NOTICE OF 2023 ANNUAL MEETING & PROXY STATEMENT MAY 11, 2023 11:00 A.M. PACIFIC TIME

LETTER FROM

THE CHAIRMAN

NOTICE OF ANNUAL MEETING

to be held on

June 3, 2016

To the Stockholders:

The annual meeting of stockholders of Las Vegas Sands Corp., a Nevada corporation (the “Company”), will be held at The St. Regis New York located at Two E. 55th Street, New York, New York 10022, on June 3, 2016, at 11:30 a.m., Eastern time, for the following purposes:

1. to elect four directors to the Board of Directors, each for a three-year term;

2. to consider and act upon the ratification of the selection of our independent registered public accounting firm;

3. to consider and act upon an advisory (non-binding) proposal on the compensation of the named executive officers; and

4. to transact such other business as may properly come before the meeting or any adjournments thereof.

Stockholders of record at the close of business on April 11, 2016 are entitled to notice of and to vote at the meeting. A list of these stockholders will be available for examination by any stockholder, for any purpose relevant to the meeting, during ordinary business hours, at the Company’s executive offices, located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109, for a period of ten days prior to the meeting date. The list will also be available for inspection by any stockholder at the place of the stockholder meeting during the whole time thereof.

By Order of the Board of Directors,

IRA H. RAPHAELSON

Executive Vice President, Global General Counsel

and Secretary

April 22, 2016

PLEASE FOLLOW THE INSTRUCTIONS IN THE COMPANY’S NOTICE OF INTERNET

AVAILABILITY OF PROXY MATERIALS TO VOTE YOUR PROXY.

PROXY STATEMENT

TABLE OF CONTENTS

PROXY SUMMARY

— 2022: A YEAR OF PROGRESS AND IMPORTANT MILESTONES

In anticipation of an improving travel environment, we were focused in 2022 on executing operational and strategic objectives to position the Company to deliver strong growth as the recovery in travel and tourism spending in Asia comes to fruition.

The key operational and strategic objectives in 2022 included the following:

As travel patterns began to recover and visitation increased, our adjusted property EBITDA at Marina Bay Sands (“MBS”) in Singapore was positive in all four quarters of 2022. On a hold-normalized basis, our adjusted property EBITDA at MBS increased sequentially in each of the second, third and fourth quarters of 2022. Our ability to achieve that pace of recovery required considerable planning, preparation, adaptation and execution across our MBS operations. Of equal importance in 2022 was our executive team’s preparation for the return of travel and tourism spending in Macao during 2023.

In 2022, we completed The Londoner Macao, significantly enhancing the positioning of our Macao property portfolio in anticipation of the recovery in travel and tourism spending in that region. We also made substantial progress on the ~$1.0 billion renovation of MBS, which will introduce new world-class suites and luxury tourism offerings and substantially enhance the overall guest experience for premium customers.

The successful sale of our Las Vegas operations and assets for an aggregate purchase price of $6.25 billion was central to our strategy to enhance liquidity during the challenging operating environment that we experienced over the last three years. Proceeds from the sale enhanced our balance sheet strength and liquidity as we prepared our operations for the recovery of travel and tourism spending in Asia and allowed us to continue to invest meaningfully in our Macao and Singapore markets as well as pursue future growth opportunities in new markets. The sale process was successfully concluded in February 2022.

We were gratified to receive a new ten-year gaming concession in Macao, providing us the opportunity to continue our 20-year track record of investment in Macao and to enhance Macao’s business and leisure tourism appeal. Our successful tender for one of the six available licenses was critical to our continued success and represents a very significant milestone reached in the attainment of our long-term strategic objectives.

i

PROXY STATEMENT

PROXY AND VOTING INFORMATION

Our Board of Directors (the “Board”) has provided you with these proxy materials in connection with its solicitation of proxies to be voted at the annual meeting of stockholders. We will hold the annual meeting on Friday, June 3, 2016, at The St. Regis New York located at Two E. 55^Th Street, New York, New York 10022, beginning at 11:30 a.m., Eastern time. Please note that throughout these proxy materials we may refer to Las Vegas Sands Corp. as “the Company,” “we,” “us,” or “our.”

We are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners, unless they have directed us to provide the materials in a different manner. The Notice provides instructions on how to access and review all of the important information contained in this Proxy Statement, as well as how to submit a proxy by telephone or over the Internet. If you receive the Notice and would still like to receive a printed copy of our proxy materials, instructions for requesting these materials are included in the Notice. The Company plans to mail the Notice to stockholders by April 22, 2016. The Company will continue to mail a printed copy of this Proxy Statement and form of proxy to certain stockholders, and it expects that mailing to begin on or about April 22, 2016.

