UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 12, 2022
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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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| 3883 Howard Hughes Parkway, Suite 550 | |
| Las Vegas, | Nevada | 89169 |
| (Address of principal executive offices) | (Zip Code) |
(702) 923-9000
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ☐ | 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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| Securities registered pursuant to Section 12(b) of the Act: | |
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | |
| Common Stock ($0.001 par value) | | LVS | | New York Stock Exchange | |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
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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 the Company voted on the three proposals listed below at the Company’s Annual Meeting of Stockholders held on May 12, 2022. The proposals are described in detail in the Definitive Proxy Statement.
Proposal 1 — Election of Directors
Votes regarding the election of Irwin Chafetz, Micheline Chau, Patrick Dumont, Charles D. Forman, Robert G. Goldstein, Nora M. Jordan, Charles A. Koppelman, Lewis Kramer, David F. Levi, and Yibing Mao to serve on the Board of Directors until the 2023 Annual Meeting of Stockholders, were as follows:
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| Nominees for Director | Votes For | Votes Withheld | Broker Non-Votes |
| Irwin Chafetz | 661,575,271 | 26,877,287 | 31,599,175 |
| Micheline Chau | 496,035,921 | 192,416,637 | 31,599,175 |
| Patrick Dumont | 665,731,080 | 22,721,478 | 31,599,175 |
| Charles D. Forman | 664,405,007 | 24,047,551 | 31,599,175 |
| Robert G. Goldstein | 662,579,496 | 25,873,062 | 31,599,175 |
| Nora M. Jordan | 660,072,745 | 28,379,813 | 31,599,175 |
| Charles A. Koppelman | 472,842,576 | 215,609,982 | 31,599,175 |
| Lewis Kramer | 683,782,548 | 4,670,010 | 31,599,175 |
| David F. Levi | 496,085,249 | 192,367,309 | 31,599,175 |
| Yibing Mao | 686,636,418 | 1,816,140 | 31,599,175 |
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
Votes to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 were as follows:
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| Votes For | Votes Against | Abstentions |
| 718,332,294 | 872,928 | 846,511 |
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 |
| 452,558,562 | 234,303,916 | 1,590,080 | 31,599,175 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: May 13, 2022
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| | | LAS VEGAS SANDS CORP. |
| | By: | /S/ D. ZACHARY HUDSON |
| | | Name: D. Zachary Hudson
Title: Executive Vice President, Global General Counsel and Secretary |
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