Bally's Corp
For the period ended Dec 31, 2023. Filed Apr 5, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 5, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 | |
| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement |
|---|---|
| Definitive Additional Materials | |
| Soliciting Material under §240.14a-12 | |
| BALLY’S 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 all boxes that apply):
| ☒ | No fee required. |
|---|---|
| Fee paid previously with preliminary materials. | |
| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Bally’s Corporation:
You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Bally’s Corporation to be held virtually on May 16, 2024 at 2:00 p.m., Eastern Time. You may access the Annual Meeting via the internet through a virtual web conference at www.virtualshareholdermeeting.com/BALY2024. Shareholders entitled to notice of, and to vote at, the Annual Meeting are shareholders as of the close of business on March 20, 2024. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting.
The following items are to be voted on at the Annual Meeting:
| 1. | To elect the following nominees to hold office for a term of three years: |
| Terrence Downey, Jaymin B. Patel, and Wanda Young Wilson; | |
| 2. | To ratify the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the year ending December 31, 2024; |
| 3. | To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; |
| 4. | To consider and vote on a shareholder proposal regarding a report on the adoption of a smokefree policy; and |
| 5. | To transact other business, if any, that may properly come before the Annual Meeting or any adjournments or postponements. |
You may vote your shares in advance of the meeting via the internet, by telephone or by mail or by attending and voting online at the Annual Meeting via www.virtualshareholdermeeting.com/BALY2024. Please refer to the section “How do I vote?” in the proxy statement for detailed voting instructions. Whether or not you expect to attend the meeting, please sign, date and return the enclosed proxy card or vote over the internet at www.proxyvote.com or by telephone at 1-800-690-6903 (toll free) as soon as possible to ensure that your shares are represented at the meeting. To participate in the virtual meeting, you will need the 16-digit control number included on your notice, proxy card or voting instruction form. The meeting webcast will begin promptly at 2:00 p.m., Eastern Time. Online check-in will begin at 1:45 p.m., Eastern Time, and you should allow ample time for the check-in procedures.
We look forward to speaking with you at the meeting.
| By Order of the Board of Directors | |
| Soohyung Kim | |
| April 5, 2024 | Chairman of the Board of Directors |
|---|
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT | 1 |
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 4 |
| CORPORATE GOVERNANCE | 7 |
| DIRECTOR COMPENSATION | 14 |
| EXECUTIVE OFFICERS | 15 |
| OWNERSHIP OF SECURITIES AND RELATED SHAREHOLDER MATTERS | 16 |
| EXECUTIVE COMPENSATION | 18 |
| 2023 SUMMARY COMPENSATION TABLE | 29 |
| 2023 GRANTS OF PLAN-BASED AWARDS TABLE | 30 |
| OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE | 31 |
| 2023 OPTION EXERCISES AND STOCK VESTED TABLE | 32 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE | 36 |
| EQUITY PLAN INFORMATION | 38 |
| CEO PAY RATIO | 38 |
| PAY VERSUS PERFORMANCE | 40 |
| PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 44 |
| PROPOSAL 3: APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 46 |
| PROPOSAL 4: SHAREHOLDER PROPOSAL REGARDING A REPORT ON THE ADOPTION OF A SMOKEFREE POLICY | 47 |
| REPORT OF THE AUDIT COMMITTEE | 49 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 50 |
| PROPOSALS OF SHAREHOLDERS | 50 |
| OTHER MATTERS | 51 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.