SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

Table of the

Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Contents

¨ Preliminary
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.      )
Filed by the Registrant  x
 Filed by a Party other than the Registrant  ¨
Check the appropriate box:
¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12

LAS VEGAS SANDS CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Payment of Filing Fee (Check the appropriate box):
xNo fee required.
¨Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 (1)

Title of each class of securities to which transaction applies:


 

 (2)

Aggregate number of securities to which transaction applies:


 

 (3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-1 (set forth the amount on which the filing fee is calculated and state how it was determined):

 
 

 (4)

Proposed maximum aggregate value of transaction:


 

 (5)

Total fee paid:


 
 

¨Fee paid previously with preliminary materials.
¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 (1)

Amount Previously Paid:


 

 (2)

Form, Schedule or Registration Statement No.:


 

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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


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LETTER FROM THE CHAIRMAN

___________________________

April 3, 2019
Dear Stockholder:

You are cordially invited to attend the 2016 annual meeting2019 Annual Meeting of stockholders of Las Vegas Sands Corp. (the “Company”), which will be held on June 3, 2016May 16, 2019, at 11:3000 a.m., Eastern Pacific time, at the Sands Showroom at The St. Regis New YorkVenetian Resort Las Vegas located at Two E. 55th Street, New York, New York 10022.

3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

Details regarding admission to the meeting and the business to be presented at the meeting can be found in the accompanying Notice of Annual Meeting and Proxy Statement.

This year, we again are pleased to take advantage of Securities and Exchange Commission (the “SEC”) rules that allow companies to furnish proxy materials to stockholders via the Internet. We believe that these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of producing and distributing materials for our annual meeting. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”“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 the accompanying Proxy Statement and Annual Report to Stockholders, 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, 2016.3, 2019. 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 will begin on or about April 22, 2016.

3, 2019.

Your vote is important. Whether or not you are able to attend, it is important that your shares be represented at the meeting. Please follow the instructions in the Notice and vote as soon as possible.

On behalf of the Board of Directors and the management of Las Vegas Sands Corp., thank you very much for your support.

Yours sincerely,

SHELDON G. ADELSON

Chairman of the Board

and Chief Executive Officer

April 22, 2016

Yours sincerely,
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SHELDON G. ADELSON
Chairman of the Board
and Chief Executive Officer


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NOTICE OF ANNUAL MEETING

to be held on

June

May 16, 2019
___________________________
April 3, 2016

2019

To the Stockholders:

The annual meeting of stockholders of Las Vegas Sands Corp., a Nevada corporation (the “Company”“Company”), will be held at the Sands Showroom at The St. Regis New YorkVenetian Resort Las Vegas located at Two E. 55th Street, New York, New York 10022,3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109 on June 3, 2016,May 16, 2019, at 11:3000 a.m., Eastern Pacific 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.

1.to elect ten directors to the Board of Directors to serve until the 2020 Annual Meeting;
2.to ratify the appointment of our independent registered public accounting firm;
3.to vote on an advisory (non-binding) proposal to approve the compensation of the named executive officers;
4.to approve the amendment and restatement of the Company’s 2004 Equity Award Plan; and
5.to transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
Stockholders of record at the close of business on April 11, 2016March 18, 2019, 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,

LOGO

IRA H. RAPHAELSON

Executive Vice President, Global General Counsel

and Secretary

April 22, 2016

By Order of the Board of Directors,
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Lawrence A. Jacobs
Executive Vice President,
Global General Counsel and Secretary
PLEASE FOLLOW THE INSTRUCTIONS IN THE COMPANY’S NOTICE OF INTERNET

AVAILABILITY OF PROXY MATERIALS TO VOTE YOUR PROXY.



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PROXY STATEMENT

TABLE OF CONTENTS

 Page

PROXY AND VOTING INFORMATION

1

Who Can Vote

1

How Many Shares Can Be Voted

1

How You Can Vote

1

How to Revoke or Change Your Vote

2

Other Matters to be Acted upon at the Meeting

3
2

Adjournments and Postponements

3

Electronic Delivery of Proxy Materials and Annual Report

3

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

3

Important Notice about Security

4
3

PRINCIPAL STOCKHOLDERSSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

5
4

BOARD OF DIRECTORS

8
7

INFORMATION REGARDING THE BOARD OF DIRECTORS AND BOARD AND OTHER COMMITTEES

12
11

CORPORATE GOVERNANCE

15
14

EXECUTIVE OFFICERS

19
18

COMPENSATION DISCUSSION AND ANALYSIS

21
19

COMPENSATION COMMITTEE REPORT

30
26

AMENDMENT TO THE COMPANY’S EXECUTIVE CASH INCENTIVE PLAN

31

EXECUTIVE COMPENSATION AND OTHER INFORMATION

32
27

CEO PAY RATIO
41
DIRECTOR COMPENSATION

51
42

EQUITY COMPENSATION PLAN INFORMATION

53
44

AUDIT COMMITTEE REPORT

54
45

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

55
46

CERTAIN TRANSACTIONS

56
47

PROPOSAL NO. 1 ELECTION OF DIRECTORS

60
50

PROPOSAL NO. 2 RATIFICATION OF SELECTIONAPPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

62
51

PROPOSAL NO. 3 AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

63
52

PROPOSAL NO. 4 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2004 EQUITY AWARD PLAN
53
TIMEFRAME FOR STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING

64
62

OTHER INFORMATION

62
APPENDIX A - AMENDED AND RESTATED 2004 EQUITY AWARD PLAN
64
63


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Table of Contents

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PROXY STATEMENT

____________________________
PROXY AND VOTING INFORMATION

Our Board of Directors (the “Board”“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,Thursday, May 16, 2019, at the Sands Showroom at The St. Regis New YorkVenetian Resort Las Vegas located at Two E. 55Th Street, New York, New York 10022,3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109, beginning at 11:3000 a.m., Eastern Pacific 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”“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, 2016.3, 2019. 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.

3, 2019.

Who Can Vote

Only stockholders of record of the Company’s Common Stock,common stock, $0.001 par value per share (the “Common Stock”“Common Stock”), as of April 11, 2016March 18, 2019, will be entitled to vote at the meeting or any adjournment or postponement 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, 794,718,776March 18, 2019, 772,804,476 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”“NYSE”), a brokerage firm may give a proxy to vote its customer’scustomers’ 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


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Proposal No. 1 requires 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 requiresmeeting. Proposal Nos. 2, 3 and 4 require the affirmative vote of the holders of a majority of the shares of Common Stock represented at the meetingpresent in person or by proxy and entitled to vote on the item, assuming that a quorum is present or represented at the meeting.thereon. 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.effect on the election of directors. 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%56.0% 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 any matter other than the electionratification of directors or on the advisory proposal on executive compensationappointment of our independent public accounting firm 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 broker, 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 forpermitted by your broker, 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 inon Proposal No.Nos. 1, below or the advisory proposal on executive compensation as set forth in Proposal No. 3 below.

and 4.

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”

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” the election of each of the nominees for director as set forth under Proposal No. 1 below;

•

“FOR” “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 20162019 as described in Proposal No. 2 below; and

•

“FOR” “FOR” the advisory proposal on executive compensation as described in Proposal No. 3 below; and

• “FOR” the approval of the amendment and restatement of the Company’s 2004 Equity Award Plan as described in Proposal No. 4 below.

How to Revoke or Change Your Vote

You may revoke or change your proxy at any time before it is exercised in any of three ways:

by notifying the Corporate Secretary of the revocation or change in writing;

by delivering to the Corporate Secretary a later dated proxy; or

by voting in person at the annual meeting.

You will not revoke a proxy merely by attending the annual meeting. To revoke or change a proxy, you must take one of the actions described above.

If you hold your shares in a brokerage or other account, you may submit new voting instructions by contacting your broker, bank or nominee.

Any revocation of a proxy, or a new proxy bearing 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 taking of the vote at the annual meeting, in which case, the later submitted proxy will be recorded and the earlier proxy will be revoked.

If you hold your shares in a brokerage or other account, you may submit new voting instructions by contacting your broker, bank or other nominee.
Other Matters to be Acted upon at the Meeting

Our Board presently is not aware of any matters other than those specifically stated in the Notice of Annual Meeting that are to be presented for action at the annual meeting. If any matter other than those described in this Proxy

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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 judgment of the person or persons voting those shares.

Adjournments 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 opted to do so, instead of receiving copies of the Notice of Annual Meeting and Proxy Statement and annual report in the mail, stockholders may elect to view proxy materials for the annual meeting 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 website of our transfer agent, American Stock Transfer & Trust Company, https://www.amstock.comat 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.

Delivery 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 Company 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, toyou may enroll in the electronic delivery service goby going directly to the website of our transfer agent’s websiteagent, American Stock Transfer & Trust Company, at https://www.amstock.comwww.astfinancial.com anytime and followfollowing the instructions.

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.

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.comwww.astfinancial.com and 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.


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PRINCIPAL STOCKHOLDERS

Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of April 12, 2016March 18, 2019, as to the beneficial ownership of our Common Stock, in each case, by:

each person known to us to be the beneficial owner, in an individual capacity or as a member of a “group,” of more than 5% of our Common Stock;

each named executive officer;

each of our directors; and

all of our executive officers and directors, taken together.

   Beneficial Ownership(1) 

Name of Beneficial Owner(2)

  Shares   Percent (%) 

Sheldon G. Adelson(3)(4)

   78,658,227     9.9% 

Dr. Miriam Adelson(3)(5)

   328,498,913     41.3  

Timothy D. Stein(3)(6)

   5,829,231     *  

General Trust under the Sheldon G. Adelson 2007 Remainder Trust(3)(7)

   87,718,919     11.0  

General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust(3)(8)

   87,718,918     11.0  

Robert G. Goldstein(9)

   616,311     *  

Ira H. Raphaelson(10)

   24,417     *  

Patrick Dumont(11)

   30,000     *  

George M. Markantonis(12)

   4,485     *  

George Tanasijevich(13)

   197,654     *  

Jason N. Ader(14)

   72,006     *  

Irwin Chafetz(3)(15)

   249,470,932     31.4  

Micheline Chau(16)

   3,061     *  

Charles D. Forman(17)

   214,801     *  

Steven L. Gerard(18)

   3,685     *  

George Jamieson(19)

   4,296     *  

Charles A. Koppelman(20)

   8,094     *  

David F. Levi(21)

   3,438     *  

All current executive officers and current directors of our Company, taken together (14 persons)(22)

   79,921,897     10.1% 

  
Beneficial Ownership(1)
 
Name of Beneficial Owner(2)
 Shares Percent (%) 
Sheldon G. Adelson(3)(4)
79,239,380
 10.3% 
Dr. Miriam Adelson(3)(5)
330,160,726
 42.7
 
General Trust under the Sheldon G. Adelson 2007 Remainder Trust(3)(6)
87,718,919
 11.4
 
General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust(3)(7)
87,718,918
 11.4
 
Robert G. Goldstein(8)
1,387,057
 *
 
Patrick Dumont(9)
275,000
 *
 
Lawrence A. Jacobs—
 *
 
Irwin Chafetz(3)(10)
255,835,078
 33.1
 
Micheline Chau(11)
11,763
 *
 
Charles D. Forman(12)
208,274
 *
 
Steven L. Gerard(13)
11,260
 *
 
George Jamieson(14)
11,763
 *
 
Charles A. Koppelman(15)
13,653
 *
 
Lewis Kramer(16)
7,094
 *
 
David F. Levi(17)
13,269
 *
 
All current executive officers and current directors of our Company, taken together (12 persons)(18)
81,254,908
 10.5% 
____________________

*

Less than 1%.

(1)

A person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of such securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, the sole voting and investment power with respect to the indicated shares of Common Stock. Percentages are based on 794,718,776772,804,476 shares issued and outstanding at the close of business on April 12, 2016March 18, 2019 (including unvested shares of restricted stock, but excluding treasury shares), plus any shares of our Common Stock underlying options held by all individuals listed onin the table that are vested and exercisable.

(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, Las Vegas, Nevada 89109.

(3)

Sheldon G. Adelson, Dr. Miriam Adelson, Timothy D. Stein, Irwin Chafetz, the General Trust under the Sheldon G. Adelson 2007 Remainder Trust and the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust, constitute a “group” that, as of April 12, 2016,March 18, 2019, collectively beneficially owned 431,988,275432,481,313 shares of our Common Stock, or 54.4%56.0% of the total number of shares issued and outstanding as of that date, for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Each of the foregoing persons may be deemed to beneficially own certain shares beneficially owned by the other persons in such “group.”


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the Securities Exchange Act of 1934. Each of the foregoing persons may be deemed to beneficially own certain shares beneficially owned by the other persons in such “group.”
(4) 

This amount includes (a) 65,931,96366,543,589 shares of our Common Stock held by Mr. Adelson, (b) 67,2958,298 unvested shares of restricted stock held by Mr. Adelson, (c) options to purchase 92,259120,783 shares of our Common Stock that are vested and exercisable and (d) 12,566,710 shares of our Common Stock held by an entity over which Mr. Adelson, as co-manager, shares voting and dispositive control.

(5)

This amount includes (a) 93,779,145 shares of our Common Stock held by Dr. Adelson, (b) 1,912,5152,208,548 shares of our Common Stock held by trusts for the benefit of Dr. Adelson and her family members over which Dr. Adelson, as trustee, retains sole voting control and shares dispositive power, (c) 2,338,2253,704,005 shares of our Common Stock held by trusts or custodial accounts for the benefit of Dr. Adelson’s family members over which Dr. Adelson, as trustee or in another fiduciary capacity, retains sole voting control and dispositive power, (d) 217,902,318220,110,866 shares of our Common Stock held by trusts for the benefit of Dr. Adelson and her family members over which Dr. Adelson, as trustee, shares dispositive power and (e) 12,566,710 shares of our Common Stock held by an entity over which Dr. Adelson, as co-manager, shares voting and dispositive control.

(6)

This amount includes (a) 6,693 shares of our Common Stock held directly by Mr. Stein, (b) 5,008,305 shares of our Common Stock held by trusts or other entities for the benefit of members of the Adelson family over which Mr. Stein, as trustee or in another fiduciary capacity, retains sole voting control and shares dispositive power, and (c) 814,233 shares of our Common Stock held by trusts for the benefit of members of the Adelson family over which Mr. Stein, as trustee, shares voting control and dispositive power. Mr. Stein disclaims beneficial ownership of the shares of our Common Stock held by any trust or other entity for which he acts as trustee or in another fiduciary capacity, and this disclosure shall not be deemed an admission that Mr. Stein is a beneficial owner of such shares for any purpose. Mr. Stein’s address is c/o Lourie & Cutler, P.C., 60 State Street, Boston, Massachusetts 02109.

(7)

This amount includes 87,718,919 shares of our Common Stock held by the General Trust under the Sheldon G. Adelson 2007 Remainder Trust.

(8)(7)

This amount includes 87,718,918 shares of our Common Stock held by the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust.

(9)(8)

This amount includes (a) 296,168137,057 shares of our Common Stock held by The Robert and Sheryl Goldstein Trust and (b) options to purchase 320,1431,250,000 shares of our Common Stock that are vested and exercisable.

(10)(9) 

This amount includes 24,417 shares of our Common Stock held by Mr. Raphaelson.

(11)

This amount includes 30,000 options to purchase(a) 200,000 shares of our Common Stock held by Mr. Dumont that are vested and exercisable.

(12)

This amount includes (a) 2,755 shares of our Common Stock held by Mr. Markantonis and (b) 1,730 shares of our Common Stock held by members of Mr. Markantonis’s family for which he disclaims beneficial interest.

(13)

This amount includes (a) 25,179 shares of our Common Stock held by Mr. Tanasijevich and (b) options to purchase 172,47575,000 shares of our Common Stock that are vested and exercisable.

(14)(10)  

This amount includes (a) 13,137 shares of our Common Stock held by Mr. Ader, (b) 1,818 unvested shares of restricted stock, and (c) options to purchase 57,051 shares of our Common Stock that are vested and exercisable.

(15)

This amount includes (a) 69,60475,108 shares of our Common Stock held by Mr. Chafetz, (b) 1,8181,287 unvested shares of restricted stock held by Mr. Chafetz,vesting within 60 days of March 18, 2019, (c) options to purchase 10,000 shares of our Common Stock held by Mr. Chafetz that are vested and exercisable, (d) 217,902,318219,252,318 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) 31,487,192(d) 34,297,817 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 dispositive power and (e) 221,460,866 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 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.

(16)(11)

This amount includes (a) 1,8185,504 shares of our Common Stock held by Ms. Chau, (b) 1,287 unvested shares of restricted stock held by Ms. Chauvesting within 60 days of March 18, 2019, and (b)(c) options to purchase 1,2434,972 shares of our Common Stock that are vested and exercisable.

(17)(12)

This amount includes (a) 202,983206,987 shares of our Common Stock held by Mr. Forman and (b) 1,8181,287 unvested shares of restricted stock and (c) options to purchase 10,000 sharesvesting within 60 days of our Common Stock that are vested and exercisable.

March 18, 2019.

(18)(13)

This amount includes (a) 1,0006,504 shares of our Common Stock held by Mr. Gerard, (b) 1,8181,287 unvested shares of restricted stock vesting within 60 days of March 18, 2019, and (c) options to purchase 8673,469 shares of our Common Stock that are vested and exercisable.

(19)(14)  

This amount consists ofincludes (a) 9846,488 shares of our Common Stock held by Mr. Jamieson, (b) 1,8181,000 shares held by a trust, (c) 1,287 unvested shares of restricted stock vesting within 60 days of March 18, 2019, and (c)(d) options to purchase 1,4942,988 shares of our Common Stock that are vested and exercisable.

(20)(15)

This amount includes (a) 3,93212,366 shares of our Common Stock held by Mr. Koppelman and (b) 1,8181,287 unvested shares of restricted stock vesting within 60 days of March 18, 2019.

(16)
This amount includes (a) 1,547 shares of our Common Stock held by Mr. Kramer, (b) 1,287 unvested shares of restricted stock vesting within 60 days of March 18, 2019, and (c) options to purchase 2,3444,260 shares of our Common Stock that are vested and exercisable.


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(21)(17)  

This amount includes (a) 1,8185,504 shares of our Common Stock held by Mr. Levi, (b) 1,287 unvested shares of restricted stock held by Mr. Levivesting within 60 days of March 18, 2019, and (b)(c) options to purchase 1,6206,478 shares of our Common Stock that are vested and exercisable.

(22)(18)   

This amount includes 81,83918,594 unvested shares of restricted stock and options to purchase 699,4961,467,950 shares of our Common Stock that are vested and exercisable and held by the Company’s current executive officers and current directors.

This amount does not include the 255,758,683 shares of Common Stock Mr. Chafetz has beneficial ownership of as a trustee of the trusts referenced in footnote 10 above.


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BOARD OF DIRECTORS

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.eleven directors. The term of office of the current Class III directors will expire at the 2016 annual meeting. The term of office2019 Annual Meeting. Steven L. Gerard will not be standing for re-election. Accordingly, the Board intends to decrease its size to ten members effective as of the current Class I directors2019 Annual Meeting, and our stockholders will be subjectasked to renewal in 2017,consider the following ten nominees to serve as director until the 2020 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 her 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:removal: Sheldon G. Adelson, Irwin Chafetz, Micheline Chau, Patrick Dumont, Charles D. Forman, Robert G. Goldstein, andGeorge Jamieson, Charles A. Koppelman. Koppelman, Lewis Kramer and David F. Levi.

Each of the nominees is a current director of the Company who has indicated that he or she 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.

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

The nominees for election for a three-year term ending in 2019 and their

Below are the backgrounds are as follows:

of the director-nominees:

Name (Age), Principal Occupation and Other Directorships

 
First
Became a
Director
Class

Sheldon G. Adelson (82)

(85)		 2004III

Mr. Adelson has been Chairman of the Board, Chief Executive Officer, Treasurer and a directorDirector of the Company since August 2004. He has been Chairmanchairman of the Board, Chief Executive Officerboard, 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 Chairmanchairman of the Boardboard of Directorsdirectors 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 Presidentpresident and Chairmanchairman of Interface Group Holding Company, Inc. and its predecessors since the mid-1970s and is a manager of Interface Group-Massachusetts, LLC and was Presidentpresident 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 and 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 shouldwould be a valuable member of our Board of Directors.

 


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Name (Age), Principal Occupation and Other Directorships

 
First
Became a
Director
Class

Irwin Chafetz (80)

(83)2005III

Mr. Chafetz has been a directorDirector of the Company since February 2005. He was a director of Las Vegas Sands, Inc. from February until July 2005. Mr. Chafetz is a Managermanager of The Interface Group, LLC, a Massachusetts limited liability company that controls Interface Group-Massachusetts, LLC. Mr. Chafetz has been associated with Interface Group-Massachusetts, LLC and its predecessors since 1972. From 1989 to 1995, Mr. Chafetz was a Vice Presidentvice president and director of Interface Group-Nevada, Inc., which owned and operated trade shows, including COMDEX, and also owned and operated The Sands Expo and Convention Center. From 1989 to 1995, Mr. Chafetz was also Vice Presidentvice president and a director of Las Vegas Sands, Inc. Mr. Chafetz has served on the boards of directors of many charitable and civic organizations and is a member of the Board of Trustees at Suffolk University and a former member of the Dean’s Advisory Councildean’s advisory council at Boston University School of Management. Mr. Chafetz’s extensive experience in the hospitality, trade show and convention businesses, as well as his experience as a former executive of our predecessor company, led the Board to conclude that he shouldwould be a valuable member of our Board of Directors.

 
Micheline Chau (66)2014

Robert G. Goldstein (60)

2015III

Mr. Goldstein has been the Company’s President and Chief Operating Officer and a member of the Board of Directors since January 2015. He previously served as the Company’s President of Global Gaming Operations from January 2011 until December 2014 and the Company’s Executive Vice President from July 2009 until December 2014. He has held other senior executive positions at the Company and its subsidiaries since 1995. Mr. Goldstein has served as a member of the Board of Directors of our Company’s subsidiary, Sands China Ltd., since May 2014, and as its interim President from January 2015 through October 2015. From 1992 until joining our Company in December 1995, Mr. Goldstein was the Executive Vice President of Marketing at the Sands Hotel in Atlantic City, as well as an Executive Vice President of the parent Pratt Hotel Corporation. He has served on the Board of Directors of Remark Media, Inc., a global digital media company, since May 2015. Mr. Goldstein’s extensive experience in the hospitality and gaming industries, including as a senior executive officer of our Company (or its predecessors) since 1995, as well as his current position as our President and Chief Operating Officer, led the Board to conclude that he should be a member of our Board of Directors.

Charles A. Koppelman (76)

2011III

Mr. Koppelman has been a director of the Company since October 2011. Mr. Koppelman currently serves as Chairman and Chief Executive Officer of CAK Entertainment, Inc., an entertainment consultant and brand development firm founded in 1997. From 2005 to 2011, Mr. Koppelman served as Executive Chairman and Principal Executive Officer of Martha Stewart Living Omnimedia, Inc. and served as a director of the company from 2004 to 2011. From 1990 to 1994, he served first as Chairman and Chief Executive Officer of EMI Music Publishing and then from 1994 to 1997 as Chairman and Chief Executive Officer of EMI Records Group, North America. He has served as a director of Six Flags Entertainment Corp. since May 2010, where he serves on the audit committee and the compensation committee. Mr. Koppelman is also a former director of Steve Madden Ltd., and served as Chairman of the Board of that company from 2000 to 2004. Mr. Koppelman’s extensive executive experience, including in the entertainment industry, and his experience as a director of other public companies led the Board to conclude that he should be a member of our Board of Directors.

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

Name (Age), Principal Occupation and Other Directorships

First
Became a
Director		Class

Jason N. Ader (48)

2009II

Jason N. Ader has been a director of the Company since April 2009. Mr. Ader serves as the chief executive officer of SpringOwl Asset Management LLC, an SEC-registered investment management firm that he founded in October 2013. Mr. Ader also serves as the chief executive officer of Ader Investment Management LLC, a single family office that he founded in 2003. Mr. Ader is also Executive Chairman of MD Insider, Inc., which position he was appointed to in February 2015. Mr. Ader was the founder and chairman of the entity that controls Adelie Food Holdings Ltd., a food products business based in the United Kingdom, which business was sold in March 2015. Mr. Ader also founded Western Liberty Bancorp and served as its chairman and chief executive officer from July 2007 to October 2010 and as a director from June 2007 to October 2012. From 1995 to 2003, Mr. Ader was a Senior Managing Director at Bear, Stearns & Co., Inc. From 1993 to 1995, Mr. Ader served as a Senior Analyst at Smith Barney covering the gaming industry. From 1990 to 1993, Mr. Ader served as a buy-side analyst at Baron Capital, where he covered the hospitality and gaming industries. Mr. Ader is a member of the Advisory Board of New York University’s Center for Hospitality, Travel and Tourism. Mr. Ader’s extensive investment banking and merchant banking experience and his in-depth knowledge about the hospitality and casino industries led the Board to conclude that he should be a member of our Board of Directors.

Micheline Chau (63)

2014

Ms. Chau has been a directorDirector of the Company since October 2014. She served as the president, chief operating officer and executive director of Lucasfilm Ltd., a film and entertainment company, from 2003 to 2012 and as its chief financial officer from 1991 to 2003. Before that, Ms. Chau held other executive-level positions in various industries, including retail, restaurant, venture capital and financial services. She currently also serves on the board of directors of Dolby Laboratories, Inc., an audio, imaging and communications company, since February 2013, and was a member of the board of directors of Red Hat, Inc., a provider of open-source software solutions, from November 2008 to August 2012. Ms. Chau also serves on the boards of directors of several private and nonprofit entities, including as Chair of the California HealthCare Foundation. Ms. Chau’s extensive and varied business experience, including as an executive at Lucasfilm Ltd., and her experience as a director of other public companies led the Board to conclude that she shouldwould be a valuable member of our Board of Directors.

 
Patrick Dumont (44)2017
Mr. Dumont has been a Director of the Company since April 2017. Mr. Dumont has been the Company’s Executive Vice President and Chief Financial Officer since March 2016 and was our Senior Vice President, Finance and Strategy from September 2013 through March 2016. In addition, Mr. Dumont has served as the Company’s Principal Financial Officer since February 23, 2016. From June 2010 until August 2013, Mr. Dumont served as the Company’s Vice President, Corporate Strategy. Mr. Dumont is the son-in-law of Sheldon G. Adelson, the Company’s Chairman of the Board, Chief Executive Officer and Treasurer. Mr. Dumont’s experience in corporate finance and his positions and tenure with the Company led the Board to conclude he would be a valuable member of our Board of Directors. 

Charles D. Forman (69)

(72)2004I

Mr. Forman has been a directorDirector of the Company since August 2004. He has been a director of Las Vegas Sands, LLC (or its predecessor, Las Vegas Sands, Inc.) since March 2004. In addition, he has served as a member of the Boardboard of Directorsdirectors of the Company’s subsidiary, Sands China Ltd., since May 2014. Mr. Forman served as Chairmanchairman and Chief Executive Officerchief executive officer of Centric Events Group, LLC, a trade show and conference business from April 2002 until his retirement upon the sale of the business in 2007. From 2000 to 2002, he served as a director of a private company and participated in various private equity investments. During 2000, he was Executive Vice Presidentexecutive vice president of International Operationsinternational operations of Key3Media, Inc. From 1998 to 2000, he was Chief Legal Officerchief legal officer of ZD Events Inc., a tradeshow business that included COMDEX. From 1995 to 1998, Mr. Forman was Executive Vice President, Chief Financialexecutive vice president, chief financial and Legal Officerlegal officer of Softbank Comdex Inc. From 1989 to 1995, Mr. Forman was Vice Presidentvice president and General Counselgeneral counsel of The Interface Group Nevada, Inc., a tradeshow and convention business that owned and operated COMDEX. Mr. Forman was in private law practice from 1972 to 1988. Mr. Forman is a member of the Boardboard of Trusteestrustees of The Dana-Farber Cancer Institute.Institute and treasurer and a director of Nantucket Jewish Cemetery, Inc. Mr. Forman’s extensive experience in the hospitality, trade show and convention businesses led the Board to conclude that he shouldwould be a valuable member of our Board of Directors.

 


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Name (Age), Principal Occupation and Other Directorships

 
First
Became a
Director
Class

Steven L. Gerard (70)

Robert G. Goldstein (63)		2014I2015

Mr. GerardGoldstein has been the Company’s President and Chief Operating Officer and a directormember of the Board of Directors since January 2015. He previously served as the Company’s President of Global Gaming Operations from January 2011 until December 2014, the Company’s Executive Vice President from July 2009 until December 2014, and the Company’s Secretary from August 2016 to November 2016. He has held other senior executive positions at the Company and its subsidiaries since July 2014. He1995. Mr. Goldstein has served as the chairmana member of the board of directors of CBIZ,our Company’s subsidiary, Sands China Ltd., since May 2014, and as its interim president from January 2015 through October 2015. From 1992 until joining the Company in December 1995, Mr. Goldstein was the executive vice president of marketing at the Sands Hotel in Atlantic City, as well as an executive vice president of the parent Pratt Hotel Corporation. He served on the board of directors of Remark Media, Inc., a provider of integrated business servicesglobal digital media company, from May 2013 to March 2017. Mr. Goldstein’s extensive experience in the hospitality and products, since October 2002 and was its chief executive officer from October 2000 until March 2016. Mr. Gerard was chairman and chiefgaming industries, including as a senior executive officer of Great Point Capital, Inc., a provider of operationalour Company (or its predecessors) since 1995, as well as his current position as our President 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 companiesChief Operating Officer, led the Board to conclude that he shouldwould be a valuable member of our Board of Directors.

 

George Jamieson (79)

(82)		 2014I

Mr. Jamieson has been a directorDirector of the Company since June 2014. He is a certified public accountant and a retired partner of PricewaterhouseCoopers LLP. He served in various positions at PricewaterhouseCoopers LLP (or predecessor firms) in various capacities from 1964 until 1997.1997 and most recently was managing director of accounting and auditing services for its Boston office. Mr. Jamieson is a member of the American Institute of Certified Public Accountants. He recentlyserved as chairman of the finance committee and a member of the board of trustees of Colby-Sawyer College and retired as a member of the executive committee of the board of directors of the American Liver Foundation and has served on the boards of directors of many other charitable and civic organizations.Foundation. Mr. Jamieson’s extensive experience in the accounting profession, including his experience auditing public companies and his international experience, as well as his service on the boards of directors of charitable and civic organizations led the Board to conclude that he shouldwould be a valuable member of our Board of Directors.

 
Charles A. Koppelman (79)2011
Mr. Koppelman has been a Director of the Company since October 2011. Mr. Koppelman currently serves as chairman and chief executive officer of CAK Entertainment, Inc., an entertainment consultant and brand development firm founded in 1997. From 2005 to 2011, Mr. Koppelman served as executive chairman and principal executive officer of Martha Stewart Living Omnimedia, Inc. and served as a director of the company from 2004 to 2011. From 1990 to 1994, he served first as chairman and chief executive officer of EMI Music Publishing and then from 1994 to 1997 as chairman and chief executive officer of EMI Records Group, North America. He served as a director of Six Flags Entertainment Corp. from May 2010 to November 2016. Mr. Koppelman is also a former director of Steve Madden Ltd., and served as chairman of the board of that company from 2000 to 2004. Mr. Koppelman’s extensive executive experience, including in the entertainment industry, and his experience as a director of other public companies led the Board to conclude he would be a valuable member of our Board of Directors.
Lewis Kramer (71)2017
Mr. Kramer has been a Director of the Company since April 2017. Mr. Kramer was a partner at Ernst & Young LLP from 1981 until he retired in June 2009 after a nearly 40-year career at Ernst & Young LLP. At the time of his retirement, Mr. Kramer served as the global client service partner for worldwide external audit and all other services for major clients, and served on the firm’s United States executive board. He previously served as Ernst & Young LLP’s national director of audit services. Mr. Kramer has served on the board of directors of L3 Technologies, Inc., since 2009. Mr. Kramer’s extensive financial and business knowledge gained while serving as an independent auditor for organizations across diverse industries and his experience as a director of a public company and non-profit organizations led the Board to conclude he would be a valuable member of our Board of Directors.

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Name (Age), Principal Occupation and Other Directorships

First
Became a
Director
David F. Levi (64)

(67)2015II

Mr. Levi has been a directorDirector of the Company since January 2015. He has served asMr. Levi is the Dean andLevi Family Professor of Law atand Judicial Studies and Director of the Bolch Judicial Institute of Duke University School of Law. He was previously Dean of the Duke University School of Law School since July 2007.from 2007 to 2018. He served as the Chiefchief United States District Judgedistrict judge for the Eastern District of California from May 2003 until June 2007. He took the oath of office as a United States District Judgedistrict judge in November 1990. He also served as the Presidentiallypresidentially appointed United States Attorneyattorney for the Eastern District of California from 1986 until November 1990. He was a member of the Attorney General’s Advisory Committeeadvisory committee of U.S. Attorneysattorneys and served as chair of the public corruption sub-committee. Prior to his appointment as United States Attorney,attorney, he served as an assistant United States Attorneyattorney for the Eastern District of California. In 2004, he was elected to the Council of the American Law Institute and is currently the president-electpresident of that organization. He is an elected fellow of the American Academy of Arts and Sciences. He will serve as the chairSciences and a member of the Standing Committee on the American Judicial Systemboard of the American Bar Association until August 2016.National Parks Conservation Association. He served as chair of two judicial conference committees by appointment of the Chief Justice.chief justice. He was named Chairchair of the Civil Rules Advisory Committeecivil rules advisory committee in 2000 and Chairchair of the Standing Committeestanding committee on the Rules of Practice and Procedure in 2003, where he served in that capacity until 2007. Mr. Levi’s extensive legal, judicial, academic and administrative experience, including as a Federal judge and the dean of a major law school, led the Board to conclude that he shouldwould be a valuable member of our Board of Directors.

 

Family Relationships

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.


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INFORMATION REGARDING THE BOARD OF DIRECTORS AND BOARD AND OTHER COMMITTEES

Board
Board

NYSE Listing Standards.    As required by theThe NYSE’s corporate governance rules the Company’s Board currently hasgenerally require a majority of independent directors.directors serve on the Board. In addition, the NYSE corporate governance rules generally 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

The Company qualifies as a “controlled company” under NYSE governance rules because Mr. Adelson, his wife and trusts and other entities for the benefit of the Adelsons and their family members control more than 50 percent of the voting power of the Company’s Common Stock, theStock. The Board has determined that it will not take advantageintends to avail itself of the exemptions provided under“controlled company” exemption from the general NYSE requirement to have a majority of independent directors serve on the Board. The Board intends to have a nominating and corporate governance rulescommittee and a compensation committee composed entirely of independent directors, although not required for “controlledcontrolled companies.”

Independent Directors.The Board has determined that six of the teneleven current members of the Board, namely Mr. Ader, Ms. Chau Mr.and Messrs. Gerard Mr.(who is not standing for re-election), Jamieson, Mr. Koppelman, Kramer 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. Chafetz and Forman, have business and personal relationships with our controlling stockholder, Mr. Adelson. 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’s 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. Adelson also include making joint investments and other significant financial dealings. As a result, Messrs. Adelson, Chafetz and Forman may have their financial interests aligned and, therefore, the Board does not consider Messrs. Chafetz and Forman to be independent directors.

Board Meetings.The Board held nineseven meetings and acted by written consent six times during 2015.2018. The work of the Company’s directors is performed not only at meetings of the Board and its committees, but also by consideration of the Company’s business through the review of documents and in numerous communications among Board members and others. In 2015,2018, 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. Leven who retired from the Board in April 2016.served.

