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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): April 13, 2017
____________________________________________________________________ 

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Boyd Gaming Corporation
(Exact Name of Registrant as Specified in its Charter)
____________________________________________________________________ 
Nevada
 
001-12882
 
88-0242733
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification Number)

3883 Howard Hughes Parkway, Ninth Floor
Las Vegas, Nevada 89169
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 






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 and Proposal 5 in Item 5.07 is incorporated herein by reference.

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

At the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Boyd Gaming Corporation (the “Company”), held on April 13, 2017, the following proposals were voted on by the Company's stockholders, as set forth below:

Proposal 1.
Election of Directors
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
John R. Bailey
99,282,475
 
856,320
 
 
8,413,083
Robert L. Boughner
95,379,931
 
4,758,864
 
 
8,413,083
William R. Boyd
95,408,509
 
4,730,286
 
 
8,413,083
William S. Boyd
97,711,843
 
2,426,952
 
 
8,413,083
Richard E. Flaherty
99,280,784
 
858,011
 
 
8,413,083
Marianne Boyd Johnson
97,683,727
 
2,455,068
 
 
8,413,083
Keith E. Smith
99,264,428
 
874,367
 
 
8,413,083
Christine J. Spadafor
99,277,585
 
861,210
 
 
8,413,083
Peter M. Thomas
99,257,970
 
880,825
 
 
8,413,083
Paul W. Whetsell
99,415,318
 
723,477
 
 
8,413,083
Veronica J. Wilson
99,516,059
 
622,736
 
 
8,413,083

Each of the director nominees was elected to serve as a director until the 2018 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.
Votes For
 
Votes Against
 
Abstain
108,057,884
 
468,896
 
25,098

The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm was ratified.

Proposal 3.
Advisory Vote on Executive Compensation.
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
98,468,799
 
1,432,258
 
237,738
 
8,413,083

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.

Proposal 4.
An Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation.
One Year
 
Two Years
 
Three Years
 
Abstain
 
Broker Non-Votes
34,425,085
 
299,654
 
65,230,424
 
183,632
 
8,413,083

The option of holding the advisory vote on executive compensation every three (3) years was approved, on an advisory basis, by a majority of the votes cast on the proposal.

Consistent with the stated preference of a majority of the Company’s stockholders, the Board of Directors determined that it will include an advisory stockholder vote on executive compensation in its proxy materials every three (3) years until the next advisory





vote on the frequency of stockholder votes on executive compensation, which is required to occur no later than the Company’s 2023 Annual Meeting of Stockholders.

Proposal 5.
Re-approval of the Material Terms of the Company's 2012 Stock Incentive Plan for Purposes of Sction 162(m) of the Internal Revenue Code.
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
99,452,686
 
582,777
 
103,332
 
8,413,083
The material terms of the Company’s 2012 Stock Incentive Plan (the “Stock Incentive Plan”) were re-approved. The Company’s Board of Directors and the Company’s stockholders had previously approved the Stock Incentive Plan in 2012, and the Company’s stockholders were asked to re-approve the material terms of the Stock Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code, as amended (“Section 162(m)”) so that the Company could retain the flexibility to grant awards under the Stock Incentive Plan that may be exempt from the $1.0 million deduction limitation under Section 162(m).







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.

Date:
April 19, 2017
Boyd Gaming Corporation
 
 
 
 
By:
/s/ Anthony D. McDuffie
 
 
Anthony D. McDuffie
 
 
Vice President and Chief Accounting Officer