8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2018

SCIENTIFIC GAMES CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	81-0422894
(State of incorporation)	(IRS Employer Identification No.)

0-13063

(Commission File Number)

6601 Bermuda Road, Las Vegas, Nevada 89119

(Address of 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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 1, 2018, the Board of Directors (the “Board”) of Scientific Games Corporation (the “Company”) increased the size of the Board by one director from fourteen to fifteen directors and elected Kneeland C. Youngblood as a director of the Company to fill the resulting vacancy, each effective as of August 1, 2018.

Mr. Youngblood has served as a founding partner of Pharos Capital Group, LLC, a private equity firm that invests in the healthcare service sector, business service sector and selective opportunistic investments, since 1998. Mr. Youngblood has served as a director of Mallinckrodt plc, a specialty pharmaceutical company, since June 2013 and a director of TPG Pace Holdings Corp. since June 2017. He is also a member of the Council on Foreign Relations and has served as a trustee of the Dallas Police and Fire Pension System since 2017. Mr. Youngblood has previously served on the boards of directors of Pace Holdings Corp. (from 2015 to 2017), Starwood Hotels & Resorts Worldwide, Inc. (from 2001 to 2012), The Gap, Inc. (from 2006 to 2012) and Burger King Holdings, Inc. (from 2004 to 2010).

Mr. Youngblood is eligible to participate in all compensation plans applicable to non-employee members of the Board, including annual retainers and equity-based compensation (as described in the Company’s amended proxy statement filed with the Securities and Exchange Commission on May 8, 2018). In connection with joining the Board, Mr. Youngblood will receive stock options for 10,000 shares of the Company’s common stock, which will have a four-year vesting schedule and an exercise price based on the average of the high and low sales prices of the Company’s common stock on the trading day immediately prior to the grant date. Mr. Youngblood will serve on the Compensation Committee and the Compliance Committee of the Board.

Item 7.01.  Regulation FD Disclosure.

On August 3, 2018, the Company issued a press release announcing the election of Mr. Youngblood to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.  Financial Statements and Exhibits.

  (d) Exhibits

Exhibit No.	Description
99.1	Press Release of Scientific Games Corporation, dated August 3, 2018.

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:  August 3, 2018	By:	/s/ Michael A. Quartieri
		Name:  Michael A. Quartieri
		Title:    Executive Vice President, Chief Financial Officer,
		Treasurer and Corporate Secretary

EX-99.1

Exhibit 99.1

SCIENTIFIC GAMES BOARD OF DIRECTORS ELECTED KNEELAND C. YOUNGBLOOD AS DIRECTOR

LAS VEGAS – August 3, 2018 – The Board of Directors of Scientific Games Corporation (NASDAQ: SGMS) (“Scientific Games” or the “Company”) elected Kneeland C. Youngblood as a director of the Company effective August 1, 2018. Youngblood will serve on the compensation committee and compliance committee of the Board.

Kneeland C. Youngblood is the founding partner and chairman of Pharos Capital Group, LLC, a private equity firm that invests in the healthcare and business services sectors. Youngblood also serves as director of Mallinckrodt plc, a specialty pharmaceutical company, and as a director of TPG Pace Holdings Corp. He is also a member of the Council on Foreign Relations and serves as a trustee of the Dallas Police and Fire Pension System.

“We are pleased that the Board elected Kneeland as a new director,” said Barry Cottle, chief executive officer of Scientific Games. “He brings valuable experience in business, operations and strategy to our team. We look forward to Kneeland’s contributions as we continue to drive growth in our core business and take advantage of new opportunities to engage players and bring value to our customers.”

Youngblood graduated from Princeton University in 1978 with a Bachelor of Arts and earned a doctor of medicine from the University of Texas, Southwestern Medical School in 1982.

© 2018 Scientific Games Corporation.  All Rights Reserved.

About Scientific Games

Scientific Games Corporation (NASDAQ: SGMS) is the global leader in technology-based gaming systems, table games, table products and instant games and a leader in products, services and content for gaming, lottery and interactive gaming markets. Scientific Games delivers what customers and players value most: trusted security, creative content, operating efficiencies and innovative technology. Today, we offer customers a fully integrated portfolio of technology platforms, robust systems, engaging content and unrivalled professional services. For more information, please visit www.scientificgames.com.

Company Contacts:

Investor Relations:

Scientific Games: Michael Quartieri +1 702-532-7658

Executive Vice President and Chief Financial Officer

Michael.Quartieri@scientificgames.com

Media Relations:

Scientific Games:  Susan Cartwright +1 702-532-7981

VP, Corporate Communications

susan.cartwright@scientificgames.com

Forward-Looking Statements

In this press release, Scientific Games makes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “will,” “may,” “continue” and “should.” These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors, including those factors described in our filings with the Securities and Exchange Commission (the “SEC”), including the Company’s current reports on Form 8-K, quarterly reports on Form 10-Q and its latest annual report on Form 10-K filed with the SEC on March 1, 2018 (including under the headings “Forward-Looking Statements” and “Risk Factors”). Forward-looking statements speak only as of the date they are made and, except for Scientific Games’ ongoing obligations under the U.S. federal securities laws, Scientific Games undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.