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 14, 2017
 
 
SCIENTIFIC GAMES CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Delaware
  
81-0422894
(State of incorporation)
  
(IRS Employer
   
Identification No.)

0-13063
(Commission File Number)

6650 S. El Camino Road,
Las Vegas, Nevada 89118
(Address of registrant’s principal executive office)

(702) 897-7150
(Registrant’s telephone number)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
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 (see General Instructions A.2. below):

☐
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 CPR 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 Securities Act.   ☐

 
 
 
Item 5.07  Submission of Matters to a Vote of Security Holders.

On June 14, 2017, 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) approved, on an advisory basis, conducting advisory votes on the compensation of the Company’s named executive officers every year; and (4) ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2017. 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, 2017.

The voting results are as follows:

Proposal 1: Election of Directors

 
For
  
Withheld
  
Broker Non-Votes
Ronald O. Perelman
72,720,281
  
1,741,499
  
5,862,981
Kevin M. Sheehan
72,891,801
  
1,569,979
  
5,862,981
Richard M. Haddrill
71,914,128
  
2,547,652
  
5,862,981
M. Gavin Isaacs
72,330,830
  
2,130,950
  
5,862,981
Peter A. Cohen
68,064,583
  
6,397,197
  
5,862,981
Gerald J. Ford
67,651,935
  
6,809,845
  
5,862,981
David L. Kennedy
70,569,871
  
3,891,909
  
5,862,981
Judge Gabrielle K. McDonald
73,893,874
  
567,906
  
5,862,981
Paul M. Meister
72,939,467
  
1,522,313
  
5,862,981
Michael J. Regan  66,727,204    7,734,576    5,862,981
Barry F. Schwartz   73,153,091    1,308,689    5,862,981
Frances F. Townsend
72,722,058
  
1,739,722
  
5,862,981
Viet D. Dinh
70,435,314
  
4,026,466
  
5,862,981

 
 

Proposal 2: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers.

For
 
  
Against
 
  
Abstain
 
  
Broker Non-Votes
 
  
74,179,000
  
256,326
  
26,454
  
5,862,981
  
 
Proposal 3: Approval, on an Advisory Basis, of the Frequency of Advisory Votes on Compensation of the Company’s Named Executive Officers.

1 Year
 
  
2 Years
 
  
3 Years
 
  
Abstain
 
Broker Non-Votes
 
70,631,465
  
20,108
  
3,791,510
  
18,697
5,862,981
 
The Board of Directors of the Company considered the recommendation of stockholders and intends to conduct an annual advisory stockholder vote on the compensation of the Company’s named executive officers until the next required advisory vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.

Proposal 4: Ratification of Appointment of Deloitte & Touche LLP

For
 
  
Against
 
  
Abstain
 
      
79,889,479
  
422,642
  
12,640
      

 
 
 
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, thereunto duly authorized.

 
 
SCIENTIFIC GAMES CORPORATION
  
       
       
Date:  June 20, 2017
By:
/s/ Michael A. Quartieri  
    Name:  Michael A. Quartieri  
    Title:    Executive Vice President, Chief Financial  
                 Officer, Treasurer and Corporate Secretary