eh1300844_8k.htm


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 5, 2013
 
LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)
 
NEVADA
(State or other jurisdiction
of incorporation)
001-32373
(Commission File Number)
27-0099920
(IRS Employer
Identification No.)

 
3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA
(Address of principal executive offices)
 
89109
(Zip Code)
 
Registrant’s telephone number, including area code:  (702) 414-1000
 
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):
 
 
o
Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



 
 

 
 
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 5, 2013.  The proposals are described in detail in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 26, 2013.
 
Proposal 1 — Election of Directors
 
Votes regarding the election of Sheldon G. Adelson, Irwin Chafetz, Victor Chaltiel and Charles A. Koppelman to serve on the Board of Directors as Class III directors for three-year terms, which will expire at the Company’s 2016 Annual Meeting of Stockholders, were as follows:
 
Nominees for Director
Votes For
Votes Withheld
Broker Non-Votes
Sheldon G. Adelson
  703,773,416   19,488,433   0
Irwin Chafetz
  707,360,823   15,901,026   0
Victor Chaltiel
 711,132,644   12,129,205   0
Charles A. Koppelman
  671,971,267   51,290,582   0
 

Proposal 2 — Approval of the Performance-Based Provisions of the Company’s 2004 Equity Award Plan

Votes to approve the performance-based provisions of the Company’s 2004 Equity Award Plan were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
  716,637,108   6,152,440   472,301   0

Proposal 3 — Approval of the Performance-Based Provisions of the Company’s Executive Cash Incentive Plan

Votes to approve the performance-based provisions of the Company’s Executive Cash Incentive Plan were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
  716,833,603   5,920,617   507,629   0
 
 
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Proposal 4 — An Advisory (Non-Binding) Vote on Executive Compensation
 
Votes to approve an advisory (non-binding) resolution on executive compensation were as follows:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
  608,171,587   112,805,627   2,284,635   0

 
Item 8.01   Other Events.

On June 5, 2013, the Company issued a press release announcing that the Company's Board of Directors authorized a multi-year program to repurchase up to $2.0 billion of the Company's outstanding shares of common stock. A copy of the press release is attached as Exhibit 99.1 to this Report and is incorporated by reference into this Item.
 
Item 9.01   Financial Statements and Exhibits.

(d)      Exhibits.
 
99.1
 
Press release, dated June 5, 2013.
 

 
 
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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, thereunto duly authorized.
 
Dated:  June 5, 2013
 
 
 
LAS VEGAS SANDS CORP.
 
     
       
 
By:
/s/ Ira H. Raphaelson  
  Name:   
Ira H. Raphaelson
 
  Title:  Executive Vice President & Global General Counsel  
       

 
 
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INDEX TO EXHIBITS
 
 
     
 

 
 
 
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