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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 5, 2022
 
boydgaminglogo.jpg
 
 
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, par value of $0.01 per share
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 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Boyd Gaming Corporation (the “Company”), held on May 5, 2022, 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
93,957,898   4,480,266   5,612,224
William R. Boyd
88,882,135   9,556,029   5,612,224
William S. Boyd
92,343,717   6,094,447   5,612,224
Marianne Boyd Johnson
92,085,047   6,353,117   5,612,224
Keith E. Smith
94,596,154   3,842,010   5,612,224
Christine J. Spadafor
93,236,957   5,201,207   5,612,224
A. Randall Thoman
94,588,959   3,849,205   5,612,224
Peter M. Thomas
91,318,448   7,119,716   5,612,224
Paul W. Whetsell
94,478,118   3,960,046   5,612,224
 
Each of the director nominees was elected to serve as a director until the 2023 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
102,935,865   1,063,755   50,768
 
The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm was ratified.
 
 
 
 
 
 
 
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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 9, 2022
BOYD GAMING CORPORATION
 
By: /s/ Lori M. Nelson
 
Lori M. Nelson
         Senior Vice President Financial Operations and Reporting and Interim Chief Accounting Officer
 
 
 
 
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