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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): 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