Form DEF 14A BOYD GAMING CORP

2023 NOTICE OF ANNUAL MEETING & PROXY STATEMENT

TO THE STOCKHOLDERS OF BOYD GAMING CORPORATION:

You are invited to attend our 2023 Annual Meeting of Stockholders, which will be held on May 4, 2023 at 1:00 p.m., Pacific Daylight Time. This year’s Annual Meeting will be conducted virtually via a live audio webcast. Our executive corporate offices, located at 6465 South Rainbow Boulevard in Las Vegas, Nevada, will serve as the statutory location from which the Annual Meeting will be hosted. However, you will only be able to attend the Annual Meeting, submit your questions and vote online during the meeting via electronic communication at http://www.virtualshareholdermeeting.com/BYD2023. By logging into this site, you will be deemed present at the Annual Meeting. Our stockholders will consider and vote on the following matters at the Annual Meeting:

The foregoing items of business are more fully described in the proxy statement attached to and made part of this notice.

Our board of directors has fixed the close of business on March 10, 2023 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.

We are mailing a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) instead of a paper copy of this proxy statement and our 2022 Annual Report to stockholders. The Internet Availability Notice contains instructions on how to access those documents over the internet and on how to request a paper copy of our proxy materials, including this proxy statement, our 2022 Annual Report and a form of proxy card or voting instruction card, as applicable. All stockholders who have previously requested a paper copy of the proxy materials by mail will receive a paper copy rather than the Internet Availability Notice.

All stockholders are invited to attend the virtual Annual Meeting conducted via live audio webcast. However, whether or not you expect to attend the Annual Meeting online, we urge you to vote as promptly as possible by following the instructions included in this proxy statement or by following the instructions detailed in the Internet Availability Notice, as applicable, in order to ensure your representation and the presence of a quorum at the Annual Meeting. If you mail your proxy card or vote by telephone or online, you may still decide to attend the Annual Meeting and vote your shares in person.

By Order of the Board of Directors

Marianne Boyd Johnson

Co-Executive Chair

Las Vegas, Nevada

March 22, 2023

TABLE OF CONTENTS

SUMMARY

Our Board of Directors (“Board”) is soliciting proxies for our 2023 Annual Meeting of Stockholders. This summary highlights information you will find in this proxy statement. We encourage you to review the entire proxy statement before you vote, as this is only a summary.

HOW TO VOTE

AGENDA AND VOTE RECOMMENDATIONS:

In this proxy statement:

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Our Approach to

Business: Boyd Style

Founded in 1975, we are a leading geographically diversified operator of 28 gaming entertainment properties in ten states and manager of a tribal casino in northern California. We are also a strategic partner and 5% equity owner of FanDuel Group, the nation’s leading online sports betting operator. Boyd Gaming is built on a philosophy we call “Boyd Style”, which means sharing our success with others, treating our stakeholders with respect and honesty, and making sure our home communities are better places because we are a part of them. We believe our commitment to Environmental, Social and Corporate Governance (“ESG”) initiatives supports and enhances our ability to create long-term stockholder value.

OUR ESG PILLARS

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EFFECTIVE

GOVERNANCE

With one of the most experienced leadership teams in the casino industry, we pride ourselves on offering our guests an outstanding entertainment experience, delivered with unwavering attention to customer service. We fulfill this mission while demonstrating the highest level of integrity, which starts in the boardroom and carries through to each of our properties. Through teamwork, respect, and a disciplined approach to executing on our goals, we strive to maximize stockholder value, to be a leader in our industry, and to provide meaningful opportunities for our employees and throughout our communities.

As part of its ongoing commitment to good corporate governance, the Board has adopted Corporate Governance Guidelines setting forth the Board’s corporate governance practices and adopted written charters for each of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee. The Board has also adopted our Code of Business Conduct and Ethics that includes policies for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. The Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, Governance and Nominating Committee Charter, and Code of Business Conduct and Ethics referenced above are each available in the “Investors – Governance” section of our website at www.boydgaming.com. Web links throughout this document are provided for convenience only and are not intended to be active hyperlinks to the referenced websites. Information contained on our website is not part of this proxy statement.

CORPORATE GOVERNANCE HIGHLIGHTS

We continually review our governance practices with a focus on promoting our commitment to delivering long-term stockholder value, strengthening the Board’s accountability, and maintaining a high level of public trust in our Company.

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BOARD QUALIFICATIONS AND EXPERIENCE

The Corporate Governance and Nominating Committee annually performs an assessment of our Board’s composition with a view that diversity, inclusive of gender, race and experience, is a critical component of sound corporate governance. The following outlines a subset of the attributes of our independent directors identified during the assessment.

* Includes all independent and non-independent members running for re-election.

DIRECTOR NOMINEES

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After many years of distinguished service, William S. Boyd will be retiring from the Board on May 4, 2023 at the expiration of his current term. At such time the Board will appoint him as Chairman Emeritus of the Company, although he will not be a member of the Board.