Annual Meeting.Our directors are encouraged to attend each annual meeting of stockholders and all of our directors attended our 20152018 annual meeting of stockholders held on June 4, 2015.7, 2018.

Board Committees

Standing and Other Committees.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 purpose 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 internal 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.performed. 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


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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.Gerard and Lewis Kramer. The Board has determined that Messrs. Jamieson, AderGerard and GerardKramer 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 12six meetings and did not act by written consent during 2015.2018. The Audit Committee’s activities also are undertaken by numerous discussions and other communications among its members and others.

Compensation Committee.The Compensation Committee 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 setapprove 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 permitted 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 2004equity award plan as amended and restated (the “2004 Equity Award Plan.Plan”), our equity award plan under which we grant stock options and other equity awards, and our Executive Cash Incentive Plan, our short-term incentive plan under which we provide short-term incentive compensation awards. 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 — 20152018 Executive Compensation Risk Assessment.”

The current members of the Compensation Committee are Steven L. Gerard (Chair), Micheline Chau and Charles A. Koppelman. The Compensation Committee held sixfive meetings and acted by written consent threefour times during 2015.2018. Additional information about the Compensation Committee, its responsibilities and its activities is provided below under “Compensation Discussion and Analysis.”

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;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)(Chair), Jason N. Ader and Charles A. Koppelman.Koppelman and Lewis Kramer. The Nominating and Governance Committee held sixfive meetings and did not act by written consent during 2015.2018.

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)to compliance with the laws and regulations applicable to the Company’s business, including gaming laws;laws, and (b) compliance with the Company’s Code of Business Conduct and Ethics, its Anti-Corruption Policy, Including Guidelines on TravelReporting and Entertainment Expenses and Customer Complimentaries for Government Officials, its Statement on Reporting Ethical Violations, itsNon-Retaliation Policy, 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).Levi. The Compliance Committee held sixfour meetings and did not act by written consent during 2015.2018.

Compensation Committee Interlocks and Insider Participation.    The membersNone 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 20152018 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 of directors or Compensation Committeecompensation committee of any entity that has one or more executive officers who serve on our Board or Compensation Committee.

Other

Non-Board Committee

Operational Compliance Committee.    Committee. The Company has an operational compliance committee (the “Operational“Operational Compliance Committee”Committee”) that operates under a written regulatory Compliance Program approved by the Nevada Gaming Control Board. The Company created the Operational Compliance Committee to exercise its best efforts to identify

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and evaluate situations arising in the course of the Company’s businesses, wherever conducted, which may have an adverse effect upon its objectives or those of gaming control and thereby cause concern to any gaming authority. The Operational Compliance Committee monitors the Company’s activities so as to assist the Company’s senior management with regard to the Company’s (a)Company’s: business associations, that is, to protect the Company from associations with persons denied licensing or other related approvals, or who may be deemed unsuitable to be associated with the Company; (b) business practices and procedures; (c) compliance with any special conditions imposed upon the Company’s license(s); (d) reports submitted to gaming authorities; and (e) compliance with the laws, regulations and orders of governmental agencies having jurisdiction over the Company’s gaming or business activities. The Company’s Senior Vice President and Global Chief Compliance Officer is the Chair of the Operational Compliance Committee and provides quarterly updates to the Compliance Committee. The Operational Compliance Committee also has an independent member who is not otherwise employed by the Company and who possesses a background in and extensive experience with gaming control in Nevada. The remaining members of the Operational Compliance Committee are employees of the Company.


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CORPORATE GOVERNANCE

Commitment to Corporate Governance.Our Board and management have a strong commitment to effective corporate governance. We have in place a comprehensive corporate governance framework for our operations which, among other things, takes into account the requirements of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the applicable rules and regulations of the Securities and Exchange CommissionSEC and the NYSE. The key components of this framework are set forth in our amended and restated articles of incorporation and by-laws, along with the following additional documents:

our Audit Committee Charter;

our Compensation Committee Charter;

our Nominating and Governance Committee Charter;

our Compliance Committee Charter;

our Corporate Governance Guidelines;

our Code of Business Conduct and Ethics;

our Anti-Corruption Policy; and

our Statement on Reporting Ethical Violations.

and Non-Retaliation Policy.

Copies of each of these documents are available on our website athttp: https://investor.sands.com by clicking on “Investor Relations,” and then on“Documents & Charters” within the section entitled “Governance.”“Governance” section. Copies also are available without charge by sending a written request to Investor Relations at the following address: Investor Relations, Las Vegas Sands Corp., 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

Corporate Governance Guidelines.We have adopted Corporate Governance Guidelines for our Company that set forth the general principles governing the conduct of the Company’s business and the role, functions, duties and responsibilities of the Board, including, but not limited to, such matters as composition, membership criteria, orientation and continuing education, retirement, committees, compensation, meeting procedures, annual evaluation and management succession planning.

Code of Business Conduct and Ethics.We have adopted a Code of Business Conduct and Ethics, updated effective January 1, 2019, that applies to all of the Company’s directors, officers (including the principal executive officer, principal financial officer and principal accounting officer), employees and agents. The Code of Business Conduct and Ethics establishes policies and procedures that the Board believes promote the highest standards of integrity, compliance with the law and personal accountability. The Company’s Code of Business Conduct and Ethics is provided to all new directors, officers and employees.

Anti-Corruption Policy.    Policy. We have adopted an Anti-Corruption Policy to assure thatensure the hospitality and business development practices of all of our operations anywhere in the world are fully consistent with applicable record keeping and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the Sarbanes-Oxley Act of 2002. The Anti-Corruption Policy is provided to all new directors, officers and employees.

Statement on Reporting Ethical Violations.and Non-Retaliation Policy. We have adopted a Statement on Reporting Ethical Violationsand Non-Retaliation Policy to facilitate and encourage the reporting of any misconduct at the Company, including violations or potential violations of our Code of Business Conduct and Ethics, and to ensure that those reporting such misconduct will not be subject to harassment, intimidation or other retaliatory action. The Statement on Reporting Ethical Violationsand Non-Retaliation Policy is provided to all new directors, officers and employees.

Related Party Transactions.We have established policies and procedures for the review, approval and/or ratification of related party transactions. Under its charter, the Audit Committee approves all related party transactions required to be disclosed in our public filings and all transactions involving executive officers or directors of the Company that are required to be approved by the Audit Committee under the Company’s Code of Business Conduct and Ethics. Our conflict of interest policy sets forth additional procedures governing related party transactions. Under our procedures, our executive officers and directors provide our corporate counsel’s office with

the details of any such proposed transactions.filings. Under guidelines established by our Audit Committee, proposed transactions and matters requiring approval under our policies with aggregate values of less than $120,000 per year are presented to the Audit Committee quarterly for review. Larger transactions are presented to ourthe Audit Committee for review, discussion and approval.approval in advance of the transaction. The Audit Committee may, in its discretion, request


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additional information from the director or executive officer involved in a proposed transaction or from management prior to granting approval for a related party transaction. All other related party transactions by individuals subject to our Code of Business Conduct and Ethics and conflict of interest policy must be approved by our Chief Compliance Officer and reported to the Compliance Committee and the Audit Committee.

Nomination of Directors.The Nominating and Governance Committee proposed to the Board the candidates nominated for election at this annual meeting. The Nominating and Governance Committee, in making its selection of director candidates, considered the appropriate skills and personal characteristics required in light of the then-current makeup of the Board and in the context of the perceived needs of the Company at the time.

The Nominating and Governance Committee considers a number of factors in selecting director candidates, including:

the ethical standards and integrity of the candidate in personal and professional dealings;

the independence of the candidate under legal, regulatory and other applicable standards;

the diversity of the existing Board, so that a body of directors from diverse professional and personal backgrounds is maintained;

whether the skills and experience of the candidate will complement thatthe skills and experience of the existing members of the Board;

the number of other public company boards of directors on which the candidate serves or intends to serve, with the expectation that the candidate would not serve on the boards of directors of more than three other public companies;

the ability and willingness of the candidate to dedicate sufficient time, energy and attention to ensure the diligent performance of his or her Board duties;

the ability of the candidate to read and understand fundamental financial statements and understand the use of financial ratios and information in evaluating the financial performance of the Company;

the willingness of the candidate to be accountable for his or her decisions as a director;

the ability of the candidate to provide wise and thoughtful counsel on a broad range of issues;

the ability and willingness of the candidate to interact with other directors in a manner that encourages responsible, open, challenging and inspired discussion;

whether the candidate has a history of achievements that reflects high standards;

the ability and willingness of the candidate to be committed to, and enthusiastic about, his or her performance as a director for the Company, as a director, both in absolute terms and relative to his or her peers;

whether the candidate possesses the courage to express views openly, even in the face of opposition;

the ability and willingness of the candidate to comply with the duties and responsibilities set forth in the Company’s Corporate Governance Guidelines and by-laws;

the ability and willingness of the candidate to comply with the duties of care, loyalty and confidentiality applicable to directors of publicly traded corporations organized in the Company’s jurisdiction of incorporation;

the ability and willingness of the candidate to adhere to the Company’s Code of Business Conduct and Ethics, including the policies on conflicts of interest expressed therein; and

such other attributes of the candidate and external factors as the Board deems appropriate.

The Nominating and Governance Committee has the discretion to weightweigh these factors as it deems appropriate. The importance of these factors may vary from candidate to candidate.

The Nominating and Governance Committee will consider candidates recommended by directors and members of management and may, in its discretion, engage one or more search firms to assist in the recruitment of director candidates. The Nominating and Governance Committee does not have a policy for considering director candidates recommended by security holders and believes that not having such a policy is appropriate in light of the significant ownership

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of the Company’s Common Stock by Mr. Adelson, his wife and his family.

trusts and other entities for the benefit of the Adelsons and their family members.

Board Leadership Structure.Mr. Adelson serves as the Chairman of the Board and Chief Executive Officer of our Company. Mr. Adelson is the founder of our Company and has served as its Chairman and Chief Executive Officer since the Company was founded. The Board believes that Mr. Adelson is best suited to serve as both its Chairman and Chief Executive Officer because he is the most familiar with the Company’s businesses and industry and best able to establish strategic priorities for the Company. In addition, Mr. Adelson, his wife and trusts and other entities for the benefit of the Adelsons and their family members together beneficially owned approximately 54.3%56.0% of our outstanding Common Stock as of the record date. Accordingly, Mr. Adelson exercises significant influence over our business policies and affairs, including the composition of our Board of Directors. As a result, the Board believes that Mr. Adelson’s continuing service as both Chairman and Chief Executive Officer is beneficial to the Company and provides an effective leadership structure. The Company does not have a lead director.

The Board’s Role in Risk Oversight.The Board of Directors, directly and through its committees, is actively involved in the oversight of the Company’s risk management policies. The Audit Committee is charged with overseeing enterprise risk management, generally, and with reviewing and discussing with management the Company’s major financial risk exposures and the steps management has taken to monitor, control and manage these exposures, including the Company’s risk assessment and risk management guidelines and policies. The Audit Committee meets regularly with those members of management responsible for the Company’s information security program and its related priorities and controls, and receives updates on data security that include cybersecurity resilience and emerging trends, as well as progress toward key Company initiatives in this area. The Compensation Committee oversees the Company’s compensation policies, generally, to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company. The Compliance Committee assists the Board in overseeing the Company’s compliance program, including compliance with the laws and regulations applicable to the Company’s business and compliance with the Company’s Code of Business Conduct and Ethics and other policies. The Audit Committee, the Compensation Committee and the Compliance Committee receive reports from, and discuss these matters with, management and regularly report on these matters to the Board.

20152018 Executive Compensation Risk Assessment.The Compensation Committee has evaluated the Company’s compensation structure from the perspective of enterprise risk management and the terms of the Company’s compensation policies, generally, and does not believe that the Company’s compensation policies and practices provide incentives for employees to take inappropriate business risks or risks that are reasonably likely to have a material adverse effect on the Company. As described under “Compensation Discussion and Analysis” below regarding bonuses for our named executive officers, Mr. Adelson is eligible to receive bonusesa bonus under his employment agreement, subject to the Company’s achievingachievement of predetermined EBITDA-based performance goals. Under their employment agreements, or other employment arrangements, the other named executive officers are eligible for discretionary bonuses, up to a target percentage of their respective base salaries. Similarly, any bonuses for employees other than the named executive officers are granted on a discretionary basis. In making its determinations regarding 20152018 bonuses for Mr.Messrs. Goldstein and Mr. Raphaelson,Dumont, the Compensation Committee’s decision was based on the Company’s achievement of pre-determined EBITDA-basedpredetermined performance targets. In making its determinations regarding the 20152018 bonus for Mr. Markantonis,Jacobs, the Compensation Committee’s decisionannual bonus was based on the achievement of pre-determined EBITDA-based performance targetsdetermined by the Company’s Las Vegas properties. Pursuant to Mr. Quartieri’s Separation Agreement (as defined below), he was entitled to a pro-rated bonus for 2015, payable if, when and toperformance criteria established by the extent such bonuses were paid to like situated executives. In making its determination regarding Mr. Quartieri’s 2015 bonus, the Compensation Committee gave equal weighting to (a) the Company’s achievement of the Company’s pre-determined EBITDA-based performance targets and (b) his individual performance.Chief Executive Officer. The Compensation Committee believes that the Company’s compensation policies do not incentivize our named executive officers or other employees to take inappropriate business risks or risks that are reasonably likely to have a material adverse effect on the Company because the discretionary nature of the bonuses and the weightingweighing of financial and individual performance factors means there may not be any direct correlation between any particular action by an employee and the employee’s receipt of a bonus.

Presiding Non-Management Director.In accordance with applicable rules of the NYSE and the Company’s Corporate Governance Guidelines, the Board has adopted a policy to meet at least quarterlyeach regularly scheduled Board meeting in executive session without management directors or any members of the Company’s management being present. In addition, the Board’s independent directors meet at least once each year in executive session. At each executive session, a presiding director chosen by a majority of the directors present will preside over the session.


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Stockholder Communications with the Board and Audit Committee.    The Board has established a process for stockholders and interested parties to communicate with members of the Board, the Audit Committee, the non-management directors and the presiding non-management director of executive sessions of the Board.

Director Communications

Stockholders and interested parties who wish to contact our Board, the Chairman of the Board, the presiding non-management director of executive sessions or any individual director are invited to do so by writing to:

Board of Directors of Las Vegas Sands Corp.

c/o Corporate Secretary

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Complaints and concerns relating to our accounting, internal accounting controlscontrol over financial reporting or auditing matters should be communicated to the Audit Committee of our Board using the procedures described below. All other stockholder and other communications addressed to our Board will be referred to our presiding non-management director of executive sessions and tracked by the Corporate Secretary. Stockholder and other communications addressed to a particular director will be referred to that director.

Stockholder Communications with the Audit Committee CommunicationsCommittee.

Complaints and concerns relating to our accounting, internal accounting controls,control over financial reporting or auditing matters should be communicated to the Audit Committee, of our Board, which consists solely of non-employee directors. Any such communication may be anonymous and may be reported to the Audit Committee through the Office of the General Counsel by writing to:

Las Vegas Sands Corp.

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attention: Office of the General Counsel

All communications will be reviewed under Audit Committee direction and oversight by the Office of the General Counsel, the Audit Services Group, which performs the Company’s internal audit function, or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee. The Office of the General Counsel will prepare a periodic summary report of all such communications for the Audit Committee.


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EXECUTIVE OFFICERS

This section contains certain information about our current executive officers, including their names and ages (as of the mailing of these proxy materials), positions held and periods during which they have held such positions. There are no arrangements or understandings between our officers and any other person pursuant to which they were selected as officers.

Name

 Age 

Title

Sheldon G. Adelson

 8285 

Chairman of the Board, Chief Executive Officer and Treasurer

Robert G. Goldstein

 6063 

President and Chief Operating Officer

Patrick Dumont

 4144 

Executive Vice President and Chief Financial Officer

George M. Markantonis

Lawrence A. Jacobs		 5863 

President and Chief Operating Officer, The Venetian/The Palazzo and Sands Expo & Convention Center

Ira H. Raphaelson

62

Executive Vice President and Global General Counsel and Secretary

George Tanasijevich

54

Chief Executive Officer and President, Marina Bay Sands Pte Ltd and Managing Director, Global Development, Las Vegas Sands Corp.

For background information on Messrs. Adelson, Goldstein and Goldstein,Dumont, please see “Board of Directors.”

Patrick DumontLawrence A. Jacobs has been our Company’s Chief Financial Officer since March 2016 and our Company’s Senior Vice President, Finance and Strategy from September 2013 through March 2016. In addition, Mr. Dumont has served as the Company’s principal financial officer since February 23, 2016. From June 2010 until August 2013, Mr. Dumont served as the Company’s Vice President, Corporate Strategy. Mr. Dumont is the son-in-law of Sheldon G. Adelson, the Company’s Chairman of the Board, Chief Executive Officer and Treasurer.

George M. Markantonis has been the President and Chief Operating Officer of Venetian Casino Resort, LLC (owner of The Venetian/The Palazzo) and Sands Expo & Convention Center and Senior Vice President of Las Vegas Sands, LLC since March 2015. Mr. Markantonis has more than 35 years of international hospitality industry experience, including serving as the President and Managing Director of Atlantis, Paradise Island from September 2005 to February 2015, as the Chief Executive Officer of Atlantis of The Palm of Dubai, from March 2004 to August 2005, and in various positions at Caesars Palace in Las Vegas from 1995 to 2004, most recently as Senior Vice President of Hotel Operations.

Ira H. Raphaelson has been the Executive Vice President and Global General Counsel of Las Vegas Sands Corp. since November 2011September 2016 and theour Company’s Secretary since January 2015.November 2016. Prior to joining our Company, Mr. RaphaelsonJacobs served as executive vice president and general counsel for Time, Inc. from November 2013 to September 2016, as well as senior executive vice president and group general counsel for News Corporation from January 2005 to June 2011. Additionally, he served as general counsel of Scientific Games Corp.Empire State Development, New York State’s chief economic development agency from February 2006 until October 2011April 2013 to November 2013 and as its secretarya consultant at East Wind Advisors from June 2006 until October 2011.2011 to April 2013. Mr. Raphaelson wasJacobs began his legal career at Squadron Ellenoff (subsequently merged into Hogan Lovells). Mr. Jacobs is a partner in the Washington D.C. officeTrustee of the law firm of O’Melveny & Myers LLP for ten yearsMuhlenberg College and a partner in the Washington D.C. office of Shaw Pittman for three years. Prior to entering private practice, he was a stateLiteracy Partners and federal prosecutor for 15 years, serving the last two years as a Presidentially appointed Special Counsel for Financial Institutions Crime.

George Tanasijevich has been the President and Chief Executive Officer of our Company’s subsidiary, Marina Bay Sands Pte Ltd since July 2011 and the Managing Director, Global Development of Las Vegas Sands Corp. since January 2011. He also has held other senior executive positions at our Company’s Singapore operations since 2005. Prior to that, Mr. Tanasijevich was the Company’s Director of Development, based in Macao, from 2004 to 2005. Mr. Tanasijevich previously served as Senior Vice President/Equity Markets at CapitaLand Limited, a Singapore-based real estate conglomerate, and as Corporate Vice President of General Growth Properties, a shopping mall REIT. Mr. Tanasijevich is a member of the University of Chicago Booth School of Business Global Advisory Board and the University of Michigan Provost Committee, and a Board Member of the Singapore International Chamber of Commerce, the Singapore Hotel Association and the U.S. — Japan Business Council.Council on Foreign Relations.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and the beneficial owners of more than 10% of our Common Stock to file reports of ownership of our Common Stock with the Securities and Exchange Commission.SEC. Directors, executive officers and beneficial owners of more than 10% of our Common Stock are required to furnish the Company with copies of all Section 16(a) forms that they file. Based upon a review of these filings and representations from the Company’s directors, executive officers and 10% beneficial owners, that no other reports were required, the Company notes thatand all reports for the year 20152018 were filed on a timely basis.


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The following discussion and analysis contains statements regarding Company performance objectives and targets. These objectives and targets are disclosed in the limited context of our compensation program and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

COMPENSATION DISCUSSION AND ANALYSIS

This discussion supplements the more detailed information concerning executive compensation in the tables and narrative discussion that follow under “Executive Compensation and Other Information.” This Compensation Discussion and Analysis section discusses our compensation philosophy and objectives and the compensation policies and programs for the following individuals who are referred to as “namedour “named executive officers”:

officers” for 2018:

Sheldon G. Adelson, our Chairman, Chief Executive Officer and Treasurer;

Robert G. Goldstein, our President and Chief Operating Officer;

Ira H. Raphaelson,Patrick Dumont, our Executive Vice President and Chief Financial Officer; and

Lawrence A. Jacobs, our Executive Vice President, Global General Counsel and Secretary;

Secretary.

George M. Markantonis, the President and Chief Operating Officer of Venetian Casino Resort, LLC and Sands Expo & Convention Center and Senior Vice President of Las Vegas Sands, LLC (since March 2015); and

Michael Quartieri, our former Senior Vice President, Global Controller and Chief Accounting Officer (principal financial officer).

20152018 Financial and Business Performance

Highlights of the Company’s 20152018 financial performance and business achievements include:

consolidated net revenue of $11.69$13.73 billion;

consolidated net income of $2.95 billion; and

consolidated adjusted property EBITDA of $4.17 billion;

$5.28 billion.

Consolidated adjusted property EBITDA is a non-GAAP financial measure. See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 19 — Segment Information” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, for the definition of consolidated adjusted property EBITDA and a reconciliation of consolidated adjusted property EBITDA to net income of $2.03 billion, or $2.55 per diluted share; and

income.

the return of $2.28 billion of capital to stockholders through the payment of $2.07 billion of regular annual dividends and the repurchase of $205.0 million of its outstanding common stock.

In October 2015, the Company announced a 10.8% increase in the Company’s recurring common stock dividend from $2.60 per share in 2015 to $2.88 per share in 2016.

The Objectives of Our Executive Compensation Program

Our executive compensation program is overseen by the Compensation Committee of the Board of Directors.Committee. The Compensation Committee has developed an executive compensation program that is designed to:

attract and retain key executive talent by providing the named executive officers with competitive compensation;

reward the named executive officers based upon the achievement of Company propertyfinancial and strategic objectives and individual performance goals; and

align the interests of the named executive officers with those of our stockholders.

stockholders; and

promote good corporate citizenship in our executive officers.
Advisory Vote on Executive Compensation

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, at our 20152018 annual meeting, our stockholders provided an advisory (non-binding) vote on the fiscal 20142017 compensation of our named executive officers, which we refer to as the “say-on-pay” vote. The compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in the proxy statement) was

approved, with more than 77%63% of the votes cast voting “for” approval of the “say-on-pay” proposal. The Compensation Committee noted the results of thisthe 2018 “say-on-pay” vote which is advisory and not binding on the Board of Directors. There weredetermined no changes to the Company’s compensation programs based on the results of the 2015 “say-on-pay” vote.

were necessary.

The Process of Setting Executive Compensation

We have entered into employment agreements with Messrs. Adelson, Goldstein, Dumont and Raphaelson and our subsidiary, Venetian Casino Resort, LLC, has entered into an employment agreement with Mr. Markantonis.Jacobs. The employment agreements provide the overall framework for the compensation for these named executive officers, including base salary, and target bonus amounts. Mr. Quartieri, our former principal financial officer, did not have an employment agreement with us. The Companyamounts and Mr. Quartieri entered into a Separation Agreement and General Release, dated November 4, 2015 (Mr. Quartieri’s “Separation Agreement”) in connection with his resignation from the Company.equity-based awards. The Compensation Committee approved the

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compensation packages for Messrs. Adelson, Goldstein, RaphaelsonDumont and MarkantonisJacobs at the time we entered into their respective employment agreements or arrangementsand any amendments thereto and approved all bonuses and equity awards granted during the terms of these agreements or employment duringand the period in which each of these individuals has served as a namedan executive officer. The Compensation Committee considered the views and recommendations of our Chief Executive Officer in establishing 2015 compensation for Mr. Goldstein and the views and recommendations of our Chief Executive Officer and Mr. Goldstein in establishing 2015 compensation for Messrs. Raphaelson, Markantonis and Quartieri and certain other highly compensated employees.

The Committee’s Compensation Consultant

The Compensation Committee retained AETHOS Consulting Group (“AETHOS”) as its independent executive compensation consultant for 2015.2018. AETHOS Consulting Group provides its advice on an as-needed basis upon the request of the Compensation Committee. During 2015, AETHOS Consulting Group provided peer group analyses to the Compensation Committee in connection with determining compensation levels for some of our named executive officers. AETHOS Consulting Group provided additional analysis on long-term compensation awards, including the length, vesting and frequency, for the positions of chief executive officer, general counsel and chief financial officer. The Company paid AETHOS Consulting Group $50,000 for its services to the Compensation Committee during 2015. In addition, AETHOS Consulting Group was paid $100,000 for compensation consulting to the Company’s management team regarding long-term incentive plan planning and analysis.

The Compensation Committee determined that AETHOS Consulting Group isto be independent under applicable SEC and NYSE rules, based on the Committee’s review of the services provided to the Company as described above and information provided by AETHOS, Consulting Group.

Benchmarking

In connection withand concluded no conflict of interest exists that would prevent AETHOS from independently advising the Compensation Committee’s 2015 reviews of named executive officer compensation, the Compensation Committee considered information provided by AETHOS Consulting Group that compared the elements of executive compensation and total compensation against compensation levels of executives in a comparable position at peer group companies. The current peer group was selected by the Compensation Committee’s consultant, based on industry, revenue and market capitalization and other shared characteristics and consists of the following companies:

• American Express Company
• Caesars Entertainment Corporation
• Carnival Corporation & plc
• CBS Broadcasting Inc.
• The Coca-Cola Company
• Colgate-Palmolive Company
• Delta Air Lines, Inc.
• General Mills Inc.
• Hyatt Corporation
• Kimberly-Clark Corporation
• Loews Hotels
• Marriott International, Inc.
• McDonald’s Corporation
• MGM Resorts International		• Nike, Inc.
• Nordstrom, Inc.
• PepsiCo, Inc.
• The Priceline Group Inc.
• Royal Caribbean Cruises Ltd.
• Starbucks Corporation
• Starwood Hotels & Resorts Worldwide, Inc.
• Time Warner Inc.
• Twenty-First Century Fox, Inc.
• United Continental Holdings, Inc.
• Viacom Inc.
• The Walt Disney Company
• Wynn Resorts, Limited
• Yum! Brands, Inc.

Committee.

Elements of Executive Officer Compensation and Why We Chose to Pay Each Element

In 2015,2018, the principal components of compensation for the named executive officers were:

base salary;

annual cash bonus;

equity awards;

and

personal benefits; and

benefits.

for Employment Agreements

Messrs. Adelson, Goldstein, RaphaelsonDumont and Markantonis, severance and/or change in control protection and for Mr. Quartieri, severance benefits pursuant to his Separation Agreement.

Employment Agreements

Messrs. Adelson, Goldstein, Raphaelson and MarkantonisJacobs are employed pursuant to multi-year employment agreements that reflect the individual negotiations with each of them. We use multi-year employment agreements to foster retention and succession planning, to be competitive and to protect the business with restrictive covenants, such as non-competition, non-solicitation and confidentiality provisions. The employment agreements provide for severance pay in the event of the involuntary termination of the executive’s employment without cause (or, where applicable, termination for good reason), which allows these executives to remain focused on the Company’s interests and, where applicable, serves as consideration for the restrictive covenants in their employment agreements.

Mr. Adelson.In 2004, in connection with our initial public offering, we entered into a long-term employment agreement with Mr. Adelson with an initial term of five years, subject to automatic extensions for successive one-year periods. On September 5, 2017, we entered into an amended and restated employment agreement with Mr. Adelson. The amended employment agreement became effective as of January 1, 2017, with an initial term that expires on December 31, 2021, and is subject to automatic extensions for successive one-year periods unless one partyMr. Adelson gives notice of his or its intention not to renew the agreement, no later than 12060 days prior to the expiration of the initial term or any renewal term of the agreement. Accordingly, Mr. Adelson’s employment agreement has been extended for successive one-year periods on the same financial terms, most recently in December 2015.term. The Compensation Committee believed that extending Mr. Adelson’samending his employment agreement in 2015 was in the best interests of the Company and its stockholders and, that, based on discussions with AETHOS, Consulting Group, the terms of Mr. Adelson’s amended employment agreement were fair to the Company.

Mr. Goldstein.On December 9, 2014, we entered into an agreement with Mr. Goldstein, effective January 1, 2015, that was to terminate on December 31, 2019, and modified his then existing employment agreement in connection with his promotion to the position of President and Chief Operating Officer.Officer of the Company. On November 20, 2018, we entered into an amended employment agreement with Mr. Goldstein that extended the term of his employment until December 31, 2024. The Compensation Committee considered factors including Mr. Goldstein’s performance as the Company’s Executive Vice President and Chief Operating Officer, his tenure at the Company, his business experience and knowledge of the gaming industry retaining his services for the five-year term of the agreement and the Chief Executive Officer’s recommendations when approving Mr. Goldstein’s amended employment agreement.

Mr. Raphaelson.Dumont. Effective NovemberJanuary 1, 2011, the Company2016, we entered into an employment agreement with Mr. Raphaelson with a term of four years (as amended, Mr. Raphaelson’s “2011 Employment Agreement”). On February 18, 2016, the Company entered into a new employment agreement, effective November 1, 2015, with Mr. RaphaelsonDumont that terminates on December 31, 2019 (Mr. Raphaelson’s “2016 Employment Agreement”). The Compensation Committee considered factors including Mr. Raphaelson’s legal background and experience when approving Mr. Raphaelson’s 2011 Employment Agreement and, in addition, his performance and assumption of administrative responsibilities at the Company when approving Mr. Raphaelson’s 2016 Employment Agreement.

Mr. Markantonis.    Effective March 17, 2015, the Company’s subsidiary, Venetian Casino Resort, LLC, entered into an employment agreement with Mr. Markantonis that terminates on March 1, 2020. The Compensation Committee considered factors including Mr. Markantonis’s extensiveDumont’s finance background and experience inwith the hospitality and gaming industryCompany when approving his employment agreement.


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Mr. Quartieri.    Mr. Quartieri did not haveJacobs. Effective September 6, 2016, we entered into an employment agreement with us. In connection withMr. Jacobs that terminates on September 6, 2020. The Compensation Committee considered factors including Mr. Jacobs’s extensive legal background and experience when approving his resignation, Mr. Quartieri and the Companyemployment agreement. On October 9, 2018, we entered into an amended employment agreement with Mr. Jacobs to allow Mr. Jacobs to terminate his Separation Agreement.employment at any time upon providing two weeks’ notice.

The major elements of our executive officer compensation and details regarding how each component was determined are described below.

Base Salary

Base salary levels for the named executive officers are set forth in their respective employment agreements or other arrangements.agreements. The base salary amounts were determined at the time we entered into the various employment agreements or the other arrangements were determined, based on each individual’s professional experience and scope of responsibilities within our organization, compensation levels for others holding similar positions in other organizations and compensation levels for senior executives at the Company.

The employment agreements for Messrs. Adelson, Goldstein, RaphaelsonDumont and Markantonis and the arrangement with Mr. Quartieri providedJacobs provide for annual base salaries, which may be subject to periodic performance increases. Their base salaries as of December 31, 20152018, were:

Mr. Adelson, $1,000,000;

$5,000,000;

Mr. Goldstein, $3,250,000;

$3,400,000;

Mr. Raphaelson, $1,750,000;Dumont, $1,200,000; and

Mr. Markantonis, $1,100,000.

Jacobs, $890,000.

Mr. Quartieri’s annual base salary was $525,000 as of the date of his resignation in November 2015.

Mr. Adelson’s base salary was

Base salaries for Messrs. Adelson, Goldstein, Dumont and Jacobs were unchanged from December 31, 2014. Effective January 1, 2015,2017. Mr. Goldstein’s base salary increasedfor the period of January 1, 2020 through December 31, 2024, will increase to $3,250,000$4,500,000 pursuant to his amended employment agreement and increased to $3,400,000, effective January 1, 2016. In February 2016, Mr. Raphaelson’s base salary was retroactively increased from $1,500,000 to $1,750,000 as ofdated November 1, 2015 pursuant to his 2016 Employment Agreement.

20, 2018.

Short-term Incentives

For 2015, Messrs. Adelson, Goldstein, Raphaelson, Markantonis and Quartieri2018, our named executive officers were eligible for annualshort-term performance-based cash incentives under their employment agreements, subject to the Company’s Executive Cash Incentive Plan. The Executive Cash Incentive Plan which was created to establishestablishes a program of annualshort-term incentive compensation awards for designatedexecutive officers and other key executives

that is directly related to our performance results. Some

Predetermined performance targets are used to establish the annual cash incentives for certain of these namedour executive officers also were entitled toand are comprised of the Company’s adjusted property EBITDA, as adjusted for certain discretionary bonuses awarded pursuant to their employment agreements oritems deemed appropriate by a determination of the Compensation Committee. For Messrs. Adelson, Goldstein and Dumont, the Compensation Committee determined the 2018 EBITDA-based performance target to be based on the Company’s consolidated adjusted property EBITDA for the year ended December 31, 2018, adjusted to add back corporate expense and exclude the Management Incentive Program (described below) bonus accrual. Mr. Jacobs is eligible to receive a discretionary annual bonus based on criteria established by the Chief Executive Officer.
The Compensation Committee retainsmay subsequently approve additional discretionary items to be taken into account when determining the right to exercise discretion inactual performance achieved during the period for purposes of determining bonus levels for these named executive officers.

Mr. Adelson

Mr. Adelson is eligible for two typesthe financial achievement percentage of annual performance-based incentive opportunities under his 2004 employment agreement; a base bonus and an annual supplemental bonus. The target base bonus and annual supplemental bonus opportunities are described in Mr. Adelson’s employment agreement, as set forth below.

Base bonus.    Mr. Adelson is eligible for cash incentive bonuses earned and payable quarterly primarily subject to the Company’s attainment of predetermined EBITDA-based performance targets. Base bonus payments may range from $0 (ifWhen determining the Company does not achieve the predetermined EBITDA performance target) to a defined maximum opportunity specified in Mr. Adelson’s employment agreement. Mr. Adelson’s target base bonus for 2005 was $500,000. Commencing with 2006 and for each year during the term of his employment, the amount of Mr. Adelson’s target annual base bonus increases automatically by at least four percent (4%) of the sum of (x) his base salary for the immediately preceding year plus (y) the base bonus paid to him with respect to the immediately preceding year. In 2015, the Company achieved the predetermined2018 actual EBITDA-based performance target required for the payment of Mr. Adelson’s base bonus. Accordingly, Mr.Messrs. Adelson, received a base bonus of $2,051,851 for his 2015 performance.

Annual supplemental bonus.    Under his employment agreement, Mr. Adelson is eligible to receive an annual cash incentive bonus contingent on the Company’s achievement of annual performance targets that are primarily EBITDA-based. The amount of Mr. Adelson’s annual supplemental bonus is equal to a percentage of the sum of (x) his base salary for the year plus (y) the base bonus paid to him for the year. Mr. Adelson’s annual supplemental bonus payments may range from $0 (if the Company does not achieve 80% of the predetermined EBITDA performance target) to a defined maximum opportunity (if the Company achieves 110% of the predetermined EBITDA performance target). Mr. Adelson’s annual supplemental bonus payments increase ratably if EBITDA reaches 80% to 110% of the predetermined EBITDA target. Mr. Adelson’s targetGoldstein and maximum annual supplemental bonus opportunities as a percentage of base salary and base bonus for 2015 were 90% and 180%, respectively.