Who Can Vote

Only stockholders of record of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), as of April 11, 2016 will be entitled to vote at the meeting or any adjournment thereof.

How Many Shares Can Be Voted

The authorized capital stock of the Company presently consists of 1,000,000,000 shares of Common Stock. At the close of business on April 11, 2016, 794,718,776 shares of Common Stock were outstanding and entitled to vote. Each stockholder is entitled to one vote for each share held of record on that date on all matters that may come before the meeting. There is no cumulative voting in the election of directors.

How You Can Vote

You may attend the annual meeting and vote your shares in person. You may also grant your proxy to vote by telephone or through the Internet by following the instructions included on the Notice, or by returning a signed, dated and marked proxy card if you received a paper copy of the proxy card.

The presence, in person or by proxy, of the holders of at least a majority of the total number of outstanding shares of the Common Stock is necessary to constitute a quorum at the meeting. If you are the beneficial owner of shares held in “street name” by a broker, your broker, as the record holder of the shares, must vote those shares in accordance with your instructions. In accordance with the rules of the New York Stock Exchange (the “NYSE”), a brokerage firm may give a proxy to vote its customer’s stock without customer instructions if the brokerage firm (i) transmitted proxy materials to the beneficial owner of the stock, (ii) did not receive voting instructions by the date specified in the statement accompanying the proxy materials, and (iii) has no knowledge of any contest with respect to the actions to be taken at the stockholders’ meeting and such actions are adequately disclosed to stockholders. In addition, under current NYSE rules, brokerage firms may not vote their customers’ stock without instructions from the customer if the vote concerns the election of directors, a matter relating to executive compensation, including the advisory proposal on compensation, which will be voted on at the meeting, or an authorization for a merger, consolidation or any matter that could substantially affect the rights or privileges of the stock. Abstentions and broker non-votes are counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business.

The affirmative vote of a plurality of the votes cast at the meeting will be required for the election of directors. Each other item to be acted upon at the meeting requires the affirmative vote of the holders of a majority of the shares of Common Stock represented at the meeting in person or by proxy and entitled to vote on the item, assuming that a quorum is present or represented at the meeting. A properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, and will have no effect. With respect to the other proposals, a properly executed proxy marked “ABSTAIN,” although counted for purposes of determining whether there is a quorum, will not be voted. Accordingly, an abstention will have the same effect as a vote cast against a proposal. Under Nevada law, a broker non-vote will have no effect on the outcome of the matters presented for a stockholder vote at this meeting.

Sheldon G. Adelson, the Chairman of the Board and Chief Executive Officer of our Company, his wife, Dr. Miriam Adelson, and trusts and other entities for the benefit of the Adelsons and their family members together beneficially owned approximately 54.3% of our outstanding Common Stock as of the record date. Mr. Adelson, Dr. Adelson, the trustees for the various trusts and individuals authorized to vote the shares of Common Stock held by such other entities have indicated that they will vote the shares of Common Stock over which they exercise voting control in accordance with the recommendations of our Board as set forth below.

Brokers are not permitted to vote on the election of directors or on the advisory proposal on executive compensation without instructions from the beneficial owner. Therefore, if your shares are held in the name of your broker, bank or other nominee, your vote is especially important this year. To ensure your shares are voted in the manner you desire, you should provide instructions to your bank, broker, or other nominee on how to vote your shares for each of the proposals to be voted on at the annual meeting in the manner provided for by your bank, broker, or other nominee. Without these instructions, shares held by beneficial owners will not be voted in the election of directors as set forth in Proposal No. 1 below or the advisory proposal on executive compensation as set forth in Proposal No. 3 below.

If you duly submit a proxy but do not specify how you want to vote, your shares will be voted as our Board recommends, which is:

 

•

“FOR”Continued our award-winning Corporate Responsibility Program

PEOPLE		COMMUNITIES		PLANET
Be the electionemployer of eachchoice leading the hospitality and tourism industry in the regions we serve		Make our communities better places to live, work and visit		Ensure the long-term environmental health of our regions as sustainable tourism destinations

Recognition of our achievements in these areas include:

•

Named to the nomineesDow Jones Sustainability Indices (“DJSI”) on DJSI World for director as set forth under Proposal No. 1 below;the third consecutive year and DJSI North America for the fifth consecutive year in 2022

 

•

“FOR”Continued disclosure to CDP, the ratificationgold standard of environmental reporting, earning A- scores for both CDP Climate Change and Water Security, reflecting leadership among hospitality companies in the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2016 as described in Proposal No. 2 below;U.S. and globally

 

