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 7, 2023

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 7, 2023, 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; (3) indicated, on an advisory basis, the frequency of future advisory votes on named executive officer compensation; and (4) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. 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 May 1, 2023.
 
The voting results are as follows:
 

Proposal 1: Election of Directors
   
For
 
 
Withheld
 
 
Broker Non-Votes
Jamie R. Odell
69,762,698
  
954,131
  
6,941,063
Matthew R. Wilson
70,387,674
  
329,155
  
6,941,063
Antonia Korsanos 
69,037,057
  
1,679,772
  
6,941,063
Hamish R. McLennan
57,208,166
  
13,508,663
  
6,941,063
Stephen Morro
70,187,377
  
529,452
  
6,941,063
Michael J. Regan
69,185,699
  
1,531,130
  
6,941,063
Virginia E. Shanks
69,954,287
  
762,542
  
6,941,063
Timothy Throsby
70,288,982
  
427,847
  
6,941,063
Maria T. Vullo
70,214,484
  
502,345
  
6,941,063
Kneeland C. Youngblood
69,679,854
  
1,036,975
  
6,941,063


Proposal 2: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers
 
 For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
64,484,896
  
6,189,348
  
42,585
  
6,941,063
 
 


Proposal 3: Indication, on an Advisory Basis, Frequency of Future Advisory Votes on Named Executive Officer Compensation
 
 1 Year
 
2 Years
 
3 Years
 
Abstain
 
 
69,431,093
  
8,440
  
1,235,731
  
41,565
 
 


Proposal 4: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023
 
 For
 
Against
 
Abstain
 
76,124,884
  
1,507,720
  
25,288
  




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.

  LIGHT & WONDER, INC.  
       
 Date: June 13, 2023
By:
/s/ Constance P. James  
    Name: Constance P. James  
    Title:
Executive Vice President, Chief Financial
Officer, Treasurer and Corporate Secretary