The performance targets specified under Mr. Adelson’s employment agreement are primarily EBITDA-based. The EBITDA-based performance targets are established annually byDumont, the Compensation Committee following consultation with our executive officersapproved adjustments for the impact of certain variances in table games’ win percentages (hold normalization), foreign exchange rate fluctuations between the U.S. dollar and such other members of our management asSingapore dollar, and the Compensation Committee deems appropriate. The Compensation Committee established differentincrease in the Pennsylvania gaming tax rate.

In determining the 2018 EBITDA-based performance targets, for Mr. Adelson’s 2015 base bonus and his annual supplemental bonus. The 2015 targets represent the EBITDA level that must be achieved in order for Mr. Adelson to receive 100% of his target base bonus or 90% of his target annual supplemental bonus. For 2015, the Compensation Committee established a performance target for Mr. Adelson’s base bonus of $3.80 billion of consolidated adjusted property EBITDA, which excludes corporate expense and includes the Management Incentive Program bonus accrual, and a performance target for Mr. Adelson’s annual supplemental bonus of $4.22 billion of consolidated adjusted property EBITDA, which excludes corporate expense and includes the Management Incentive Program bonus accrual. (The Management Incentive Program is the Company’s bonus program whose participants include many of the Company’s full-time exempt employees. For our named executive officers, the Management Incentive Program operates independent of, and provides bonuses that do not exceed, the maximum bonuses established under the Executive Cash Incentive Plan.)

In determining the 2015 annual EBITDA-based targets for Mr. Adelson’s base and annual supplemental bonuses, the Compensation Committee’s goal was to set an aggressive objective based on its review of the annual budget information provided by management and the Board’s discussions with our executive officers and management about the assumptions underlying the 20152018 budget, and the Company’s operating and development plans for 2015. In making its determinations, the Compensation Committee recognized the inherent difficulty of providing appropriate financial targets for Mr. Adelson, given the competitive challenges facing the Company in

the markets in which it operates and the Company’s global operations and development plans.2018. The Compensation Committee believed thatbelieves the achievement of the 20152018 performance targetstarget required Mr.Messrs. Adelson, Goldstein and Dumont to perform at a high level to earn the target bonus payments.

payment.


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The Compensation Committee established a 2018 predetermined EBITDA-based performance target for Messrs. Adelson, Goldstein and Dumont of $4.72 billion. In 2015,2018, the Company achieved 99.9%107.8% of the predetermined EBITDA-based performance target relating to their annual cash bonus.
Mr. Adelson
Under his amended employment agreement, Mr. Adelson is eligible to receive an annual cash incentive bonus contingent on the Company’s achievement of annual performance targets that are EBITDA-based. Mr. Adelson’s annual supplemental bonus. Accordingly,cash bonus may range from $0 (if the Company achieves less than 85% of the predetermined EBITDA-based performance target) to a maximum 250% of his annual base salary (if the Company achieves 100% or greater of the predetermined EBITDA-based performance target) (the “Maximum Bonus”). If the Company achieves 85% of the EBITDA target, Mr. Adelson’s annual cash bonus will be 20% of the Maximum Bonus and the amount of the annual cash bonus shall be determined using straight line interpolation of achievement between 85% and 100% of the EBITDA-based performance target. Mr. Adelson received an annual supplementalcash bonus of $2,733,184,$12,500,000, or 89.6% of his target bonus opportunity,the Maximum Bonus, for his 20152018 performance.

Messrs. Goldstein, Raphaelson, MarkantonisDumont and Quartieri

Jacobs

Under their employment agreements. Messrs. Goldstein Raphaelson and MarkantonisDumont are eligible to receive discretionary bonuses under the Company’s Management Incentive Program. Mr. Quartieri did not have anProgram, subject to the Executive Cash Incentive Plan. Under his employment agreement, and wasMr. Jacobs is eligible to receive a discretionary bonus underbased on annual performance criteria to be established by the Company’s Management Incentive Program.

Chief Executive Officer. The Compensation Committee established a 2015 EBITDA-based financial performance target for Messrs. Goldstein, Raphaelson and Quartieri of $4.22 billion of consolidated adjusted property EBITDA, which excludes corporate expense and includes the Management Incentive Program, which has been implemented by the Compensation Committee pursuant to the Company’s Executive Cash Incentive Plan, is the Company’s bonus accrual, and a 2015 EBITDA-based financial performance target for Mr. Markantonis of $392.7 million of adjusted property EBITDA for the Las Vegas properties plus the Las Vegas properties’ portionprogram whose participants also include many of the Management Incentive Program bonus accrual.

Company’s employees.

Under the Company’s 20152018 Management Incentive Program, the Company or the Las Vegas properties, as applicable, must achieve at least 80%90% of the pre-determinedpredetermined EBITDA-based performance target in order for Messrs. Goldstein Raphaelson, Markantonis and QuartieriDumont to be eligible to receive annual bonuses, compared to a 90% threshold under the 2014 Management Incentive Program.bonuses. Their bonus payment amounts can be increased if the Company achieves up to 150% of the pre-determined EBITDA target, with a maximum bonus payout percentage of up to 125%100% of their respective target awards. Under the 2014 Management Incentive Program, bonus payouts could be increased if the Company achieved up to 120% of the pre-determined EBITDA target, with a maximum bonus payout percentage of up to 110% of the respective target awards. The performance thresholds and maximum bonus payout percentages were revised under the 2015 Management Incentive Program to enable the Company to attract and retain key executive talent by providing competitive compensation to the Company’s named executive officers and bonus-eligible employees.

Mr. Goldstein.Under his employment agreement, Mr. Goldstein is eligible to receive a discretionary annual bonus based on performance criteria approved by the Compensation Committee, withhas a target bonus opportunity of 100% of his base salary, or $3,250,000,$3,400,000, subject to his achievement of performance criteria established by the Compensation Committee. The actual amount of Mr. Goldstein’s bonus was determined by the Compensation Committee in its sole discretion in accordance with the Company’s Management Incentive Program, after consultation with the Company’s Chief Executive Officer. In January 2016, based on the Company’s achievement of 99.9% of its predetermined EBITDA-based performance target,February 2019, Mr. Goldstein was awardedpaid a bonus of $3,250,000$3,400,000 in respect of his 20152018 performance, representing 100%100.0% of his target bonus opportunity.

Mr. Raphaelson.Dumont. Under his 2011 Employment Agreement,employment agreement, Mr. RaphaelsonDumont has a target bonus opportunity of 100% of his base salary, or $1,200,000, subject to his achievement of performance criteria established by the Compensation Committee. The actual amount of Mr. Dumont’s bonus was determined by the Compensation Committee in its sole discretion in accordance with the Company’s Management Incentive Program, after consultation with the Company’s Chief Executive Officer. In February 2019, Mr. Dumont was paid a bonus of $1,200,000 in respect of his 2018 performance, representing 100.0% of his target bonus opportunity.
Mr. Jacobs. Under his employment agreement, Mr. Jacobs is eligible to receive a discretionary annual bonus with a maximum for 2015target bonus opportunity of 100% of his base salary, or $1,500,000, based on the achievement of Company and personal performance objectives. In December 2013, Mr. Raphaelson agreed that his bonuses for the remainder of the term of his 2011 Employment Agreement would be based solely on the Company’s achievement of EBITDA-based performance targets established by the Compensation Committee. Under his 2016 Employment Agreement, he will be eligible to receive a discretionary annual bonus with a maximum of his base salary, or $1,750,000,$890,000, subject to his achievement of personal performance criteria to be determined at a future date, approvedestablished by the Chief Executive Officer and establishedapproved by the Compensation Committee.Committee. In January and February 2016, based on the Company’s achievement of 99.9% of its predetermined EBITDA-based performance target,December 2018, Mr. RaphaelsonJacobs was awarded an aggregatepaid a bonus of $1,750,000,$890,000 in respect of his 2018 performance, representing 100%100.0% of his target bonus opportunity. Of this amount, $250,000 was granted pursuant to the terms of his 2016 Employment Agreement.

Mr. Markantonis.    Under his employment agreement, Mr. Markantonis is eligible to receive a discretionary annual bonus under the Company’s Management Incentive Program, based on the achievement of Company and

personal performance objectives reasonably determined annually by the Company, with a target bonus of 75% of his base salary, or $825,000. The actual amount of Mr. Markantonis’s bonus was determined by the Compensation Committee in accordance with the Company’s Management Incentive Program. In January 2016, based on the achievement of 103.2% of the predetermined EBITDA-based performance target for the Company’s Las Vegas properties, Mr. Markantonis was awarded a bonus of $666,369 in respect of his 2015 performance, representing 101.6% of his target bonus opportunity, pro-rated from the date he joined the Company.

Mr. Quartieri.    Mr. Quartieri did not have an employment agreement. He was eligible to receive a discretionary bonus with a target of 50% of his base salary under the Company’s Management Incentive Program. Pursuant to his Separation Agreement, Mr. Quartieri was entitled to receive a pro-rated bonus for 2015, when, if and to the extent bonuses were paid to like-situated executives. In January 2016, based on the Company’s achievement of 99.9% of its predetermined EBITDA-based performance target, Mr. Quartieri was awarded a bonus of $221,413 in respect of his 2015 performance, representing 100% of his pro-rated target bonus opportunity.

Long-term Incentives (Equity Awards)

Messrs. Adelson, Goldstein, RaphaelsonDumont and MarkantonisJacobs are and Mr. Quartieri was, eligible for long-term equity incentives under the Company’s 2004 Equity Award Plan, which is administered by the Compensation Committee and was created to give us a competitive edge in attracting, retaining and motivating employees and to enable us to provide incentives directly related to increases in our stockholder value. Mr. Adelson is entitled to an annual equity incentive awardsstock option grant to purchase shares of the Company’s Common Stock in accordance with the 2004 Equity Award Plan under his amended employment agreement, subject to the Company’s achievement of EBITDA-based performance targets as described below.agreement. The employment agreements for Messrs. Goldstein, RaphaelsonDumont and MarkantonisJacobs provided for sign-on equity incentive awards, but did not provide for subsequent or annual grants of equity incentive awards. The Compensation Committee, however, is authorized to award such grants in its sole discretion, but did not award such equity grants to Messrs. Goldstein, Raphaelson or Quartieri during 2015. On March 30, 2015, Mr. Markantonis received an awarddiscretion.

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Table of 100,000 stock options when he joined the Company, as described below. On February 18, 2016, Mr. Raphaelson received a grant of 150,000 stock options upon signing his 2016 Employment Agreement.

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Mr. Adelson.    Mr. Adelson’s annual equity incentive awards underUnder his employment agreement are split into two equal components:

•

Nonqualified stock options.    One half of the equity incentive award value is granted in the form of stock options early in the year to which the grant relates. The number of stock options is determined based on an estimate of the grant date Black-Scholes value of the award. The stock option grant vests in four equal annual installments.

•

Performance-based restricted stock.    One half of the equity incentive award value is granted as restricted stock early in the year following the year to which the grant relates, contingent upon attaining the targeted EBITDA-based goals identified for the annual supplemental bonus in the prior year. For 2014, the Compensation Committee established a performance target of $5.53 billion of consolidated adjusted property EBITDA, which excluded corporate expense and included the Management Incentive Program bonus accrual. The value of Mr. Adelson’s restricted stock award may range from $0 (if the Company does not achieve 80% of the predetermined EBITDA-based performance target) to 100% of the value of the restricted stock award opportunity (if the Company achieves 100% of the predetermined EBITDA-based performance target). The number of shares of restricted stock, if earned, is determined based on the fair market value of our Common Stock on the NYSE on the grant date. The restricted stock grant vests in three equal annual installments.

Under hisamended employment agreement, Mr. Adelson is entitled to receive an annual equity incentive award with a specified aggregate targettotal grant value of his equity incentive awards as the Company achieves higher annualized six-month EBITDA levels. Mr. Adelson is entitled to receive equity incentive awards with a total value of $3,650,000 because the Company, prior to 2012, had achieved more than $1 billion of annualized six-month EBITDA.

$1,000,000. The value of Mr. Adelson’s 2015 stock option award opportunity was $1,825,000 (one half of the total equity incentive award value is granted in the form of $3,650,000). Accordingly,stock options, the number of which is determined based on the grant date Black-Scholes value of the award. The stock option grant vests in three equal annual installments and will expire ten years from the date of grant. On February 4, 2015,2, 2018, Mr. Adelson received athe 2018 grant of options to purchase 149,71281,234 shares of our Common Stock, based on the Black-Scholes value of the stock option award on the grant date.

Mr. Adelson’s target grant value forGoldstein. Under his 2015 restricted stock award (relating to his 2014 performance)amended employment agreement, Mr. Goldstein was $1,825,000 (one half of the total equity incentivegranted a one-time award of $3,650,000). As previously disclosed, in 2014, the Company achieved 93.5% of the performance target described above relatingoptions to the award of restricted stock. Accordingly, on February 4, 2015, Mr. Adelson was awarded a grant of 22,167purchase 2,500,000 shares of restrictedour common stock, which vests in respectfive equal installments of 500,000 shares on each anniversary of his 2014 performance.

Mr. Raphaelson.    On February 18, 2016, Mr. Raphaelson received a grant of 150,000 stock options pursuant to his 2016 Employment Agreement.

Mr. Markantonis.    On March 30, 2015, Mr. Markantonis received a grant of 100,000 stock options pursuant to hisadditional employment agreement.

Mr. Quartieri.    Mr. Quartieri’s outstanding stock optionsterm, with the first installment vesting on January 1, 2021 and shares of restricted stock were forfeited upon his resignation from the Companyfinal installment vesting on December 31, 2024.

Messrs. Dumont and Jacobs. Messrs. Dumont and Jacobs did not receive any grants in November 2015.2018.

For more information about equity incentive awards, see “— Executive Compensation Related Policies and Practices — Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units” and “Executive Compensation and Other Information — Employment Agreements.” Grants made during 20152018 are included in the 2018 Grants of Plan-Based Awards Table.

Personal Benefits

Mr. Adelson is entitled to be reimbursed up to $100,000$200,000 annually for personal legal and financial planning fees and expenses under his amended employment agreement. Mr. Adelson also is entitled during the term of his employment to the full-time and exclusive use of an automobile and a driver of his choice and to the use of a Boeing Business Jet for his travel in connection with Company business. Pursuant to his amended employment agreement and the advice of an independent security consultant, Mr. Adelson also is entitled to security services for himself, his wife and minor children.his children, until the age of 22. The Company has received reports from its independent security consultant on the need to provide security coverage to Mr. Adelson and his family, most recently in April 2015.

March 2018. Additionally, in October 2018, the Compensation Committee approved for the Company to provide medical support services to Mr. Adelson, the cost of which is considered taxable income to Mr. Adelson.

Under Mr. Goldstein’s employment agreement, the Company will make a jet aircraft available for business and personal use and Mr. Goldstein may bring immediate family members with him on these trips. He also is entitled to, at his election, to first class travel on commercial airlines for all business trips and to first class hotel accommodations. The Company also provides Mr. Goldstein with a country club membership. Mr. Goldstein reimburses the Company in full for any personal use of this membership.

The Company provides certain Pursuant to the approval of its named executive officers with accessthe Compensation Committee in July 2018 and the advice of an independent security consultant, Mr. Goldstein is also entitled to corporate membershipssecurity services at country clubs for business purposes. The Company requires these executives to reimburse it in full for personal use of these facilities. the Company’s expense.

The Company also permits the personal use by Messrs. Adelson, Goldstein Raphaelson and MarkantonisDumont of Company personnel, facilities and services on a limited basis and subject to the receipt of the appropriate approvals. The Company requires that these executives reimburse it in full for these services. The Company does not permit personal use of corporate aircraft by its executive officers, except for Mr. Goldstein as described above. On certain occasions, an executive officer’s spouse or other immediate family member has accompanied the executive officer on business-related flights on aircraft that we own or lease or provide pursuant to time sharing agreements.

Messrs. Adelson, Goldstein Raphaelson, Markantonis and Quartieri (prior to his resignation) alsoDumont participate in a group supplemental medical insurance program available only to certain of our senior officers. Our executive officers, as well as certain other employees, are also entitled to use workout facilities at the Canyon Ranch Spa at The Venetian Resort Hotel Casino and The Palazzo Resort Hotel Casino in Las Vegas and to receive dry cleaning services. We also provide certain of our executive officers with home computers, and with meals, lodging, limousines and other goods and services from our properties. Our executive officers are entitled to receive other employee benefits generally made available to our employees.

The Compensation Committee believes that providing these benefits to our executives is appropriate given the status in our Company of these individuals, and helps facilitateas it facilitates our executives’ performance of their duties.

For more information, see footnote (3)(4) to the 2018 Summary Compensation Table under “Executive Compensation and Other Information.”

Change in Control and Termination Payments

The employment agreements with Messrs. Adelson, Goldstein, RaphaelsonDumont and MarkantonisJacobs provide for payments and the continuation of benefits upon certain terminations of employment, or if there isincluding following a change in control of the Company. These provisions were based on individual negotiations with these named executive officers. Mr. Goldstein’s and Mr. Dumont’s employment agreement provides that heagreements provide the executive may voluntarily terminate his employment agreement

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upon 30 days’ and 90 days’ written notice, whichrespectively, following a change in control, provided that his termination of employment may not be effective foruntil twelve months following the change in control. Under his 2016 Employment Agreement, Mr. Raphaelson may terminate his 2016 Employment Agreement on the 12-month anniversary of a change in control, upon 90 days’ notice. In addition, the employment agreements with Messrs. Adelson, Goldstein, RaphaelsonDumont and MarkantonisJacobs include restrictive covenants relating to future employment. The Compensation Committee believed the post-termination payments were necessary in order to enable us to provide a competitive compensation package so that we could retain these named executive officers.

If

Under their employment agreements, if any paymentpayments to Mr. Adelson pursuant to his employment agreement isour executive officers are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Code”“Code”), the paymentpayments that isare considered ato be “parachute payment”payments” will be limited to the greatest amount that can be paid under Section 280G without causing any excise tax to be applied to the executive or loss of deduction to the Company, but only if, by reason of such reduction, the net after-tax benefit to himthem (as defined in histheir employment agreement) exceeds the net after-tax benefit if the reduction were not made.

The Company’s 2004 Equity Award Plan was established in 2004. The purpose of the plan is to provide a means through which the Company may attract able persons to enter and remain in the employ of the Company. The change in control provisions of the plan were designed in furtherance of this goal.

Further information about benefits underupon certain terminations of employment (including following a change in control and terminations of employmentcontrol) are described below under “Executive Compensation and Other Information — Potential Payments Upon Termination or Change in Control.”

Tax and Accounting Considerations Relating to Executive Compensation

Section 162(m) of the Internal Revenue Code

The Compensation Committee’s general policy is that compensation should qualify as tax deductible to the Company for federal income tax purposes whenever possible. Under

Section 162(m) of the Code generally disallows deductions for compensation paid to certain members of senior management (other than our principal financial officer) in excess of $1 million per year isyear. Historically, this deduction limitation did not deductible unless theapply to “performance-based” compensation is “performance-based” as described in the regulations under Section 162(m). Compensation is generally “performance-based” if it is determined usingwas contingent on the attainment of pre-established objective formulas and criteriaperformance goals approved by the stockholders within the past five years. AnnualThe annual bonus awards under our Executive Cash Incentive Plan (and Mr. Adelson’s base and annual supplemental bonus awards) generally arethe equity awards under our 2004 Equity Award Plan were designed to maximize tax deductibility by satisfying the performance-based compensation exception to Section 162(m).
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”). The maximum amount payableAct made significant changes to the executive compensation deduction rules in Section 162(m). These changes are generally effective for compensation paid in taxable years beginning after December 31, 2017, unless transition relief is available (as described below). The Act eliminated the historic exception for qualified “performance-based” compensation in determining the deductibility limitation. In addition, the Act provided the Section 162(m) deduction limitation will apply to annual compensation paid to an individual who served as the chief executive officer or chief financial officer at any time during the taxable year or one of the three highest compensated officers (other than the chief executive officer or chief financial officer) for the taxable year (collectively, the “covered employees”). Once an individual is a participant undercovered employee for a taxable year beginning after December 31, 2016, the Executive Cash Incentive Plan in respectindividual is considered a covered employee for all future years, including after termination of employment and even after death. These changes effectively eliminated the opportunity to design executive compensation programs for our named executive officers on a go-forward basis that are fully tax-deductible. Therefore, the tax-deductibility of compensation had less of an annual bonus awardimpact on the design of our executive compensation programs in 2018, and we expect that is intendedtax-deductibility will continue to qualify forhave less of an impact on our program design in the performance-based compensation exceptionfuture.
The Act includes a transition relief rule pursuant to which the changes to Section 162(m) is $10.0 million. In addition, awards under the 2004 Equity Award Plan also may satisfyAct, including the performance-based compensation exception to Section 162(m). The performance-based provisionselimination of the Executive Cash Incentive Plan relatingexception for qualified “performance-based” compensation, will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017, and is not materially modified after that date. To the Compensation Committee’s discretion in selecting and applying performance criteria for purposes of granting and vesting awards intended to qualify as performance-based compensation for purposes of Section 162(m) were amended on April 22, 2013 to conform to the performance-based provisions of our 2004 Equity Award Plan. The performance-based provisions of our 2004 Equity Award Plan and Executive Cash Incentive Plan were approved by our stockholders at the 2013 annual meeting of stockholders. Changes inextent applicable tax laws and regulations as well as factors beyond the control of the Compensation Committee can adversely impact the deductibility of compensation paid to our executive officers who are covered by Section 162(m).

The Compensation Committee believes that mathematical formulas cannot always anticipateexisting contracts and fairly address every situation that might arise. The Compensation Committee therefore retains the authorityawards, we expect to adjust compensation in the casetake advantage of unexpected, unusual or non-recurring events orthis transition relief rule whenever possible. To preserve our flexibility to attract and retain key executive talent even if this resultsand provide executive compensation in a manner that aligns the payment of non-deductible compensation or to otherwise award or pay non-deductible compensation if the Compensation Committee deems it in the best interests of our named executive officers with those of our stockholders, however, we do not expect to limit our actions with respect to executive compensation solely to preserve tax-deductibility under the Company and its

stockholders to do so. For example, during 2015, the Compensation Committee approved Mr. Markantonis’s employment agreement, which provides for an annual base salary in excessSection 162(m) transition relief rule.


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Table of $1 million. During 2016, the Compensation Committee approved Mr. Raphaelson’s 2016 Employment Agreement, which is retroactive to November 1, 2015 and provides for an annual base salary in excess of $1 million and a bonus that is based upon his achievement of personal performance goals approved by the Chief Executive Officer and established by the Compensation Committee. The Compensation Committee believed these compensation decisions were necessary, appropriate and in the best interests of the Company and enabled the Company to retain the services of the core members of its executive team.

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Executive Compensation Related Policies and Practices

Policies Regarding Stock Ownership and Hedging the Economic Risk of Stock Ownership

The Company believes that the number of shares of the Company’s Common Stock owned by each named executive officer is a personal decision and encourages stock ownership, including through the compensation policies applicable to its named executive officers. Accordingly, the Company has not adopted a policy requiring its named executive officers to hold a portionminimum amount of their stockthe Company’s Common Stock during their employment at the Company.

Under our securities trading policy, our officers, directors and employees are not permitted to purchase our Common Stock on margin, sell our Common Stock short, or buy or sell puts, calls or other derivative instruments relating to our Common Stock. Although we discourage speculativeStock or enter into hedging or monetization transactions we do permit long-term hedging transactions that are designed to protect an individual’s investment ininvolving our Common Stock provided thatStock.
Forfeiture of Improperly Received Compensation Policy
The Board of Directors has adopted a forfeiture of improperly received compensation policy (the “Policy”), which applies to all employees of the hedgeCompany and its affiliates eligible to receive a bonus, incentive or equity award based in whole or in part on financial performance measures. The Policy applies whenever (1) there is a restatement (as such term is defined in the Policy) and it results in a revision to one or more performance measures used to determine an annual bonus or other incentive or equity-based compensation paid or awarded to an employee in respect of the period(s) to which the restatement relates (the “relevant period”), (2) the relevant period commenced not more than three years prior to the time at which the need for at least six monthsthe restatement is identified, (3) such revision results in durationa reduction in the amount or value of such bonus or other incentive or equity-based compensation and relates to stock(4) such restatement is, in whole or options heldin part, caused by the individual.

employee’s misconduct (“Misconduct,” as such term is defined in the Policy). The Board, or a designated Committee, may in its discretion require repayment and forfeiture of all or a portion of any bonus or incentive or equity-based compensation awarded to or received or earned by such employee in respect of the relevant period, generally to the extent such bonus or incentive or equity-based compensation exceeds the amount that would have been awarded, received or earned based on the revised performance measures. Whether an employee has engaged in Misconduct and the amount or value to be repaid and forfeited shall be determined in the sole discretion of the Board or a designated Committee.

Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units

Mr. Adelson’s employment agreement provides that grants of stock options are to be made by March 15 of the year to which the grant relates.

As discussed above, on February 4, 2015,2, 2018, the Company granted Mr. Adelson stock options for the 20152018 calendar year. Grantsyear, pursuant to his amended employment agreement. Mr. Goldstein was also granted a one-time award of restricted stock to Mr. Adelson are to be made by March 15 followingoptions in connection with the year to which the award relates, provided that the performance goals for the prior year have been achieved. For the reasons described above under “— Elements of Executive Officer Compensation and Why We Chose to Pay Each Element — Long-term Incentives (Equity Awards),” on February 4, 2015, the Company granted Mr. Adelson shares of restricted stock in respectexecution of his 2014 performance.

amended employment agreement.

Grants of stock options, restricted stock and restricted stock units under our 2004 Equity Award Plan are approved by the Compensation Committee. Each member of the Compensation Committee is an independent director and an outside director within the meaning of Section 162(m). The equity grants made to Messrs. Adelson and Markantonis during 2015 and to Mr. Raphaelson in February 2016 were effective as of their respective grant dates, which were the dates of Compensation Committee approval. The exercise price of all stock options to purchase shares of our Common Stock is equal to the fair market value of our Common Stock on the grant date.


25


Table of Contents

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis contained in this Proxy Statement with management and, based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included by reference in the Company’s Annual Report on Form 10-K and this Proxy Statement.

Steven L. Gerard, Chair (as of January 29, 2015)

Micheline Chau

Charles A. Koppelman

The foregoing Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.


26


AMENDMENT TO THE COMPANY’S EXECUTIVE CASH INCENTIVE PLAN

On April 19, 2016, the Compensation Committee approved the following amendment to the definition

Table of “Performance Period” in the Company’s Executive Cash Incentive Plan (changes in italics):

“Performance Period” means the period during which performance is measured to determine the level of attainment of a Bonus Award, which shall be the fiscal year of the Companyor such other period as may be determined by the Committee.”

The Executive Cash Incentive Plan is a stockholder-approved performance bonus plan that is designed to comply with the “performance-based exception” to the compensation deduction limitation of Section 162(m) of the Internal Revenue Code and the regulations promulgated thereunder (“Section 162(m)”). As amended, the Executive Cash Incentive Plan will provide more flexibility to the Compensation Committee in structuring the annual cash bonus program for the Company’s senior executives, by permitting it to use performance periods that are not necessarily tied to the Company’s fiscal year. The Company intends to use a nine-month performance period for determining performance-based bonus eligibility under the Executive Cash Incentive Plan (and also under the Management Incentive Plan for its other employees) for 2016 and may use a performance period other than the Company’s fiscal year in the future if the Compensation Committee determines it is in the Company’s best interests to do so.

The Executive Cash Incentive Plan provides that the Compensation Committee will designate the officers and other key executives, including executive officers whose compensation may be subject to the provisions of Section 162(m) (whom we refer to as our “Section 162(m) executive officers”), who will be eligible for awards for the performance period during which performance is measured. Pursuant to the Executive Cash Incentive Plan, the Compensation Committee will establish for each performance period a maximum award, and, if the Compensation Committee so determines, a target and/or threshold award, and goals relating to the Company and/or its subsidiaries, divisions, departments, and/or functional performance for each participant, or “performance goals.” The Compensation Committee also will make these determinations with respect to our Section 162(m) executive officers. The Compensation Committee will communicate these performance goals to each participant prior to or during the applicable performance period. Participants will earn awards only upon the attainment of the applicable performance goals during the applicable performance period, as and to the extent established by the Compensation Committee. The performance goals will be based on attainment of specific levels of our performance and/or the performance of our subsidiaries, divisions or departments, as applicable and will be based on criteria set forth in the Executive Cash Incentive Plan.

As soon as practicable following the end of the applicable performance period, the Compensation Committee will certify the attainment of the performance goals and will calculate the award, if any, payable to each participant, including our Section 162(m) executive officers. Bonus awards will be paid in a lump sum cash payment as soon as practicable following the determination of the applicable amount by the Compensation Committee. The Compensation Committee retains the right to reduce any award, in its sole discretion. The maximum amount payable to a participant in respect of an annual bonus award that is intended to qualify for the “performance-based compensation” exception to Section 162(m) is $10.0 million.

The Compensation Committee may amend, suspend or terminate the Executive Cash Incentive Plan at any time, provided that no amendment may be made without the approval of stockholders if the effect of any such amendment would be to cause outstanding or pending awards that are intended to qualify for the “performance-based compensation” exception to Section 162(m) to cease to qualify for this exception.

Other than with respect to the cash bonuses that may be earned by our executive officers pursuant to their employment agreements if certain performance criteria are met, awards under the Executive Cash Incentive Plan will be determined by the Compensation Committee in its sole discretion and it is, therefore, not possible to predict the awards that will be made in the future under the Executive Cash Incentive Plan. See “Executive Compensation and Other Information — Employment Agreements” for a description of the material terms and conditions relating to compensation in the employment agreements for our executive officers.

Contents


EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table provides information regarding compensation for our Chief Executive Officer and each of our other three highest paidnamed executive officers serving as such at December 31, 2015, and our former principal financial officer.

2018:

2015 2018Summary Compensation Table

Name and

Principal Position

 Year  Salary
($)		  Bonus
($)		  Stock
Awards(1)
($)		  Option
Awards(2)
($)		  Non-Equity
Incentive Plan
Compensation
($)		  All Other
Compensation(3)
($)		  Total
($)		 

Sheldon G. Adelson

  2015   $1,000,000    —   $1,228,273   $1,825,000   $4,785,035   $3,351,162   $12,189,470  

Chairman of the Board, Chief Executive Officer and Treasurer

  

 

2014

2013

  

  

 $

$

1,000,000

1,000,000

  

  

  

 

—

—

  

  

 $

$

1,825,000

912,500

  

  

 $

$

1,825,000

1,825,000

  

  

 $

$

3,712,026

6,688,741

  

  

 $

$

3,629,698

3,577,640

  

  

 $

$

11,991,724

14,003,881

  

  

Robert G. Goldstein

  2015   $3,250,000    —    —    —   $3,250,000   $3,589,031   $10,089,031  

President and Chief Operating Officer

  

 

2014

2013

  

  

 $

$

1,500,000

1,500,000

  

  

  

 

—

—

  

  

  

 

—

—

  

  

 $

 

45,045,000

—

  

  

 $

$

1,450,500

1,569,000

  

  

 $

$

656,790

449,621

  

  

 $

$

48,652,290

3,518,621

  

  

Ira H. Raphaelson

  2015   $1,538,462    —    —    —   $1,750,000   $213,410   $3,501,872  

Executive Vice President, Global General Counsel and Secretary

        

George M. Markantonis(4)

  2015   $863,077    —    —   $1,137,000   $666,369   $50,370   $2,716,816  

President and Chief Operating Officer, The Venetian/The Palazzo and Sands Expo & Convention Center

        

Michael A. Quartieri(5)

  2015   $473,077    —    —    —   $221,413   $47,875   $742,365  

Former Senior Vice President, Chief Accounting Officer and Global Controller (former principal financial officer)

  

 

2014

2013

  

  

 $

$

475,000

401,081

  

  

  

 

—

—

  

  

  

$

—

559,800

  

  

  

$

—

353,400

  

  

 $

$

229,663

215,235

  

  

 $

$

1,324

1,384

  

  

 $

$

705,987

1,530,900

  

  

Name and
Principal Position
 Year Salary
($)		 Bonus
($)		 
Stock
Awards(1)
($)
 
Option
Awards(2)
($)
 
Non-Equity
Incentive Plan
Compensation(3)
($)
 
All Other
Compensation(4)
($)
 Total
($)
Sheldon G. Adelson 2018 $5,000,000
 $—
 $—
 $1,000,000
 $12,500,000
 $5,512,913
 $24,012,913
Chairman of the Board, Chief Executive Officer and Treasurer 2017 $5,000,000
 $—
 $1,380,870
 $2,825,000
 $12,500,000
 $4,380,629
 $26,086,499
 2016 $1,000,000
 $—
 $1,816,042
 $1,825,000
 $4,335,341
 $3,731,066
 $12,707,449
Robert G. Goldstein 2018 $3,400,000
 $—
 $—
 $15,875,000
 $3,400,000
 $1,993,472
 $24,668,472
President and Chief Operating Officer 2017 $3,400,000
 $—
 $—
 $—
 $3,400,000
 $1,343,765
 $8,143,765
 2016 $3,400,000
 $—
 $—
 $—
 $3,233,400
 $1,570,843
 $8,204,243
Patrick Dumont 2018 $1,200,000
 $—
 $—
 $—
 $1,200,000
 $12,952
 $2,412,952
Executive Vice President and Chief Financial Officer 2017 $1,200,000
 $—
 $—
 $—
 $1,200,000
 $103,792
 $2,503,792
 2016 $1,200,000
 $—
 $—
 $6,552,000
 $1,141,200
 $27,017
 $8,920,217
Lawrence A. Jacobs(5) 
 2018 $890,000
 $890,000
 $—
 $—
 $—
 $14,952
 $1,794,952
Executive Vice President, Global General Counsel and Secretary 2017 $890,000
 $890,000
 $—
 $—
 $—
 $14,804
 $1,794,804
 2016 $284,800
 $270,845
 $—
 $1,730,000
 $—
 $9,839
 $2,295,484
____________________
(1)

The amounts in this column arerepresent the grant date fair valuesvalue of stock awards granted during the fiscal years ended December 31, 2013, 2014 and 2015restricted shares issued, as determined pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

(2)
The amounts in accordance with FASBthis column represent the grant date fair value of the options issued, as determined pursuant to ASC Topic 718 (disregarding any forfeiture assumptions).718. The number of shares underlying the options is based on the Black-Scholes option valuation model. Assumptions used in the Black-Scholes calculation of these amounts are reflecteddisclosed in Note 1416 to the consolidated financial statements for the years ended December 31, 2013, 20142016, 2017 and 20152018, included in the Company’s 20152018 Annual Report on Form 10-K.

(2)(3)

The amounts in this column are the grant date fair valuesConsists of option awards granted during the fiscal years ended December 31, 2013, 2014 and 2015 in accordance with FASB ASC Topic 718 (disregarding any forfeiture assumptions). Assumptions used in the calculation of these amounts are reflected in Note 14 to the consolidated financial statements for the years ended December 31, 2013, 2014 and 2015 included inshort-term performance-based cash incentives under the Company’s 2015 Annual Report on Form 10-K.

Executive Cash Incentive Plan as further described in “Compensation Discussion and Analysis — Elements of Executive Officer Compensation and Why We Chose to Pay Each Element — Short-term Incentives.”