•

“FOR”Global leader in sustainability, recognized by independent third parties on a regional and global level

•

Recognized by Newsweek for the advisory proposal on executive compensationsecond consecutive year as described in Proposal No. 3 below.one of America’s Most Responsible Companies

•

Named to the Drucker Institute’s list of the 250 best-managed publicly traded companies, the only gaming and hospitality company recognized therein

How

•

Our commitment to stockholders: listening and responding

In 2022, we were able to Revoke or Change Your Votereturn to investor in-person meetings and investor conferences following predominantly virtual investor engagement during the prior two years. We engaged in extensive dialogue with a wide range of investors on the issues of corporate responsibility, Environmental, Social and Governance (“ESG”) and other matters of stockholder interest. We believe this dialogue provides important perspectives as we seek to deliver stockholder value through our corporate responsibility and ESG efforts.

You may revoke or change your proxy at any time before it is exercised

2		LAS VEGAS SANDS 2023 Proxy Statement

You will not revoke a proxy merely by attending the annual meeting. To revoke or change a proxy, you must take onesupport of the actions described above.communities in the markets where we operate

If you hold your shares

2025 Target: 17.5% reduction in emissions by 2025 from a 2018 baseline aligned with a science-based target methodology

Beyond these targets, we continued to advance our sustainability and corporate social responsibility initiatives in 2022 including the following:

CORPORATE RESPONSIBILITY OVERVIEW

Our ESG Report, which is available at https://investor.sands.com/esg/default.aspx, also contains additional information on our corporate responsibility program including data indices that reflect the reporting standards of the Global Reporting Initiative (“GRI”), the Sustainability Accounting Standards Board (“SASB”) and the TCFD. The information in our ESG Report and any other websites referenced in this proxy statement is not intended to be incorporated by reference into this proxy statement, and any references to websites are intended to be inactive textual references only.

CORPORATE GOVERNANCE OVERVIEW

CORPORATE GOVERNANCE PROFILE

Our commitment to corporate governance is integral to our business and reflects not only regulatory requirements, NYSE listing standards and broadly recognized governance practices, but also effective leadership and oversight by our executive officers and Board. We have structured our corporate governance in a brokerage or other account, you may submit new voting instructions by contacting your broker, bank or nominee.manner that we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance framework include the following:

Any revocation

STOCKHOLDER ENGAGEMENT

The Company has developed and implemented a program to actively and transparently engage with our stockholders. The structure of our program reflects our belief that strong corporate governance includes the commitment to establish dialogue with stockholders and to provide the opportunity for questions and concerns to be explored and discussed. We have a proxy, orlong-established investor outreach program designed to facilitate direct stockholder engagement and the solicitation of stockholder views and input. This includes engagement with portfolio managers and analysts with investment allocation responsibility, as well as representatives that have specific responsibility for corporate governance and ESG matters at these institutions.

We continuously conduct an extensive global program of direct investor outreach through a new proxy bearingcombination of investor conferences, investor road-shows and one-on-one investor meetings, video conferences and teleconferences. In 2022, we were able to return to investor in-person meetings and investor conferences following predominantly virtual investor engagement during the prior two years. Our outreach program reflects our geographically diverse stockholder base and is designed to ensure we understand and consider all issues of importance to our stockholders.

An important element of our stockholder engagement process is to understand any areas of particular concern. We fully and completely acknowledge the lower than desired stockholder approval for our advisory votes on compensation for our named executive officers that has persisted despite a later date, should be sent to the following address: Corporate Secretary, Las Vegas Sands Corp., 3355 Las Vegas Sands Boulevard South, Las Vegas, Nevada 89109. To revoke a proxy previously submitted by telephone, Internet or mail, simply submit a new proxy at a later date before the takingre-design of the compensation packages for our executive officers in March 2021, which meaningfully increased at-risk compensation and provided multiple metrics for performance-based compensation (including a first-time ESG component) for both equity and non-equity incentive compensation. Subsequent to those compensation program changes, we have continued to engage actively on this item in order to explain the rationale for the alterations and solicit feedback from stockholders. That feedback informs ongoing internal discussions surrounding our named executive officer compensation program. Following the results of the voting for the 2022 Annual Meeting, we directly contacted the Asset Stewardship departments (or closest equivalent contacts) at our 50 largest institutional investors to offer the opportunity to discuss any material issues of concern, including the low ‘say-on-pay’ vote atrecorded in 2022. Those 50 largest institutional investors represented approximately 75% of the annual meeting,shares outstanding (excluding the controlling shareholder) and included all institutional investors with more than one million shares outstanding. We also undertook calls with all other shareholders that requested the opportunity to discuss the “say-on-pay” vote. The largest area of concern raised by stockholders in which case,relation to named executive officer compensation was the later submitted proxy will be recorded andone-time stock grants made as part of the earlier proxy will be revoked.

