Light & Wonder (LNW) investors back directors, executive pay and Deloitte as 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Light & Wonder, Inc. reported the results of its annual stockholder meeting held on June 10, 2026. Stockholders elected all nominated directors, including Jamie R. Odell, Matthew R. Wilson and others, each receiving between about 45.6 million and 51.9 million votes in favor with broker non-votes recorded.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers with 48,053,880 votes for and 3,941,357 against. They also approved 2026 long-term incentive equity grants to the director-CEO under ASX Listing Rule 10.14 and approved the aggregate annual non-employee director compensation limit under ASX Listing Rule 10.17.

Finally, stockholders ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 50,325,283 votes for, 3,530,235 against and 163,174 abstentions.

8-K Event Classification

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

1 item

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.

Key Figures

Say-on-pay votes for: 48,053,880 votes Say-on-pay votes against: 3,941,357 votes Director-CEO LTIP votes for: 48,066,016 votes +4 more

7 metrics

Say-on-pay votes for 48,053,880 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 3,941,357 votes Advisory approval of named executive officer compensation

Director-CEO LTIP votes for 48,066,016 votes Approval of 2026 long-term incentive equity grants under ASX Listing Rule 10.14

Non-employee director pay votes for 41,382,945 votes Aggregate annual non-employee director compensation limit under ASX Listing Rule 10.17

Auditor ratification votes for 50,325,283 votes Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026

Highest director votes for 51,917,023 votes Election of director Virginia E. Shanks

Broker non-votes key proposals 1,879,973 votes Broker non-votes on Proposals 1–4

Key Terms

ASX Listing Rule 10.14, ASX Listing Rule 10.17, broker non-votes, independent registered public accounting firm, +1 more

5 terms

ASX Listing Rule 10.14 regulatory

"approved 2026 long-term incentive equity grants to the Company’s director-CEO pursuant to and in accordance with the Australian Securities Exchange (the “ASX”) Listing Rule 10.14"

ASX Listing Rule 10.17 regulatory

"approved the aggregate annual amount that may be paid or granted as the Company’s non-employee director compensation (cash and equity) pursuant to and in accordance with ASX Listing Rule 10.17"

broker non-votes financial

"For 48,053,880 | | 3,941,357 | | 143,482 | | 1,879,973 broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis regulatory

"approved, on an advisory basis, the compensation of the Company’s named executive officers"

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Understanding 8-K Material Events →

06/11/2026 - 05:15 PM

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 10, 2026

Light & Wonder, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-11693	81-0422894
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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
None	None	None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Common stock, par value $0.001 per share

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 10, 2026, 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) approved 2026 long-term incentive equity grants to the Company’s director-CEO pursuant to and in accordance with the Australian Securities Exchange (the “ASX”) Listing Rule 10.14; (4) approved the aggregate annual amount that may be paid or granted as the Company’s non-employee director compensation (cash and equity) pursuant to and in accordance with ASX Listing Rule 10.17; and (5) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. 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 April 30, 2026.

The voting results are as follows:

Proposal 1: Election of Directors

	For		Withheld		Broker Non-Votes
Jamie R. Odell		50,002,185		2,136,534		1,879,973
Matthew R. Wilson		51,916,607		222,112		1,879,973
Antonia Korsanos		50,961,176		1,177,543		1,879,973
Michael Marchetti		51,912,647		226,072		1,879,973
Hamish R. McLennan		45,552,916		6,585,803		1,879,973
Stephen Morro		51,913,623		225,096		1,879,973
Virginia E. Shanks		51,917,023		221,696		1,879,973
Timothy Throsby		51,844,937		293,782		1,879,973
Kneeland C. Youngblood		46,817,488		5,321,231		1,879,973

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

For		Against		Abstain		Broker Non-Votes
48,053,880		3,941,357		143,482		1,879,973

Proposal 3: Approval of 2026 Long-Term Incentive Equity Grants to the Company’s Director-CEO Pursuant to and in Accordance with ASX Listing Rule 10.14

For		Against		Abstain		Broker Non-Votes
48,066,016		3,904,727		167,976		1,879,973

Proposal 4: Approval of the Aggregate Annual Amount that May Be Paid or Granted as the Company’s Non-Employee Director Compensation (Cash and Equity) Pursuant to and in Accordance with ASX Listing Rule 10.17

For		Against		Abstain		Broker Non-Votes
41,382,945		10,484,486		177,790		1,879,973

Proposal 5: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

For		Against		Abstain
50,325,283		3,530,235		163,174

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 11, 2026	By:	/s/ Susan Dawson
		Name:	Susan Dawson
		Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Light & Wonder, Inc. (LNW) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing directors, approving executive compensation, approving 2026 CEO long-term equity grants, approving the non-employee director compensation limit, and ratifying Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026.

Were all Light & Wonder (LNW) director nominees elected at the June 2026 annual meeting?

Yes, all nominated directors, including Jamie R. Odell, Matthew R. Wilson and others, were elected. Each nominee received tens of millions of votes in favor, with additional withheld votes and broker non-votes reported in the detailed voting results.

How did Light & Wonder (LNW) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation of named executive officers with 48,053,880 votes for, 3,941,357 against, 143,482 abstentions, and 1,879,973 broker non-votes, indicating majority support for the company’s current executive pay program.

What did Light & Wonder (LNW) approve regarding 2026 long-term incentive equity grants for the director-CEO?

Stockholders approved 2026 long-term incentive equity grants to the director-CEO pursuant to ASX Listing Rule 10.14, with 48,066,016 votes for, 3,904,727 against, 167,976 abstentions, and 1,879,973 broker non-votes, authorizing the planned equity-based compensation framework.

What was decided about non-employee director compensation at Light & Wonder (LNW)?

Stockholders approved the aggregate annual amount that may be paid or granted as non-employee director compensation under ASX Listing Rule 10.17, with 41,382,945 votes for, 10,484,486 against, 177,790 abstentions, and 1,879,973 broker non-votes governing cash and equity awards.

Who is Light & Wonder’s (LNW) auditor for the year ending December 31, 2026?

Stockholders ratified Deloitte & Touche LLP as Light & Wonder’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 50,325,283 votes for, 3,530,235 against, and 163,174 abstentions reported in the voting results.

Filing Exhibits & Attachments

3 documents