(3)(4)

Amounts included in “All Other Compensation” for 20152018 are detailed in the following table.

table below.

(5)
Mr. Jacobs joined the Company in September 2016.

All Other Compensation

Named Executive Officer

  401(k)
Plans  ($)(i)		   Life and
Disability
Insurance ($)(ii)		   Health Care
Insurance ($)(iii)		   Other  ($)(iv)(v)   Total ($) 

Sheldon G. Adelson

   —    $305    $35,476    $3,315,381    $3,351,162  

Robert G. Goldstein

  $6,890    $11,024    $29,419    $3,541,698    $3,589,031  

Ira H. Raphaelson

  $6,890    $11,651    $3,769    $191,100    $213,410  

George M. Markantonis

   —    $3,392    $13,366    $33,612    $50,370  

Michael A. Quartieri

   —    $1,433     —    $46,442    $47,875  

Named Executive Officer 
401(k)
Plan ($)(i)
 
Life and
Disability
Insurance ($)(ii)
 
Health Care
Insurance ($)(iii)
 
Other ($)(iv)(v)
 Total ($)
Sheldon G. Adelson $—
 $11,459
 $20,933
 $5,480,521
 $5,512,913
Robert G. Goldstein $7,265
 $13,001
 $52,540
 $1,920,666
 $1,993,472
Patrick Dumont $—
 $2,659
 $10,293
 $—
 $12,952
Lawrence A. Jacobs $7,265
 $7,687
 $—
 $—
 $14,952
____________________
(i)

AmountsThe amounts listed for Mr.Messrs. Goldstein and Mr. RaphaelsonJacobs are the matching contributionscontribution made under The Venetian Casino Resort LLCthe Las Vegas Sands Corp. 401(k) Retirement Plan, which is a tax-qualified defined contribution plan that is generally available to our eligible employees.

(ii)

AmountsThe amounts are imputed as income in connection with our payments in 20152018 of premiums on group term life insurance and short-term disability insurance. A lower amount of group term life insurance is generally available to all salaried employees. Short-term disability insurance is also generally available to all salaried employees.


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Table of Contents

(iii)

During 2015, the executive officers2018, Messrs. Adelson, Goldstein and Dumont participated in a group supplemental medical expense reimbursement plan available only to certain of our senior officers. The supplemental insurance coverage is in excess of the coverage provided by our group medical plan. The amounts in the table represent administration fees and reimbursements of qualified medical expenses related to 20152018 under this plan. The amount in the table for Mr. Markantonis also includes $7,413 in COBRA reimbursements.

(iv)

The amount in the table for Mr. Adelson consists of (a) the Company’s cost of $3,053,000$5,017,447 to provide security to Mr. Adelson and his immediate family, (b) $119,181the annual reimbursement of professional fees of $200,000, (c) $172,202 for accrued dividends received upon the vesting of his restricted stock during 2015, (c) the annual reimbursement of professional fees of $100,000, and2018, (d) the costs of an automobile provided to Mr. Adelson of $43,200 for 2015 pursuant$71,006 and (e) the Company’s cost of providing medical support services to the terms of his employment agreement.Mr. Adelson. The amount in the table for Mr. Goldstein consists of (a) $2,193,750 for accrued dividends received upon the vesting of his restricted stock during 2015, (b) $1,164,038$1,596,010 related to Mr. Goldstein’s personal use of aircraft based on the aggregate incremental cost to the Company, which is calculated based on the allocable flight-specific costs of the personal flights (including, where applicable, return flights with no passengers) and includes costs such as fuel, catering, crew expenses, navigation fees, ground handling, unscheduled maintenance, ground transportation and air phones, but excludes fixed costs such as depreciation and overhead costs, (b) $198,103 for the Company’s cost to provide security to Mr. Goldstein, (c) $166,570$98,777 for the reimbursement of taxes relating to this personal aircraft usage and (d) country club dues. The amount in the table for Mr. Raphaelson consists of $191,100 for accrued dividends received upon the vesting of his restricted stock during 2015. The amount in the table for Mr. Markantonis consists of $33,612 for movingdues and relocation costs. The amount in the table for Mr. Quartieri consists of $46,442 for accrued vacation pay.

other fringe benefits.

(v)

Our executive officers, as well as certain other employees, are also entitled to use workout facilities at the Canyon Ranch Spa at The Venetian Resort Hotel Casino and The Palazzo Resort Hotel Casino in Las Vegas and to receive dry cleaning services. The Company requires these executives to reimburse it in full for their use of these facilities and services. On certain occasions, an executive officer’s spouse or other immediate family member has accompanied the executive officer on business-related flights on aircraft that we own or lease or provide pursuant to time sharing agreements. The Company also permits certain of its named executive officers to use Company personnel for home repairs during business hours on a limited basis. The Company requires that these executives reimburse it in full for these services. There is no incremental cost to the Company for any of these benefits.

(4)

Mr. Markantonis joined the Company in March 2015.

(5)

Mr. Quartieri resigned from the Company on November 10, 2015.

2015


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Table of Contents

2018 Grants of Plan-Based Awards

The following table presents information on potential payment opportunities in respect of 20152018 performance for Messrs. Adelson, Goldstein, Raphaelson, MarkantonisDumont and Quartieri under our Executive Cash Incentive PlanJacobs and equity awards granted to them during 20152018 under our 2004 Equity Award Plan.

     Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1)		  All Other
Stock
Awards:
Number of
Shares
of Stock  or
Units
(#)		  All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)		  Exercise or
Base Price
of Option
Awards
($/Sh)		  Grant Date
Fair Value of
Stock and
Option
Awards(2)
($)		 

Name

 Grant
Date		  Threshold
($)		  Target
($)		  Maximum
($)		     

Sheldon G. Adelson

  2/4/15        149,712   $55.41   $1,825,000  
  2/4/15       22,167     $1,228,273  

Base bonus

   —   $2,051,851   $2,051,851      

Annual supplemental bonus

   —   $2,746,666   $5,493,332      

Robert G. Goldstein

        

Annual bonus

   —   $3,250,000    —      

Ira H. Raphaelson

        

Annual bonus

   —   $1,750,000    —      

George M. Markantonis

  3/30/15        100,000   $55.29   $1,137,000  

Annual bonus

   —   $825,000    —      

Michael A. Quartieri

        

Annual bonus

   —   $221,413    —      

Plan:
    
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1)
 All Other
Stock
Awards:
Number of
Shares
of Stock or
Units
(#)		 All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)		 Exercise or
Base Price
of Option
Awards
($/Sh)		 
Grant Date
Fair Value of
Stock and
Option
Awards(2)
($)
Name Grant
Date		 Threshold
($)		 Target
($)		 Maximum
($)		 
Sheldon G. Adelson 2/2/18         81,234 $75.18
 $1,000,000
Annual bonus   $—
 $12,500,000
 $12,500,000
        
Robert G. Goldstein 11/20/18         2,500,000 $50.33
 $15,875,000
Annual bonus   $—
 $3,400,000
 $3,400,000
        
Patrick Dumont           
    
Annual bonus   $—
 $1,200,000
 $1,200,000
        
Lawrence A. Jacobs(3)
           
    
Annual bonus   $—
 $—
 $—
        
____________________
(1)

The amounts shown in these columns for Mr. Adelson represent a range of potential incentive payment opportunities for 20152018 based on certain specified annualized EBITDA assumptions under hisMr. Adelson’s employment agreement and our Executive Cash Incentive Plan. Threshold amounts are not included in the table because, inIn accordance with his employment agreement, Mr. Adelson is not entitled to receive a baseAdelson’s annual cash bonus payment unlessmay range from $0 (if the Company achieves less than 85% of the 2015predetermined EBITDA-based performance target) to a maximum 250% of his annual base bonus EBITDA performance target. Mr. Adelson is not entitled to receive an annual supplemental bonus payment unlesssalary (if the Company achieves at least 80%100% or greater of the 2015 annual supplemental bonus EBITDApredetermined EBITDA-based performance target. Under their employment agreements or other arrangements with the Company,target). For 2018, Messrs. Goldstein Raphaelson and Markantonis are, and Mr. Quartieri was, eligible to receive discretionary bonuses based solely on the Company’s achievement of EBITDA-based performance objectives. For 2015, Messrs. Goldstein, Raphaelson, Markantonis and QuartieriDumont were eligible to receive discretionary bonuses of 100%, 100%, 75% and 50%, respectively, of their annual base salaries, (pro-rated for the periods of employment for Mr. Markantonis and Mr. Quartieri), provided the threshold performance targets, to the extent set by the Compensation Committee, were met. See the discussion below under “— Employment Agreements,” as well as above under “Compensation Discussion and Analysis—Analysis — Elements of Executive Officer Compensation and Why We Chose to Pay Each Element—Element — Short-term Incentives” for more information regarding bonus incentive awards.

(2)

Calculated based on the aggregate grant date fair value computed in accordance with accounting standardsASC Topic 718 regarding share-based payments. For a discussion of the relevant assumptions used in the calculation of these amounts, see Note 1416 to the consolidated financial statements for the year ended December 31, 20152018, included in the Company’s 20152018 Annual Report on Form 10-K.

Employment Agreements

The executive employment agreements and other arrangements provide for the payment
(3)
Mr. Jacobs does not participate in the Executive Cash Incentive Plan, but under his employment agreement, Mr. Jacobs is eligible to receive a discretionary annual bonus based on performance criteria established by the Chief Executive Officer, which is reported in the “Bonus” column of the 2018 Summary Compensation Table.


29


Table of base salary, cash incentive bonuses and equity incentive awards as described below.

Mr. Adelson.    Mr. Adelson’s employment agreement provides for an annual base salary. He also is eligible for target base bonus and annual supplemental bonus payments and annual awards of options to purchase shares of Common Stock and shares of restricted stock as described under “Compensation Discussion and Analysis —Elements of Executive Officer Compensation and Why We Chose to Pay Each Element.”

Mr. Goldstein.    Mr. Goldstein’s employment agreement provides for an annual base salary and a grant of 2,250,000 stock options. Mr. Goldstein also is eligible to receive a discretionary annual bonus of 100% of his base salary, or $3,250,000, based on performance criteria approved by the Compensation Committee in accordance with the Company’s Management Incentive Program. On December 9, 2014, Mr. Goldstein received the grant of stock options, of which 250,000 vested on December 9, 2015, 350,000 vest on December 9, 2016, 400,000 vest on December 9, 2017, 250,000 vest on December 9, 2018, and 1,000,000 vest on December 31, 2019.

Mr. Raphaelson.    Mr. Raphaelson’s 2011 Employment Agreement provided and his 2016 Employment Agreement provides for an annual base salary. Under his 2011 Employment Agreement, Mr. Raphaelson was eligible to receive an annual cash bonus for 2015 of a maximum of 100% of his annual base salary, or $1,500,000, based on the achievement of Company and personal performance objectives and subject to the Company’s Management Incentive Program. In December 2013, Mr. Raphaelson and the Company agreed that his annual bonuses for the remainder of the term of his 2011 Employment Agreement would be based solely on the Company’s achievement of EBITDA-based performance targets established by the Compensation Committee. On November 1, 2011, Mr. Raphaelson received a grant of 42,000 restricted stock units pursuant to his 2011 Employment Agreement. The restricted stock units vested in equal amounts on November 1, 2014 and November 1, 2015. Under his 2016 Employment Agreement, Mr. Raphaelson is eligible for an annual bonus with a maximum of 100% of his base salary, or $1,750,000, subject to the achievement of personal performance criteria approved by the Chief Executive Officer and established by the Compensation Committee. In addition, he received a grant of 150,000 stock options, which will vest in four equal installments of 37,500 on December 31, 2016, 2017, 2018 and 2019.

Mr. Markantonis.    Mr. Markantonis’s employment agreement provides for an annual base salary and a grant of 100,000 stock options. Under his employment agreement, Mr. Markantonis also is eligible to receive a discretionary bonus of 75% of his base salary, or $825,000, based on the achievement of Company and personal performance goals and subject to the Company’s Management Incentive Program. On March 30, 2015, Mr. Markantonis received the grant of stock options, which will vest in four equal installments of 25,000 on March 17, 2017, 2018, 2019 and 2020.

Mr. Quartieri.    Mr. Quartieri did not have an employment agreement with us.

For additional information about the employment agreements, see “Compensation Discussion and Analysis —Elements of Executive Officer Compensation and Why We Choose to Pay Each Element — Employment Agreements” and “— Potential Payments Upon Termination or Change in Control.”

Contents


Outstanding Equity Awards at 20152018 Fiscal Year-End

The following table sets forth information concerning Las Vegas Sands Corp.our stock options and shares of restricted stock and restricted stock units held by Messrs. Adelson, Goldstein, Raphaelson, MarkantonisDumont and Quartieri atJacobs as of December 31, 2015.

  Option Awards  Stock Awards 

Name

 Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable		  Number of
Securities
Underlying
Unexercised
Options
(#) Unexercisable		  Option
Exercise
Price
($)		   Option
Expiration
Date		  Number of
Shares or
Units of Stock
That Have
Not Vested
(#)		  Market Value
of Shares or
Units of Stock
That Have
Not Vested(9)
($)		 

Sheldon G. Adelson

  —    12,856(1)  $49.80     2/8/2022    44,287(8)  $1,941,542  
  —    28,779(2)  $51.08     1/28/2023    
  13,793    41,376(3)  $75.26     1/27/2024    
  —    149,712(4)  $55.41     2/3/2025    

Robert G. Goldstein

  30,988    —   $83.86     3/29/2017    
  39,155    —   $70.84     3/28/2018    
  250,000    2,000,000(5)  $56.11     12/8/2024    

Ira H. Raphaelson

  —    —    —     —    

George M. Markantonis

  —    100,000(6)  $55.29     3/16/2025    

Michael A. Quartieri

  10,000(7)   —   $79.60     11/9/2016    
  15,000(7)   —   $66.85     4/22/2018    

2018:
  Option Awards Stock Awards
Name Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable		 Number of
Securities
Underlying
Unexercised
Options
(#) Unexercisable		 Option
Exercise
Price
($)		 Option
Expiration
Date		 Number of
Shares or
Units of Stock
That Have
Not Vested
(#)		 
Market Value
of Shares or
Units of Stock
That Have
Not Vested(1)
($)
Sheldon G. Adelson 55,169
 —
 $75.26
 1/27/2024 31,407
(2) 
$1,634,734
  —
 37,428
(3) 
$55.41
 2/3/2025    
  —
 155,982
(4) 
$40.87
 1/25/2026    
  —
 153,619
(5) 
$55.47
 1/22/2027    
  38,536
 77,070
(6) 
$63.26
 9/5/2027    
  —
 81,234
(7) 
$75.18
 2/1/2028    
Robert G. Goldstein 1,250,000
 1,000,000
(8) 
$56.11
 12/8/2024    
  —
 2,500,000
(9) 
$50.33
 11/19/2028    
Patrick Dumont 75,000
 425,000
(10) 
$52.53
 3/28/2026    
Lawrence A. Jacobs —
 133,333
(11) 
$54.73
 9/5/2026    
____________________
(1)

The remaining unvested portion of this stock option grant vested on January 1, 2016.

(2)

The remaining unvested portion of this stock option grant vests in two equal installments on January 1, 2016 (which has vested) and January 1, 2017.

(3)

The remaining unvested portion of this stock option grant vests in three equal installments on January 1, 2016 (which has vested), January 1, 2017 and January 1, 2018.

(4)

The stock option grant vests in four equal installments on January 1, 2016 (which has vested), January 1, 2017, January 1, 2018 and January 1, 2019.

(5)

This stock option grant vests as follows: 350,000 options vest on December 9, 2016, 400,000 options vest on December 9, 2017, 250,000 options vest on December 9, 2018 and 1,000,000 options vest on December 31, 2019.

(6)

The stock option grant vests in four equal installments on March 17, 2017, March 17, 2018, March 17, 2019 and March 17, 2020.

(7)

These options were subsequently forfeited on February 8, 2016 in connection with Mr. Quartieri’s resignation from the Company.

(8)

The remaining unvested portion of restricted stock awards as to 5,954 shares vested on January 1, 2016, the remaining unvested portion of restricted stock awards as to 16,166 shares vests in two equal installments on January 1, 2016 (which has vested) and January 1, 2017, with the remaining unvested portion of restricted stock awards as to 22,167 shares vesting in three equal installments on January 1, 2016 (which has vested), January 1, 2017 and January 1, 2018.

(9)

Market value is determined based on the closing price of our Common Stock of $43.84$52.05 on December 31, 20152018, as reported on the NYSE and equals the closing price multiplied by the number of shares underlying the grants forgrants.

(2)
The remaining unvested portion of restricted stock awards vests as follows: 23,109 shares vested on January 1, 2019 and 8,298 shares vest on January 1, 2020.
(3)
The remaining unvested portion of this stock option grant vested on January 1, 2019.
(4)
The remaining unvested portion of this stock option grant vests in two equal installments on January 1, 2019 and 2020.
(5)
The stock option grant vests as follows: 51,207 options vested on January 1, 2019 and 51,206 options vest on January 1, 2020 and 2021.
(6)
The remaining unvested portion of this stock option grant vests in two equal installments on September 6, 2019 and 2020.
(7)
The remaining unvested portion of this stock option grant vests in three equal installments on February 2, 2019, 2020 and 2021.
(8)
The remaining unvested portion of this stock option grant vests on December 31, 2019.
(9)
This stock option grant vests in five equal installments on January 1, 2021, 2022, 2023 and 2024 and December 31, 2024.
(10)
The remaining unvested portion of this stock option grant vests as follows: 75,000 options vest on December 31, 2019, and the remaining 350,000 options vest on December 31, 2020.
(11)
Under Mr. Adelson.

Jacob’s amended employment agreement, 66,667 of the remaining unvested options will be accelerated and vest on the date of his departure after March 31, 2019, subject to approval by the Compensation Committee, and the remaining 66,666 options vest on September 6, 2020.


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Option Exercises and Stock Vested in 2015

2018

The following table sets forth information concerning the exercise of stock options and the vesting of restricted stock awards by theour named executive officers during 2015.

   Option Awards   Stock Awards 

Name

  Number of Shares
Acquired on
Exercise
(#)		   Value Realized  on
Exercise(1)
($)		   Number of Shares
Acquired on Vesting
(#)		   Value Realized
on Vesting(2)
($)		 

Sheldon G. Adelson

   39,883    $487,945     25,614    $1,489,710  

Robert G. Goldstein

   353,254    $16,875,597     225,000    $9,864,000  

Ira H. Raphaelson

   —    $—     21,000    $1,039,710  

George M. Markantonis

   —    $—     —    $—  

Michael A. Quartieri

   36,750    $978,019     —    $—  

2018:
  Option Awards Stock Awards
Name Number of Shares
Acquired on
Exercise
(#)		 
Value Realized on
Exercise(1)
($)
 Number of Shares
Acquired on Vesting
(#)		 
Value Realized
on Vesting(2)
($)
Sheldon G. Adelson 166,626
 $4,377,847
 30,498
 $2,119,306
Robert G. Goldstein 39,155
 $202,040
 —
 $—
Patrick Dumont 75,000
 $1,254,375
 —
 $—
Lawrence A. Jacobs 66,667
 $414,595
 —
 $—
____________________
(1)

The value realized on exercise is the difference between the market price of our Common Stock as reported on the NYSE at the time of exercise minusand the closing price of our Common Stock at the time of grant, timesmultiplied by the number of exercised stock options.

(2)

Market value on each vesting date is determined based on the closing price of our Common Stock as reported on the NYSE on the applicable vesting date (or the last trading date before the vesting date if the vesting date falls on a non-trading date) and equals the closing price multiplied by the number of vested shares.


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Potential Payments Upon Termination or Change in Control

Employment Agreements

The employment agreements for Messrs. Adelson, Goldstein, RaphaelsonDumont and MarkantonisJacobs in effect on December 31, 20152018, provide or provided for payments and the continuation of benefits upon certain terminations of employment, and/or if there isincluding a change in control of the Company. All payments under the executive employment agreements for Messrs. Adelson, Goldstein, RaphaelsonDumont and MarkantonisJacobs in connection with a termination of employment are subject to the applicable named executive officer’s agreement to release the Company from all claims relating to his employment and the termination of his employment. These named executive officers also are subject to covenants restricting their ability to compete with the Company or to hire Company employees for a specified period following termination of employment. The following summaries are qualified in all respects by the terms of the applicable employment agreements and applicable law.

Mr. Adelson

In the event of a termination of Mr. Adelson’s employment for cause (as defined below) or his voluntary termination (other than for good reason (as defined below))a retirement or within the two-year period following a change in control), all of his salary and benefits will immediately cease (subject to any requirements of law).

In the event of a termination of Mr. Adelson’s employment by us without cause or a voluntary termination by Mr. Adelson terminates his employment for good reason (as defined below) other than during the two-year period following a change in control (as defined in the Company’s 2004 Equity Award Plan and below), we will be obligated to pay or provide Mr. Adelson with:

all accrued and unpaid base salary and bonus(es)bonus through the date of termination;

his base salary and base bonus, if applicable, forhe would have received had he remained employed through the remainder of the term of his employment agreement, or if he becomes employed elsewhere, the difference, if any, between 50% of the salary and bonus compensation earned in such other employment and the salary and base bonus, if applicable, payable under his employment agreement with us;

twelve months, whichever is longer;

a pro rata annual supplemental bonus for the year of termination of employment at the time the bonus would normally be paid;

paid based on the amount of bonus Mr. Adelson would have earned if he had remained employed for the full year;

full vesting of all unvested options and restricted stock outstanding on the date of termination of employment;employment, with all option awards remaining exercisable during the full original term of the option; and

continued health and welfare benefits for the remainder of the term of the employment agreement (or, if longer, for twelve months following the date of termination, or, if earlier, until he receives health and welfare coverage from a subsequent employer).

In the event of a termination of Mr. Adelson’s employment by us without cause or a termination by Mr. Adelson terminates his employment for good reason within the two-year period following a change in control or Mr. Adelson’s voluntary termination at any time during the one-year period following a change in control, we will be obligated to pay or provide Mr. Adelson with:

all accrued and unpaid base salary and bonus(es)bonus through the date of termination;

a lump sum payment of two times the sum of his salary plus, if applicable, his target base bonus and target annual supplemental bonusthe Maximum Bonus for the year of termination;

a pro rata portion of the Maximum Bonus for the year of termination of employment;

full vesting of all unvested options and restricted stock awards outstanding on the date of termination of employment;

a pro rata target base bonus and target annual supplemental bonus foremployment, with all option awards remaining exercisable during the yearfull original term of termination of employment;the option; and

continued health and welfare benefits for two years following termination (or, if earlier, until Mr. Adelson receives health and welfare coverage from a subsequent employer).

If the change in control, however, does not satisfy the definition of a change in the ownership or effective control of a corporation or a change in the ownership of a substantial portion of the assets of a corporation, pursuant to Section 409A of the Code, then the payment of two times salary plus base bonusthe Maximum Bonus will be paid ratably for the remainder of the term of the employment agreement and the pro rata annual bonusportion of the Maximum Bonus for the year of termination will be paid at the same time annual bonuses would normally be paid to other executive officers of the Company.


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Table of Contents

In the case of a termination of Mr. Adelson’s employment due to his death or disability (as defined in his employment agreement)agreement and below), Mr. Adelson (or his estate) will be entitled to receive:

all accrued and unpaid base salary and bonus(es)bonus through the date of termination;

continued payments of base salary and if applicable, baseannual bonus he would have received had he remained employed through the twelve months following the date of termination, less any applicable short-term disability insurance payments, for a period of 12 months following the date of termination of employment;

payments;

accelerated vesting of options and restricted stock awards such that all such options and awards that would have vested during the 12-month period following the date of termination will become vested as of the date of termination of employment; and

a pro rata annual supplemental bonus payable at the time the bonus would normally be paid.

In the event of a termination of Mr. Adelson’s employment due to his retirement or a non-renewal termination, we will be obligated to pay or provide Mr. Adelson with:

all accrued and unpaid base salary and bonus(es) through the date of termination;

in the case of his retirement, a pro rata annual bonus for the year of termination of employment at the time the bonus would normally be paid;paid based on the amount of bonus Mr. Adelson would have earned if he had remained employed for the full year;

full vesting of all unvested options and

restricted stock awards outstanding on the date of termination of employment, with all option awards remaining exercisable during the full original term of the option; and

continued health and welfare benefits, including for Mr. Adelson’s covered dependents, for twelve months following the date of termination.

In the event of a termination of Mr. Adelson’s employment due to his retirement (other than within the two-year period following a change in control), we will be obligated to pay or provide Mr. Adelson with:
all accrued and unpaid base salary and bonus through the date of termination;
a pro rata bonus for the year of termination of employment at the time the bonus would normally be paid based on the amount of bonus Mr. Adelson would have earned if he had remained employed for the full year;
continued vesting of all equity awards (including incentive awards granted under his employment agreement) in accordance with their terms so that all such awards continue to vest and any exercise periods continue, at the same rate as if Mr. Adelson had remained employed by the Company.

Company; and

If Mr. Adelson terminates his employment on or after the last day of a fiscal year but before the actual grant date of the restricted stock award

continued health and welfare benefits for that fiscal year, he will be granted a fully vested award for that fiscal year on the date the award would have otherwise been made (and subject to the applicable performance target being achieved) equal to the number of shares he would have been awarded multiplied by thetwelve months following applicable percentage:

termination.

0% if the termination was for cause or a voluntary termination (other than for good reason or retirement);

•

33Definitions. 1/3% if the termination was due to death or disability; and

100% if the termination is by us without cause or by the executive for good reason or due to retirement.

Definitions.The terms “cause,” “disability,” “good reason” and “change in control” are defined in Mr. Adelson’s employment agreement as follows:

Mr. Adelson may be terminated by the Company for “cause” if:

he is convictedthe Board determines there has been a final and non-appealable revocation of a felony, misappropriates any material funds or material property of the Company, its subsidiaries or affiliates, commits fraud or embezzlement with respect to the Company, its subsidiaries or affiliates or commits any material act of dishonesty relating to his employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates;

he uses alcohol or drugs that render him materially unable to perform the functions of his job or carry out his duties to the Company and fails to correct his behavior following written notice;

he materially breaches his employment agreement and fails to correct the breach following written notice;

he commits any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company, its subsidiaries or affiliates; or

his gaming license is revoked or suspended by the Nevada gaming authorities and he fails to correct the situation following written notice;authorities; provided, that in the event that the revocation or suspension occurs without there having been any fault on his part, the termination will be treated in the same manner as a termination due to disability instead of for “cause.”

The term “disability” is defined in Mr. Adelson’s employment agreement to mean that Mr. Adelson shall, in the opinion of an independent physician selected by agreement between the Board of Directors and Mr. Adelson, become so physically or mentally incapacitated that he is unable to perform the duties of his employment for a continuous period of six consecutive full months.
Mr. Adelson may terminate his employment with the Company for “good reason” if:

the Company fails to maintain him as Chairman of the Board of Directors, andexcept as otherwise required by applicable law or regulation, or the sole Chief Executive Officer, unless the Board determines that these positions must be held by someone other than Mr. Adelson due to applicable statutory, regulatory or stock exchange requirements, or if this practice is common among companies of similar size in similar industries to us, and the Board determines that this practice constitutes best practices of corporate governance;

Officer;

the Company reduces his base salary;

subject to specified exceptions, the Company reduces his target base bonus, target annual bonus or target incentive award opportunity;

there is a materialreduction in Mr. Adelson’s base salary, maximum annual bonus opportunity, benefits or perquisites;

there is any requirement that Mr. Adelson report directly to any person or entity other than the Board;
any relocation of the Company’s headquarters or Mr. Adelson’s primary office location, in either case to a location more than 30 miles from its location as of the effective date of the agreement;
there is a change in his duties and responsibilities that would cause his position to have less dignity, importance, authority or scope than intended at the timeeffective date of the agreement, except for changes resulting from a transaction in which the Company becomes a subsidiary of another company, so long as his duties and responsibilities are not materially changed as they relate solely to the Company;agreement; or

the Company materially breaches the employment agreement.


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Table of Contents

A “change in control” occurs upon:

•

the acquisition by any individual, entity or group of beneficial ownership of 50% or more (on a fully diluted basis) of either the then outstanding shares of the Company’s Common Stock or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors;provided,however, that the following acquisitions shall not constitute a change in control: (I) any acquisition by the Company or any affiliate (as defined), (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any affiliate, (III) any acquisition by Mr. Adelson or any related party (as defined) or any group of which Mr. Adelson or a related party is a member, (IV) certain reorganizations, recapitalizations, mergers, consolidations, statutory share exchanges or similar forms of corporate transaction that do not result in a change of ultimate control of more than 50% of the total voting power of the resulting entity or the change in a majority of the board of directors, or (V) in respect of an executive officer, any acquisition by the executive officer or any group of persons including the executive officer (or any entity controlled by the executive officer or any group of persons including the executive officer);

the acquisition by any individual, entity or group of beneficial ownership of 50% or more (on a fully diluted basis) of either the then outstanding shares of the Company’s Common Stock or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute a change in control: (i) any acquisition by the Company or any affiliate (as defined), (ii) any acquisition by any employee benefit plan sponsored or maintained by the Company or any affiliate, (iii) any acquisition by Mr. Adelson or any related party (as defined in his employment agreement) or any group of which Mr. Adelson or a related party is a member, (iv) certain reorganizations, recapitalizations, mergers, consolidations, statutory share exchanges or similar forms of corporate transaction that do not result in a change of ultimate control of more than 50% of the total voting power of the resulting entity or the change in a majority of the Board of Directors, or (v) in respect of an executive officer, any acquisition by the executive officer or any group of persons including the executive officer (or any entity controlled by the executive officer or any group of persons including the executive officer);

the incumbent members of the boardBoard of directorsDirectors on the date that the agreement was approved by the incumbent directors or directors elected by stockholder vote (other than directors elected as the result of an actual or threatened election contest) cease for any reason to constitute at least a majority of the board;

the Company’s dissolution or liquidation;

the sale, transfer or other disposition of all or substantially all of the Company’s business or assets other than any sale, transfer or disposition to Mr. Adelson or one of his related parties; or

the consummation of certain reorganizations, recapitalizations, mergers, consolidations, statutory share exchanges or similar forms of corporate transaction unless, immediately following any such business combination, there is no change of ultimate control of more than 50% of the total voting power of the resulting entity or change in a majority of the boardBoard of directors.

Directors.

Mr. Goldstein

Mr. Goldstein’s amended employment agreement provides that, in the event thatif his employment is terminated by the Company for cause (as defined in his employment agreement and below), then Mr. Goldstein would be entitled to receive:

base salary through the date of termination of employment; and

•

the “Goldstein Standard Benefits” consisting of:

the “Goldstein Standard Benefits” consisting of:

reimbursement for expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company; and

such other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs.

In the event that Mr. Goldstein’s employment is terminated by the Company without cause (and other than due to his death or disability), or Mr. Goldstein terminates his employment for good reason (as defined in his employment agreement and below), then, pursuant to his employment agreement, Mr. Goldstein would be entitled to receive, in addition to the Goldstein Standard Benefits:

continuation of his base salary for 12twelve months following termination of employment (or, if shorter, the remainder of the initial term of his employment agreement).

Under Mr. Goldstein’s employment agreement, he is permitted to terminate his employment with the Company upon 30 days’ written notice following a change in control (as defined in his employment agreement andthe Company’s 2004 Equity Award Plan, as well as in the description of Mr. Adelson’s employment agreement above); provided that his termination of employment may not be effective until 12twelve months following the change in control. Under those circumstances, he would be entitled to receive:

all accrued and unpaid base salary and previously earned bonus(es) through the date of termination;

a lump sum payment of two (2) times his base salary;


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Table of Contents

accelerated vesting of the grant of 375,000 shares of restricted stock granted to Mr. Goldstein on March 8, 2012 under his prior employment agreement (which grant vested in full on December 31, 2015) and the 2,250,000 stock options granted to Mr. Goldstein on December 9, 2014, under his employment agreement and accelerated vesting of the grant of 2,500,000 stock options granted on November 20, 2018, under his amended employment agreement; and

continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for two years following the date of termination, provided that the Company’s obligation to provide these benefits shall cease under certain circumstances.

Under his employment agreement, in the event thatif Mr. Goldstein’s employment with the Company is terminated due to his death or disability (as defined in his employment agreement and below), then Mr. Goldstein or his estate, as the case may be, would be entitled to receive, in addition to the Goldstein Standard Benefits:

continuation of his base salary for 12twelve months following termination of employment (or, if shorter, the remainder of the initial term of his employment agreement), less (1) any short-term disability insurance proceeds he receives during such period in the event termination of his employment is due to his disability and (2) any life insurance proceeds Mr. Goldstein’s estate receives from company-paid life insurance policies in the event of his death;

and

accelerated vesting of the grant of 375,000 shares of restricted stock granted to Mr. Goldstein on March 8, 2012 under his prior employment agreement for the portion of the restricted stock award that would have vested during the 12-month period following the date of termination (which grant vested in full on December 31, 2015); and

accelerated vesting of the grant of 2,250,000 stock options granted to Mr. Goldstein on December 9, 2014 under his employment agreement in the event of a termination of his employment in the 2019 calendar year for that portion of the stock option grant that would have vested during the 2019 calendar year.

In addition, under his amended employment agreement, in the event Mr. Goldstein’s employment with the Company is terminated due to his death or disability, then Mr. Goldstein or his estate, as the case may be, would be entitled to receive payment in an amount equal to 100% of his then target bonus if employment is terminated between January 1, 2020 and December 31, 2024.
Definitions.The terms “cause,” “disability” and “good reason” are defined in Mr. Goldstein’s employment agreement as follows:

Mr. Goldstein may be terminated by the Company for “cause” if:

he is convicted of a felony or misappropriates any material funds or material property of the Company, its subsidiaries or affiliates;

he commits fraud or embezzlement with respect to the Company, its subsidiaries or affiliates;

he commits any material act of dishonesty relating to his employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates;

he uses alcohol or drugs that render him materially unable to perform the functions of his job or to carry out his duties to the Company and he fails to correct the situation following written notice;

he commits a material breach of his employment agreement and he fails to correct the situation following written notice;

he commits any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company, its subsidiaries or affiliates; or

his gaming license is withdrawn with prejudice, denied, revoked or suspended by any of the gaming authorities with jurisdiction over the Company or its affiliates and he fails to correct the situation following written notice.

The term “disability” is defined in Mr. Goldstein’s employment agreement to mean that Mr. Goldstein shall, in the opinion of an independent physician selected by agreement between the Board of Directors and Mr. Goldstein, become so physically or mentally incapacitated that he is unable to perform the duties of his employment for an aggregate of 180 days in any 365-day consecutive period or for a continuous period of six consecutive months.


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Table of Contents

The term “good reason” is defined in Mr. Goldstein’s employment agreement to mean:mean the occurrence of any of the following without Mr. Goldstein’s consent:

the Company’s removal of Mr. Goldstein from the position of President and Chief Operating Officer of the Company; or

any other material adverse change in Mr. Goldstein’s status, position, duties or responsibilities (which shall include any adverse change in the reporting relationships described in his employment agreement), which is not cured within thirty (30)30 days after written notice thereof is delivered by Mr. Goldstein to the Company.