Other Matters to be Acted upon at the Meeting

Our Board presently is not aware of any matters other than those specifically statednamed executive officer employment contracts in the Noticebeginning of Annual Meeting2021 that are to be presented for action at the annual meeting. If any matter other than those described in this Proxy Statement is presented at the annual meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgmentdid not contain measurable performance criteria attached. We have made no further grants of the person or persons voting those shares.

Adjournmentsthat nature and Postponements

Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.

Electronic Delivery of Proxy Materials and Annual Report

The Notice of Annual Meeting and Proxy Statement and the Company’s 2015 Annual Report are available athttp://investor.sands.com/proxy.cfm. These materials are also available on the Investor Relations page of our website,http://investor.sands.com. In the future, for stockholders who have not already optedno plans to do so instead of receiving copies of the Notice of Annual Meeting and Proxy Statement and annual report in the mail, stockholders may electfuture.

During 2022, we received feedback that long-term metrics should apply to view proxy materials forlong-term compensation and that long-term should reflect a period of at least three years to earn the annual meetingaward. We also received feedback on the Internet or receive proxy materials for the annual meeting by e-mail. The Notice will provide you with instructions regarding how to view our proxy materials for the annual meeting on the Internet and how to instruct us to send future proxy materials to you electronically by e-mail. Receiving your proxy materials online saves the Company the cost of producing and mailing documents to your home or business and gives you an automatic link to the proxy voting site.

Stockholders of Record.    If your shares are registered in your own name, to enroll in the electronic delivery service go directly to the websitesize of our transfer agent, American Stock Transfer & Trust Company, https://www.amstock.comatnamed executive officers’ base salaries, as well as security and personal transportation costs borne by the Company.

Outside the arena of compensation, other areas of dialogue around governance in 2022 included:

This dialogue on corporate responsibility, ESG and any time and follow the instructions.

Beneficial Stockholders.    If your shares are not registered in your name, check the information provided to you by your bank or broker to enroll in the electronic delivery service, or contact your bank or broker for information on electronic delivery service.

Deliveryother matters of One Notice or Proxy Statement and Annual Report to a Single Household to Reduce Duplicate Mailings

In connection with the Company’s annual meeting of stockholders, the Companystockholder interest is required to send to each stockholder of record a Notice or a Proxy Statement and annual report, and to arrange for a Notice or a Proxy Statement and annual report to be sent to each beneficial stockholder whose shares are held by or in the name of a broker, bank, trust or other nominee. Because many stockholders hold shares of Common Stock in multiple accounts, this process would result in duplicate mailings of Notices or Proxy Statements and annual reports to stockholders who share the same address. To avoid this duplication, unless the Company receives instructions to the contrary from one or more of the stockholders sharing a mailing address, only one Notice or Proxy Statement and annual report will be sent to each address. Stockholders may, on their own initiative, avoid receiving duplicate mailings and save the Company the cost of producing and mailing duplicate documents as follows:

Stockholders of Record.    If your shares are registered in your own name and you are interested in consenting to the delivery of a single Notice or Proxy Statement and annual report, to enroll in the electronic delivery service go directlyfundamental to our transfer agent’s website at https://www.amstock.comanytimerelationship with our stockholders and follow the instructions.directly impacts our planning and our ESG program design. We believe this valuable dialogue provides important perspective as we seek to deliver stockholder value through our corporate responsibility and ESG efforts.

Beneficial Stockholders.    If your shares are not registered in your own name, your broker, bank, trust or other nominee that holds your shares may have asked you to consent to the delivery of a single Notice or Proxy Statement and annual report if there are other Las Vegas Sands Corp. stockholders who share an address with you. If you currently receive more than one Notice or Proxy Statement and annual report at your household, and would like to receive only one copy of each in the future, you should contact your nominee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Right to Request Separate Copies.    If you consent to the delivery of a single Notice or Proxy Statement and annual report but later decide that you would prefer to receive a separate copy of the Notice or Proxy Statement and annual report, as applicable, for each stockholder sharing your address, then please notify us or your nominee, as applicable, and we or they will promptly deliver such additional Notices or Proxy Statements and annual reports. If you wish to receive a separate copy of the Notice or Proxy Statement and annual report for each stockholder sharing your address in the future, you may contact our transfer agent, American Stock Transfer & Trust Company, directly by telephone at 1-800-937-5449 or by visiting its website athttps://www.amstock.comand following the instructions.

