UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 8, 2017
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| LAS VEGAS SANDS CORP. |
| (Exact name of registrant as specified in its charter) |
NEVADA |
| (State or other jurisdiction of incorporation) |
001-32373 | 27-0099920 |
| (Commission File Number) | (IRS Employer Identification No.) |
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3355 LAS VEGAS BOULEVARD SOUTH LAS VEGAS, NEVADA | 89109 |
| (Address of principal executive offices) | (Zip Code) |
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| (702) 414-1000 |
| (Registrant’s telephone number, including area code) |
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| NOT APPLICABLE |
| (Former name or former address, if changed since last report) |
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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Emerging growth company ¨ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ |
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| ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
The stockholders of Las Vegas Sands Corp. (the “Company”) voted on the four proposals listed below at the Company’s Annual Meeting of Stockholders held on June 8, 2017. The proposals are described in detail in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 21, 2017.
Proposal 1 — Election of Directors
Votes regarding the election of Charles D. Forman, Steven L. Gerard, George Jamieson and Lewis Kramer to serve on the Board of Directors as Class I directors for three-year terms, which will expire at the Company's 2020 Annual Meeting of Stockholders, were as follows:
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| Nominees for Director | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Charles D. Forman | | 701,508,559 | | 14,026,199 | | 42,155,066 |
| Steven L. Gerard | | 689,271,445 | | 26,263,313 | | 42,155,066 |
| George Jamieson | | 710,603,970 | | 4,930,788 | | 42,155,066 |
| Lewis Kramer | | 708,971,816 | | 6,562,942 | | 42,155,066 |
Proposal 2 — Ratification of the Selection of the Independent Registered Public Accounting Firm
Votes to ratify the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017, were as follows:
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 756,707,930 | | 780,782 | | 201,112 | | 0 |
Proposal 3 — An Advisory (Non-Binding) Vote on Executive Compensation
Votes to approve an advisory (non-binding) resolution on executive compensation were as follows:
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 594,047,571 | | 121,166,819 | | 320,368 | | 42,155,066 |
Proposal 4 — An Advisory (Non-Binding) Vote on the Frequency of Future Stockholder Advisory Votes on Executive Compensation
Votes on an advisory (non-binding) resolution on the frequency of future stockholder advisory votes on executive compensation were as follows:
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| One Year | | Two Years | | Three Years | | Abstentions | | Broker Non-Votes |
| 712,487,345 | | 332,059 | | 2,542,382 | | 172,972 | | 42,155,066 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: June 9, 2017
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| | | LAS VEGAS SANDS CORP. |
| | By: | /s/ Lawrence A. Jacobs |
| | | Name: Lawrence A. Jacobs Title: Executive Vice President, Global General Counsel and Secretary |
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