Light & Wonder, Inc.

8-K · tm2617506d2_8k.htm iXBRL

0000750004

 2026-06-10
 2026-06-10

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

  

 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 10, 2026

  

 Light & Wonder, Inc.

 (Exact name of registrant as specified in its charter)

  

 Nevada
 001-11693
 81-0422894

 (State or other jurisdiction of incorporation)
 (Commission File Number)
 (IRS Employer

 Identification No.)

  

 6601
Bermuda Road , Las Vegas ,
 NV 89119
  

 (Address of registrant’s principal executive office)

  

 ( 702 ) 897-7150

 (Registrant’s telephone number, including
area code)

  

  

  

 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:

  

 ¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

  

 ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)

  

 ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))

  

 ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Section 12(b) of the Exchange Act:

  

 Title
 of each class
 Trading
 symbol(s)
 Name
 of each exchange on

which registered

 None
 None
 None

  

 Securities registered pursuant to Section 12(g) of the Act:

  

 Title of each class

 Common stock, par value $0.001 per share

  

 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).

  

 ¨
    Emerging growth company

  

 ¨  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.

  

  

  

  

  

  

 Item 5.07. Submission of Matters to a Vote of Security Holders.

  

 On June 10, 2026, Light &
Wonder, Inc. (the “Company”) held its annual meeting of stockholders.

  

 At the annual meeting, the
Company’s stockholders: (1) elected all of the Company’s nominees for members of the Board of Directors of the Company to
serve for the ensuing year and until their respective successors are duly elected and qualified; (2) approved, on an advisory basis, the
compensation of the Company’s named executive officers; (3) approved 2026 long-term incentive equity grants to the Company’s
director-CEO pursuant to and in accordance with the Australian Securities Exchange (the “ASX”) Listing Rule 10.14; (4) approved
the aggregate annual amount that may be paid or granted as the Company’s non-employee director compensation (cash and equity) pursuant
to and in accordance with ASX Listing Rule 10.17; and (5) ratified the appointment of Deloitte & Touche LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposals are further described in the
Company’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 30, 2026.

  

 The voting results are as follows:

  

 Proposal 1: Election of Directors

  
  
 For
  
  
 Withheld
  
  
 Broker Non-Votes
  

 Jamie R. Odell
  
  
 50,002,185
  
  
  
 2,136,534
  
  
  
 1,879,973
  

 Matthew R. Wilson
  
  
 51,916,607
  
  
  
 222,112
  
  
  
 1,879,973
  

 Antonia Korsanos
  
  
 50,961,176
  
  
  
 1,177,543
  
  
  
 1,879,973
  

 Michael Marchetti
  
  
 51,912,647
  
  
  
 226,072
  
  
  
 1,879,973
  

 Hamish R. McLennan
  
  
 45,552,916
  
  
  
 6,585,803
  
  
  
 1,879,973
  

 Stephen Morro
  
  
 51,913,623
  
  
  
 225,096
  
  
  
 1,879,973
  

 Virginia E. Shanks
  
  
 51,917,023
  
  
  
 221,696
  
  
  
 1,879,973
  

 Timothy Throsby
  
  
 51,844,937
  
  
  
 293,782
  
  
  
 1,879,973
  

 Kneeland C. Youngblood
  
  
 46,817,488
  
  
  
 5,321,231
  
  
  
 1,879,973
  

  

 Proposal 2: Approval, on an Advisory Basis, of the Compensation
of the Company’s Named Executive Officers

  

 For
  
 Against
  
 Abstain
  
 Broker Non-Votes

 48,053,880
  
 3,941,357
  
 143,482
  
 1,879,973

  

 Proposal 3: Approval of 2026 Long-Term Incentive Equity Grants
to the Company’s Director-CEO Pursuant to and in Accordance with ASX Listing Rule 10.14

  

 For
  
 Against
  
 Abstain
  
 Broker Non-Votes

 48,066,016
  
 3,904,727
  
 167,976
  
 1,879,973

  

 Proposal 4: Approval of the Aggregate Annual Amount that May
Be Paid or Granted as the Company’s Non-Employee Director Compensation (Cash and Equity) Pursuant to and in Accordance with ASX
Listing Rule 10.17

  

 For
  
 Against
  
 Abstain
  
 Broker Non-Votes

 41,382,945
  
 10,484,486
  
 177,790
  
 1,879,973

  

 Proposal 5: Ratification of the Appointment of Deloitte &
Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

  

 For
  
 Against
  
 Abstain
  

 50,325,283
  
 3,530,235
  
 163,174
  

  

  

  

  

 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.

  

  
 LIGHT & WONDER, INC.

  
  
  

 Date: June 11, 2026
 By:
 /s/ Susan Dawson

  
  
 Name:
 Susan Dawson

  
  
 Title:
 Executive Vice President, Chief Legal Officer and Corporate Secretary