Important Notice about Security

All meeting attendees may be asked to present a valid, government-issued photo identification (federal, state or local), such as a driver’s license or passport, and proof of beneficial ownership if you hold your shares through a broker, bank or other nominee before entering the meeting. Attendees may be subject to security inspections. Video and audio recording devices and other electronic devices will not be permitted at the meeting.

PRINCIPAL STOCKHOLDERS

The Company is a controlled company, with the Adelson family members beneficially owning 433,144,273 shares representing approximately 56.6% of the Company’s outstanding Common Stock as of March 13, 2023

The following table sets forth information as of April 12, 2016March 13, 2023 as to the beneficial ownership of our Common Stock,common stock, $0.001 par value per share (the “Common Stock”), in each case, by:

(2)

Other than Timothy D. Stein, theThe address of each person named in this table is c/o Las Vegas Sands Corp., 3355 Las Vegas Boulevard South,5500 Haven Street, Las Vegas, Nevada 89109.89119.

(15)(10)

This amount includes (a) 69,6047,593 shares of our Common Stock held by Mr. Hudson, (b) options to purchase 316,500 shares of our Common Stock that are vested and exercisable and (c) 7,593 restricted stock units that vest within 60 days of March 13, 2023.

(11)

This amount includes (a) 83,299 shares of our Common Stock held by Mr. Chafetz, (b) 1,818 unvested shares of5,806 restricted stock held by Mr. Chafetz,awards that vest within 60 days of March 13, 2023, (c) options to purchase 10,000225,059,802 shares of our Common Stock held by trusts or entities for the benefit of members of the Adelson family over which Mr. Chafetz, that are vestedas trustee or manager, retains sole voting control and exercisable,shares dispositive power, (d) 217,902,31838,743,517 shares of our Common Stock held by trusts for the benefit of members of the Adelson family over which Mr. Chafetz, as trustee, retains sole voting control and shares dispositive power, and (e) 31,487,19266,502,900 shares of our Common Stock held by trusts for the benefit of members of the Adelson family over which Mr. Chafetz, as trustee, retains sole voting control and (f) 2,208,548 shares of our Common Stock held by a trust for the benefit of members of the Adelson family over which Mr. Chafetz, as trustee, shares voting and dispositive power. Mr. Chafetz disclaims beneficial ownership of the shares of our Common Stock held by any trust for which he acts as trustee, and this disclosure shall not be deemed an admission that Mr. Chafetz is a beneficial owner of such shares for any purpose.

BOARD OF DIRECTORS NOMINEES

ABOUT THE BOARD

Our Board currently has ten directors, divided into three classes, designated as Class I, Class II and Class III. Members of each class serve for a three-year term. Stockholders elect one class of directors at each annual meeting.eight directors. The term of office of the current Class III directors will expire at the 2016 annual meeting. The term of office2023 Annual Meeting.

Stockholders are being asked to consider each of the current Class I directors will be subjectfollowing eight nominees to renewal in 2017,serve as director until the 2024 Annual Meeting and the term of office of the current Class II directors will be subject to renewal in 2018. Each director holds office until his or hertheir respective successor has been duly elected and qualified or theuntil such director’s earlier resignation, disqualification, death or removal.

We have nominated four individuals to serve as Class III directors: Sheldon G. Adelson, Irwin Chafetz,removal: Robert G. Goldstein, Patrick Dumont, Irwin Chafetz, Micheline Chau, Charles D. Forman, Nora M. Jordan, Lewis Kramer and Charles A. Koppelman. David F. Levi.

Each of the nominees is a current director of the Company who has indicated that hethey will serve if elected. We do not anticipate that any of the nominees will be unable or unwilling to stand for election,serve, if elected, but if that happens, your proxy will be votedit is the intention of the persons named in the proxies to select and cast their votes for anotherthe election of such other person nominated byor persons as the Board.Board may designate.

Our current directors bring a variety of experiences and core competencies we believe are important to overseeing the strategic execution and risk management of our Company’s operations. The complexities of our Integrated Resort operations include five primary revenue categories, six operating segments and significant development and construction initiatives. Strict adherence to gaming and other regulations in various jurisdictions is essential. The ability to provide the appropriate oversight and risk assessment responsibilities is demonstrated in our directors’ professional careers, which include:

In addition to the specific professional experience of our directors, we choseselect our directors because they are highly accomplished in their respective fields, insightful and inquisitive. In addition, weWe believe each of our directors possesses sound business judgment and is highly ethical. While we do not have a formal diversity policy, weWe consider a wide range of factors in determining the composition of our Board, including professional experience, skills, education, trainingexpertise, race, ethnicity, gender, age and cultural background.

