[8-K] BOYD GAMING CORP Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Boyd Gaming Corporation reported the results of its 2026 Annual Meeting of Stockholders held on May 7, 2026. Stockholders elected eight director nominees to serve until the 2027 Annual Meeting or until their successors are duly elected and qualified.
Stockholders also ratified the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm, with 69,504,627 votes for, 1,816,811 against, and 46,206 abstentions. In addition, an advisory vote on executive compensation passed, receiving 45,063,670 votes for, 15,431,320 against, 57,870 abstentions, and 10,814,784 broker non-votes.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 5.07
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
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): May 7, 2026
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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(Address of Principal Executive Offices, Including Zip Code)
(702 ) 792-7200
(Registrant’s Telephone Number, Including Area Code)
(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:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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.
The disclosure set forth under Proposal 1 in Item 5.07 is incorporated herein by reference.
Item 5.07.Submission of Matters to a Vote of Security Holders.
At the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Boyd Gaming Corporation (the "Company"), held on May 7, 2026, the following proposals were voted on by the Company’s stockholders, as set forth below:
Proposal 1. Election of Directors.
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Votes For
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Votes Withheld
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Broker Non-Votes
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| John R. Bailey |
44,735,123
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15,817,737 |
10,814,784
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| William R. Boyd |
56,071,338
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4,481,522 | 10,814,784 | ||
| Michael A. Hartmeier |
46,936,705
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13,616,155
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10,814,784 | ||
| Marianne Boyd Johnson |
57,687,865
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2,864,995 |
10,814,784
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| Keith E. Smith |
46,274,901
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14,277,959
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10,814,784
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| Christine J. Spadafor | 40,209,443 | 20,343,417 | 10,814,784 | ||
| A. Randall Thoman |
47,377,825
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13,175,035
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10,814,784
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| Paul W. Whetsell |
51,629,510
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8,923,350
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10,814,784
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Each of the director nominees was elected to serve as a director until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
Proposal 2. Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm.
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Votes For
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Votes Against
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Abstain
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69,504,627
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1,816,811
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46,206 |
The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm was ratified.
Proposal 3. Advisory Vote on Executive Compensation.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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45,063,670
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15,431,320 | 57,870 | 10,814,784 |
The compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, was approved, on an advisory basis.
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SIGNATURE
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.
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Date: May 8, 2026
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BOYD GAMING CORPORATION
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By: /s/ Lori M. Nelson
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Lori M. Nelson
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| Senior Vice President Financial Operations and Reporting and Chief Accounting Officer |
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FAQ
What happened at Boyd Gaming (BYD)'s 2026 Annual Meeting?
Boyd Gaming’s 2026 Annual Meeting resulted in all eight director nominees being elected to serve until the 2027 meeting. Stockholders also ratified Deloitte & Touche LLP as independent auditor and approved, on an advisory basis, the executive compensation program disclosed in the company’s proxy statement.
Which directors were elected at Boyd Gaming (BYD)'s 2026 meeting?
Stockholders elected John R. Bailey, William R. Boyd, Michael A. Hartmeier, Marianne Boyd Johnson, Keith E. Smith, Christine J. Spadafor, A. Randall Thoman, and Paul W. Whetsell. Each will serve as director until the 2027 Annual Meeting of Stockholders or until a successor is duly elected and qualified.
How did Boyd Gaming (BYD) stockholders vote on the auditor ratification?
Stockholders ratified Deloitte & Touche LLP as Boyd Gaming’s independent registered public accounting firm, with 69,504,627 votes for, 1,816,811 votes against, and 46,206 abstentions. This outcome confirms continued stockholder support for Deloitte & Touche LLP as the company’s external auditor.
Was Boyd Gaming (BYD)'s executive compensation approved by stockholders?
Yes. The advisory vote on executive compensation received 45,063,670 votes for, 15,431,320 votes against, and 57,870 abstentions, with 10,814,784 broker non-votes. This reflects stockholder approval of the named executive officers’ compensation as disclosed in the definitive proxy statement.
What are broker non-votes in Boyd Gaming (BYD)'s 2026 vote results?
Broker non-votes occur when brokers submit votes on some proposals but not others because they lack discretionary authority. For Boyd Gaming’s 2026 meeting, several proposals, including director elections and the advisory vote on executive compensation, showed 10,814,784 broker non-votes in the tabulated results.
Where was Boyd Gaming Corporation’s principal executive office listed?
Boyd Gaming Corporation listed its principal executive offices at 6465 South Rainbow Boulevard, Las Vegas, Nevada 89118, with a telephone number of (702) 792-7200. This address and contact number identify the company’s main corporate location for business and stockholder communications.