Las Vegas Sands 8K Departure of Directors or Certain Officers

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 9, 2024


LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
001-32373		27-0099920
(Commission File Number)		(IRS Employer Identification No.)

5420 S. Durango Dr.
Las Vegas,	Nevada	89113
(Address of principal executive offices)		(Zip Code)

(702) 923-9000

(Registrant's Telephone Number, Including Area Code)

NOT APPLICABLE

(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 (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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 Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock ($0.001 par value)

LVS

New York Stock Exchange

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

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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.

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ITEM 5.02.			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 9, 2024, the stockholders of Las Vegas Sands Corp. (the “Company”) approved the adoption of the Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan (the “Amended Plan”), which was previously approved by the Company’s Board of Directors subject to stockholder approval. The Amended Plan extends the term of the Amended Plan through December 14, 2029, and increases the number of shares of common stock, par value $0.001 per share, available for grants of equity-based awards under the Amended Plan by 10,000,000 shares.

A summary of the Amended Plan was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2024 (the “Definitive Proxy Statement”) in connection with the 2024 Annual Meeting of Stockholders, under the section entitled “Proposal No. 4 — Approval of the Amendment and Restatement of the 2004 Equity Award Plan” beginning on page 77 of the Definitive Proxy Statement. The summary of the Amended Plan in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the Amended Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.


ITEM 5.07.			Submission of Matters to a Vote of Security Holders.

The stockholders of the Company voted on the four proposals listed below at the Company’s Annual Meeting of Stockholders held on May 9, 2024. The proposals are described in detail in the Definitive Proxy Statement.

Proposal 1 — Election of Directors

Votes regarding the election of Irwin Chafetz, Micheline Chau, Patrick Dumont, Charles D. Forman, Robert G. Goldstein, Lewis Kramer and Alain Li to serve on the Board of Directors until the 2025 Annual Meeting of Stockholders, were as follows:


Nominees for Director	Votes For	Votes Withheld	Broker Non-Votes
Irwin Chafetz	586,032,557	100,852,689	18,079,217
Micheline Chau	476,194,365	210,690,881	18,079,217
Patrick Dumont	608,234,979	78,650,267	18,079,217
Charles D. Forman	593,138,289	93,746,957	18,079,217
Robert G. Goldstein	616,924,041	69,961,205	18,079,217
Lewis Kramer	478,968,610	207,916,636	18,079,217
Alain Li	680,028,944	6,856,302	18,079,217

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm

Votes to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 were as follows:


Votes For	Votes Against	Abstentions
702,145,384	2,581,964	237,115

Proposal 3 — An Advisory (Non-Binding) Vote on Executive Compensation

Votes to approve an advisory (non-binding) resolution on executive compensation were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
449,298,263	237,376,009	210,974	18,079,217

Proposal 4 — Approval of the Amendment and Restatement of the 2004 Equity Award Plan

Votes to approve the Amended Plan were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
663,481,684	23,226,503	177,059	18,079,217


ITEM 9.01.			Financial Statements and Exhibits.


(d)			Exhibits
10.1			Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan.
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 on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: May 10, 2024


						LAS VEGAS SANDS CORP.
						By:			/S/ D. ZACHARY HUDSON
									Name: D. Zachary Hudson Title: Executive Vice President, Global General Counsel and Secretary

Las Vegas Sands (LVS) 8-KDeparture of Directors or Certain Officers