The nominees for election for a three-year term ending in 2019 and their backgrounds are as follows:

BOARD COMPOSITION

		III
Mr. Adelson has been Chairman of the Board, Chief Executive Officer, Treasurer and a director of the Company since August 2004. He has been Chairman of the Board, Chief Executive Officer and a director of Las Vegas Sands, LLC (or its predecessor, Las Vegas Sands, Inc.) since April 1988 when it was formed to own and operate the former Sands Hotel and Casino. Mr. Adelson has served as the Chairman of the Board of Directors of the Company’s subsidiary, Sands China Ltd., since August 2009 and as its chief executive officer since January 2015. Mr. Adelson also created and developed The Sands Expo and Convention Center, the first privately owned convention center in the United States, which was transferred to the Company in July 2004. In addition, Mr. Adelson serves as an officer and/or director of several of our other subsidiaries. His business career spans more than seven decades and has included creating and developing to maturity more than 50 different companies. Mr. Adelson has extensive experience in the convention, trade show, and tour and travel businesses. He created and developed the COMDEX Trade Shows, including the COMDEX/Fall Trade Show, which was the world’s largest computer show in the 1990s. He has been the President and Chairman of Interface Group Holding Company, Inc. and its predecessors since the mid-1970s and is a manager of Interface Group-Massachusetts, LLC and was President of its predecessors since 1990. Mr. Adelson has earned multiple honorary degrees and has been a guest lecturer at various colleges and universities, including the University of New Haven, Harvard Business School, Columbia Business School, Tel Aviv University and Babson College. Among his numerous awards for his business and philanthropic work are the Armed Forces Foundation’s Patriot Award, the Hotel Investment Conference’s Innovation Award, the Woodrow Wilson Award for Corporate Citizenship and induction into the American Gaming Association’s Hall of Fame. Mr. Adelson’s extensive business experience, including his experience in the hospitality and meetings, incentives, convention and exposition businesses, and his role as our Chief Executive Officer and Treasurer, led the Board to conclude that he should be a member of our Board of Directors.

BOARD OF DIRECTORS NOMINEES

The other members of the Board who will continue to serve following our 2016 annual meeting are as follows:Board.

Name (Age), Principal OccupationNORA M. JORDAN AGE: 64 DIRECTOR SINCE: 2021 COMMITTEES: •  Audit •  Compliance •  Nominating and Other DirectorshipsGovernance (Chair) INDEPENDENT		First Became Ms. Jordan’s extensive legal and financial experience gained while advising clients on compliance and regulatory matters and complex investment products and offerings, as well as her management experience at a Director		Class
Steven L. Gerard (70)		2014		I
Mr. Gerard has been a director of the Company since July 2014. He has served as the chairman of the board of directors of CBIZ, Inc. a provider of integrated business services and products, since October 2002 and was its chief executive officer from October 2000 until March 2016. Mr. Gerard was chairman and chief executive officer of Great Point Capital, Inc., a provider of operational and advisory services from 1997 to October 2000. From 1991 to 1997, he was chairman and chief executive officer of Triangle Wire & Cable, Inc. and its successor Ocean View Capital, Inc. Mr. Gerard’s prior experience includes 16 years with Citibank, N.A. in various senior corporate finance and banking positions. Further, Mr. Gerard served seven years with the American Stock Exchange, where he last served as Vice President of the Securities Division. Mr. Gerard also serves on the Boards of Directors of Lennar Corporation, a home builder, and Joy Global, Inc., a manufacturer and servicer of mining equipment. Mr. Gerard’s extensive executive experience and service as a director of other public companies multi-national law firm, led the Board to conclude that he shouldshe would be a valuable member of our Board of Directors.Board.
George Jamieson (79)		2014		I
Mr. JamiesonExperience Ms. Jordan has been a directorDirector of the Company since June 2014. HeJanuary 2021. Ms. Jordan currently is senior counsel at Davis Polk & Wardwell LLP, an international law firm. From 1995 through 2020, Ms. Jordan was a partner at Davis Polk and headed its Investment Management Group from 2000 to 2020. Ms. Jordan serves as a director of Allspring Global Investments and is a certified public accountantdirector and a retired partnerchair of PricewaterhouseCoopers LLP. He served in various positions at PricewaterhouseCoopers LLP (or predecessor firms) in various capacities from 1964 until 1997. Mr. Jamieson is a memberthe nominating committee of the American Institute of Certified Public Accountants. He recently retiredSkin Association.

BOARD OF DIRECTORS NOMINEES

Mr. Adelson is the father-in-law of Patrick Dumont, the Company’s Executive Vice President and Chief Financial Officer. There is no other family relationship between any of the directors or executive officers of the Company.

