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): June 8, 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 5.07.  Submission of Matters to a Vote of Security Holders.
 
On June 8, 2022, Light & Wonder, Inc. (the “Company”) held its annual meeting of stockholders.
 
At the annual meeting, the Company’s stockholders: (1) elected all of the Company’s nominees for members of the Board of Directors of the Company to serve for the ensuing year and until their respective successors are duly elected and qualified; (2) approved, on an advisory basis, the compensation of the Company’s named executive officers; and (3) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The proposals are further described in the Company’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 29, 2022.
 

The voting results are as follows:
 

Proposal 1: Election of Directors

 
For
  
Withheld
  
Broker Non-Votes
Jamie R. Odell
67,932,702
  
3,422,903
  
6,723,565
Barry L. Cottle
68,354,662
  
3,000,943
  
6,723,565
Antonia Korsanos 
67,312,525
  
4,043,080
  
6,723,565
Hamish R. McLennan
63,342,593
  
8,013,012
  
6,723,565
Michael J. Regan
69,617,228
  
1,738,377
  
6,723,565
Virginia E. Shanks
71,087,313
  
268,292
  
6,723,565
Timothy Throsby
71,088,898
  
266,707
  
6,723,565
Maria T. Vullo
70,787,622
  
567,983
  
6,723,565
Kneeland C. Youngblood
67,045,951
  
4,309,654
  
6,723,565


Proposal 2: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

For
 
Against
 
Abstain
 
Broker Non-Votes
68,943,854
  
2,243,648
  
168,103
  
6,723,565


Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ended December 31, 2022
 

For
 
Against
 
Abstain
77,711,441
  
210,183
  
157,546




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.


Date: June 9, 2022 LIGHT & WONDER, INC.  
       
       

By:
/s/ Constance P. James  
    Name: Constance P. James  
    Title:
Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary