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 5, 2024

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

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 5, 2024, 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; and (3) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. 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 24, 2024.

The voting results are as follows:

Proposal 1: Election of Directors
   
For
 
 
Withheld
 
 
Broker Non-Votes
Jamie R. Odell
57,357,371
 
3,679,927
 
4,072,184
Matthew R. Wilson
60,850,674
 
186,624
 
4,072,184
Antonia Korsanos 
57,797,940
 
3,239,358
 
4,072,184
Michael Marchetti
60,938,173
 
99,125
 
4,072,184
Hamish R. McLennan
48,080,522
 
12,956,776
 
4,072,184
Stephen Morro
60,816,598
 
220,700
 
4,072,184
Virginia E. Shanks
60,812,102
 
225,196
 
4,072,184
Timothy Throsby
60,774,540
 
262,758
 
4,072,184
Kneeland C. Youngblood
55,076,458
 
5,960,840
 
4,072,184


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

 For
 
Against
 
Abstain
 
Broker Non-Votes
59,636,017
 
1,224,493
 
176,788
 
4,072,184


Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024

 For
 
Against
 
Abstain
63,561,977
 
1,502,273
 
45,232



Item 7.01. Regulation FD Disclosure.

On June 6, 2024, the Company provided the Australian Securities Exchange (the “ASX”) a Statement of CHESS Depositary Interests on Issue (“Appendix 4A”). A copy of Appendix 4A 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
     
 
     
104
 
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
     




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 7, 2024
By:
/s/ James Sottile
 
   
Name:
James Sottile
 
   
Title:
Executive Vice President, Chief Legal Officer
and Corporate Secretary
 




Exhibit 99.1

Appendix 4A - Statement of CDIs on issue


Part 1 - Entity and announcement details
 
   

1.1 Name of +Entity
   
     
LIGHT & WONDER INC.
   
     
1.2 Registered Number Type
 
Registration Number
     
ARBN
 
666710836
     
1.3 ASX issuer code
   
     
LNW
   
     
1.4 The announcement is
   
     
New announcement
   
     
1.5 Date of this announcement
   
     
7/6/2024
   









Appendix 4A - Statement of CDIs on issue
1 / 2


Appendix 4A - Statement of CDIs on issue

Part 2 - Details of +CDIs and other +securities on issue
 
   

2.1 Statement for month and year

May-2024

2.2a Number and class of all +CDIs issued over quoted +securities

ASX Security Code and Description
+CDI Ratio
   
LNW : CDI 1:1 FOREIGN EXEMPT XNGS
1:1

Total number of +CDIs issued over quoted +securities at end of statement month (A):
Total number of +CDIs issued over quoted +securities at end of previous month (B):
Net Difference (A-B)
     
21,861,432
19,056,099
2,805,333

Reason for change:
 
 
Common stock
Net transfers of securities between CDIs and
 
   
as quoted / held on
NASDAQ


If the total number of +CDIs issued over quoted +securities at the end of the statement month, is greater than the total number of +CDIs issued over quoted +securities for which the entity has previously paid an initial listing fee or an additional listing fee under Table 1A and 1C of Guidance Note 15A, the entity hereby applies for +quotation of the relevant securities and agrees to the matters set out in Appendix 2A of the ASX Listing Rules.

2.2b Number and class of all +securities on issue over which +CDIs have not been issued

ASX Security Code and Description

LNWAA : COMMON STOCK

Total number of +securities at end of statement month (A)
Total number of +securities at end of previous month (B)
Net Difference (A-B)
     
67,451,496
71,094,677
-3,643,181


Reason for change:

Transfer of sec. between CDIs & shares of Common Stock, decrease in shares of Common Stock repurchased by the issuer’s ongoing share repurchase program offset by a small increase in total shares outstanding pursuant to vesting of issuer’s outstanding restricted stock units to shares of Common Stock.




Appendix 4A - Statement of CDIs on issue
2 / 2

v3.24.1.1.u2
Document and Entity Information
Jun. 05, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 05, 2024
Entity File Number 001-11693
Entity Registrant Name Light & Wonder, Inc.
Entity Central Index Key 0000750004
Entity Incorporation, State or Country Code NV
Entity Tax Identification Number 81-0422894
Entity Address, Address Line One 6601 BERMUDA ROAD
Entity Address, City or Town LAS VEGAS
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89119
City Area Code 702
Local Phone Number 897-7150
Title of 12(b) Security Common Stock, $.001 par value
Trading Symbol LNW
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

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