INFORMATION REGARDING
THE BOARD AND ITS COMMITTEES

— BOARD OF DIRECTORS AND BOARD AND OTHER COMMITTEES

BoardStandards

NYSE Listing Standards.    As required by theThe NYSE’s corporate governance rules the Company’s Board currently hasgenerally require a majority of independent directors. In addition,directors serve on a company’s Board of Directors and require all of the members of the Company’sa company’s Audit Committee, Compensation Committee and Nominating and Governance Committee and Compliance Committee areto be independent directors.

Although the Companydirectors subject to certain exceptions, including if a company qualifies as a “controlled company” under the NYSE governance rules.

We qualify as a “controlled company” under NYSE governance rules because Mr.Dr. Miriam Adelson his wife and trusts and other entities for the benefit of the Adelsons and theirAdelson family members control more than 50 percent of the voting power of the Company’s Common Stock,Stock. With the departure of George Jamison from our Board in May 2022, the passing of Charles Koppelman in November 2022, and the departure of Yibing Mao from the Company’s Board in February 2023, we currently rely on the controlled company exemption from the general NYSE requirement to have a majority of independent directors serve on the Board. However, the Board has determined that it willa Nominating and Governance Committee and a Compensation Committee composed entirely of independent directors, although this is not take advantagerequired because, as a controlled company, we are exempt from the applicable NYSE requirement.

We are committed to having a majority independent Board and accordingly remain actively engaged in efforts to expand the number of independent directors on the exemptions provided under the NYSE governance rules for “controlled companies.”Board.

Independent Directors.Directors

The Board has determined that sixfour of the tenits eight current members, of the Board, namely Mr. Ader, Ms. Chau, Ms. Jordan, Mr. Gerard, Mr. Jamieson, Mr. KoppelmanKramer and Mr. Levi, satisfy the criteria for independence under applicable rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”“Exchange Act”), and the NYSE corporate governance rules. In making its determinations, the Board reviewed all the relevant facts and circumstances, the standards set forth in our Corporate Governance Guidelines, the NYSE rules and other applicable laws and regulations.

Two of our outside directors, Messrs.Mr. Chafetz and Mr. Forman, have business and personal relationships with our controlling stockholder, Mr. Adelson.the Adelson family. Mr. Chafetz was a stockholder, vice president and director of the entity that owned and operated the COMDEX trade show and The Sands Expo and Convention Center, which were created and developed by Mr. Adelson. Mr. Forman was vice president and general counsel of this entity. Mr. Chafetz also is a trustee of several trusts for the benefit of Mr. Adelson’sAdelson family members that beneficially own shares of our Common Stock. For additional information, see “Proxy and Voting Information — How You Can Vote” and “Principal Stockholders”“Security Ownership of Certain Beneficial Owners and Management” above. These relationships with Mr.the Adelson family also include making joint investments and other significant financial dealings. As a result, Messrs.the Adelson family and Mr. Chafetz and Mr. Forman may have their financial interests aligned and, therefore, the Board does not consider Messrs.Mr. Chafetz and Mr. Forman to be independent directors.

Because Mr. Goldstein and Mr. Dumont are officers of the Company, they do not satisfy the criteria for independence under applicable rules promulgated under the Exchange Act and the NYSE corporate governance rules.

Board Meetings.Meetings

The Board held nine meetings and acted by written consent six times during 2015.2022. The work of the Company’sour directors is performed not only at meetings of the Board and its committees, but also by consideration of the Company’sour business through the review of documents and in numerous communications among Board members and others. In 2015,2022, all directors attended at least 75% of the aggregate of all meetings of the Board and committees on which they served during the periods in which they served, except for Michael A. Levenwith the exception of Mr. Koppelman, who retired fromdue to illness attended 67% of the meetings of the Board and committees on which he served during the periods in April 2016.which he served.

Annual Meeting.Our directors are encouraged to attend each annual meeting of stockholders and allten of our directors who were on the Board at the time of our 2022 Annual Meeting attended our 2015 annual meeting of stockholders2022 Annual Meeting held on June 4, 2015.May 12, 2022.

The table below illustrates the chairs and membership of the Board Committeesand of each standing Board committee as of December 31, 2022 (for current committee membership, see “— Standing Committees”), the independence status of each Board member and the number of Board and Board committee meetings held during fiscal 2022.

Our Board has four standing committees: an audit committee (the “Audit Committee”“Audit Committee”), a compensation committee (the “Compensation Committee”“Compensation Committee”), a nominating and governance committee (the “Nominating“Nominating and Governance Committee”Committee”) and a compliance committee (the “Compliance Committee”“Compliance Committee”). In addition, the Board established a COO Search Committee in December 2012, which was dissolved in January 2015.

