bgc20260504c

bgc20260504c_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 7, 2026

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 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Boyd Gaming Corporation (the "Company"), held on May 7, 2026, 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
John R. Bailey	44,735,123	15,817,737	10,814,784
William R. Boyd	56,071,338	4,481,522	10,814,784
Michael A. Hartmeier	46,936,705	13,616,155	10,814,784
Marianne Boyd Johnson	57,687,865	2,864,995	10,814,784
Keith E. Smith	46,274,901	14,277,959	10,814,784
Christine J. Spadafor	40,209,443	20,343,417	10,814,784
A. Randall Thoman	47,377,825	13,175,035	10,814,784
Paul W. Whetsell	51,629,510	8,923,350	10,814,784

Each of the director nominees was elected to serve as a director until the 2027 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
69,504,627		1,816,811		46,206

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
45,063,670		15,431,320		57,870		10,814,784

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.

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 8, 2026	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