 | 163,666 | 21,030,694 |
The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company’s Board of Directors, that the Company will include an annual advisory vote on the compensation of the Company’s named executive officers in its proxy materials until the next required vote on the frequency of stockholder votes on executive compensation.
Proposal 5 — Shareholder Proposal on Board Diversity, Skills and Attributes Disclosure
Votes on a shareholder proposal to require the Company to include in its proxy statement each director/nominee’s self-identified gender and race/ethnicity, as well as certain skills and attributes, were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 130,272,416 | 576,668,913 | 2,680,112 | 21,030,694 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: May 12, 2023
| LAS VEGAS SANDS CORP. | |
|---|---|
| By: | /S/ D. ZACHARY HUDSON |
| Name: D. Zachary Hudson<br>Title: Executive Vice President, Global General Counsel and Secretary |