bgc20240502

bgc20240502_8k.htm

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 9, 2024

Boyd Gaming Corporation

(Exact Name of Registrant as Specified in its Charter)

Nevada	001-12882	88-0242733
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

6465 South Rainbow Boulevard

Las Vegas, Nevada 89118

(Address of Principal Executive Offices, Including Zip Code)

(702) 792-7200

(Registrant’s Telephone Number, Including Area Code)

(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:

☐ 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 Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	BYD	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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure set forth under Proposal 1 in Item 5.07 is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Boyd Gaming Corporation (the "Company"), held on May 9, 2024, the following proposals were voted on by the Company’s stockholders, as set forth below:

Proposal 1. Election of Directors.

	Votes For	Votes Withheld	Broker Non-Votes
Marianne Boyd Johnson	78,968,116	4,570,415	8,326,206
John R. Bailey	70,913,980	12,624,551	8,326,206
William R. Boyd	75,775,599	7,762,932	8,326,206
Keith E. Smith	81,834,589	1,703,942	8,326,206
Christine J. Spadafor	54,248,223	29,290,308	8,326,206
A. Randall Thoman	83,063,935	474,596	8,326,206
Peter M. Thomas	73,247,678	10,290,853	8,326,206
Paul W. Whetsell	74,668,708	8,869,823	8,326,206

Each of the director nominees was elected to serve as a director until the 2025 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

Proposal 2. Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm.

Votes For		Votes Against		Abstain
90,447,173		1,270,032		147,532

The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm was ratified.

Proposal 3. Advisory Vote on Executive Compensation.

Votes For		Votes Against		Abstain		Broker Non-Votes
77,991,423		5,385,791		161,317		8,326,206

The compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, was approved, on an advisory basis.

Proposal 4. Report on Smokefree Policy.

Votes For		Votes Against		Abstain		Broker Non-Votes
18,522,449		63,573,839		1,442,243		8,326,206

The stockholder proposal regarding the commissioning of a report on the effects of a company-wide non-smoking policy was not approved.

Item 8.01. Other Events.

On May 13, 2024, the Company announced that on May 9, 2024, its Board of Directors (the “Board”) authorized an additional $500 million under the Company’s existing share repurchase program (the “Repurchase Program”). This authorization is in addition to all previously approved amounts under the Repurchase Program. Considering the additional authorization, the Company had approximately $721 million remaining in repurchase authority as of March 31, 2024. Under the Repurchase Program, the Company may repurchase shares of its common stock from time to time on the open market or in privately negotiated transactions. Repurchases of common stock may also be made under Rule 10b5-1 plans, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so. The timing, volume and nature of share repurchases will be at the sole discretion of management, depending on market conditions, applicable securities laws and other factors and may be suspended or discontinued at any time.

In addition, on May 9, 2024, the Board declared a cash dividend of $0.17 per share, payable July 15, 2024, to shareholders of record on June 15, 2024.

SIGNATURE

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.

Date: May 13, 2024	BOYD GAMING CORPORATION
	By: /s/ Lori M. Nelson
	Lori M. Nelson
	Senior Vice President Financial Operations and Reporting and Chief Accounting Officer

Boyd Gaming Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events