BOYD GAMING CORP
For the period ended May 9, 2024. Filed Mar 22, 2024.
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May 9, 2024 · Filed Mar 22, 2024
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SCHEDULE 14A
(Rule
14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material pursuant to § 240.14a-12. |
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BOYD GAMING CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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2024 NOTICE OF ANNUAL MEETING & PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 9, 2024
TO THE STOCKHOLDERS OF BOYD GAMING CORPORATION:
You are invited to attend our 2024 Annual Meeting of Stockholders, which will be held on May 9, 2024 at 1:00 p.m., Pacific Daylight Time. This year’s Annual Meeting will be conducted virtually via a live audio webcast. Our executive corporate offices, located at 6465 South Rainbow Boulevard in Las Vegas, Nevada, will serve as the statutory location from which the Annual Meeting will be hosted. However, you will only be able to attend the Annual Meeting, submit your questions and vote online during the meeting via electronic communication athttp://www.virtualshareholdermeeting.com/BYD2024. By logging into this site, you will be deemed present at the Annual Meeting. Our stockholders will consider and vote on the following matters at the Annual Meeting:
| 1. | To elect eight members to our board of directors to serve until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified. |
| 2. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. |
| 3. | To hold an advisory vote on executive compensation. |
| 4. | To consider and vote on a stockholder proposal regarding the commissioning of a report on the effects of a company-wide non-smoking policy. |
| 5. | To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. |
The foregoing items of business are more fully described in the proxy statement attached to and made part of this notice.
Our board of directors has fixed the close of business on March 12, 2024 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.
We are mailing a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) instead of a paper copy of this proxy statement and our 2023 Annual Report to stockholders. The Internet Availability Notice contains instructions on how to access those documents over the internet and on how to request a paper copy of our proxy materials, including this proxy statement, our 2023 Annual Report and a form of proxy card or voting instruction card, as applicable. All stockholders who have previously requested a paper copy of the proxy materials by mail will receive a paper copy rather than the Internet Availability Notice.
All stockholders are invited to attend the virtual Annual Meeting conducted via live audio webcast. However, whether or not you expect to attend the Annual Meeting online, we urge you to vote as promptly as possible by following the instructions included in this proxy statement or by following the instructions detailed in the Internet Availability Notice, as applicable, in order to ensure your representation and the presence of a quorum at the Annual Meeting. If you mail your proxy card or vote by telephone or online, you may still decide to attend the Annual Meeting and vote your shares in person.
By Order of the Board of Directors
Marianne Boyd Johnson
Executive Chairman
Las Vegas, Nevada
March 22, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.