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 13, 2018
 
 
SCIENTIFIC GAMES CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Nevada
  
0-13063
  
81-0422894
(State of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)


6601 Bermuda Road, Las Vegas, Nevada 89119
(Address of registrant’s principal executive offices) (Zip Code)

(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))

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 13, 2018, Scientific Games Corporation (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 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; (3) ratified the adoption of the Company’s regulatory compliance protection rights plan; and (4) ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2018. The proposals are further described in the Company’s amended definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 8, 2018.

The voting results are as follows:

Proposal 1:  Election of Directors

   
For
  
Withheld
  
Broker Non-Votes
Ronald O. Perelman
  
72,679,299
  
1,277,563
  
6,122,390
Barry L. Cottle
  
73,060,475
  
896,387
  
6,122,390
Peter A. Cohen
  
68,207,865
  
5,748,997
  
6,122,390
Richard M. Haddrill
  
72,974,245
  
982,617
  
6,122,390
M. Gavin Isaacs
  
72,976,224
  
980,638
  
6,122,390
Viet D. Dinh
  
63,860,464
  
10,096,398
  
6,122,390
Gerald J. Ford
  
63,200,295
  
10,756,567
  
6,122,390
David L. Kennedy
  
68,660,624
  
5,296,238
  
6,122,390
Judge Gabrielle K. McDonald
  
73,478,251
  
478,611
  
6,122,390
Paul M. Meister
  
71,642,664
  
2,314,198
  
6,122,390
Michael J. Regan
  
66,271,591
  
7,685,271
  
6,122,390
Barry F. Schwartz
  
72,510,618
  
1,446,244
  
6,122,390
Kevin M. Sheehan
  
73,052,808
  
904,054
  
6,122,390
Frances F. Townsend
  
72,211,503
  
1,745,359
  
6,122,390
 
Proposal 2:  Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

For
  
Against
  
Abstain
  
Broker Non-Votes
73,760,050
  
178,715
  
18,097
  
6,122,390

Proposal 3:  Ratification of the Adoption of the Company’s Regulatory Compliance Protection Rights Plan

For
  
Against
  
Abstain
  
Broker Non-Votes
72,846,586
  
1,094,489
  
15,787
  
6,122,390

Proposal 4:  Ratification of Appointment of Deloitte & Touche LLP

For
  
Against
  
Abstain
79,755,193
  
269,612
  
54,447
 
 
 
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.


 
SCIENTIFIC GAMES CORPORATION
  
       
       
Date:  June 19, 2018
By:
/s/ Michael A. Quartieri  
    Name:  Michael A. Quartieri  
    Title:    Executive Vice President, Chief Financial  
                 Officer, Treasurer and Corporate Secretary