Mr. Raphaelson

Dumont

Mr. Raphaelson’s 2011 Employment Agreement (which was effective until November 1, 2015) provided that, in the event thatDumont’s employment agreement provides if his employment wasis terminated by the Company for cause (as defined in his 2011 Employment Agreementemployment agreement and below), death or disability, or Mr. Dumont terminates his employment agreement without good reason (as defined in his employment agreement and below), then Mr. RaphaelsonDumont would be entitled to receive:

receive the “Dumont Standard Benefits” described below:

continuation of his base salary through the date of termination of employment; and

•

the “Raphaelson 2011 Standard Benefits” consisting of:

reimbursement for expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company; and

such other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs.

In the event that Mr. Raphaelson’s employment was terminated by the Company without cause or by Mr. Raphaelson for good reason (as defined in his 2011 Employment Agreement and below), then, pursuant to his 2011 Employment Agreement, Mr. Raphaelson would be entitled to receive:

continuation of his base salary for (a) 12 months if his employment was terminated by the Company without cause or by Mr. Raphaelson for good reason other than due to a change of control, subject to offset if Mr. Raphaelson obtained replacement employment, and (b) three months if Mr. Raphaelson terminated his employment for good reason due to a change of control after November 1, 2014, with no offset if Mr. Raphaelson obtained replacement employment;

the pro-rated portion of the annual bonus Mr. Raphaelson would have earned during the year his 2011 Employment Agreement was terminated;

reimbursement for reasonable expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company;

continued vesting of all equity awards granted during the term of Mr. Raphaelson’s employment, other than his sign-on equity award, for 12 months following his termination date; and

continued participation in the health and welfare benefit plans of the Company for Mr. Raphaelson and his spouse and dependents, if any, for (a) 12 months if Mr. Raphaelson’s employment was terminated by the Company without cause and (b) three months if Mr. Raphaelson terminated his employment for good reason.

In the event that Mr. Raphaelson’s employment was terminated upon the expiration of the term of his 2011 Employment Agreement without renewal or superseding agreement between the parties, then Mr. Raphaelson would be entitled to receive, in addition to the Raphaelson 2011 Standard Benefits:

base salary through the date of termination of employment;

a pro-rated cash (but not equity) bonus for 2015 when such bonuses are awarded; and

continued vesting of equity awards granted during the term of Mr. Raphaelson’s employment, other than his sign-on equity award, for 12 months following his termination date.

In the event that Mr. Raphaelson’s employment was terminated due to his death or disability (as defined in his 2011 Employment Agreement and below), then, pursuant to his 2011 Employment Agreement, Mr. Raphaelson or his estate, as the case may be, would be entitled to receive:

continuation of his base salary for a 12-month period following the termination of his employment;

reimbursement for reasonable expenses incurred but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company;

continued vesting of all stock option awards for 12 months following his termination date; and

continued participation in the health and welfare benefit plans of the Company for Mr. Raphaelson and his spouse and dependents, if any, for 12 months.

Mr. Raphaelson’s 2016 Employment Agreement (which was effective as of November 1, 2015) provides that, in the event that his employment is terminated by the Company for cause (as defined in his 2016 Employment Agreement and below), then Mr. Raphaelson would be entitled to receive:

his base salary through the date of termination of employment; and

•

the “Raphaelson 2016 Standard Benefits” consisting of:

reimbursement for expenses incurred but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company; and

such other compensation and benefits as may be required by applicable law.

Mr. Raphaelson’s 2016 Employment Agreement provides that, in

In the event thatMr. Dumont’s employment is terminated by the Company terminates his employment without cause (and other than due to his death or disability, a change in control or a notice

termination) or he terminates his employment agreement for good reason, (each term as defined inthen, pursuant to his employment agreement, Mr. Raphaelson’s 2016 Employment Agreement and below), Mr. RaphaelsonDumont would be entitled to receive, in addition to the Raphaelson 2016Dumont Standard Benefits:

continuation of his base salary for a 12-month periodtwelve months following the termination of his employment;

and

relocation to the city of his choice in the continental United States, subject to the Company’s relocation policy; and

continuedcontinuation participation in the health plans of the Company for one year following the date of his termination, provided that the Company’s obligation to provide thesesuch heath care benefits shall cease at the time he and his dependents become eligible for comparable benefits from another employer that do not exclude any pre-existing condition of he or any covered dependent that was not excluded under certain circumstances.

the Company’s health plans immediately prior to the date of termination.

Under Mr. Raphaelson’s 2016 Employment Agreement,Dumont’s employment agreement, he is permitted to terminate his employment with the Company on the 12-month anniversary ofupon 90 days’ written notice following a change in control (as defined in his 2016 Employment Agreementthe Company’s 2004 Equity Award Plan and in the description of Mr. Adelson’s employment agreement above) upon at least 90 days’ notice.; provided that his termination of employment may not be effective until twelve months following the change in control. Under those circumstances, he would be entitled to receive, in addition to the Raphaelson 2016Dumont Standard Benefits:

hisall accrued and unpaid base salary and previously earned bonus(es) through the date of termination of employmenttermination; and any previously earned but unpaid bonus for the prior year;

a lump sum payment representingof one year of base salary; and

relocation to the city of his choice in the continental United States, subject to the Company’s relocation policy.

Under his 2016 Employment Agreement, in the event that Mr. Raphaelson’s employment with the Company is terminated due to his death or disability (as defined in his 2016 Employment Agreement and below), then Mr. Raphaelson or his estate, as the case may be, would be entitled to receive:

(1) times his base salary through the date of termination of employment; and

salary.

the Raphaelson 2016 Standard Benefits.

In the event that Mr. Raphaelson’s employment with the Company is terminated because of a notice termination (as defined in his 2016 Employment Agreement and below) by the Company on or before November 1, 2016, then Mr. Raphaelson would be entitled to receive, in addition to the Raphaelson 2016 Standard Benefits:

continuation of his base salary for six months, beginning January 1, 2017;

relocation to the city of his choice in the continental United States, subject to the Company’s relocation policy;

continued participation in the Company’s health plans until January 1, 2018, provided that the Company’s obligation to provide these benefits shall cease under certain circumstances;

a bonus for 2016 when and if such bonuses are paid to other executives, pro-rated if the effective date of notice termination is prior to December 31, 2016; and

pro-rated vesting of the stock options granted under the 2016 Employment Agreement that are scheduled to vest in the year of notice termination.

In addition, the Company may, in its discretion, postpone the payment of the six months of base salary and the provision of health plan benefits for up to four months to provide for a transition period. During this transition period, Mr. Raphaelson will receive his base salary and participate in Company benefit programs, but will not receive additional pro-ration of his bonus or option vesting.

In the event that Mr. Raphaelson’s employment with the Company is terminated because of a notice termination by the Company in a subsequent year (after November 1, 2016), then Mr. Raphaelson would be entitled to receive, in addition to the Raphaelson 2016 Standard Benefits:

continuation of his base salary for six months, beginning January 1 immediately following the effective date of notice termination;

relocation to the city of his choice in the continental United States, subject to the Company’s relocation policy;

continued participation in the Company’s health plans for one year following the effective date of notice termination, provided that the Company’s obligation to provide these benefits shall cease under certain circumstances;

a bonus for the year of notice termination when and if such bonuses are paid to other executives; and

vesting of the stock options granted under the 2016 Employment Agreement that are scheduled to vest in the year of notice termination.

In addition, the Company may, in its discretion, postpone the payment of the six months of base salary and the provision of health plan benefits for up to four months to provide for a transition period. During this transition period, Mr. Raphaelson will receive his base salary and participate in Company benefit programs, but will not receive additional pro-ration of his bonus or option vesting.

Definitions.The terms “cause,”“cause”, “disability” and “good reason” wereare defined in Mr. Raphaelson’s 2011 Employment AgreementDumont’s employment agreement as follows:

Mr. RaphaelsonDumont may be terminated by the Company for “cause” if:

he is convicted ofcommits a felony or misappropriates any material funds or material property of the Company or any of its parent, subsidiaries or affiliated companies;

affiliates;

he commits fraud or embezzlement with respect to the Company or any of its parent, subsidiaries or affiliates;

he commits any material act of dishonesty relating to his employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company or its parent, subsidiaries or affiliated companies;

enrichment;

he uses alcohol or drugs that render him materially unable to perform fully the functions of his job or to carry out fully his duties to the Company and he fails to correct the situation following written notice;

he commits a materialnon de minimis breach of his 2011 Employment Agreementemployment agreement as determined by the Company in its sole discretion, and he fails to correct the situation following written notice;


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he commits any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company or its parent, subsidiaries or affiliated companies; or

his gaming license is withdrawn with prejudice, denied, revoked or suspended by the Nevada gaming authorities and he fails to correct the situation following written notice.

The term “disability” is defined in Mr. Raphaelson’s 2011 Employment Agreement to mean that Mr. Raphaelson shall, in the opinion of an independent physician selected by agreement between the Company and Mr. Raphaelson, become so physically or mentally incapacitated that he is unable to perform the duties of his employment for an aggregate of 180 days in any 365-day consecutive period or for a continuous period of six consecutive months.

The term “good reason” is defined in Mr. Raphaelson’s 2011 Employment Agreement to mean the occurrence of any of the following:

•

(i) a material breach of the 2011 Employment Agreement by the Company; (ii) a reduction in Mr. Raphaelson’s base salary; or (iii) a material change in the duties and responsibilities of office that would cause Mr. Raphaelson’s position to have less dignity, importance or scope than intended at the effective date of the agreement;provided,however, that “good reason” shall not be deemed to occur solely as a result of a transaction in which the Company becomes a subsidiary of another company, so long as the Mr. Raphaelson’s duties and responsibilities of office are not materially changed as they relate solely to the Company; or

Mr. Raphaelson discovers or the Company announces a “change of control,” which, for purposes of his 2011 Employment Agreement, is defined as Sheldon G. Adelson and the estate planning trusts of Sheldon G. Adelson currently identified in the most recent filing with the Securities and Exchange Commission (including any amendments, revisions, conversions, substitutions or otherwise of such trusts) control less than 50% of the voting equity of the Company; provided that a “change of control” ceases to constitute good reason unless Mr. Raphaelson gives notice to the Company that he is terminating his employment with the Company due to the “change of control” within 30 days after the first filing is made with the Securities and Exchange Commission by which the fact of such “change of control” could be determined.

The terms “cause,” “disability,” “good reason” and “notice termination” are defined in Mr. Raphaelson’s 2016 Employment Agreement as follows:

Mr. Raphaelson may be terminated by the Company for “cause” if:

he commits a felony or misappropriates any material funds or material property of the Company, its subsidiaries or affiliates;

he commits fraud or embezzlement with respect to the Company, its subsidiaries or affiliates;

he commits any material act of dishonesty relating to his employment by the Company resulting in direct or indirect personal gain or enrichment;

he uses alcohol or drugs that render him unable to perform the functions of his job or to carry out fully his duties to the Company and he fails to correct the situation following written notice;

he commits a breach of his 2016 Employment Agreement, other than a de minimis breach as determined by the Chief Executive Officer in his sole discretion, and Mr. Raphaelson fails to correct the situation following written notice;

he commits any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company, its subsidiaries or affiliates; or

his gaming license is withdrawn with prejudice, denied, revoked or suspended by any of the gaming authorities with jurisdiction over the Company or its affiliates and he fails to correct the situation following written notice.

The term “disability” is defined in Mr. Raphaelson’s 2016 Employment AgreementDumont’s employment agreement to mean that Mr. RaphaelsonDumont shall, in the opinion of an independent physician selected by the Company, become so physically or mentally incapacitated that he is unable to perform the duties of his employment.

The term “good reason” is defined in Mr. Raphaelson’s 2016 Employment AgreementDumont’s employment agreement to mean the occurrence of any of the following withoutfollowing:
the Company’s removal of Mr. Raphaelson’s consent:

his removalDumont from the position of the Company’s Executive Vice President and Global General Counsel;Chief Financial Officer of the Company; or

any othera material adverse change in hisMr. Dumont’s status, position, duties or responsibilities (which shall include his not reporting to the Chief Executive OfficerCEO or the Chief Executive Officer’sCEO’s designee), which is not cured within thirty (30)30 days after written notice thereof is delivered by Mr. Dumont to the Company, such notice to be delivered to the Company within 90 days following Company.

Mr. Raphaelson first obtaining actual knowledge that facts or circumstances constituting good reason exist, and he actuallyJacobs
Mr. Jacobs’ amended employment agreement provides if Mr. Jacobs terminates his employment within five days after the end of the cure period described above.

Mr. Raphaelson’s 2016 Employment Agreement and his employment thereunder will terminate on the effective date of “notice termination” with respect to 2016, or on December 31, 2017 or December 31, 2018, if either party has provided written notice to the other on or before the immediately preceding November 1 of such termination.

Mr. Markantonis

Mr. Markantonis’s employment agreement provides that in the event that his employment is terminated by the Company for cause (as defined intwo weeks’ notice of his employment agreement and below) or Mr. Markantonis terminates his employment agreement without good reason (as defined in his employment agreement and below),termination, then Mr. MarkantonisJacobs would be entitled to receive the “Markantonis Standard Benefits” described below:

following:

full payment of his base salary through the date of2018 bonus if termination occurs on or before December 31, 2018;

a pro rata bonus for 2019, payable upon termination of employment;

employment, if termination occurs after December 31, 2018;

accelerated vesting of the second tranche of options awarded and scheduled to vest on September 6, 2019, if termination occurs after March 31, 2019, subject to approval by the Compensation Committee of the Company’s Board of Directors;

relocation to the city of Mr. Jacobs’ choice in the continental U.S. pursuant to the Company’s relocation policy, if termination occurs after March 31, 2019;
reimbursement for expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company; and

such other compensation and benefits as may be required by applicable law.

Mr. Jacobs’ employment agreement provides if his employment is terminated by the Company for cause (as defined in his employment agreement and below) or Mr. Jacobs terminates his employment agreement without good reason (as defined in his employment agreement and below), then Mr. Jacobs would be entitled to receive the “Jacobs Standard Benefits” described below:
continuation of his base salary through the date of termination of employment;
reimbursement for expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company; and
such other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs.

In the event that Mr. Markantonis’s employment is terminated by the Company without cause or he terminates his employment agreement for good reason, then, pursuant to his employment agreement, Mr. Markantonis would be entitled to receive, in addition to the Markantonis Standard Benefits:

continuation of his base salary for 12 months following termination of employment if his employment was terminated before March 1, 2016, or six months base salary if his employment was terminated thereafter;

continued participation in the Company’s health and welfare benefit plans for Mr. Markantonis and his spouse and dependents, if any, for the 12- or six-month periods described above, as applicable;

any bonus for the year prior to termination but not yet paid in the year of termination, to be paid at the time such bonuses are awarded in the ordinary course; and

a pro-rated bonus for the year of termination, to be paid at the time such bonuses are awarded in the ordinary course.

In the event that Mr. Markantonis’s employment is terminated upon the expiration of theDefinitions. The term of his employment agreement, then Mr. Markantonis would be entitled to receive, in addition to the Markantonis Standard Benefits:

any bonus awarded for the year prior to termination but not yet paid in the year of termination.

Under his employment agreement, in the event that Mr. Markantonis’s employment with the Company“cause” is terminated due to his death or disability, then Mr. Markantonis or his estate, as the case may be, would be entitled to receive, in addition to the Markantonis Standard Benefits:

continuation of his base salary for 12 months following termination of employment if his employment was terminated before March 1, 2016, or six months base salary if his employment was terminated thereafter;

continued participation in the Company’s health and welfare benefit plans for Mr. Markantonis (in the event of his disability) and his spouse and dependents, if any, for the 12- or six-month periods described above, as applicable; and

any bonus for the year prior to termination but not yet paid in the year of termination, to be paid at the time such bonuses are awarded in the ordinary course.

Definitions.    The terms “cause” and “good reason” are defined in Mr. Markantonis’sJacobs’ employment agreement as follows:

Mr. MarkantonisJacobs may be terminated by the Company for “cause” if:

he committed a felony, is convicted of a felonymisdemeanor involving moral turpitude, which materially affects his ability to perform duties or materially adversely affects the Company or its reputation or he misappropriates any material funds or material property of the Company or any of its affiliates;

Company;

he commits fraud or embezzlement with respect to the Company or anyCompany;


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Contents


he commits any material act of dishonesty relating to his employment by the Company resultingregardless of whether such act results or was intended to result in his direct or indirect personal gain or enrichment at the expense of the Company or any of its affiliates;

enrichment;

he uses alcohol, drugs or drugscontrolled substances that render him materially unable to perform the functions of his job or to carry out his duties to the Company;

any act, or failure to act, (including disclosure of confidential information) by Mr. Jacobs that is likely to prejudice the business or reputation of the Company and he failsor to correctresult in material economic or other harm to the situation following written notice;

Company;

he commits a material breach of his employment agreement and he failsor violates any law, rule or regulation of any governmental or regulatory body material to correct the situation following written notice;

he commits a material breach of the Company’s Code of Business Conduct and Ethics; or

he commits any act or acts of serious and willful misconduct (including disclosure of confidential information or other material breach of the restrictive covenants, warranties and acknowledgments included in the employment agreement) that is likely to cause a material adverse effect on the business of the Company or its affiliates;

he loses, cannot attain or has revoked or suspended any of its affiliates.

The term “good reason” is defined in Mr. Markantonis’s employment agreementlicense or certification necessary to mean anydischarge his duties on behalf of the following:

Company; or

a material breach of Mr. Markantonis’s employment agreement by the Company;

a reduction in Mr. Markantonis’s base salary;

a material change in Mr. Markantonis’s dutieshe willfully or responsibilities that would cause Mr. Markantonis’s positionpersistently fails to have less dignity, importance or scope than intended at the effective date ofreasonably perform his employment agreement; or

duties.

•

a change in control (as defined in Mr. Markantonis’s employment agreement and the description of Mr. Adelson’s employment agreement above);provided, that good reason shall not be deemed to occur solely as a result of a transaction in which the Company becomes a subsidiary of another company, assuming no change in control so long as Mr. Markantonis’s duties and responsibilities of office are not materially changed as they relate solely to the Company.

2004 Equity Award Plan

In the event of a change in control, (asas defined above in the definition of change in control in the employment agreements for Messrs. Adelson, Goldstein, Raphaelson and Markantonis and in theCompany’s 2004 Equity Award Plan),Plan, if our Compensation Committee so determines:

all outstanding options and equity (other than performance compensation awards) issued under the 2004 Equity Award Plan shall fully vest; and

outstanding awards may be cancelled and the value of the awards shall be paid to the participants in connection with a change in control.

participants.

In addition, performance compensation awards shall vest based on the level of attainment of the performance goals as determined by the Compensation Committee.


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Potential Payments/Benefits Upon Termination of Employment for 2015

2018

The table below sets forth information about the potential payments and benefits our named executive officers who were employed by the Company on December 31, 20152018, may receive under their employment agreements, or other arrangements, as in effect on December 31, 2015,2018, upon the termination of their employment with the Company. The amounts shown in the table below are estimates of the payments that each named executive officer would receive in certain instances assuming a hypothetical employment termination date of December 31, 2015.2018. The amounts actually payable will be determined only upon the termination of employment of each named executive officer, taking into account the facts and circumstances surrounding the named executive officer’s termination of employment, and are qualified in all respects by the terms of the applicable employment agreements and applicable law.

The information in the table assumes that:

assumes:

amounts included asin cash payments for incentive bonus payments for 2016 performance are target amounts based on the achievementeach named executive achieving 100% of their performance targets and/or goals;

the named executive officer did not become employed by a subsequent employer; and

equity awards vest fully upon a change in control, if provided in the applicable employment agreement.

Name

  Cash Payments   Acceleration of
Restricted
Stock(1)		   Acceleration
of
Options(2)		   Continued
Health Benefits		   Total 

Sheldon G. Adelson

          

-Without Cause/For Good Reason

  $6,287,825    $3,757,584    $        —    $10,000    $10,055,409  

-Change in Control

  $16,395,550    $3,757,584    $—    $20,000    $20,173,134  

-Death/Disability

  $6,420,072    $1,544,663    $—    $—    $7,964,735  

Robert G. Goldstein

          

-Without Cause/For Good Reason

  $3,250,000    $—    $—    $—    $3,250,000  

-Change in Control

  $9,750,000    $—    $—    $20,000    $9,770,000  

-Death/Disability

  $3,250,000    $—    $—    $—    $3,250,000  

Ira H. Raphaelson (3)

          

-Without Cause/For Good Reason

  $1,875,000    $—    $—    $—    $1,875,000  

-Change in Control

  $1,875,000    $—    $—    $—    $1,875,000  

-Death/Disability

  $1,500,000    $—    $—    $10,000    $1,510,000  

George M. Markantonis

          

-Without Cause/For Good Reason

  $1,766,369    $—    $—    $10,000    $1,776,369  

-Change in Control

  $1,766,369    $—    $—    $10,000    $1,776,369  

-Death/Disability

  $666,369    $—    $—    $10,000    $676,369  

Name Cash Payments 
Acceleration of
Restricted
Stock(1)
 
Acceleration
of
Options(2)
 
Continued
Health
Benefits(3)
 Total
Sheldon G. Adelson          
-Without Cause/For Good Reason $65,000,000
 $1,634,734
 $1,743,879
 $80,000
 $68,458,613
-Change in Control $47,500,000
 $1,634,734
 $1,743,879
 $40,000
 $50,918,613
-Death/Disability $30,000,000
 $1,634,734
 $1,743,879
 $20,000
 $33,398,613
Robert G. Goldstein         
-Without Cause/For Good Reason $3,400,000
 $—
 $—
 $—
 $3,400,000
-Change in Control $10,200,000
 $—
 $4,300,000
 $40,000
 $14,540,000
-Death/Disability $3,400,000
 $—
 $—
 $—
 $3,400,000
Patrick Dumont         
-Without Cause/For Good Reason $1,200,000
 $—
 $—
 $20,000
 $1,220,000
-Change in Control $2,400,000
 $—
 $—
 $—
 $2,400,000
-Death/Disability $—
 $—
 $—
 $—
 $—
Lawrence A. Jacobs(4)
          
-Without Cause/For Good Reason $—
 $—
 $—
 $—
 $—
-Change in Control $—
 $—
 $—
 $—
 $—
-Death/Disability $—
 $—
 $—
 $—
 $—
____________________
(1)

Reflects (a) the grants of restricted stock for 2015 that are earned and vest pursuant to the applicable employment agreement and (b) the value of accelerated vesting of restricted stock, based on the closing price of our Common Stock on December 31, 2015 (the last trading day2018, of 2015) of $43.84$52.05 per share. Of the amounts shown in the table, restricted stock with a value of $939,316$1,202,823 for Mr. Adelson vested during the period from January 1, 20162019 through the date of this proxy statement and, accordingly, will not be accelerated in the event of a termination of employment for this executive officer.

(2)

Reflects the value of accelerated vesting of options equal to the excess of (a) the closing price of our Common Stock on December 31, 2015 (the last trading day2018, of 2015) of $43.84$52.05 per share over (b) the applicable exercise price of the options. TheOf the amounts shown in the table, options with a value of $871,939 for Mr. Adelson vested during the period from January 1, 2019, through the date of this proxy statement and, accordingly, will not be accelerated in the event of termination of employment. Additionally, the unvested options related to Mr. Goldstein's option grant on December 9, 2014 eligible for accelerated vesting due to his death or disability or a change in control, and the unvested options for Messrs. AdelsonDumont and Goldstein that areJacobs eligible for accelerated vesting due to a change in the event of a termination of employment under their respective employment agreements,control, have an exercise price that exceeds the closing price of our Common Stock on December 31, 2015;2018; therefore, the value of these options is zero.

(3)

Reflects payments thatContinued health benefits represents the estimated cost for providing such benefits the named executive officer would have been madebe entitled to under Mr. Raphaelson’s 2011 Employment Agreement.

the remainder of the term.

Under his 2016 Employment Agreement, Mr. Raphaelson would have been


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(4)
In accordance with Mr. Jacob’s amended agreement, upon termination with the Company, Mr. Jacobs is entitled to receive a pro rata bonus for 2019 and subject to the approval by the Compensation Committe, accelerated vesting of his second tranche of options scheduled to vest on September 6, 2019.



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CEO PAY RATIO
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Adelson, our Chief Executive Officer (our “CEO”):
For the twelve months ended December 31, 2018, our last completed fiscal year:
the annual total compensation of the median employee identified in the eventprior year was $40,611; and
the annual total compensation of a terminationour CEO, as reported in the 2018 Summary Compensation Table under “Executive Compensation and Other Information,” was $24,012,913.
Based on this information, for 2018, the ratio of his employment onthe annual total compensation of Mr. Adelson, our Chief Executive Officer, to the median of the annual total compensation of all employees was591 to 1.
The median employee was first identified as of December 31, 2015:

    Cash Payments   Acceleration of
Restricted
Stock		   Acceleration
of
Options		   Continued
Health Benefits		   Total 

-Without Cause/For Good Reason

  $1,750,000    $        —    $        —    $10,000    $1,760,000  

-Change in Control

  $3,500,000    $—    $—    $—    $3,500,000  

-Death/Disability

  $—    $—    $—    $—    $—  

2017, using the following methodology and material assumptions, adjustments and estimates in effect as of December 31, 2017:

We determined, as of December 31, 2017, our employee population consisted of 50,539 individuals working at our parent company and consolidated subsidiaries, with 25% of these individuals located in the United States and 75% located outside of the United States. Of these employees, 48,346 individuals are full-time or part-time employees, with the remainder employed on a seasonal or temporary basis.
We elected to exclude our seasonal or temporary employees who haven’t worked since July 1, 2017, because they were not employees as of December 31, 2017.
We determined 2017 earnings based on the following elements:
Mr. Quartieri•

Mr. QuartieriU.S. employees: Medicare wages reported on 2017 Internal Revenue Service Form W-2,

Singapore employees: 2017 cash compensation reported to the Inland Revenue Authority of Singapore,
•the remaining employees: all cash compensation reported in the local payroll system,
we used the 12-month average exchange rate to convert each non-U.S. employee’s total compensation to U.S. dollars, and
we annualized the base salary of all full-time and part-time employees who were hired in 2017, but did not have an employment agreementwork for us or our consolidated subsidiaries for the entire fiscal year. We did not make a full-time equivalent adjustment for any employee.
Using this methodology, we determined the “median employee” was a full-time employee located in Las Vegas, with uswages and is not entitledovertime pay for the twelve-month period ended December 31, 2017, in the amount of $34,572. With respect to payments upon termination orthe annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2017 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $34,908.
The pay ratio disclosure rules also allow the Company to identify the median employee once every three years, and to continue to use the identified median employee from year 1 in subsequent years 2 and 3, unless there has been a change in control. In November 2015, Mr. Quartieri andthe Company’s employee population or employee compensation arrangements the Company entered into his Separation Agreementreasonably believes would result in connectiona significant change in the Company’s pay ratio disclosure. In 2018, no changes have occurred in the Company’s employee population or employee compensation arrangements the Company reasonably believes would significantly affect the Company’s pay ratio disclosure. Accordingly, the Company has used the median employee identified in 2017 with his resignation. Under Mr. Quartieri’s Separation Agreement, he has received or will receive:

updated annual total compensation information for 2018 to calculate the 2018 CEO pay ratio.

his pro-rated 2015 bonus, payable when (and if) such bonuses are paid;

accruedBecause the SEC rules for identifying the median employee and unpaid salary;calculating the pay ratio allow companies to use a variety of methodologies, apply certain exemptions and

make assumptions, adjustments and estimates that reflect their compensation practices, the pay ratio we report above may not be comparable to the pay ratio reported by other companies.

reimbursement for reasonable business expenses.


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DIRECTOR COMPENSATION

During 2015,2018, each of our non-employee directors received an annual cash retainer of $100,000 and an annual grant of, at each non-employee director’s election, either restricted stock or restricted stock units equal in value to $100,000. The restricted stock and restricted stock units are subject to a one-year forfeiture period and the shares may not be sold until the director retires from the Board (except to the extent necessary to cover taxes incurred as a result of the vesting of the restricted stock or restricted stock units). In 2015, Mr. Ader, Mr. Chafetz, Ms. Chau, Mr. Forman, Mr. Gerard, Mr. Jamieson, Mr. Koppelman, Mr. Leven and Mr. Levi2018, our non-employee directors each received 1,8181,287 shares of restricted stock. In addition, each non-employee director receives a one-time grant of options upon becoming a non-employee director with an aggregate value of $100,000 on the date of grant (based on the Black-Scholes option valuation model). The stock options vest in five equal installments on each of the first five anniversaries of the date of grant. In 2015, Mr. Levi received options to purchase 8,097 shares of our Common Stock upon becoming a non-employee director of our Company. The restricted stock, restricted stock units and options are granted to the directors pursuant to our 2004 Equity Award Plan.

We pay non-employee directors $1,500 for each meeting of the Board that they attend ($750 for telephonic meetings). We pay non-employee directors who are members of the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the Complianceserve on a Board Committee $1,000 for each committee meeting that they attend ($500 for telephonic meetings). During 2015,2018, we paid an annual retainer of $25,000 to the chairperson of the Audit Committee and an annual retainer of $15,000 to each member of the Audit Committee. We also paid an annual retainer of $15,000 to the chairpersons of the Compensation Committee, the Nominating and Governance Committee and the Compliance Committee, and an annual retainer of $5,000 to each member of these committees.

Non-employee directors may defer cash compensation payments into the Company’s Non-Employee Director Deferred Compensation Plan. None of the non-employee directors has elected to defer any payments to date. Non-employee directors are also reimbursed for expenses incurred in connection with their service as directors, including travel expenses for meeting attendance.

The goal of our director compensation program is to attract, motivate and retain directors capable of making significant contributions to the long term success of the Company and its stockholders. In 2015,2014, 2016 and 2018, the Compensation Committee retained AETHOS Consulting Group for advice on compensation-related matters. AETHOS Consulting Group did notto provide advice on the elements of, and amounts payable under, our director compensation during 2015. Theprogram. In 2014, the Compensation Committee may,considered information provided by AETHOS that compared our director compensation program against the director compensation programs maintained by our peer group companies, as identified by AETHOS. For purposes of this analysis, the peer group companies included 31 companies in its discretion, seekcomparable industries, compete with us for the same director talent and investment dollars, and are of similar size, complexity and scope and have other shared characteristics with us, including revenue and market capitalization. As a result of the review of our director compensation program in 2014, and based on the advice and recommendations received from AETHOS, effective as of January 1, 2015, the annual cash retainer paid to our non-employee directors was increased from $75,000 to $100,000, and the annual grant of restricted stock to our non-employee directors was increased from $75,000 to $100,000. In 2016, the Compensation Committee again considered information provided by AETHOS that compared our director compensation program against the director compensation programs maintained by our peer group companies, as identified by AETHOS based on similar criteria to those described above. As a result of the reviews of our Chief Executive Officer or anydirector compensation program in 2016, we determined our director compensation program was appropriately designed to motivate and retain our non-employee directors and align the interests of our other executive officers, in determining or recommendingnon-employee directors with the amount or forminterests of our stockholders. In 2018, the Compensation Committee requested AETHOS to prepare a report comparing our director compensation forprogram against the director compensation programs maintained by our outside directors.

2015peer group companies, as identified by AETHOS. No changes to our director compensation program have been implemented since January 1, 2015.


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In connection with the 2018 review of our director compensation program, the following peer group companies were selected by AETHOS based on the criteria described above.
• American Airlines Group Inc.• Marriott International, Inc.
• American Express Company• McDonald’s Corporation
• Caesars Entertainment Corporation• MGM Resorts International
• Carnival Corporation & plc• Nike, Inc.
• CBS Corporation• PepsiCo, Inc.
• The Coca-Cola Company• Royal Caribbean Cruises Ltd.
• Colgate-Palmolive Company• Starbucks Corporation
• Delta Air Lines, Inc.• Twenty-First Century Fox, Inc.
• General Mills, Inc.• United Continental Holdings, Inc.
• Hilton Worldwide Holdings Inc.• The Walt Disney Company
• Hyatt Hotels Corporation• Wynn Resorts, Limited
• Loews Hotels• Yum! Brands, Inc.

2018 Director Compensation Table

The following table describes the compensation arrangements with our non-employee directors for 2015.

Name

  Fees
Earned
($)		   Stock
Awards(1)
($)		   Option
Awards(2)
($)		   All Other
Compensation(3)
($)		   Total
($)		 

Jason N. Ader

  $141,556    $99,972     —    $2,116    $243,644  

Irwin Chafetz

  $108,250    $99,972     —    $2,116    $210,338  

Micheline Chau

  $127,500    $99,972     —     —    $227,472  

Charles D. Forman(4)

  $108,250    $99,972     —    $2,116    $210,338  

Steven L. Gerard

  $158,472    $99,972     —     —    $258,444  

George Jamieson

  $141,250    $99,972     —    $2,116    $243,338  

Charles A. Koppelman

  $147,000    $99,972     —    $2,116    $249,088  

Michael A. Leven(4)(5)

  $105,250    $99,972     —     —    $205,022  

David F. Levi(6)

  $126,417    $99,972    $100,000     —    $326,389  

2018:
Name Fees
Earned
($)		 
Stock
Awards(1)
($)
 
Option
Awards(2)
($)
 
All Other
Compensation(3)
($)
 Total
($)
Irwin Chafetz $108,250
 $100,000
 $—
 $4,548
 $212,798
Micheline Chau $125,500
 $100,000
 $—
 $4,548
 $230,048
Charles D. Forman(4)
 $108,250
 $100,000
 $—
 $4,548
 $212,798
Steven L. Gerard $155,750
 $100,000
 $—
 $4,548
 $260,298
George Jamieson $137,750
 $100,000
 $—
 $4,548
 $242,298
Charles A. Koppelman $145,250
 $100,000
 $—
 $4,548
 $249,798
Lewis Kramer $137,250
 $100,000
 $—
 $4,548
 $241,798
David F. Levi $136,250
 $100,000
 $—
 $4,548
 $240,798
____________________
(1)

The amounts in this column arerepresent the grant date fair valuesvalue of stock awards granted during the fiscal year ended December 31, 2015,restricted shares issued, as determined in accordance with accounting standards regarding share-based payments without regardpursuant to forfeitures. Assumptions used in the calculation of these amounts are reflected in Note 14 to the consolidated financial statements for the year ended December 31, 2015 included in the Company’s 2015 Annual Report on Form 10-K.ASC Topic 718. The restricted stock vests on the earlier to occur of the first anniversary of the date of grant and the date of the Company’s annual meeting of stockholders in the calendar year following the date of grant, in each case, provided that the director is still serving on the Board on the vesting date. As of December 31, 2015, Mr. Ader, Mr. Chafetz,2018, Ms. Chau Mr.and Messrs. Chafetz, Forman, Mr. Gerard, Mr. Jamieson, Mr. Koppelman, Mr. LevenKramer and Mr. Levi each held 1,8181,287 unvested shares of restricted stock that will vest on June 3, 2016.

May 16, 2019.

(2)

As of December 31, 2015, Mr. Ader, Mr. Chafetz,2018, Ms. Chau, Mr. Forman, Mr. Gerard, Mr. Jamieson, Mr. Koppelman, Mr. LevenKramer and Mr. Levi held options to acquire 57,051, 10,000, 6,215, 10,000, 4,336, 3,735, 2,930, 10,00010,649 and 8,097 shares of our Common Stock, respectively. This included 32,051 options held as of December 31, 2015 by Mr. Ader, 6,215 options held by Ms. Chau, 4,336 options held by Mr. Gerard, 3,735 options held by Mr. Jamieson, 2,930 options held by Mr. Koppelman and 8,097 options held by Mr. Levirespectively, that vest (or have vested) in five equal installments on each of the first five anniversaries of the respective dates of grant. In addition, Mr. Chafetz, Mr. Forman and Mr. Leven also each held 10,000 options that vested in five equal installments on each of the first five anniversaries of December 17, 2007. Mr. Ader also held 25,000 options that vested in four equal installments on each of the first four anniversaries of the February 23, 2010 date of grant.