Audit Committee.    The Audit Committee operates under a written charter. The primary purposeEach of the Audit Committee is to assist the Board in monitoring the integrity of our financial statements, our independent registered public accounting firm’s qualifications and independence, the performance of our audit function, and the compliance of our independent registered public accounting firm and our Company with legal and regulatory requirements. Among other things, our Audit Committee selects our independent registered public accounting firm and reviews with such firm the plan, scope and results of our annual audit, and the fees for the services per-

formed. The Audit Committee also reviews the adequacy of our internal control systems with management and the independent registered public accounting firm and receives internal audit reports, and subsequently reports its findings to the full Board. In addition, the Audit Committee is charged with reviewing related party transactions as further described below under “Corporate Governance — Related Party Transactions” and with overseeing the Company’s enterprise risk management as further described below under “Corporate Governance — The Board’s Role in Risk Oversight” and its cyber security program. The Audit Committee also oversees the Company’s responses to designated stockholder derivative actions.

The current members of our Audit Committee are George Jamieson (Chair), Jason N. Ader and Steven L. Gerard. The Board has determined that Messrs. Jamieson, Ader and Gerard are each independent under applicable NYSE and federal securities rules and regulations on independence of Audit Committee members. The Board has determined that each of the members of the Audit Committee is “financially literate” and that Mr. Jamieson qualifies as an “audit committee financial expert,” as defined in the NYSE’s listing standards and federal securities rules and regulations. The Audit Committee held 12 meetings and did not act by written consent during 2015. The Audit Committee’s activities also are undertaken by numerous discussions and other communications among its members and others.

Compensation Committee.    The Compensation Committeestanding committees operates under a written charter pursuant to which it has direct responsibility for the compensation of our executive officers. The Compensation Committee has the authority to set salaries, bonuses and other elements of employment and to approve employment agreements for our executive officers and certain other highly compensated employees. The Compensation Committee also may delegate its authority to the extent permittedapproved by the Board, the Compensation Committee charter, our by-laws, state law and NYSE regulations. In addition, the Compensation Committee has the authority to approve employee benefit plans as well as to administer our 2004 Equity Award Plan. The Compensation Committee also is involved in the Company’s enterprise risk management process as further described below under “Corporate Governance — The Board’s Role in Risk Oversight” and “Corporate Governance — 2015 Executive Compensation Risk Assessment.”Board.

The current members of the Compensation Committee are Steven L. Gerard, Micheline Chau and Charles A. Koppelman. The Compensation Committee held six meetings and acted by written consent three times during 2015.

INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

Nominating and Governance Committee.    The Nominating and Governance Committee operates under a written charter and has the authority to, among other things, review and make recommendations regarding the composition of the Board and its committees; develop and implement policies and procedures for the selection of Board members; identify individuals qualified to become Board members; and select, or recommend that the Board select, director nominees. The Nominating and Governance Committee also is responsible for assessing, developing and making recommendations to the Board with respect to Board effectiveness and related corporate governance matters, including corporate governance guidelines and procedures intended to organize the Board appropriately; and overseeing the evaluation of the Board and management. The current members of the Nominating and Governance Committee are David F. Levi (member and Chair as of January 29, 2015), Jason N. Ader and Charles A. Koppelman. The Nominating and Governance Committee held six meetings and did not act by written consent during 2015.

Compliance Committee.    The Compliance Committee operates under a written charter and assists the Board in overseeing our Company’s compliance program with respect to: (a) compliance with the laws and regulations applicable to the Company’s business, including gaming laws; and (b) compliance with the Company’s Code of Business Conduct and Ethics, its Anti-Corruption Policy Including Guidelines on Travel and Entertainment Expenses and Customer Complimentaries for Government Officials, its Statement on Reporting Ethical Violations, its anti-money laundering policies and related policies and procedures applicable to the Company’s team members, officers, directors and other agents. The current members of the Compliance Committee are Charles A. Koppelman (Chair), Micheline Chau, Steven L. Gerard and David F. Levi (as of January 29, 2015). The Compliance Committee held six meetings and did not act by written consent during 2015.

Compensation Committee Interlocks and Insider Participation.    The membersParticipation

None of the Compensation Committee during 2015 were Micheline Chau, Steven L. Gerard and Charles A. Koppelman. None of the

individuals who served as a member of our Compensation Committee during 20152022 is, or has been, an employee or officer of the Company. None of our executive officers serves,serve, or in the past year served, as a member of the Boardboard or Compensation Committeecompensation committee of any entity that has one or more executive officers who serve on our Board or Compensation Committee.