Form 8-K INTERNATIONAL GAME TECHN For: Feb 10

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM�8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)�of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): February�10, 2015

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INTERNATIONAL GAME TECHNOLOGY

(Exact Name of Registrant as Specified in Charter)

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6355 South Buffalo Drive, Las Vegas, Nevada 89113

(Address of Principal Executive Offices) (Zip Code)

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(702) 669-7777

(Registrant�s telephone number, including area code)

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N/A

(Former Name or Former Address, if Changed Since Last Report)

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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:

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

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

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

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

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

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A special meeting of stockholders of International Game Technology, a Nevada corporation (the �Company�), was held on February�10, 2015 in Las Vegas, Nevada (the �Special Meeting�) to vote on the proposals set forth in the Company�s proxy statement dated January�2, 2015 and first mailed to the Company�s stockholders on or about January�7, 2015. A total of 181,020,201 shares of the Company�s common stock, out of a total of 248,666,077 outstanding shares of common stock entitled to vote as of January�2, 2015 (the �Record Date�), were present in person or represented by proxy at the Special Meeting, which constituted a quorum.�A summary of the voting results for the proposals is set forth below.

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Proposal to Approve the Merger Agreement

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At the Special Meeting, the Company�s stockholders voted upon and approved a proposal to approve the Agreement and Plan of Merger, dated as of July�15, 2014, as amended, by and among the Company, GTECH S.p.A., GTECH Corporation (solely with respect to Section�5.02(a)�and Article�VIII), Georgia Worldwide PLC (formerly known as Georgia Worldwide Limited) and Georgia Worldwide Corporation (the �Merger Agreement�). Approximately 99.1% of the shares present in person or represented by proxy at the Special Meeting were voted in favor of the proposal. The votes on this proposal were as follows:

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Votes�For	�	Votes Against	�	Votes Abstained	�	Broker Non-Votes	�
179,472,016	�	1,279,081	�	269,104	�	N/A	�

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Proposal to Approve, on an� Advisory Basis, Merger-Related Compensation Arrangements of the Company�s Named Executive Officers

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At the Special Meeting, the Company�s stockholders also voted upon and approved, on a non-binding, advisory basis, a proposal to approve certain compensation arrangements for the Company�s named executive officers in connection with the transactions contemplated by the Merger Agreement. Approximately 94.2% of the shares present in person or represented by proxy at the Special Meeting were voted in favor of the proposal. The votes on this proposal were as follows:

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Votes�For	�	Votes Against	�	Votes Abstained	�	Broker Non-Votes	�
170,489,790	�	9,543,379	�	987,032	�	N/A	�

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Item 7.01.� Regulation FD Disclosure.

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On February�10, 2015, the Company issued a press release announcing that (i) the Merger Agreement had been approved by the Company�s stockholders and (ii) the Company�s Board of Directors declared a cash dividend of $0.11 per share on its common stock. The dividend is payable on March�20, 2015 to stockholders of record on March�6, 2015.� A copy of the press release is attached hereto as Exhibit�99.1 and is incorporated herein by reference.

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Exhibit 99.1 shall not be deemed �filed� for purposes of Section�18 of the Securities Exchange Act of 1934, as amended (the �Exchange Act�), or otherwise subject to the liabilities under that Section�and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

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Item 9.01. Financial Statements and Exhibits.

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(d) Exhibits.

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Exhibit� Number	�	Description
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99.1	�	Press Release of International Game Technology dated February�10, 2015 Announcing Results of Special Meeting of Stockholders and the Declaration of a Quarterly Dividend

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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�	INTERNATIONAL GAME TECHNOLOGY
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Date: February 10, 2015	By:	/s/ Paul C. Gracey,�Jr.
�	�	Paul C. Gracey,�Jr.
�	�	General Counsel and Secretary

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Exhibit�Index

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Exhibit� Number	�	Description
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99.1	�	Press Release of International Game Technology dated February�10, 2015 Announcing Results of Special Meeting of Stockholders and the Declaration of a Quarterly Dividend

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Exhibit�99.1

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�News Release

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IGT Shareholders Approve Merger Agreement with GTECH, and

Board Approves Quarterly Dividend

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(LAS VEGAS � February�10, 2015) � International Game Technology (�IGT�) announced that at a special meeting of its shareholders held today,�IGT shareholders approved the previously announced Agreement and Plan of Merger (the �Merger Agreement�) by and among IGT, GTECH S.p.A., a joint stock company organized under the laws of Italy (��GTECH��), GTECH Corporation, a Delaware corporation (��Gold US Sub��), Georgia Worldwide PLC, a public limited company organized under the laws of England and Wales (��Holdco��) and Georgia Worldwide Corporation, a Nevada corporation, for the acquisition of IGT by GTECH.

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More than 99% of the votes represented and cast at the meeting, or approximately 72% of the total outstanding common stock eligible to vote as of the January�2, 2015 record date, were voted in favor of the approval of the Merger Agreement.� Approval of the Merger Agreement by IGT�s shareholders satisfies one of the conditions required to close the transactions contemplated by the Merger Agreement. The transactions are still subject to certain closing conditions, including, but not limited to, the receipt of required gaming approvals.

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IGT�s Board of Directors has declared a cash dividend of $0.11 per share on its common stock. The dividend is payable on March�20, 2015 to shareholders of record on March�6, 2015.

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Cautionary Statement Regarding Forward Looking Statements

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This communication contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning IGT, GTECH, Holdco, the proposed transactions and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, or otherwise, based on current beliefs of the management of IGT and GTECH as well as assumptions made by, and information currently available to, such management. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the parties� control. Therefore, you

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� IGT. All rights reserved.

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should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to obtain applicable regulatory approvals in a timely manner or otherwise; the possibility that the transaction will not close, including by any failure to satisfy other closing conditions to the proposed transactions or a termination of the merger agreement and other risks and uncertainties described in IGT�s Annual Report on Form�10-K, as amended, Quarterly Reports on Form�10-Q, Current Reports on Form�8-K and other documents filed by IGT, GTECH and Holdco from time to time with the Securities and Exchange Commission.� Except as required under applicable law,�IGT does not assume any obligation to update these forward-looking statements.

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IGT Resources:

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About IGT:

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International Game Technology�(NYSE: IGT) is a global leader in casino gaming entertainment and continues to transform the industry by translating casino player experiences to social, mobile and interactive environments for markets around the world. IGT�s acquisition of DoubleDown Interactive provides engaging social casino style entertainment to approximately 5 million players monthly. More information about IGT is available at�IGT.com�or connect with IGT at�@IGTNews�or facebook.com/IGT.� Anyone can play at the�DoubleDown Casino�by visiting http://apps.facebook.com/doubledowncasino�or doubledowncasino.com.

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IGT Contacts:

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Kate Pearlman

Vice President,�Investor Relations and Treasury

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Cindy Klimstra

Director,�Investor Relations

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+1 866-296-4232

[email protected]

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