(3)

The amounts in this column are for accrued dividends received upon the vesting of restricted stock during 2015.

2018.

(4)

The amounts in the table exclude fees paid by Sands China Ltd. to Mr. Forman and Mr. Leven in connection with theirhis service as membersa member of the Board of Directors of Sands China Ltd.

(5)

Mr. Leven retired from the Board in April 2016. Mr. Leven’s unvested shares of restricted stock were forfeited upon his resignation from the Board.

(6)

Mr. Levi was elected to the Board in January 2015.


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EQUITY COMPENSATION PLAN INFORMATION

The following table shows certain information with respect to our 2004 Equity Award Plan as of December 31, 2015:

Plan Category

  Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights		   Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights ($)(1)		   Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))		 
   (a)   (b)   (c) 

Equity compensation plans approved by security holders(2)

   6,551,535    $61.86     4,379,164  

Equity compensation plans not approved by security holders

   —     —     —  

Total

   6,551,535    $61.86     4,379,164  

2018:
Plan Category Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights		 Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights ($)		 Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
  (a) (b) (c)
Equity compensation plans approved by security holders(1) 
 7,956,364
 $55.10
 917,674
Equity compensation plans not approved by security holders —
 $—
 —
Total 7,956,364
 $55.10
 917,674
____________________
(1)

The weighted average exercise price excludes 101,900 restricted stock units included in (a).

(2)

Our 2004 Equity Award Plan was originally approved by our stockholders prior to our initial public offering.offering, and an extension of the plan term through December 14, 2019, was approved by our stockholders at our 2014 annual meeting of stockholders. The performance-based provisions of our 2004 Equity Award Plan were most recently reapproved by our stockholders at our 2013 annual meeting of stockholders.

Refer to Proposal No. 4 below for a description of the proposed amendment and restatement of our 2004 Equity Award Plan, which includes an extension of the plan term through December 14, 2024, and a request for an additional 10,000,000 shares of our common stock to be available for grants of equity awards under the 2004 Equity Award Plan.


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AUDIT COMMITTEE REPORT

The Audit Committee of the Board currently consists of George Jamieson (Chair), Jason N. Ader and Steven L. Gerard.Gerard and Lewis Kramer. The Board has determined that Messrs. Jamieson, AderGerard and GerardKramer meet the current independence and experience requirements of the NYSE’s listing standards. In addition, the Board has determined that each of the members of the Audit Committee is financially literate and Mr. Jamieson qualifies as the audit committee financial expert.

The Audit Committee’s responsibilities are described in a written charter adopted by the Board, which the Audit Committee reviews annually. The Audit Committee is responsible for providing independent, objective oversight of the Company’s financial reporting system.process. Among its various activities, the Audit Committee reviews:

1.

the adequacy of the Company’s internal controls and financial reporting process and the reliability of the Company’s financial statements;

2.

the independence and performance of the Company’s independent registered public accounting firm and internal auditors; and

3.

the Company’s compliance with legal and regulatory requirements.

The Audit Committee meets regularly in open sessions with the Company’s management, independent registered public accounting firm and internal auditors to consider the adequacy of the Company’s internal controls and the objectivity of its financial reporting. In addition, the Audit Committee meets regularly in closed sessions with the Company’s management, independent registered public accounting firm and internal auditors to review the foregoing matters. The Audit Committee selects the Company’s independent registered public accounting firm, and periodically reviews their performance and independence from management.

The Audit Committee reviewed and discussed the audited financial statements with management and Deloitte & Touche LLP, and management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The discussions with Deloitte & Touche LLP also included the matters required to be discussed by the standards of the Public Company Accounting Oversight Board. The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with Deloitte & Touche LLP its independence.

Based on the Audit Committee’s review of the audited financial statements and the review and discussions described in the foregoing paragraphs, the Audit Committee recommended to the Board that the audited financial statements for the fiscal year ended December 31, 20152018, be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20152018, for filing with the Securities and Exchange Commission.

Pursuant to its charter, the Audit Committee performs an annual self-assessment. For 2015,2018, the Audit Committee concluded, that, in all material respects, it had fulfilled its responsibilities and satisfied the requirements of its charter and applicable laws and regulations.

Respectfully submitted,

George Jamieson, Chairman

Jason N. Ader

Chair

Steven L. Gerard

Lewis Kramer
The foregoing report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.


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FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table sets forth fees paid or payable to Deloitte & Touche LLP, our independent registered public accounting firm in 20142017 and 2015,2018, for audit and non-audit services as well as the percentage of these services approved by our Audit Committee:

   2014   2015   % of Services
Approved by Audit
Committee		 

Audit Fees

  $6,174,790    $5,960,000     100% 

Audit-Related Fees

  $35,000    $—     100% 

Tax Fees

  $293,823    $287,216     100% 

All Other Fees

  $22,436    $188,400     100% 

 2017 2018 % of Services
Approved by Audit
Committee
Audit Fees$6,461,000
 $6,449,000
 100%
Audit-Related Fees$35,000
 $753,000
 100%
Tax Fees$596,272
 $437,000
 100%
All Other Fees$54,500
 $34,000
 100%
The category of “Audit Fees” includes fees for our annual audit and quarterly reviews, as well as additional audit-related accounting consultations and required statutory audits of certain of the Company’sour subsidiaries.

The category of “Audit-Related Fees” includes fees for services related to our Sands China Limited (“SCL”) notes issuance and the related SEC filings, consultations related to an SEC comment letter and services related to the U.S. benefit planLas Vegas Sands Corp. 401(k) Retirement Plan for 2014.2017 and 2018. During 2015, $52,5752017 and 2018, $35,000 in fees related to the audit of the plan waswere paid directly by the plan.

The category of “Tax Fees” includes tax consultation and planning fees and tax compliance services.

The category of “All Other Fees” principally includes fees for assistance with a data privacy program, accounting training programs, issuance of consents in 2017 associated with the Company’s SEC filings and on-site assessmentconsultations in 2018 related to SCL’s filings with the Stock Exchange of specific customer experience.

Hong Kong Limited.

Pre-Approval Policies and Procedures

Our Audit Committee Charter contains our policies related to pre-approval of services provided by the independent registered public accounting firm. The Audit Committee, or one of its members if such authority is delegated by the Audit Committee, has the sole authority to review in advance, and grant any appropriate pre-approvals, of (a) all auditing services provided by the independent registered public accounting firm and (b) all non-audit services to be provided by the independent registered public accounting firm as permitted by Section 10A of the Exchange Act and, in connection therewith, to approve all fees and other terms of engagement.

The Audit Committee has adopted the following guidelinesprocess regarding the engagement of the Company’s independent registered public accounting firm to perform services for the Company. For audit services related to the audit of the consolidated financial statements of the Company, the independent registered public accounting firm will provide the Audit Committee with an engagement letter each year prior to or contemporaneously with commencement of the audit services outlining the scope of the audit services proposed to be performed during the fiscal year. If the services are agreed to by the Audit Committee, the engagement letter will be formally accepted. The Audit Committee also approves statutory audit services for our foreign subsidiaries. For tax services, the independent registered public accounting firmmanagement will provide the Audit Committee with a separate scope of the tax services proposed to be performed during the fiscal year. If the termsscope of the tax services areis agreed to by the Audit Committee, the tax engagement letters will be formally accepted.executed. All other non-audit services will require pre-approval from the Audit Committee on a case-by-case basis.

If the pre-approval authority is delegated to a member, the pre-approval must be presented to the Audit Committee at its next scheduled meeting.


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CERTAIN TRANSACTIONS

Set forth below is a description of certain transactions with our executive officers and directors. Under its charter, the Audit Committee approves all related party transactions required to be disclosed in our public filings and all transactions involving executive officers or directors of the Company that are required to be approved by the Audit Committee under the Company’s Code of Business Conduct and Ethics.filings. For more information about our policies with respect to transactions with related parties, see “Corporate Governance — Related Party Transactions.”

Administrative Services Agreement

Pursuant to an administrative services agreement among Las Vegas Sands, Inc. (now known as Las Vegas Sands, LLC), certain of its subsidiaries and Interface Operations, LLC, an entity that is controlled by Mr. Adelson, our Chairman and Chief Executive Officer, and his wife, Dr. Miriam Adelson and that is otherwise unaffiliated with us (“Interface Operations”Operations”), the parties have agreed to share ratably in the costs of, and under certain circumstances provide to one another, shared services, including legal services, accounting services, insurance administration, benefits administration, travel services and such other services as each party may request of the other. In addition, under this administrative services agreement, the parties have agreed to share ratably the costs of any shared office space. There were no payments underUnder this agreement, the Company charged Interface Operations $0.5 million for 2015.

services provided by Company personnel during 2018.

Registration Rights Agreement

Messrs. Adelson, Forman and Goldstein and certain other stockholders and employees, former employees and certain trusts that they established have entered into a registration rights agreement with us relating to the shares of Common Stock they hold. Subject to several exceptions, including our right to defer a demand registration under certain circumstances, Mr. Adelson and the trusts he established may require that we register for public resale under the Securities Act all shares of Common Stock they request be registered at any time, subject to certain conditions. Mr. Adelson and the trusts may demand registrations so long as the securities being registered in each registration statement are reasonably expected to produce aggregate proceeds of $20 million or more. Since we became eligible to register the sale of our securities on Form S-3 under the Securities Act, Mr. Adelson and the trusts have the right to require us to register the sale of the Common Stock held by them on Form S-3, subject to offering size and other restrictions.

The other stockholders that are party to this agreement were granted piggyback registration rights on any registration for the account of Mr. Adelson or the trusts that he established, subject to cutbacks if the registration requested by the Adelson entities is in the form of a firm commitment underwritten offering and if the underwriters of the offering determine that the number of securities to be offered would jeopardize the success of the offering.

In addition, the stockholders and employees that are party to this agreement and the trusts have been granted piggyback rights on any registration for our account or the account of another stockholder, subject to cutbacks if the underwriters in an underwritten offering determine that the number of securities offered in a piggyback registration would jeopardize the success of the offering.

On November 14, 2008, the Company entered into a second amended and restated registration rights agreement with Dr. Adelson and certain other stockholders in connection with (i) Dr. Adelson’s purchase of shares of the Company’s 10% Series A Cumulative Perpetual Preferred Stock and warrants to purchase an aggregate of up to 87,500,175 shares of Common Stock and (ii) the conversion of convertible notes held by Dr. Adelson into 86,363,636 shares of Common Stock. Dr. Adelson was granted the same registration rights with respect to the Series A Preferred Stock, the warrants and the Common Stock issuable upon exercise of the warrants and the conversion of the convertible notes as the registration rights previously granted under the registration rights agreement described above.

In connection with a Registration Statement on Form 3-ASR filed by the Company on November 3, 2014, the parties to the second amended and restated registration rights agreement and their permitted assignees (as defined in the agreement) waived their rights to (a) receive written notice from the Company of the filing of the

registration statement and the proposed registration of the shares of our Common Stock underlying the Company’s outstanding warrants and (b) register any shares of Common Stock or preferred stock in the registration statement and the shares of our Common Stock underlying the Company’s outstanding warrants.

stockholders.

Transactions Relating to Aircraft

Aviation and Related Personnel

Sands Aviation, LLC (“Sands Aviation”Aviation”), a wholly owned subsidiary of the Company, is engaged primarily in the business of providing aviation personnel, including pilots, aircraft mechanics and flight attendants, and administrative personnel, to the Company and to Interface Operations. Sands Aviation charges a fee to each of the Company and Interface Operations for their respective use of these personnel. The fees charged by Sands Aviation are based upon its actual costs of employing or retaining these personnel, which are then allocated between the Company and Interface Operations. The method of allocating these costs varies depending upon the nature of the service provided. For example, pilot services are allocated based upon the actual time spent operating aircraft for the Company and for Interface Operations, respectively. The services of Sands Aviation’s aircraft mechanics are allocated based on the number and manufacturer of aircraft serviced and administrative personnel are allocated based upon the number of aircraft maintained by the Company and Interface Operations, respectively. In addition, hangar lease and other operating costs are allocated based upon various factors, including the number and base location of aircraft maintained by the Company

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and Interface Operations, respectively. During 2015,2018, Sands Aviation charged Interface Operations approximately $18.4$18.3 million for its use of Sands Aviation’s aviation and related personnel, operating costs and other overhead costs.

Time Sharing Agreements

The Company and its subsidiaries use aircraft owned by companies controlled by Mr. Adelson for business purposes, including flying customers to our properties. The Company believes that its use of these aircraft provides the Company with a significant competitive advantage in attracting customers to the Company’s properties and that similar aircraft with comparable amenities are not generally available for charter. The Company believes that the amounts paid to companies controlled by Mr. Adelson for the use of the aircraft are less than the Company would be required to pay to a third party provider, if comparable aircraft were available, and also believes that the amounts paid pursuant to the agreements relating to the use of the aircraft described below do not provide for profits or a return on investment to the companies controlled by Mr. Adelson.

The Company has entered into several aircraft time sharing agreements and aircraft cost sharing agreements with Interface Operations. Under the agreements, the party using an aircraft pays fees of up to (i) twice the cost of the fuel, oil and other additives used, (ii) all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for overflight, (iii) all expenses for catering and in-flight entertainment materials, (iv) all expenses for flight planning and weather contract services, (v) all travel expenses for pilots, flight attendants and other flight support personnel, including food, lodging and ground transportation and (vi) all communications charges, including in-flight telephone. TheUnder the agreements, and the amounts paid under each agreement are as follows:

an aircraft cost sharing agreement providing for Interface Operations’ use on a time sharing basis of two Boeing 737 aircraft owned by the Company, pursuant to which the Company charged Interface Operations approximately $37,000 in respect of Interface Operations’ 2015 use of Company aircraft;

an aircraft time sharing agreement providing for Interface Operations’ use on a time sharing basis of four Gulfstream G-IV aircraft and one Gulfstream G-V aircraft owned by the Company, pursuant to which the Company charged Interface Operations approximately $0.2$2 million in respect of Interface Operations’ 20152018 use of Company aircraft;

an aircraft time sharing agreement providing for Interface Operations’ use on a time sharing basis of a Hawker 800XP aircraft owned by the Company, pursuant to which the Company charged Interface Operations approximately $0.2 million in respect of Interface Operations’ 2015 use of Company aircraft;

an aircraft time sharing agreement providing for Interface Operations’ use on a time sharing basis of a Gulfstream G-IV aircraft owned by the Company, pursuant to which the Company charged Interface Operations approximately $0.1 million in respect of Interface Operations’ 2015 use of Company aircraft;

an aircraft time sharing agreement providing for Interface Operations’ use on a time sharing basis of a Boeing Business Jet owned by the Company. Interface Operations did not use the Boeing Business Jet during 2015;

an aircraft cost sharing agreement providing for Interface Operations’ use on a time sharing basis of a Boeing 747 aircraft owned by the Company, pursuant to which the Company charged Interface Operations approximately $0.9 million in respect of Interface Operations’ 2015 use of Company aircraft;

an aircraft time sharing agreement providing for the Company’s use on a time sharing basis of a Boeing Business Jet, a Gulfstream G-III aircraft, and three Gulfstream G-IV aircraft owned by Interface Operations pursuant to which Interface Operations charged the Company approximately $2.3$2.9 million in respect of the Company’s 20152018 use of Interface Operations’ aircraft; and

aircraft.

an aircraft cost sharing agreement providing for the Company’s use on a time sharing basis of a Boeing 767 aircraft owned by Interface Operations pursuant to which Interface Operations charged the Company approximately $0.5 million in respect of the Company’s 2015 use of Interface Operations’ aircraft.

In addition, the Company has entered into an aircraft cost allocation agreement with Interface Operations Bermuda LTDLtd. (“Interface Bermuda”Bermuda”), a company controlled by Mr. Adelson. Under the terms of this agreement,Adelson, providing the Company was entitledaccess to the use, on a time sharing basis, of a Boeing 747 aircraft provided by Interface Bermuda.and an Airbus 340 aircraft. Under the agreement, the Company has agreed to pay Interface Bermuda fees of up to (i) a pro rata share of all fixed costs, such as hangar, insurance, pilot salaries and training, maintenance, subscription services, support personnel and other similar items (exclusive of tax depreciation), (ii) actual costs of fuel, oil and other additives used, (iii) all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for overflight, (iv) all expenses for catering and in-flight entertainment materials, (v) all expenses for flight planning and weather contract services, (vi) all travel expenses for pilots, flight attendants and other flight support personnel, including food, lodging and ground transportation and (vii) all communications charges, including in-flight telephone. Interface Bermuda charged the Company approximately $0.6$40,000 and $1.0 million in respect of the Company’s 20152018 use of Interface Bermuda’s Boeing 747 aircraft and Airbus 340 aircraft, respectively.

Avionics and Aircraft Systems Agreement
Sands Aviation and Interface Bermuda have agreed Interface Bermuda will reimburse Sands Aviation for the cost and installation of avionics and aircraft systems on its aircraft.

The cost of these systems is expected to be $21.8 million, plus all taxes and expenses related to installation and operation of these systems. During 2018, the Company also haspaid $13.1 million related to this agreement, and was reimbursed in full by Interface Bermuda.

Aircraft Maintenance Master Services Agreement
Sands Aviation and Citadel Completions LLC (“Citadel”), an entity owned by the Sheldon G. Adelson family, have entered into an aircraft time sharingmaintenance master services agreement under which Citadel may perform aircraft refurbishment and maintenance services on aircraft managed by Sands Aviation. During 2018, Citadel charged Sands Aviation approximately $0.3 million for services provided by Citadel under this agreement.
Transactions Relating to Luxury Passenger Ship
Marina Bay Sands, a wholly owned subsidiary of the Company, has entered into agreements with Sira Company Ltd., a company owned by Mr. GoldsteinAdelson and other related parties. Under these agreements, Marina Bay Sands is entitled to hisuse a luxury passenger ship owned by Sira Company Ltd. during certain periods of the year and has agreed to reimburse the actual operating expenses associated with its use of two Gulfstream IV aircraft and a Hawker 800XP aircraft. Under the agreement, Mr. Goldstein pays fees of up to (i) twice the cost of the fuel, oil and other additives used, (ii) all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for overflight, (iii) all expenses for catering and in-flight entertainment materials, (iv) all expenses for flight planning and weather contract services, (v) all travel expenses for pilots, flight attendants and other flight support personnel, including food, lodging and ground transportation, and (vi) all communications charges, including in-flight telephone. Theluxury passenger ship. Sira Company Ltd. charged Mr. Goldstein $6,606Marina Bay Sands approximately $2.4 million in respect of his 2015Marina Bay Sands’ 2018 use of the aircraft.

luxury passenger ship.


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Other Transactions with Mr. Adelson and His Family

We have employed Dr. Miriam Adelson, the wife of Mr. Adelson, our Chairman and Chief Executive Officer, as the Director of Community Involvement since August 1990 where, in conjunction with our Government Relations Department, she oversees and facilitates our partnerships with key community groups and other charitable organizations. We paid her approximately $50,000$62,000 during 2015.

During 2015, we employed Patrick Dumont, Mr. Adelson’s son-in-law, as the Company’s Senior Vice President, Corporate Finance and Strategy. Mr. Dumont was paid approximately $1.0 million for work performed during 2015.

2018.

Mr. Adelson and his family purchased certain services frommade payments of $2.2 million to the Company includingduring 2018 for lodging, banquet, transportation and food and beverage services.
Mr. Goldstein made payments of $0.1 million to the Company during 2018 for services and the use ofprovided by Company personnel at his residence, lodging, transportation and food and beverage services.
Mr. Dumont and his family made payments of $39,000 to the Company during 2018 for approximately $2.1 million during 2015.

lodging, transportation and food and beverage services.

During 2015,2018, the Company made payments of $2.3$2.6 million for food and beverage services provided by restaurants and newspaper subscriptions, in which Mr. Adelson and his family have an ownership interest.

interest, and for services provided by personnel employed by Interface Operations.

Property and Casualty Insurance

With the exception of aviation-related coverages, the Company and entities controlled by Mr. Adelson whichthat are not subsidiaries of the Company (the “Stockholder“Stockholder Controlled Entities”Entities”) purchase property and casualty insurance separately. The Company and the Stockholder Controlled Entities bid for and purchaseaviation-related coverages together. The Company and the Stockholder Controlled Entities are separately invoiced for, and pay for, aviation relatedaviation-related insurance and allocate the aviation insurance costs not related to particular aircraft among themselves in accordance with the other allocations of aviation costs discussed above.


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PROPOSAL NO. 1

ELECTION OF DIRECTORS

One of the purposes of the meeting is

Stockholders will vote to elect four Class IIIten directors to hold office for three-year terms ending in 2019.a one-year term. The four nominees areBoard of Directors has recommended Ms. Micheline Chau and Messrs. Sheldon G. Adelson, Irwin Chafetz, Patrick Dumont, Charles D. Forman, Robert G. Goldstein, andGeorge Jamieson, Charles A. Koppelman.

InKoppelman, Lewis Kramer and David F. Levi for election as directors, to serve until the event2020 Annual Meeting and until their successors are duly elected and qualified or their earlier resignation, disqualification, death or removal. If any of the nominees should be unavailable to serve as a Director, which is not presently anticipated, it is the intention of the persons named in the proxies to select and cast their votes for the election of such other person or persons as the Board of Directors may designate.

Nominee

Information

Sheldon G. Adelson.    Mr. Adelson has been Chairman regarding the director nominees is set forth above under the heading “Board of Directors.”

The affirmative vote of a plurality 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.

Irwin Chafetz.    Mr. Chafetz has been a director of the Company since February 2005. He was a director of Las Vegas Sands, Inc. from February until July 2005. Mr. Chafetz is a Manager of The Interface Group, LLC, a Massachusetts limited liability company that controls Interface Group-Massachusetts, LLC. Mr. Chafetz has been associated with Interface Group-Massachusetts, LLC and its predecessors since 1972. From 1989 to 1995, Mr. Chafetz was a Vice President and director of Interface Group-Nevada, Inc., which owned and operated trade shows, including COMDEX, and also owned and operated The Sands Expo and Convention Center. From 1989 to 1995, Mr. Chafetz was also Vice President and a director of Las Vegas Sands, Inc. Mr. Chafetz has served on the boards of directors of many charitable and civic organizations and is a member of the Board of Trustees at Suffolk University and a former member of the Dean’s Advisory Council at Boston University School of Management.

Robert G. Goldstein.    Mr. Goldstein has been the Company’s President and Chief Operating Officer and a member of the Board of Directors since January 2015. He previously served as the Company’s President of Global Gaming Operations from January 2011 until December 2014 and the Company’s Executive Vice President from July 2009 until December 2014. He has held other senior executive positionsvotes cast at the Company and its subsidiaries since 1995. Mr. Goldstein has served as a member ofannual meeting is required to elect the Board of Directors of our Company’s subsidiary, Sands China Ltd., since May 2014, and as its interim President from January 2015 through October 2015. From 1992 until joining our Company in December 1995, Mr. Goldstein wasnominees for directors. Unless otherwise instructed, the Executive Vice President of Marketing atproxy holders will vote the Sands Hotel in Atlantic City, as well as an Executive Vice President of the parent Pratt Hotel Corporation. He has served on the Board of Directors of Remark Media, Inc., a global digital media company, since May 2015.

Charles A. Koppelman.    Mr. Koppelman has been a director of the Company since October 2011. Mr. Koppelman currently serves as chairman and chief executive officer of CAK Entertainment, Inc., an entertainment consultant and brand development firm founded in 1997. From 2005 to 2011, Mr. Koppelman served as executive chairman and principal executive officer of Martha Stewart Living Omnimedia, Inc. and served as a director of the company from 2004 to 2011. From 1990 to 1994, he served first as chairman and chief executive officer of EMI Music Publishing and then from 1994 to 1997 as chairman and chief executive officer of EMI Records Group, North America. He has served as a director of Six Flags Entertainment Corp. since May 2010, where he serves on the audit committee and the compensation committee. Mr. Koppelman is also a former director of Steve Madden Ltd., and served as chairman of the board of that company from 2000 to 2004.

The Board of Directors recommends a vote FORproxies received by them “FOR” the election of the nominees listed above.

directors.

The Board of Directors recommends stockholders vote “FOR” the election of its ten director nominees


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PROPOSAL NO. 2

RATIFICATION OF SELECTIONAPPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors of the Company is scheduled to meet prior to the stockholders’ meeting to select, subject to ratification by the stockholders, thehas appointed Deloitte & Touche LLP as our independent registered public accounting firm to audit the consolidated financial statements of the Company during the year ending December 31, 2016. It2019, and our stockholders are being asked to ratify this appointment as a matter of good corporate governance. If the appointment is anticipatednot ratified, the Audit Committee will selectconsider whether it is appropriate to appoint another independent registered public accounting firm. The affirmative vote of a majority of the firmshares of Deloitte & Touche LLP.

Common Stock present in person or by proxy at the annual meeting and entitled to vote thereon is required to ratify this appointment.

A representative of Deloitte & Touche LLP will be present at the stockholders’ meeting with the opportunity to make a statement if he or she desires to do so and to respond to appropriate questions.

The Board of Directors recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent public accountants for the year ending December 31, 2019

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Table of Directors recommends a vote FOR the ratification of the appointment of

Deloitte & Touche LLP as the Company’s independent public accountants

for the year ending December 31, 2016.

Contents


PROPOSAL NO. 3

AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and pursuant to Section 14A of the SecuritiesExchange Act, our stockholders are being provided with an advisory (non-binding) vote on executive compensation. Although the vote is advisory and is not binding on the Board of Directors, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. We refer to this non-binding advisory vote as the “say-on-pay” vote.

The say-on-pay vote is required to be offered to our stockholders at least once every three years. In 2011,2017, our stockholders recommended that we provide them with the opportunity to provide their “say-on-pay” vote each year, and our Board of Directors has accepted that recommendation.

The Board of Directors is committed to corporate governance best practices and recognizes the significant interest of stockholders in executive compensation matters. As discussed in the Compensation Discussion and Analysis, the Compensation Committee believes that our current executive compensation program directly links executive compensation to our performance and aligns the interests of our executive officers with those of our stockholders. In addition, our compensation philosophy places more emphasis on variable elements of compensation (such as annual cash bonuses and equity-based compensation) than fixed remuneration. For example, a significant portion of our executive compensation is based on the Company’s achievement of predetermined performance-based financial targets. Our executives also receive equity incentive awards to better link their compensation to the Company’s performance.

We encourage you to read our Compensation Discussion and Analysis contained in this proxy statement for a more detailed discussion of our compensation policies and procedures.

Our stockholders have the opportunity to vote for, against or abstain from voting on the following resolution:

“Resolved, that the stockholders approve the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure shall includeincludes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this proxy statement).”

The affirmative vote of a majority of the shares of Common Stock present in person or by proxy at the annual meeting and entitled to vote thereon is required to approve this resolution.
The above-referenced disclosures appear at pages 21 - 5019 – 40 of this proxy statement.

The Board of Directors recommends a vote “FOR” approval of the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC (which includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this proxy statement)


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PROPOSAL NO. 4
APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2004 EQUITY AWARD PLAN
At the annual meeting of stockholders, you are being asked to approve the amendment and restatement of the 2004 Equity Award Plan (as amended and restated, the “Amended and Restated 2004 Equity Award Plan”) to ensure the Company will be able to continue to grant equity incentive awards to eligible participants under the Amended and Restated 2004 Equity Award Plan, including our employees and non-employee directors.
The Amended and Restated 2004 Equity Award Plan was adopted by our Board of Directors on March 25, 2019, subject to approval by our stockholders at the annual meeting of stockholders. The Amended and Restated 2004 Equity Award Plan will become effective as of the date of the annual meeting of stockholders (the “Effective Date”) if it is approved by our stockholders and will not become effective if such approval is not received.
The 2004 Equity Award Plan currently provides for the issuance of equity-based awards in various forms to eligible participants, including incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses and performance-based equity awards, as described in greater detail below, and it will expire on December 14, 2019. If our stockholders vote to approve the Amended and Restated 2004 Equity Award Plan, the term of the Amended and Restated 2004 Equity Award Plan will be extended for another five years through December 14, 2024, and an additional 10,000,000 shares of our common stock, par value $0.001 per share, will be available for grants of equity-based awards under the Amended and Restated 2004 Equity Award Plan (in addition to the approximately 231,920 shares of our common stock remaining available for future issuance under the 2004 Equity Award Plan as of March 18, 2019, and any shares subject to outstanding awards that may become available again for future issuance if such outstanding awards expire, terminate or are otherwise canceled for any reason without the participant having received any benefit from such awards). As of March 18, 2019, the closing price of a share of our common stock on the NYSE was $60.08.
Rationale for Approval of the Amended and Restated 2004 Equity Award Plan
The Amended and Restated 2004 Equity Award Plan is intended to facilitate our use of equity-based awards and incentives to provide competitive short- and long-term compensation opportunities for the benefit of our employees, directors, consultants and advisors. Awards granted under the Amended and Restated 2004 Equity Award Plan will benefit the Company and increase stockholder value by helping us attract able service providers to enter and remain in the employment or service of the Company, facilitating the ownership of our common stock by those service providers, and otherwise allowing us to grant incentive compensation measured by reference to the value of our common stock, thereby strengthening their commitment to the welfare of the Company and promoting an identity of interest between them and our stockholders.
The 2004 Equity Award Plan is currently scheduled to expire on December 14, 2019. If the Amended and Restated 2004 Equity Award Plan is not approved by our stockholders at the annual meeting of stockholders, we may not be able to adequately incentivize our employees, directors, consultants and advisors in connection with services to be performed after the scheduled expiration of the 2004 Equity Award Plan on December 14, 2019. In addition, effective as of March 18, 2019, only 231,920 shares of our common stock remain available for future issuance under the 2004 Equity Award Plan. The Board of Directors recommends abelieves the existing numbers of shares of our common stock available for future issuance under the 2004 Equity Award Plan will not be sufficient to meet the Company’s anticipated needs to support our equity-based compensation programs beyond 2019.
We therefore are requesting our stockholders vote “FOR” approvalto approve the Amended and Restated 2004 Equity Award Plan, pursuant to which the term of the compensationAmended and Restated 2004 Equity Award Plan will be extended through December 14, 2024 and 10,000,000 shares of our common stock will be available for future awards under the Amended and Restated 2004 Equity Award Plan (in addition to the approximately 231,920 shares of our common stock remaining available for future issuance under the 2004 Equity Award Plan as of March 18, 2019, and any shares subject to outstanding awards that may become available again for future issuance if such outstanding awards expire, terminate or are otherwise canceled for any reason without the participant have received any benefit from such awards). We anticipate the shares of our common stock reserved for issuance under the Amended and Restated 2004 Equity Award Plan will allow us to grant the equity-based awards and incentives necessary to adequately incentivize our employees, directors, consultants and advisors during the extended five-year term of the Amended and Restated 2004 Equity Award Plan.

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The Amended and Restated 2004 Equity Award Plan further provides that shares of our common stock that are exchanged or withheld to satisfy the payment of any exercise price or tax withholding obligation related to any award will not be available for future issuance under the Amended and Restated 2004 Equity Award Plan, and the Amended and Restated 2004 Equity Award Plan expressly prohibits the current payment of dividends on outstanding awards granted thereunder (but does permit the payment of accrued dividends or dividend equivalents subject to and upon the vesting or settlement of the underlying award). The Amended and Restated 2004 Equity Award Plan also updates certain provisions of the 2004 Equity Award Plan in connection with the Tax Cuts and Jobs Act.
Historical Annual Share Usage
While equity-based awards and incentives are an important part of our incentive compensation program, we are mindful of our responsibility to our stockholders to exercise sound judgment in granting equity-based awards.
Overhang Percentage
As of March 18, 2019, we had approximately 231,920 shares of our common stock available for future issuance under the 2004 Equity Award Plan, and 8,440,892shares of our common stock were subject to outstanding awards held by our employees, directors, consultants and advisors under the 2004 Equity Award Plan, which together represents approximately 1.1% of our fully diluted shares of common stock outstanding (the “Overhang Percentage”). The 10,000,000 additional shares of our common stock proposed to be included in the share reserve for the extended five-year term of the Amended and Restated 2004 Equity Award Plan would increase the Overhang Percentage to approximately2.4%.
Share Usage and Burn Rate
The annual share usage under the 2004 Equity Award Plan for the last three fiscal years was as follows:
  Fiscal Year Fiscal Year Fiscal Year  
  2018 2017 2016 Average
ATotal Shares Granted During the Fiscal Year3,134,464
 1,064,378
 1,734,004
 1,977,615
BBasic Weighted Average Common Shares Outstanding785,923,841
 791,757,211
 794,627,349
 790,769,467
CBurn Rate (A / B)0.40% 0.13% 0.22% 0.25%
Material Features of the Amended and Restated 2004 Equity Award Plan
The following is a summary of the material features of the Amended and Restated 2004 Equity Award Plan. This summary is qualified in its entirety by the full text of the Amended and Restated 2004 Equity Award Plan. A copy of the 2004 Equity Award Plan is publicly-filed as an exhibit to the Company’s Annual Report on Form 10-K, and a copy of the Amended and Restated 2004 Equity Award Plan is included as Appendix A to this Proxy Statement.
Shares of Common Stock Available for Issuance
The maximum number of shares of our common stock reserved and available for future issuances under the Amended and Restated 2004 Equity Award Plan will be 36,344,000 shares of our common stock, of which approximately 10,231,920 (equal to the 10,000,000 additional shares of our common stock being requested pursuant to the Amended and Restated 2004 Equity Award Plan and the approximately 231,920 shares of our common stock remaining available for future issuance under the 2004 Equity Award Plan as of as of March 18, 2019) will be available for future issuance following the Effective Date. This amount available for future issuance following the Effective Date does not include the 8,440,892 shares of common stock subject to outstanding awards under the 2004 Equity Plan as of March 18, 2019, some of which may become available again for future issuance under the Amended and Restated 2004 Equity Award Plan if such outstanding awards expire, terminate or are otherwise canceled for any reason without the participant having received any benefit from such awards.
Shares of our common stock will be deemed to have been used in settlement of awards whether they are actually delivered or paid in cash and will not be available for future issuance. Shares of our common stock exchanged by a participant or withheld by the Company as full or partial payment in connection with the exercise of any award under

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the Amended and Restated 2004 Equity Award Plan, as well as any shares of our common stock exchanged by a participant or withheld by the Company to satisfy the tax withholding obligations related to any award, will not be available again for future issuance under the Amended and Restated 2004 Equity Award Plan. If an award granted under the Amended and Restated 2004 Equity Award Plan expires, terminates or is canceled for any reason whatsoever without the participant having received any benefit from such award, the shares of our common stock covered by such award shall again become available for future issuance under the Amended and Restated 2004 Equity Award Plan.
Certain Limitations on Individual Awards
No individual participating in the Amended and Restated 2004 Equity Award Plan will be granted options or stock appreciation rights under the Amended and Restated 2004 Equity Award Plan with respect to more than 3,000,000 shares of our common stock during any calendar year.
Administration
The Compensation Committee administers the Amended and Restated 2004 Equity Award Plan. Except in the case of awards to non-employee directors, which are administered by the Board of Directors, the Compensation Committee has the authority to determine the terms and conditions of any agreements evidencing any awards granted under the Amended and Restated 2004 Equity Award Plan, and to adopt, alter and repeal rules, guidelines and practices relating to the Amended and Restated 2004 Equity Award Plan. The Compensation Committee has the full discretion to administer and interpret the Amended and Restated 2004 Equity Award Plan, to adopt such rules, regulations and procedures as it deems necessary or advisable and to determine among other things the time or times at which the awards may be exercised and whether and under what circumstances an award may be exercised. Subject to the provisions of the Amended and Restated 2004 Equity Award Plan and applicable law, the Compensation Committee may delegate to our chief executive officer acting together with either our president or our executive vice presidents, the authority to grant to eligible persons (other than non-employee directors or officers of the Company or its subsidiaries who are subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended) awards consistent with guidelines established by the Compensation Committee from time to time.
Eligible Participants
Any individual regularly employed by the Company or any of its affiliates, any director of the Company or any of its affiliates, and any consultant or advisor to the Company or any of its affiliates who may be offered securities pursuant to a registration statement on Form S-8 under the Securities Act of 1933, as amended, is eligible for awards under the Amended and Restated 2004 Equity Award Plan, in each case as determined and designated by the Compensation Committee. The Compensation Committee has the sole and complete authority to determine who will be granted an award under the Amended and Restated 2004 Equity Award Plan, except in the case of awards to non-employee directors, which will be made by the Board of Directors. Our non-employee directors also receive automatic awards of options and either restricted stock or restricted stock units, as described below under “Non-Employee Director Awards.” The Compensation Committee takes into account, among other factors, the need to incentivize eligible participants to continue as employees, directors, or other service providers, increase their efforts on behalf of the Company, and promote the success of the Company’s business.
As of March 18, 2019, (i) approximately 50,000 individuals regularly employed by the Company and its affiliates were eligible to receive awards under the Amended and Restated 2004 Equity Award Plan, of whom approximately 80 have been selected by the Compensation Committee for participation in and hold outstanding awards under the 2004 Equity Award Plan, (ii) eight non-employee directors were eligible to receive awards under the Amended and Restated 2004 Equity Award Plan, all of whom have been selected by the Board of Directors for participation in (or were eligible to receive automatic grants of awards) and hold outstanding awards under the 2004 Equity Award Plan and (iii) approximately 25 consultants or advisors to the Company and its affiliates were eligible to receive awards under the Amended and Restated 2004 Equity Award Plan, of whom none have been selected by the Compensation Committee for participation in or hold outstanding awards under the 2004 Equity Award Plan.
Plan Term
The Amended and Restated 2004 Equity Award Plan will terminate on December 14, 2024, although awards granted before that time will remain outstanding in accordance with their terms.

