01—Abstract
Summary
Summary of the 8-K filed May 16, 2025. Cited figures are marked; the original filing is the authoritative source.
Las Vegas Sands Corp. (LVS) reported in this Form 8-K, filed May 16, 2025, the results of three proposals voted on at its Annual Meeting of Stockholders held on May 15, 2025.
The filing covers Item 5.07, Submission of Matters to a Vote of Security Holders. It does not include any financial results, guidance, or transactions. Stockholders elected all nine nominees to the Board of Directors, each to serve until the 2026 Annual Meeting: Mark Besca, Irwin Chafetz, Micheline Chau, Patrick Dumont, Charles D.
Forman, Robert G. Goldstein, Lewis Kramer, Alain Li and Micky Pant. Votes for each nominee ranged from 539,119,151 (Micheline Chau) to 659,462,909 (Mark Besca), with votes withheld ranging from 1,675,664 (Mark Besca) to 122,019,422 (Micheline Chau).
Each nominee received 18,143,807 broker non-votes. Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 675,494,521 votes for, 3,703,863 against and 83,996 abstentions.
On the advisory, non-binding vote on executive compensation, the filing reports 412,041,478 votes for, 248,143,010 against, 954,085 abstentions and 18,143,807 broker non-votes. The votes for exceeded the votes against, but the against count is substantial, and the filing refers to the Definitive Proxy Statement for the full description of each proposal.
02—Key points
Key Highlights
- All nine director nominees were elected to serve until the 2026 Annual Meeting of Stockholders, with Mark Besca receiving the most votes for (659,462,909) and Micheline Chau the fewest (539,119,151).
- Micheline Chau had the highest number of votes withheld (122,019,422), while Mark Besca had the lowest (1,675,664).
- Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2025, with 675,494,521 votes for and 3,703,863 against.
- On the advisory vote on executive compensation, 412,041,478 votes were cast for and 248,143,010 against, with 954,085 abstentions.
- The say-on-pay proposal drew 248,143,010 votes against, a substantially larger opposition count than on the other proposals.
- Each of the three proposals recorded 18,143,807 broker non-votes, indicating shares held by brokers that did not vote on those matters.
03—Questions
Frequently Asked Questions
When and where was the annual meeting held?
The Annual Meeting of Stockholders was held on May 15, 2025. The filing does not state the location.
Who was elected to the Board of Directors?
Stockholders voted on nine nominees: Mark Besca, Irwin Chafetz, Micheline Chau, Patrick Dumont, Charles D. Forman, Robert G. Goldstein, Lewis Kramer, Alain Li and Micky Pant. Each is to serve until the 2026 Annual Meeting of Stockholders. The filing reports vote counts for each nominee.
Which auditor did stockholders approve?
Stockholders voted to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, with 675,494,521 votes for, 3,703,863 against and 83,996 abstentions.
How did stockholders vote on executive compensation?
The advisory, non-binding resolution on executive compensation received 412,041,478 votes for, 248,143,010 against, 954,085 abstentions and 18,143,807 broker non-votes. The filing refers to the Definitive Proxy Statement for details of the proposals.
Where can investors find more detail on the proposals?
The filing states that the proposals are described in detail in the Company's Definitive Proxy Statement.
04—Continue