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Type of Awards
The Amended and Restated 2004 Equity Award Plan provides for the issuance of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses and performance-based equity awards to our employees, directors, consultants and advisors.
Restricted Stock
The Compensation Committee is authorized to award restricted stock under the Amended and Restated 2004 Equity Award Plan. Awards of restricted stock will be subject to the terms and conditions established by the Compensation Committee. Restricted stock is common stock that generally is non-transferable and is subject to other restrictions determined by the Compensation Committee for a specified period. Unless the Compensation Committee determines otherwise, or specifies otherwise in an award agreement, if the participant terminates employment during the restricted period, then any unvested restricted stock will be forfeited.
Restricted Stock Units
The Compensation Committee is authorized to award restricted stock units under the Amended and Restated 2004 Equity Award Plan. Restricted stock unit awards will be subject to the terms and conditions established by the Compensation Committee. Unless the Compensation Committee determines otherwise, or specifies otherwise in an award agreement, if the participant terminates employment or services during the period of time over which all or a portion of the units are to be earned, then any unvested units will be forfeited. At the election of the Compensation Committee, the participant will receive a number of shares of our common stock equal to the number of units earned or, if specifically permitted in the applicable award agreement, an amount in cash equal to the fair market value of that number of shares, at the expiration of the period over which the units are to be earned, or at a later date selected by the Compensation Committee.
Options
The Compensation Committee is authorized to grant options to purchase shares of our common stock that are either “qualified,” meaning they satisfy the requirements of Section 422 of the Code for incentive stock options, or “nonqualified,” meaning they are not intended to satisfy the requirements of Section 422 of the Code. These options will be subject to the terms and conditions established by the Compensation Committee. Under the terms of our Amended and Restated 2004 Equity Award Plan, unless the Compensation Committee determines otherwise, the exercise price of incentive stock options, nonqualified stock options that are intended to qualify as performance-based compensation under Section 162(m), and nonqualified stock options granted to our nonemployee directors, will not be less than the fair market value of our common stock at the time of grant. Options granted under the Amended and Restated 2004 Equity Award Plan will be subject to such terms, including the exercise price and the conditions and timing of exercise, as may be determined by the Compensation Committee and specified in the applicable award agreement. The maximum term of an option that may be granted under the Amended and Restated 2004 Equity Award Plan is ten years from the date of grant (or five years in the case of an incentive stock option granted to a 10% stockholder).
Stock Appreciation Rights
The Compensation Committee is authorized to award stock appreciation rights (“SARs”) under the Amended and Restated 2004 Equity Award Plan. SARs will be subject to the terms and conditions established by the Compensation Committee. A SAR is a contractual right that allows a participant to receive, either in the form of cash, shares or any combination of cash and shares, the appreciation, if any, in the value of a share over a certain period of time. An option granted under the Amended and Restated 2004 Equity Award Plan may include SARs. SARs may also be awarded to a participant independent of the grant of an option. SARs granted in connection with an option will be subject to terms similar to the option corresponding to such SARs. The terms of the SARs shall be subject to terms established by the Compensation Committee and reflected in the award agreement.
Stock Bonuses
The Compensation Committee is authorized to grant awards of unrestricted shares, either alone or in tandem with other awards, under such terms and conditions as the Compensation Committee may determine.

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Performance-Based Equity Awards
The Compensation Committee may grant any award under the Amended and Restated 2004 Equity Award Plan in the form of a performance-based equity award by conditioning the vesting of the award on the satisfaction of certain performance goals. The Compensation Committee may establish these performance goals with reference to one or more of the following non-exclusive criteria:
net earnings or net income;
basic or diluted earnings per share;
net revenue or net revenue growth;
operating income;
return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales);
cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);
earnings before or after taxes, interest, depreciation, amortization and/or rents;
share price (including, but not limited to, growth measures and total stockholder return);
expense targets;
margins;
operating efficiency; and
objective measures of customer satisfaction;
Any one or more of the performance criterion may be used to measure the performance of the Company and/or an affiliate as a whole or any business unit of the Company and/or an affiliate or any combination thereof, as the Compensation Committee may deem appropriate, or any of the above performance criteria as compared to the performance of a group of comparator companies, or published or special index the Compensation Committee, in its sole discretion, deems appropriate, or the Company may select the share price performance criteria as compared to various stock market indices.
Non-Employee Director Awards
Under our Amended and Restated 2004 Equity Award Plan, our non-employee directors receive automatic awards of options and either restricted stock or restricted stock units. See “Director Compensation” on page 42 of the Proxy Statement for additional information. For the avoidance of doubt, the Board of Directors may act in any year to make additional grants to directors in addition to the automatic awards of options and either restricted stock or restricted stock units set forth in the Amended and Restated 2004 Equity Award Plan.
Transferability
Each award may be exercised during the participant’s lifetime only by the participant or, if permissible under applicable law, by the participant’s guardian or legal representative, and may not be otherwise transferred or encumbered by a participant other than by will or by the laws of descent and distribution.
Change in Control
In the event of a change in control (as defined in the Amended and Restated 2004 Equity Award Plan), (i) if the Compensation Committee in its discretion so determines, all outstanding options and equity awards issued under the Amended and Restated 2004 Equity Award Plan will fully vest, (ii) performance-based equity awards shall vest based on the level of attainment of the performance goals. The Compensation Committee may, in its discretion, cancel outstanding awards and pay the value (if any) of the awards to the participants in connection with a change in control, provided that if the option price or strike price of any outstanding award is equal to or greater than the value of such award, the Compensation Committee may cancel such award without the payment of any consideration to the participant.

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Amendment and Termination
The Board of Directors may amend, suspend or terminate the Amended and Restated 2004 Equity Award Plan at any time; however, stockholder approval may be necessary if the law so requires. No amendment, suspension or termination will impair the rights of any participant or recipient of any award without the consent of the participant or recipient. In addition, without stockholder approval, (i) no amendment or modification may reduce the exercise price of any option and (ii) the Compensation Committee may not cancel any outstanding option and replace it with a new option (with a lower exercise price) in a manner which would be reportable as a repricing on the Proxy Statement.
Additional Award Information
Other than with respect to (i) the annual equity incentive awards of stock options to be granted to Mr. Adelson pursuant to the terms of his amended employment agreement and (ii) the one-time awards of stock options to our new non-employee directors upon joining the Board of Directors and annual restricted stock or restricted stock unit awards to our non-employee directors on the date of each of the Company’s annual meetings of stockholders, the dollar value and number of awards to be granted in the future to eligible participants in the Amended and Restated 2004 Equity Award Plan are not currently determinable because the value and number of such awards are subject to the discretion of the Compensation Committee (and in certain cases, the Board of Directors). Consequently, it is not possible to determine the benefits that might be received by participants under the Amended and Restated 2004 Equity Award Plan.
For information relating to the grants made under the 2004 Equity Award Plan for the last fiscal year to the Company’s named executive officers, see the “2018 Grant of Plan Based Awards” table on page 29 of the Proxy Statement. For more information relating to the awards outstanding and the number of shares of our common stock remaining available for future issuance under the 2004 Equity Award Plan as disclosedof December 31, 2018, see the “Equity Compensation Plan Information” table on page 44 of the Proxy Statement.
New Plan Benefits Table
Pursuant to SEC rules, the following table sets forth the benefits or amounts that will be received by or allocated to each of the following individuals or groups under the Amended and Restated 2004 Equity Award Plan to the extent determinable:
Amended and Restated 2004 Equity Award Plan
Name and PositionDollar ValueNumber of Units
Sheldon G. Adelson, Chairman of the Board, Chief Executive Officer and TreasurerSee Footnote 1See Footnote 1
Robert G. Goldstein, President and Chief Operating Officer——
Patrick Dumont, Executive Vice President and Chief Financial Officer——
Lawrence A. Jacobs, Executive Vice President, Global General Counsel and Secretary——
Executive GroupSee Footnote 1See Footnote 1
Non-Executive Director Group - OptionsSee Footnote 2See Footnote 2
Non-Executive Director Group - Restricted Stock/RSUs$4,800,000See Footnote 3
Non-Executive Officer Employee GroupSee Footnote 4See Footnote 4
____________________
(1)Under his amended employment agreement, Mr. Adelson is entitled to receive an annual equity incentive award with a total grant value of $1,000,000. The equity incentive award value is granted in the form of stock options, the number of which is determined based on the grant date Black-Scholes value of the award. The stock option grant vests in three equal annual installments and will expire ten years from the date of grant. Mr. Adelson’s amended employment agreement became effective as of January 1, 2017, with an initial term that expires on December 31, 2021, and is subject to automatic extensions for successive one-year periods unless Mr. Adelson

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gives notice of his intention not to renew the agreement, no later than 60 days prior to the expiration of the initial term or any renewal term.
(2)Under the Amended and Restated 2004 Equity Award Plan, we automatically award each new non-employee director a grant of stock options with a grant date Black-Scholes value of $100,000 upon joining the Board of Directors.
(3)Under the Amended and Restated 2004 Equity Award Plan, we automatically award each non-employee director an annual grant of restricted stock or restricted stock units equal in value to the annual cash retainer on the date of the annual meeting of stockholders. Currently, the annual cash retainer is $100,000. The number of shares to be issued to each of our non-employee directors will be determined by dividing $100,000 by the closing price of a share of our common stock on the date of grant (which is the date of the annual meeting of stockholders). The dollar amount shown in this row represents the aggregate dollar value of the annual restricted stock grants that would be made to each of our non-employee directors on the date of our annual meetings of stockholders in each of 2019, 2020, 2021, 2022, 2023 and 2024 prior to the expiration date of the Amended and Restated 2004 Equity Award Plan on December 14, 2024. For the avoidance of doubt, the Board of Directors may act in any year to make additional grants to our non-employee directors in addition to these automatic awards of restricted stock or restricted stock units, but such grants (if any) are not presently determinable.
(4)Certain non-executive officer employees of the Company are entitled to receive annual stock option grants during their employment. Each annual grant will have an aggregate grant date value (based on the Black-Scholes model) equivalent to a percentage of their annual base salary.
Existing Plan Benefits
As of March 18, 2019, the following number of stock options relating to shares of our common stock were held under the 2004 Equity Award Plan by the following individuals and groups: (i) each of our named executive officers held the following amounts: Mr. Adelson held 562,113stock options; Mr. Goldstein held 4,750,000 stock options; Mr. Dumont held 500,000 stock options; and Mr. Jacobs held 133,333 stock options; (ii) our executive officers as a group (i.e., our named executive officers) held an aggregate of 5,945,446 stock options; (iii) our current nonemployee directors as a group held an aggregate of 33,032 stock options; (iv) the director nominees for this year who are not current non-employee directors (if any) held zero stock options; (v) associates of our executive officers, non-employee directors and director nominees for this year held zero stock options; and (vi) all employees, including all current officers who are not executive officers, as a group held an aggregate of 2,462,414 stock options. As of March 18, 2019, the following individuals held 5% or more of the total number of outstanding stock options under the 2004 Equity Award Plan: Messrs. Adelson, Goldstein and Dumont held 562,113, 4,750,000 and 500,000 stock options, respectively. No other person held 5% or more of the total number of outstanding stock options under the 2004 Equity Award Plan.
The foregoing stock options were granted in consideration for services provided to the Company as an employee or as a non-employee director. The stock options were granted with an exercise price that was not be less than the fair market value of our common stock at the time of grant, and the maximum term of each option does not exceed ten years. As of March 18, 2019, the closing price of a share of our common stock on the NYSE was $60.08. For a summary of certain federal income tax consequences of the issuance and exercise of such stock options to the Company and the participants, see the section below entitled “US Federal Income Tax Consequences.” For a description of the annual equity incentive awards of stock options to be granted to Mr. Adelson pursuant to the compensation disclosureterms of his amended employment agreement, see the section above entitled “Additional Award Information” and its accompanying “New Plan Benefits Table.”
Registration with SEC
We intend to file with the SEC a registration statement on Form S-8 covering the additional 10,000,000 shares of our common stock issuable under the Amended and Restated 2004 Equity Award Plan (if approved by our stockholders).

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U.S. Federal Income Tax Consequences
The following is a summary of certain United States federal income tax consequences of awards under the Amended and Restated 2004 Equity Award Plan. It does not purport to be a complete description of all applicable rules, and those rules (including those summarized here) are subject to change.
Options
An optionee generally will not recognize taxable income upon the grant of a nonqualified stock option. Rather, at the time of exercise of the SEC (which disclosure shall includeoption, the Compensation Discussionoptionee will recognize ordinary income for income tax purposes in an amount equal to the excess, if any, of the fair market value of the shares of our common stock purchased over the exercise price. We generally will be entitled to a tax deduction at such time and Analysis,in the same amount, if any, the optionee recognizes as ordinary income. The optionee’s tax basis in any shares of our common stock received upon exercise of an option will be the fair market value of the shares of our common stock on the date of exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the optionee) depending upon the length of time such shares were held by the optionee.
Incentive stock options are eligible for favorable federal income tax treatment if certain requirements are satisfied. An incentive stock option must have an option price that is not less than the fair market value of the stock at the time the option is granted, and must be exercisable within ten years from the date of grant. An employee granted an incentive stock option generally does not realize compensation tables,income for federal income tax purposes upon the grant of the option. At the time of exercise of an incentive stock option, no compensation income is realized by the optionee other than tax preference income for purposes of the federal alternative minimum tax on individual income. If the shares of our common stock acquired on exercise of an incentive stock option are held for at least two years after grant of the option and one year after exercise, the excess of the amount realized on the sale over the exercise price will be taxed as capital gain. If the shares of our common stock acquired on exercise of an incentive stock option are disposed of within less than two years after grant or one year of exercise, the optionee will realize taxable compensation income equal to the excess of the fair market value of the shares on the date of exercise or the date of sale, whichever is less, over the exercise price, and any related material disclosedadditional amount realized will be taxed as capital gain.
Stock Appreciation Rights
A participant who is granted a SAR generally will not recognize ordinary income upon receipt of the SAR. Rather, at the time of exercise of such SAR, the participant will recognize ordinary income for income tax purposes in thisan amount equal to the value of any cash received and the fair market value on the date of exercise of any shares of our common stock received. We generally will be entitled to a tax deduction at such time and in the same amount, if any, the participant recognizes as ordinary income. The participant’s tax basis in any share of our common stock received upon exercise of a SAR will be the fair market value of the share of our common stock on the date of exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the participant) depending upon the length of time such shares were held by the participant.
Restricted Stock
A participant generally will not be taxed upon the grant of restricted stock, but rather will recognize ordinary income in an amount equal to the fair market value of the shares of our common stock at the time the shares are no longer subject to a “substantial risk of forfeiture” (within the meaning of the Code). We generally will be entitled to a deduction at the time when, and in the amount, the participant recognizes ordinary income on account of the lapse of the restrictions. A participant’s tax basis in the shares will equal their fair market value at the time the restrictions lapse, and the participant’s holding period for capital gains purposes will begin at that time. Any cash dividends that accrue on the restricted stock before the restrictions lapse will be taxable to the participant as additional compensation (and not as dividend income) when paid on the vesting date of the underlying restricted shares. Under Section 83(b) of the Code, a participant may elect to recognize ordinary income at the time the shares of restricted stock are awarded in an amount equal to their fair market value at that time, notwithstanding the fact such shares of restricted stock are subject to restrictions and a substantial risk of forfeiture. If such an election is made, no additional taxable income will be recognized by such participant at the time the restrictions lapse, the participant will have a tax basis in the shares equal

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to their fair market value on the date of their award, and the participant’s holding period for capital gains purposes will begin at that time. We generally will be entitled to a tax deduction at the time when, and to the extent, ordinary income is recognized by such participant.
Restricted Stock Units
In general, the grant of restricted stock units (including performance stock units) will not result in income for the participant or in a tax deduction for us. Upon the settlement of such an award in cash or shares, the participant will recognize ordinary income equal to the aggregate value of the payment received, and we generally will be entitled to a tax deduction at the same time and in the same amount.
Stock Bonuses, Performance-Based Equity Awards and Other Awards
With respect to other awards granted under the Amended and Restated 2004 Equity Award Plan, including performance-based equity awards and stock bonuses, generally when the participant receives payment with respect to an award, the amount of cash and/or the fair market value of any shares of our common stock or other property received will be ordinary income to the participant, and we generally will be entitled to a tax deduction at the same time and in the same amount.
Required Vote
The affirmative vote of a majority of the shares of Common Stock present in person or by proxy statement).

at the annual meeting and entitled to vote thereon is required to approve the Amended and Restated 2004 Equity Award Plan.

The Board of Directors recommends a vote “FOR” the approval of the amendment and restatement of the 2004 Equity Award Plan


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TIMEFRAME FOR STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING

Stockholders intending to present a proposal at the 2017 annual meeting2020 Annual Meeting of stockholders for inclusion in our proxy statement for that meeting pursuant to Rule 14a-8 of the Exchange Act must submit the proposal in writing to Las Vegas Sands Corp., Attention: Corporate Secretary, 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Such proposals must comply with the requirements of Rule 14a-8 of the Exchange Act and must be received by the Company no later than December 23, 2016.

5, 2019.

In addition, our by-laws provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered by stockholders at a meeting when such matter is not submitted for inclusion in the Company’s proxy statement pursuant to Rule 14a-8 of the Exchange Act. Generally, notice of a nomination or proposal not submitted pursuant to Rule 14a-8 must be delivered to us not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting. Accordingly, for our 2017 annual meeting2020 Annual Meeting of stockholders, notice of a nomination or proposal must be delivered to us no earlier than February 3, 2017January 17, 2020 and no later than March 5, 2017.February 16, 2020. (If the date of the annual meeting, however, is more than 30 days before or more than 70 days after such anniversary date, notice must be delivered to us not earlier than the close of business on the 120th day prior to such annual meeting date and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.) Nominations and proposals also must satisfy other requirements set forth in the by-laws. If a stockholder complies with the forgoing notice provisions and with certain additional procedural requirements in the our by-laws and the SEC rules, the Company will have authority to vote shares under proxies we solicit when and if the nomination or proposal is raised at the Annual Meeting.

annual meeting.

We may refuse to acknowledge any stockholder proposal not made in compliance with the foregoing procedures.

OTHER INFORMATION

The Company will bear all costs in connection with the solicitation of proxies. The Company intends to reimburse brokerage houses, custodians, nominees and others for their out-of-pocket expenses and reasonable clerical expenses related thereto. Officers, directors and regular employees of the Company and its subsidiaries may request the return of proxies by telephone, telegraph or in person, for which no additional compensation will be paid to them.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 3, 2016:May 16, 2019: Our Proxy Statement and Annual Report to Stockholders for the year ended December 31, 20152018 are available on our website at http:https://investor.sands.com/proxy.cfm.

LOGO

Admission Ticketfinancial-reports/Annual-Meeting/default.aspx.


Annual Meeting
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APPENDIX A
AMENDED AND RESTATED 2004 EQUITY AWARD PLAN
1.Purpose
The purpose of
LAS VEGAS SANDS CORP.
June 3, 2016
11:30 am (Eastern Time)
The St. Regis New York
Two E. 55th Street
New York, NY 10022
This ticket must the Plan is to provide a means through which the Company and its Affiliates may attract able persons to enter and remain in the employ of the Company and its Affiliates and to provide a means whereby employees, directors and consultants of the Company and its Affiliates can acquire and maintain Common Stock ownership, or be presented at the door for entrancepaid incentive compensation measured by reference to the meeting.
Stockholders may bring one guestvalue of Common Stock, thereby strengthening their commitment to the meeting.
1
FORM OF PROXY
LAS VEGAS SANDS CORP.
Proxywelfare of the Company and its Affiliates and promoting an identity of interest between stockholders and these persons.
So that the appropriate incentive can be provided, the Plan provides for Annual Meetinggranting Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses and Performance Compensation Awards, or any combination of Stockholdersthe foregoing.
2.Definitions
The following definitions shall be applicable throughout the Plan.
(a)
June 3, 2016“
Solicited on BehalfAffiliate” means (i) any entity that directly or indirectly is controlled by, controls or is under common control with the Company and (ii) to the extent provided by the Committee, any entity in which the Company has a significant equity interest.
(b)“Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus or Performance Compensation Award granted under the Plan.
(c)“Board” means the Board of Directors of the Company.
(d)“Cause” means the Company or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined in any existing employment, consulting or any other agreement between the Participant and the Company or an Affiliate or, in the absence of such an employment, consulting or other agreement, upon (i) the determination by the Committee that the Participant has ceased to perform his duties to the Company, or an Affiliate (other than as a result of his incapacity due to physical or mental illness or injury), which failure amounts to an intentional and extended neglect of his duties to such party, (ii) the Committee’s determination that the Participant has engaged or is about to engage in conduct materially injurious to the Company or an Affiliate, (iii) the Participant having been convicted of, or plead guilty or no contest to, a felony or any crime involving as a material element fraud or dishonesty, (iv) the failure of the Participant to follow the lawful instructions of the Board or his direct superiors or (v) in the case of Directors
The undersigned hereby appoints Robert G. Goldstein and Ira H. Raphaelson, and eacha Participant who is a non-employee director, the Participant ceasing to be a member of them, Proxies,the Board in connection with full powerthe Participant engaging in any of substitution,the activities described in clauses (i) through (iv) above.
(e)“Change in Control” shall, unless in the case of a particular Award the applicable Award agreement states otherwise or contains a different definition of “Change in Control,” be deemed to represent and vote alloccur upon:

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(i)  the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership (within the meaning of Rule 13d‑3 promulgated under the Exchange Act) of 50% or more (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock whichof the undersigned would beCompany, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate, (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate, (III) any acquisition by Sheldon G. Adelson (“Adelson”) or any Related Party or any group of which Adelson or a Related Party is a member (a “Designated Holder”), (IV) any acquisition which complies with clauses (A) and (B) of subsection (v) of this Section 2(e), or (V) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by the Participant or any group of persons including the Participant);
(ii) individuals who, on the date hereof, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of a registration statement of the Company describing such person’s inclusion on the Board, or a proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;
(iii) the dissolution or liquidation of the Company;
(iv) the sale, transfer or other disposition of all or substantially all of the business or assets of the Company, other than any such sale, transfer or other disposition to one or more Designated Holders; or
(v) the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (A) more than 50% of the total voting power of (x) the entity resulting from such Business Combination (the “Surviving Company”), or (y) if personally presentapplicable, the ultimate parent entity that directly or indirectly has

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beneficial ownership of sufficient voting securities eligible to elect a majority of the members of the board of directors (or the analogous governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination, and (B) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination were Board members at the Annual Meetingtime of Stockholdersthe Board’s approval of the execution of the initial agreement providing for such Business Combination.
Notwithstanding the foregoing, for each Award that constitutes deferred compensation under Section 409A of the Code, and to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, a Change in Control shall be deemed to have occurred under the Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.
(f)“Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.
(g)“Committee” means (i) a committee of at least two people as the Board may appoint to administer the Plan or (ii) (x) if no such committee has been appointed by the Board or (y) even if such a committee has been appointed, with respect to the grant of an Award to a Non-Employee Director and the administration of such Award, the Board. Unless the Board is acting as the Committee or the Board specifically determines otherwise, each member of the Committee shall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee which Award is otherwise validly granted under the Plan.
(h)“Common Stock” means the common stock, par value $0.001 per share, of the Company and any stock into which such common stock may be converted or into which it may be exchanged.
(i)“Company” means Las Vegas Sands Corp., a Nevada corporation, and any successor thereto.
(j)“Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization or, if there is no such date, the date indicated on the applicable Award agreement.
(k)“Director Stock Option” means a grant of a Nonqualified Stock Option to a Non-Employee Director under Section 7 of the Plan.

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(l)“Director Restricted Stock” means a grant of Restricted Stock to a Non-Employee Director under Section 10 of the Plan.
(m)“Disability” means, unless in the case of a particular Award the applicable Award agreement states otherwise, the Company or an Affiliate having cause to terminate a Participant’s employment or service on account of “disability,” as defined in any existing employment, consulting or other similar agreement between the Participant and the Company or an Affiliate or, in the absence of such an employment, consulting or other agreement, a condition entitling the Participant to receive benefits under a long-term disability plan of the Company or an Affiliate or, in the absence of such a plan, the complete and permanent inability by reason of illness or accident to perform the duties of the occupation at which a Participant was employed or served when such disability commenced, as determined by the Committee based upon medical evidence acceptable to it.
(n)“Effective Date” means December 15, 2004.
(o)“Eligible Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, or a person meeting any similar requirement under any successor rule or regulation and (ii) an “outside director” within the meaning of Section 162(m) of the Code, and the Treasury Regulations promulgated thereunder; provided, however, that clause (ii) shall apply only with respect to grants of Awards with respect to which the Company’s tax deduction could be limited by Section 162(m) of the Code if such clause did not apply.
(p)“Eligible Person” means any (i) individual regularly employed by the Company or Affiliate who satisfies all of the requirements of Section 6 of the Plan; provided, however, that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director of the Company or an Affiliate or (iii) consultant or advisor to the Company or an Affiliate who may be offered securities pursuant to a Registration Statement on Form S-8 under the Securities Act or any successor form that may be adopted by the Securities and Exchange Commission.
(q)“Exchange Act” means the Securities Exchange Act of 1934, as amended.
(r)“Fair Market Value”, on a given date means (i) if the Stock is listed on a national securities exchange, the closing sale price reported as having occurred on the primary exchange with which the Stock is listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Stock is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis, the average between the closing bid price and ask price reported on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last sale basis, the amount determined by the Committee to be the fair market value on such date based upon a good faith attempt to value the Stock accurately and computed in accordance with applicable regulations of the Internal Revenue Service.
(s)“Incentive Stock Option” means an Option granted by the Committee to a Participant under the Plan which is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth herein.

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(t)“Mature Shares” means shares of Stock owned by a Participant which are not subject to any pledge or other security interest and have either been held by the Participant for six months, previously acquired by the Participant on the open market or meet such other requirements as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Option Price or satisfy a withholding obligation in respect of an Award.
(u)“Negative Discretion” shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award in accordance with Section 11(d)(iv) of the Plan; provided, that the exercise of such discretion would not cause the Performance Compensation Award to fail to qualify as “performance-based compensation” under Section 162(m) of the Code.
(v)“Nevada Gaming Laws” means the statutes of the State of Nevada, the regulations of the Nevada Gaming Commission, the rules, directives and decisions of the Nevada Gaming Commission and State Gaming Control Board, the ordinances of Clark County, Nevada, and the regulations of the Clark County Liquor and Gaming Licensing Board.
(w)“Non-Employee Director” shall mean a director of the Company who is not also an employee of the Company.
(x)“Nonqualified Stock Option” means an Option granted by the Committee to a Participant under the Plan which is not designated by the Committee as an Incentive Stock Option.
(y)“Option” means an Award granted under Section 7 of the Plan.
(z)“Option Period” means the period described in Section 7(c) of the Plan.
(aa)“Option Price” means the exercise price for an Option as described in Section 7(a) of the Plan.
(bb)“Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6 of the Plan.
(cc)“Parent” means any parent of the Company as defined in Section 424(e) of the Code.
(dd)“Performance Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.
(ee)“Performance Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award or any other performance-based Award under the Plan. The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company (or Affiliate, division or operational unit of the Company) and may include, but shall not be limited to, the following:
(i)net earnings or net income;
(ii)basic or diluted earnings per share;
(iii)net revenue or net revenue growth;
(iv)operating income;

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(v)return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales);
(vi)cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);
(vii)earnings before or after taxes, interest, depreciation, amortization and/or rents;
(viii)share price (including, but not limited to, growth measures and total stockholder return);
(ix)expense targets;
(x)margins;
(xi)operating efficiency; and
(xii)objective measures of customer satisfaction.
Any one or more of the Performance Criterion may be used to measure the performance of the Company and/or an Affiliate as a whole or any business unit of the Company and/or an Affiliate or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Criterion (xi) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph.
(ff)“Performance Formula” shall mean, for a Performance Period, the one or more objective formulas applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award or any other performance-based Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award or any other performance-based Award has been earned for the Performance Period.
(gg)“Performance Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria. The Committee is authorized at any time, in its sole and absolute discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period in order to prevent the dilution or enlargement of the rights of Participants based on the following events:
(i)asset write-downs,
(ii)litigation or claim judgments or settlements,
(iii)the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results,
(iv)any reorganization and restructuring programs,
(v)extraordinary nonrecurring items as described in Accounting Standards Codification 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year,

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(vi)acquisitions or divestitures,
(vii)any other unusual or nonrecurring events,
(viii)foreign exchange gains and losses, and
(ix)a change in the Company’s fiscal year.
(hh)“Performance Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance Compensation Award or any other performance-based Award under the Plan.
(ii)“Plan” means this Las Vegas Sands Corp. to be held at The St. Regis New York, Two E. 55th Street, New York, New York 10022, on June 3, 2016, at 11:30 am (Eastern Time),2004 Equity Award Plan (Amended and atRestated).
(jj)Related Party means (i) any adjournments thereof, uponspouse, child, stepchild, sibling or descendant of Adelson, (ii) any and all matters which may properly be brought before said meetingestate of Adelson or any adjournments thereof. The undersigned hereby revokesperson described in clause (i), (iii) any and all proxies heretofore givenperson who receives a beneficial interest in the Company or any Subsidiary from any estate described in clause (ii) to the extent of such interest, (iv) any executor, personal administrator or trustee who hold such beneficial interest in the Company or any Subsidiary for the benefit of, or as fiduciary for, any person under clauses (i), (ii) or (iii) to the extent of such interest, (v) any corporation, trust or similar entity owned or controlled by Adelson or any person referred to in clause (i), (ii), (iii) or (iv) or for the benefit of any person referred to in clause (i), or (vi) the spouse or issue of one or more of the persons described in clause (i).
(kk)“Restricted Period” means, with respect to any Award of Restricted Stock or any Restricted Stock Unit, the period of time determined by the Committee during which such meeting.Award is subject to the restrictions set forth in Section 9 of the Plan or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.
(ll)“Restricted Stock Unit” means a hypothetical investment equivalent to one share of Stock granted in connection with an Award made under Section 9 of the Plan.
(mm)“Restricted Stock” means shares of Stock issued or transferred to a Participant subject to forfeiture and the other restrictions set forth in Section 9 of the Plan.
(nn)“Securities Act” means the Securities Act of 1933, as amended.
(oo)“Stock” means the Common Stock or such other authorized shares of stock of the Company as the Committee may from time to time authorize for use under the Plan.
(pp)“Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.
(qq)“Stock Bonus” means an Award granted under Section 10 of the Plan.
(rr)“Stock Option Agreement” means any agreement between the Company and a Participant who has been granted an Option pursuant to Section 7 of the Plan which defines the rights and obligations of the parties thereto.

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(Continued(ss)“Strike Price” means, (i) in the case of a SAR granted in tandem with an Option, the Option Price of the related Option, or (ii) in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant.
(tt)“Subsidiary” means any subsidiary of the Company as defined in Section 424(f) of the Code.
(uu)“Vested Unit” shall have the meaning ascribed thereto in Section 9(d) of the Plan.
3.Effective Date, Duration and Stockholder Approval
The Plan originally became effective as of the Effective Date and was amended and restated effective as of June 4, 2014 and May 16, 2019. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(i) of the Code; provided, that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.
The expiration date of the Plan, on and after which no Awards may be granted hereunder, shall be December 14, 2024; provided, however, that such termination shall not affect Awards then outstanding, the terms and conditions of the Plan shall continue to apply to such Awards, and the administration of the Plan shall continue in effect until all matters relating to Awards previously granted have been settled.
4.Administration
(a)The Committee shall administer the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee.
(b)Subject to the provisions of the Plan and applicable law, the Committee shall have the power, and in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Stock, other securities, other Options, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations; (ix) appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

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(c)Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all parties, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder.
(d)No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award hereunder.
(e)Subject to the provisions of the Plan and applicable law, the Committee may delegate to the Chief Executive Officer acting together with either the President or an Executive Vice President of the Company the authority to grant Awards under the Plan to any Eligible Person (other than a Non-Employee Director or an officer of the Company or its Subsidiaries who is subject to the provisions of Section 16 of the Exchange Act), provided that such grants are consistent with guidelines established by the Committee from time to time.
5.Grant of Awards; Shares Subject to the Plan
Subject to Section 4 of the Plan, the Committee may, from time to time, grant Awards of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses and/or Performance Compensation Awards to one or more Eligible Persons; provided, however, that:
(a)Subject to Section 13 of the Plan, the aggregate number of shares of Stock in respect of which Awards may be granted under the Plan is 36,344,000 shares;
(b)Shares of Stock shall be deemed to have been used in settlement of Awards whether they are actually delivered or the Fair Market Value equivalent of such shares is paid in cash. Notwithstanding the foregoing, shares of Stock that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with the exercise of any Option or Stock Appreciation Right under the Plan or the payment of any purchase price with respect to any other Award under the Plan, as well as any Shares exchanged by a Participant or withheld by the Company or any of its Affiliates to satisfy the tax withholding obligations related to any Award under the Plan, shall not be available for future Awards under the Plan, and notwithstanding that a Stock Appreciation Right is settled by the delivery of a net number of shares of Stock, the full number of shares of Stock underlying such Stock Appreciation Right shall not be available for future Awards under the Plan. Shares of Stock, if any, that are repurchased by the Company using the proceeds received by the Company from the exercise of any Option or Stock Appreciation Right or from the payment of any purchase price with respect to any other Award shall not be added to the aggregate number of shares of Stock available for future Awards under the Plan. In accordance with (and without limitation upon) the foregoing, if and to the extent an Award under the Plan expires, terminates or is canceled for any reason whatsoever without the Participant having received any benefit therefrom, the shares covered by such Award shall again become available for future Awards under the Plan. For purposes of the foregoing sentence, a Participant shall not be SIGNEDdeemed to have received any “benefit” (i) in the case of forfeited Restricted Stock Awards by reason of having enjoyed voting rights prior to the date of forfeiture or (ii) in the case of an Award canceled pursuant to Section 5(e) of the Plan by reason of a new Award being granted in substitution therefor.

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(c)Stock delivered by the Company in settlement of Awards may be authorized and unissued Stock, Stock held in the treasury of the Company, Stock purchased on the other side)open market or by private purchase, or a combination of the foregoing;
COMMENTS:(d)
1.1
14475

LOGO

ANNUAL MEETING OF STOCKHOLDERS OF
LAS VEGAS SANDS CORP.
June 3, 2016
GO GREEN
e-Consent makes it easySubject to go paperless. With e-Consent, you can quickly access your proxy material, statementsSection 13 of the Plan, no person may be granted Options or SARs under the Plan during any calendar year with respect to more than 3,000,000 shares of Stock; and other eligible documents online, while reducing costs, clutter

(e)Without limiting the generality of the preceding provisions of this Section 5, and paper waste. Enroll today via www.amstock.comsubject to enjoy online access.
Important Notice RegardingSection 16 (b) of the AvailabilityPlan, the Committee may, but solely with the Participant’s consent, agree to cancel any Award under the Plan and issue a new Award in substitution therefor upon such terms as the Committee may in its sole discretion determine, provided that the substituted Award satisfies all applicable Plan requirements and the requirements of Proxy Materials forany stock exchange and stock quotation system on or over which the Stockholder MeetingStock is listed or traded, as applicable, as of the date such new Award is granted.
6.Eligibility
Participation shall be limited to Be Held on June 3, 2016: Our Proxy Statement and Annual ReportEligible Persons who have entered into an Award agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to Stockholders for the year ended December 31, 2015 are available on our website at http://investor.sands.com/proxy.cfm.
Please sign, date and mail
your proxy cardparticipate in the Plan.
7.Options
The Committee is authorized to grant one or more Incentive Stock Options or Nonqualified Stock Options to any Eligible Person;
envelope provided, however, that no Incentive Stock Option shall be granted to any Eligible Person who is not an employee of the Company or a Parent or Subsidiary. Each Option so granted shall be subject to the conditions set forth in this Section 7, or to such other conditions as soon
as possible.
Please detach along perforated line and mailmay be reflected in the envelope provided.
20430300000000001000 1
060316
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND
“FOR” ITEMS 2 AND 3.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
1. Electionapplicable Stock Option Agreement. All of Directors:
FOR ALL NOMINEES
WITHHOLD AUTHORITY
FOR ALL NOMINEES
FOR ALL EXCEPT
(See instructions below)
NOMINEES:
Sheldon G. Adelson
Irwin Chafetz
Robert G. Goldstein
Charles A. Koppelman
INSTRUCTIONS: To withhold authoritythe shares of Stock in respect of which Awards may be granted pursuant to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fillSection 5(a) of the Plan may be granted in the circle nextform of Incentive Stock Options.
(a)Option Price. The exercise price (“Option Price”) per share of Stock for each Option shall be set by the Committee at the time of grant but shall not be less than (i) in the case of an Incentive Stock Option, and subject to each nominee you wish to withhold, as shown here:
FOR AGAINST ABSTAIN
2. RatificationSection 7(e) of the selectionPlan, the Fair Market Value of Deloitte & Touche LLPa share of Stock on the Date of Grant, and (ii) in the case of a Nonqualified Stock Option, the par value of a share of Stock; provided, however, that (A) all Options intended to qualify as “performance-based compensation” under Section 162(m) of the Company’s independent registered public accounting firm forCode (other than those intended to be Performance Compensation Awards) and (B) Director Stock Options shall have an Option Price per share of Stock no less than the year ended December 31, 2016Fair Market Value of a share of Stock on the Date of Grant.
FOR AGAINST ABSTAIN(b)
3. Advisory voteManner of Exercise and Form of Payment. No shares of Stock shall be delivered pursuant to approve named executive officer compensation
This Proxy willany exercise of an Option until payment in full of the Option Price therefor is received by the Company. Options which have become exercisable may be voted as specified herein; if no specificationexercised by delivery of written notice of exercise to the Committee accompanied by payment of the Option Price. The Option Price shall be payable (i) in cash and/or shares of Stock valued at the Fair Market Value at the time the Option is made, this Proxy will be voted FORexercised (including by means of attestation of ownership of a sufficient number of shares of Stock in lieu of actual delivery of such shares to the electionsCompany); provided, that such shares of directors and FOR items 2 and 3 and otherwiseStock are Mature Shares, (ii) in the discretion of the ProxiesCommittee, either (A) in other property having a fair market value on the date of exercise equal to the Option Price or (B) by delivering to the

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Committee a copy of irrevocable instructions to a stockbroker to deliver promptly to the Company an amount of loan proceeds, or proceeds from the sale of the Stock subject to the Option, sufficient to pay the Option Price or (iii) by such other method as the Committee may allow. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in the manner described in clause (ii) or (iii) of the preceding sentence if the Committee determines that exercising an Option in such manner would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter dealer quotation system on which the securities of the Company or any Affiliates are listed or traded.
(c)Vesting, Option Period and Expiration. Options, other than Director Stock Options, shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability. If an Option is exercisable in installments, such installments or portions thereof which become exercisable shall remain exercisable until the Option expires.
(d)Stock Option Agreement - Other Terms and Conditions. Each Option granted under the Plan shall be evidenced by a Stock Option Agreement. Except as specifically provided otherwise in such Stock Option Agreement, each Option granted under the Plan shall be subject to the following terms and conditions:
(i)Each Option or portion thereof that is exercisable shall be exercisable for the full amount or for any part thereof.
(ii)No shares of Stock shall be delivered pursuant to any exercise of an Option until the Company has received full payment of the Option Price therefor. Each Option shall cease to be exercisable, as to any share of Stock, when the Participant purchases the share or exercises a related SAR or when the Option expires.
(iii)Subject to Section 12(k) of the Plan, Options shall not be transferable by the Participant except by will or the laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by him.
(iv)Each Option (other than Director Stock Options) shall vest and become exercisable by the Participant in accordance with the vesting schedule established by the Committee and set forth in the Stock Option Agreement.
(v)At the time of any exercise of an Option, the Committee may, in its sole discretion, require a Participant to deliver to the Committee a written representation that the shares of Stock to be acquired upon such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof and any other representation deemed necessary by the Committee to ensure compliance with all applicable federal and state securities laws. Upon such a request by the Committee, delivery of such representation prior to the delivery of any shares issued upon exercise of an Option shall be a condition precedent to the right of the Participant or such other person to purchase any shares. In the event certificates for Stock are delivered under the Plan with respect to which such investment

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representation has been obtained, the Committee may cause a legend or legends to be placed on such certificates to make appropriate reference to such representation and to restrict transfer in the absence of compliance with applicable federal or state securities laws.
(vi)Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including any sale) of such Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date the Participant acquired the Stock by exercising the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any Stock acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Stock.
(vii)A Stock Option Agreement may, but need not, include a provision whereby a Participant may elect, at any time before the termination of the Participant’s employment with the Company, to exercise the Option as to any part or all of the shares of Stock subject to the Option prior to the full vesting of the Option. Any unvested shares of Stock so purchased may be subject to a share repurchase option in favor of the Company or to any other restriction the Committee determines to be appropriate. The Company shall not exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following the exercise of the Option unless the Committee otherwise specifically provides in an Stock Option Agreement.
(e)Incentive Stock Option Grants to 10% Stockholders. Notwithstanding anything to the contrary in this Section 7, if an Incentive Stock Option is granted to a Participant who owns stock representing more than ten percent of the voting power of all classes of stock of the Company or of a Subsidiary or Parent, the Option Period shall not exceed five years from the Date of Grant of such Option and the Option Price shall be at least 110 percent of the Fair Market Value (on the Date of Grant) of the Stock subject to the Option.
(f)$100,000 Per Year Limitation for Incentive Stock Options. To the extent the aggregate Fair Market Value (determined as of the Date of Grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.
(g)Director Stock Options.
(i)Notwithstanding any of this Section 7 to the contrary:
(A)On the effective date of the initial public offering of the Common Stock, each Non-Employee Director shall be automatically granted without further action by the Committee a Nonqualified Stock Option to purchase such number of shares of Stock as shall be determined by the Board to be necessary for such Nonqualified Stock Option to have an aggregate

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grant date value (based on the Black-Scholes option valuation model) of $100,000; and
(B)On the date any person first becomes a Non-Employee Director following the effective date of the initial public offering of the Common Stock, such person shall be automatically granted without further action by the Committee a Nonqualified Stock Option to purchase such number of shares of Stock as shall be determined by the Board to be necessary for such Nonqualified Stock Option to have an aggregate grant date value (based on the Black-Scholes option valuation model) of $100,000.
(ii)All Options granted to Non-Employee Directors pursuant to Section 7(g)(i) of the Plan shall hereinafter be referred to as “Director Stock Options” and shall be subject to the following conditions:
(A)
Option Price. All Directors Stock Options shall have an Option Price per share equal to the Fair Market Value of a share of Stock on the Date of Grant.
(B)
Vesting. All Director Stock Options shall vest and become exercisable over a period of five years at the rate of 20% on each of the five consecutive anniversaries of the applicable Date of Grant, provided the Non-Employee Director’s service as a director continues through each such anniversary.
(C)
Term. The term of each Director Stock Option (the “Director Option Term”), after which each such Director Stock Option shall expire, shall be ten years from the Date of Grant.
(D)
Expiration. If prior to the expiration of the Director Option Term of a Director Stock Option a Non-Employee Director shall cease to be a member of the Board, the Director Stock Option shall expire on the earlier of the expiration of the Director Option Term or (i) one year after such cessation on account of the death of the Non-Employee Director or (ii) three months after the date of such cessation for any other reason. In the event a Non-Employee Director ceases to be a member of the Board for any reason, any unexpired Director Stock Option shall thereafter be exercisable until its expiration only to the extent that such Option was exercisable at the time of such cessation, except in the case of a cessation on account of the death of the Non-Employee Director, in which case such Option shall be fully exercisable.
(E)
Director Stock Option Agreement. Each Director Stock Option shall be evidenced by a Director Stock Option Agreement, which shall contain such additional provisions as may be determined by the Board.
8.Stock Appreciation Rights
Any Option granted under the Plan may include SARs, either at the Date of Grant or, except in the case of an Incentive Stock Option, by subsequent amendment. The Committee also may award

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SARs to Eligible Persons independent of any Option. A SAR shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose, including, but not limited to, the following:
(a)Vesting, Transferability and Expiration. ASAR granted in connection with an Option shall become exercisable, be transferable and shall expire according to the same vesting schedule, transferability rules and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall become exercisable, be transferable and shall expire in accordance with a vesting schedule, transferability rules and expiration provisions as established by the Committee and reflected in an Award agreement.
(b)Automatic exercise. If on the last day of the Option Period (or in the case of a SAR independent of an option, the period established by the Committee after which the SAR shall expire), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option, and neither the SAR nor the corresponding Option has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.
(c)Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR multiplied by the excess, if any, of the Fair Market Value of one share of Stock on the exercise date over the Strike Price. The Company shall pay such excess in cash, in shares of Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Fractional shares shall be settled in cash.
(d)Method of Exercise. A Participant may exercise a SAR at such time or times as may be determined by the Committee at the time of grant by filing an irrevocable written notice with the Committee or its designee, specifying the number of SARs to be exercised, and the date on which such SARs were awarded.
(e)Expiration. Except as otherwise provided in the case of SARs granted in connection with Options, a SAR shall expire on a date designated by the Committee which is not later than ten years after the Date of Grant of the SAR.
9.Restricted Stock and Restricted Stock Units
(a)Award of Restricted Stock and Restricted Stock Units.
(i)The Committee shall have the authority (A) to grant Restricted Stock and Restricted Stock Units to Eligible Persons, (B) to issue or transfer Restricted Stock to Participants, and (C) to establish terms, conditions and restrictions applicable to such Restricted Stock and Restricted Stock Units, including the Restricted Period, as applicable, which may differ with respect to each grantee, the time or times at which Restricted Stock or Restricted Stock Units shall be granted or become vested and the number of shares or units to be covered by each grant.
(ii)Each Participant granted Restricted Stock shall execute and deliver to the Company an Award agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Committee determines that the Restricted Stock shall be held in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may

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require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Committee and (B) the appropriate blank stock powers with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock powers, the Award shall be null and void. Subject to the restrictions set forth in Section 9(b) of the Plan, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. Cash dividends and stock dividends with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and at the discretion of the Committee, interest may be credited on the amount of cash dividends withheld at a rate and subject to such terms as determined by the Committee. The cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such cash dividends, stock dividends or earnings.
(iii)Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued and, if it so determines, deposited together with the stock powers with an escrow agent designated by the Committee. If an escrow arrangement is used, the Committee may cause the escrow agent to issue to the Participant a receipt evidencing any stock certificate held by it, registered in the name of the Participant.
(iv)The terms and conditions of a grant of Restricted Stock Units shall be reflected in a written Award agreement. No shares of Stock shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the payment of any such Award. At the discretion of the Committee, each Restricted Stock Unit (representing one share of Stock) may be credited with cash and stock dividends paid by the Company in respect of one share of Stock (“Dividend Equivalents”). Such Dividend Equivalents shall be withheld by the Company for the Participant’s account, and at the discretion of the Committee, interest may be credited on the amount of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to a Participant’s account and attributable to any particular Restricted Stock Unit (and earnings thereon, if applicable) shall be distributed to the Participant upon settlement of such Restricted Stock Unit and, if such Restricted Stock Unit is forfeited, the Participant shall have no right to such Dividends Equivalents.
(b)Restrictions.
(i)Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and to such other terms and conditions as may be set forth in the applicable Award agreement: (A) if an escrow arrangement is used, the Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions on transferability set forth in the Award agreement; (C) the shares shall be subject to forfeiture to the extent provided in Section 9(d) of the Plan and the applicable Award agreement; and (D) to the extent such shares are forfeited, the stock certificates shall be returned to the Company, and all rights of the

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Participant to such shares and as a stockholder shall terminate without further obligation on the part of the Company.
(ii)Restricted Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the Restricted Period, and satisfaction of any applicable Performance Goals during such period, to the extent provided in the applicable Award agreement, and to the extent such Restricted Stock Units are forfeited, all rights of the Participant to such Restricted Stock Units shall terminate without further obligation on the part of the Company and (B) such other terms and conditions as may be set forth in the applicable Award agreement.
(iii)The Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date of the Restricted Stock or Restricted Stock Units are granted, such action is appropriate.
(c)Restricted Period. The Restricted Period of Restricted Stock and Restricted Stock Units shall commence on the Date of Grant and shall expire from time to time as to that part of the Restricted Stock and Restricted Stock Units indicated in a schedule established by the Committee in the applicable Award agreement.
(d)Delivery of Restricted Stock and Settlement of Restricted Stock Units. Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in Section 9(b) of the Plan and the applicable Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the stock certificate evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (to the nearest full share) and any cash dividends or stock dividends credited to the Participant’s account with respect to such Restricted Stock and the interest thereon, if any.
Upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one share of Stock for each such outstanding Restricted Stock Unit (“Vested Unit”) and cash equal to any Dividend Equivalents credited with respect to each such Vested Unit in accordance with Section 9(a)(iv) of the Plan and the interest thereon, if any; provided, however, that, if explicitly provided in the applicable Award agreement, the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part Stock in lieu of delivering only shares of Stock for Vested Units or (ii) delay the delivery of Stock (or cash or part Stock and part cash, as the case may be) beyond the expiration of the Restricted Period. If a cash payment is made in lieu of delivering shares of Stock, the amount of such payment shall be equal to the Fair Market Value of the Stock as of the date on which the Restricted Period lapsed with respect to such Vested Unit.
(e)Stock Restrictions. Each certificate (if any) representing Restricted Stock awarded under the Plan shall bear a legend substantially in the form of the following until the lapse of all restrictions with respect to such Stock as well as any other information the Company deems appropriate:

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Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the Las Vegas Sands Corp. 2004 Equity Award Plan (Amended and Restated) and a Restricted Stock Purchase and Award Agreement, dated as of _____________, between Las Vegas Sands Corp. and __________________. A copy of such Plan and Agreement is on file at the offices of Las Vegas Sands Corp.
Stop transfer orders shall be entered with the Company’s transfer agent and registrar against the transfer of legended securities.
(f)Director Restricted Stock. Notwithstanding any of this Section 9 to the contrary, on the date of each of the Company’s annual meetings of stockholders following the initial public offering of the Common Stock, each Non-Employee Director shall be automatically granted, without further action by the Committee, shares of Restricted Stock having an aggregate Fair Market Value on the Date of Grant equal to the annual cash retainer payable to the Non-Employee Director in respect of the year commencing on the date of such annual meeting. All such shares of Restricted Stock granted to Non-Employee Directors shall hereinafter be referred to as “Director Restricted Stock” and shall contain the following provisions:
(i)Restricted Period. The Restricted Period in respect of Director Restricted Stock shall expire on the earlier to occur of (x) the one year anniversary of the applicable Date of Grant and (y) the date of the Company’s annual meeting or any adjournments or postponement thereof.
Consenting to receive all future annual meeting materials and stockholder communications electronically is simple and fast! Enroll today at www.amstock.com for secure online access to your proxy materials, statements, tax documents and other important stockholder correspondence.
TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD.
I plan to attend meeting.
To change the address on your account, please check the box at right and indicate your new addressof stockholders occurring in the address space above. Please notecalendar year following the calendar year in which the applicable Date of Grant occurs; provided, that changesthe Non-Employee Director continues to serve as a member of the registered name(s) onBoard through such expiration of the accountRestricted Period or, if earlier, the date of the Non-Employee Director’s death; provided, further, that Director Restricted Stock as to which the Restricted Period has expired may not be submitted viasold or, other than as allowed under Section 12(k) of the Plan, transferred by a Non-Employee Director while a member of the Board; provided, however, that a Non-Employee Director shall be permitted to sell that number of vested shares of Restricted Stock having an aggregate Fair Market Value equal to the amount of federal, state and local taxes incurred by the Participant as a result of the vesting of such shares of Restricted Stock.
(ii)Forfeiture. Except as provided in subsection (i) of this method.
SignatureSection 9(f), if a Non-Employee Director shall cease to be a member of Stockholder
Date:
Signaturethe Board for any reason prior to the expiration of Stockholder
Date:
Note: Please sign exactlythe Restricted Period as your nameto any Director Restricted Stock, such Director Restricted Stock shall be forfeited in its entirety.
(iii)Director Restricted Stock Agreement. Each Award of Director Restricted Stock shall be evidenced by a Director Restricted Stock Agreement, which shall contain such additional provisions as may be determined by the Board.
(iv)Non-Employee Director Election. Each Non-Employee Director may elect, in accordance with procedures established by the Committee, to receive a grant of Restricted Stock Units in lieu of each automatic annual award of shares of Director Restricted Stock, any such grant of Restricted Stock Units to have the same Fair Market Value, Restricted Period and other terms as the applicable grant of Director Restricted Stock. Notwithstanding the foregoing, any Non-Employee Director who elects to receive Restricted Stock Units may elect the settlement date for the Restricted Stock Units, provided that the settlement

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date for such Restricted Stock Units shall not be earlier than the date on which the Restricted Period lapses.
10.Stock Bonus Awards
The Committee may issue unrestricted Stock, or names appearother Awards denominated in Stock, under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts and subject to such terms and conditions as the Committee shall from time to time in its sole discretion determine. A Stock Bonus Award under the Plan shall be granted as, or in payment of, a bonus, or to provide incentives or recognize special achievements or contributions.
11.Performance Compensation Awards and Other Performance -Based Awards
(a)General. The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of the Plan to grant performance-based Awards under the Plan and (other than Options and Stock Appreciation Rights granted with an exercise price or grant price, as the case may be, equal to or greater than the Fair Market Value per share of Stock on the date of grant), to designate such Award as a Performance Compensation Award in order to qualify such Award as “performance-based compensation” under Section 162(m) of the Code.
(b)Eligibility. The Committee will, in its sole discretion, designate which Participants will be eligible to receive Performance Compensation Awards or any other performance-based Awards in respect of such Performance Period. However, designation of a Participant eligible to receive an Award hereunder for a Performance Period shall not in any manner entitle the Participant to receive payment in respect of any Performance Compensation Award or any other performance-based Award for such Performance Period. The determination as to whether or not such Participant becomes entitled to payment in respect of any Performance Compensation Award or any other performance-based Award shall be decided solely in accordance with the provisions of this Proxy. WhenSection 11. Moreover, designation of a Participant eligible to receive an Award hereunder for a particular Performance Period shall not require designation of such Participant eligible to receive an Award hereunder in any subsequent Performance Period and designation of one person as a Participant eligible to receive an Award hereunder shall not require designation of any other person as a Participant eligible to receive an Award hereunder in such period or in any other period.
(c)Discretion of Committee with Respect to Performance Compensation Awards and Other Performance-Based Awards. With regard to a particular Performance Period, the Committee shall have full discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply to the Company and the Performance Formula.
(d)Payment of Performance Compensation Awards
(i)Condition to Receipt of Payment. Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.
(ii)Limitation. A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for

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such period are achieved; and (B) the Performance Formula as applied against such Performance Goals determines that all or some portion of such Participant’s Performance Award has been earned for the Performance Period.
(iii)Determination of Performance. Following the completion of a Performance Period, the Committee shall determine whether, and to what extent, the Performance Goals for the Performance Period have been achieved. The Committee shall then determine the actual size of each Participant’s Award for the Performance Period and, in so doing, may apply Negative Discretion in accordance with Section 11(d)(iv) of the Plan hereof, if and when it deems appropriate.
(iv)Use of Discretion. In determining the actual size of an individual Award for a Performance Period, the Committee may reduce or eliminate the amount of the Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate. The Committee shall not have the discretion to (a) grant or provide payment in respect of Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (b) increase an Award above the maximum amount payable under Sections 4(a) or 11(d)(vi) of the Plan.
(v)Timing of Award Payments. Unless otherwise provided in the applicable Award agreement, Performance Compensation Awards and any other performance-based Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the determinations required by this Section 11.
(vi)Maximum Award Payable. Notwithstanding any provision contained in this Plan to the contrary, the maximum Performance Compensation Award payable to any one Participant under the Plan for a Performance Period is 3,000,000 shares of Stock or, in the event the Performance Compensation Award is paid in cash, the equivalent cash value thereof on the first or last day of the Performance Period to which such Award relates, as determined by the Committee. Furthermore, any Performance Compensation Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase (A) with respect to Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the Committee or (B) with respect to a Performance Compensation Award that is payable in shares of Stock, by an amount greater than the appreciation of a share of Stock from the date such Award is deferred to the payment date.
12.General
(a)Additional Provisions of an Award. Awards to a Participant under the Plan also may be subject to such other provisions (whether or not applicable to Awards granted to any other Participant) as the Committee determines appropriate, including, without limitation, provisions to assist the Participant in financing the purchase of Stock upon the exercise of Options (provided, that the Committee determines that providing such financing does not violate the Sarbanes-Oxley Act of 2002), provisions for the forfeiture of or restrictions on resale or other disposition of shares of Stock acquired under any Award, provisions giving the Company the right to repurchase shares

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of Stock acquired under any Award in the event the Participant elects to dispose of such shares, provisions allowing the Participant to elect to defer the receipt of payment in respect of Awards for a specified period or until a specified event, and provisions to comply with Federal and state securities laws and Federal and state tax withholding requirements. Any such provisions shall be reflected in the applicable Award agreement.
(b)Privileges of Stock Ownership. Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of ownership in respect of shares of Stock which are held jointly,subject to Awards hereunder until such shares have been issued to that person. At the discretion of the Committee, each holder should sign. When signingAward (representing one share of Stock) may be credited with cash and stock dividends or Dividend Equivalents, as executor, administrator, attorney, trusteeapplicable. Such Dividend Equivalents shall be withheld by the Company for the Participant’s account, and at the discretion of the Committee, interest may be credited on the amount of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to a Participant’s account and attributable to any particular Award (and earnings thereon, if applicable) shall be distributed to the Participant upon vesting or guardian, please give full titlesettlement of such Award, as such.applicable, and, if such Award is forfeited, the Participant shall have no right to such Dividends Equivalents.
(c)Government and Other Regulations. The obligation of the Company to grant or settle Awards in Stock shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Stock pursuant to an Award made or granted hereunder unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. If the signershares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.
(d)Tax Withholding.
(i)A Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any shares of Stock or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Stock or other property) of any required income tax withholding and payroll taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding and taxes.
(ii)Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability or such

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other amount as may be permitted by applicable law and accounting standards) by (A) the delivery of Mature Shares owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Stock otherwise issuable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability.
(e)Claim to Awards and Employment Rights. No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate.
(f)Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.
(g)Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a corporation, please sign full corporate nameminor, or has died, then any payment due to such person or his estate (unless a prior claim therefor has been made by a duly authorizedappointed legal representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.
(h)No Liability of Committee Members. No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer giving full titleor director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws, as such. If signera matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

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(i)Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Nevada applicable to contracts made and performed wholly within the State of Nevada and, to the extent applicable, the Nevada Gaming Laws.
(j)Funding. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.
(k)Nontransferability.
(i)Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
(ii)Notwithstanding the foregoing, subject to compliance with applicable law, the Committee may, in its sole discretion, permit Awards other than Incentive Stock Options to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve the purposes of the Plan, to:
(A)
any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 (collectively, the “Immediate Family Members”);
(B)a trust solely for the benefit of the Participant and his or her Immediate Family Members;
(C)a partnership or limited liability company whose only partners or shareholders are the Participant and his or her Immediate Family Members; or
(D)any other transferee as may be approved either (a) by the Board or the Committee in its sole discretion, or (b) as provided in the applicable Award agreement;
(each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a partnership, please sign“Permitted Transferee”); provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in partnership name by authorized person.writing that such a transfer would comply with the requirements of the Plan.

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(iii)

LOGO

ANNUAL MEETING OF STOCKHOLDERS OF
LAS VEGAS SANDS CORP.
June 3, 2016
PROXY VOTING INSTRUCTIONS
INTERNET - Access “www.voteproxy.com”The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437)any reference in the United StatesPlan, or 1-718-921-8500 from foreign countries fromin any touch-tone telephoneapplicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and followdistribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the instructions. Have your proxy card available when you call.
Vote online/phone until 11:59 PM EDTshares of Stock to be acquired pursuant to the day beforeexercise of such Option if the meeting.
MAIL - Sign, dateCommittee determines, consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate, (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise, and mail your proxy card(D) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the envelopePlan and the applicable Award agreement.

(l)Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any person or persons other than himself.
(m)Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.
(n)Expenses. The expenses of administering the Plan shall be borne by the Company and its Affiliates.
(o)Pronouns. Masculine pronouns and other words of masculine gender shall refer to both men and women.
(p)Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.
(q)Termination of Employment. Unless an applicable Award agreement provides otherwise, for purposes of the Plan a person who transfers from employment or service with the Company to employment or service with an Affiliate or vice versa shall not be deemed to have terminated employment or service with the Company or an Affiliate.
(r)Severability. If any provision of the Plan or any Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction,

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person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.
13.Changes in Capital Structure
With respect to Awards granted under the Plan and any agreements evidencing such Awards, the maximum number of shares of Stock subject to all Awards stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Awards during any period stated in Sections 5(d) or 11(d)(vi) of the Plan, the Committee shall make an equitable adjustment or substitution, in order to prevent substantial enlargement or dilution of a Participant’s rights in a manner consistent with the purposes of the Plan, as to the number, price or kind of a share of Stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Award or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan; provided, however, that the manner of any such equitable adjustment shall be determined by the Committee in its sole discretion. Any adjustment in Incentive Stock Options under this Section 13 shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 13 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing the Company to be denied a tax deduction on account of Section 162(m) of the Code. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.
Notwithstanding the above, in the event of any of the following in which the outstanding Awards are not assumed or substituted in connection therewith:
A.    The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by stockholders of the Company in a form other than stock or other equity interests of the surviving entity;
B.    All or substantially all of the assets of the Company are acquired by another person;
C.    The reorganization or liquidation of the Company; or
D.    The Company shall enter into a written agreement to undergo an event described in clauses A, B or C above,
then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Awards and cause the holders thereof to be paid, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of

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Stock received or to be received by other stockholders of the Company in the event. The terms of this Section 13 may be varied by the Committee in any particular Award agreement.
14.Effect of Change in Control
(a)Except to the extent provided in a particular Award agreement:
(i)In the event of a Change in Control, notwithstanding any provision of the Plan or any applicable Award agreement to the contrary, the Committee may in its discretion provide that all Options and SARs shall become immediately exercisable with respect to 100 percent of the shares subject to such Option or SAR, and/or that the Restricted Period shall expire immediately with respect to 100 percent of all shares of Restricted Stock or Restricted Stock Units and other Awards (including a waiver of any applicable Performance Goals). To the extent practicable, such acceleration of exercisability and expiration of the Restricted Period (as applicable) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transaction with respect to the Stock subject to their Awards.
(ii)In the event of a Change in Control, all incomplete Performance Periods in effect on the date the Change in Control occurs shall end on the date of such change, and the Committee shall (A) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information then available as it deems relevant, (B) cause to be paid to each Participant partial or full Awards with respect to Performance Goals for each such Performance Period based upon the Committee’s determination of the degree of attainment of Performance Goals, and (C) cause all previously deferred Awards to be settled in full as soon as possible.
IN PERSON - You may vote your shares in person by attending the Annual Meeting.(b)
GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.
COMPANY NUMBER
ACCOUNT NUMBER
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 3, 2016: Our Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2015 are available on our website at http://investor.sands.com/proxy.cfm.
Please detach along perforated line and mailIn addition, in the envelope provided IF you are not voting via telephoneevent of a Change in Control, the Committee may in its discretion and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the Internet.
20430300000000001000 1
060316
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND
“FOR” ITEMS 2 AND 3.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE X
1. Electionvalue of Directors:
FOR ALL NOMINEES
WITHHOLD AUTHORITY
FOR ALL NOMINEES
FOR ALL EXCEPT
(See instructions below
NOMINEES:
Sheldon G. Adelson
Irwin Chafetz
Robert G. Goldstein
Charles A. Koppelman
INSTRUCTIONS: To withhold authoritysuch Awards (if any) based upon the price per share of Stock received or to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fillbe received by other stockholders of the Company in the circle nextevent; provided, however, that if the Option Price or Strike Price of any outstanding Award is equal to each nominee you wishor greater than the value of such Award as determined in accordance with this Section 14(b), the Committee may cancel such Award without the payment of any consideration to withhold, as shown here:the Participant.
FOR AGAINST ABSTAIN(c)
2. RatificationThe obligations of the selection of Deloitte & Touche LLP asCompany under the Company’s independent registered public accounting firm forPlan shall be binding upon any successor corporation or organization resulting from the year ended December 31, 2016
FOR AGAINST ABSTAIN
3. Advisory vote to approve named executive officer compensation
This Proxy will be voted as specified herein; if no specification is made, this Proxy will be voted FOR the elections of directors and FOR items 2 and 3 and otherwise in the discretionmerger, consolidation or other reorganization of the Proxies at the annual meetingCompany, or upon any adjournmentssuccessor corporation or postponement thereof.
Consentingorganization succeeding to receive all future annual meeting materials and stockholder communications electronically is simple and fast! Enroll today at www.amstock.com for secure online access to your proxy materials, statements, tax documents and other important stockholder correspondence.
TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD.
I plan to attend meeting.
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
Signature of Stockholder
Date:
Signature of Stockholder
Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

LOGO

Important Notice of Availability of Proxy Materials for the Annual Stockholder Meeting of
LAS VEGAS SANDS CORP.
To Be Held on: June 3, 2016 at 11:30 am (Eastern Time) The St. Regis New York Two E. 55th Street, New York, NY 10022
COMPANY NUMBER ACCOUNT NUMBER CONTROL NUMBER
This communication presents only an overview of the more complete proxy materials that are available to you on the internet. we encourage you to access and reviewsubstantially all of the important informationassets and business of the Company. The Company agrees that it will make appropriate provisions for the preservation of Participants’ rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.

15.Nonexclusivity of the Plan
Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including,

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without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.
16.Amendments and Termination
(a)Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including as necessary to comply with any applicable stock exchange listing requirement or to prevent the Company from being denied a tax deduction on account of Section 162(m) of the Code); and provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would impair the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.
(b)Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would impair the rights of any Participant or any holder or beneficiary of any Option theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary; and provided, further, that, without stockholder approval, (i) no amendment or modification may reduce the Option Price of any Option and (ii) the Committee may not cancel any outstanding Option and replace it with a new Option (with a lower Option Price) in a manner which would be reportable on the Company’s proxy statement as Options which have been “repriced” (as such term is used in Item 402 of Regulation S-K promulgated under the Exchange Act).
17.Section 409A of the Code
The Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments described in the proxy materials before voting.
If you want to receive a paper or e-mail copyPlan that are due within the “short term deferral period” as defined in Section 409A of the proxy materials you must request one. There is no chargeCode shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 5/24/16.
Please visit http://investor.sands.com/proxy.cfm, wherecontrary in the following materials are available for view:
• Notice of Annual Meeting of Stockholders
• Proxy Statement
• Form of Electronic Proxy Card
• Annual Report on Form 10-K
TO REQUEST MATERIAL: TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers)
E-MAIL: info@amstock.com
WEBSITE: http://www.amstock.com/proxyservices/requestmaterials.asp
TO VOTE:
ONLINE: To access your online proxy card, please visit www.voteproxy.com and followPlan, to the on-screen instructionsextent that any Awards (or any other amounts payable under any plan, program or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
IN PERSON: You may vote your shares in person by attending the annual meeting.
TELEPHONE: to vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call.
MAIL: You may request a card by following the instructions above.
1. Election of directors:
NOMINEES:
Sheldon G. Adelson
Irwin Chafetz
Robert G. Goldstein
Charles A. Koppelman
2. Ratificationarrangement of the selectionCompany or any of Deloitte & Touche LLPits Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or upon the Participant’s death, if earlier). Each amount to be paid or

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benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. The Company makes no representation that any or all of the payments or benefits described in this Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.
18.Clawback Policy
Notwithstanding any other provisions in the Plan, any Award which is subject to recovery under any law, government regulation, stock exchange listing requirement or Company policy, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or Company policy (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement), including, without limitation, the Company’s independent registered public accounting firm for the year ended December 31, 2016
3. Advisory voteForfeiture of Improperly Received Compensation Policy, effective January 23, 2018, as may be amended from time to approve named executive officer compensationtime.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” ITEMS 2 AND 3.
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Please note that you cannot use this notice to vote by mail.


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