Our Board held a total of eight meetings during 2022. Each of our current directors attended at least 75% of the Board meetings and the committees of the Board on which the director served that were held during the applicable period of service. We encourage, but do not require, our directors to attend our annual stockholder meetings. Each of our directors attended the 2022 annual meeting of stockholders.

Identifying and Evaluating Director Nominees

Our Corporate Governance and Nominating Committee uses a variety of methods to identify and evaluate director nominees. Candidates may come to the attention of the Corporate Governance and Nominating Committee via our current Board members, professional search firms, stockholders or other persons. These candidates will be evaluated by our Corporate Governance and Nominating Committee and may be considered at any point during the year.

The Corporate Governance and Nominating Committee considers diversity as one of many factors in the identification and evaluation of potential director nominees. The overriding principle guiding our director nomination process is a desire to ensure that our Board serves the interests of our stockholders. We believe that

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having diverse skills, experiences and perspectives represented on the Board maximizes stakeholder value. The Committee may consider the following elements, among others, when evaluating director nominees:

The Corporate Governance and Nominating Committee annually performs an assessment of our Board’s composition regarding age, skills and experience and the effectiveness of its efforts to consider diversity in its director nomination process. The Committee believes its director nomination process, including its policy of considering diversity, has created a Board with diverse backgrounds and experiences that collectively serves the interests of our stockholders well.

Stockholders may also recommend a director candidate for consideration by submitting a recommendation to the Corporate Governance and Nominating Committee Chair, c/o our Corporate Secretary, at 6465 South Rainbow Boulevard, Las Vegas, Nevada 89118, no later than 60 days prior to the date of the 2024 Annual Meeting of Stockholders. Such notice must include the candidate’s name, biographical data, relationship to the stockholder and other relevant information. Stockholders may nominate director candidates for election by following the timing, eligibility, procedural and any other requirements set forth in our Amended and Restated Bylaws as described further in Stockholder Proposals; Other Matters.

Director Independence

Our Corporate Governance Guidelines require that our Board consist of a majority of independent directors consistent with the New York Stock Exchange (“NYSE”) listing standards. These standards require the Board to determine, among other things, that our independent directors have no material relationship with Boyd Gaming other than as a director. The Board considers all known relevant facts and circumstances about the relationships bearing on the independence of a director or nominee and also considers sales and purchases of products and services in the ordinary course of business between Boyd Gaming and other companies where a director or immediate family member may have a relationship.

Applying these standards, each of the following individuals is considered an “independent director”:

Board Leadership Structure and Role in Risk Oversight

Our Board is responsible for company-wide risk oversight, with our senior management bearing primary responsibility for managing these risks. The Board has separated the positions of Chair and CEO because it believes that the separation of the positions best enables the Board to ensure that our businesses, risks, opportunities and affairs are managed effectively and in the best interests of our stockholders. The Board’s oversight functions are primarily coordinated through each of our Board committees. Each of the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee receives regular updates from management and works with management to assess potential risk exposures and understand the controls in place to mitigate potential impacts of such risks. In turn, our Board committees report to the full Board at least four times per year regarding their respective areas of risk oversight responsibilities.

Gaming and Regulatory Risk Management: We take our duty to be a responsible member of the gaming industry seriously. Our Corporate Compliance Committee oversees our Company’s gaming and regulatory compliance programs, which include gaming operations, government regulations, and financial crime prevention such as anti-money laundering (AML) compliance and procedures. To ensure proper visibility and transparency, the Corporate Compliance Committee is chaired by a member of our Board of Directors who provides regular reports of each meeting directly to the Corporate Governance and Nominating Committee.

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Cybersecurity Risk Management: Led by a dedicated Information Security team, Boyd Gaming operates with the highest degree of integrity in designing, delivering and maintaining a comprehensive program that safeguards our systems, services and data from cybersecurity-related threats. Supporting these efforts, Boyd Gaming team members are required to take regular information security training, ensuring our entire team is aware of the latest risks in cybersecurity and is prepared to do their part to keep our systems and information secure. Our Chief Information Security Officer and Senior Vice President of Legal Operations and Compliance provide day-to-day oversight of our data privacy and cybersecurity programs. These positions report directly to the Chief Information Officer (CIO) and to the General Counsel, respectively. Our Chief Information Officer in turn provides the full Board quarterly updates on cybersecurity and data protection matters, our information and data security initiatives and practices, and any developments in the threat environments that we face.

ESG and Risk Management: Our Board and management understand that operating on a foundation of corporate responsibility, community and stewardship are key to ensuring the Company’s long-term success. Our Corporate Governance and Nominating Committee is responsible for overseeing the Company’s strategies related to sustainability, diversity and stewardship (collectively, our “ESG Initiatives”), with clear communication to the other committees and the full Board on these topics. The Committee actively engages with management regarding the execution of our ESG Initiatives and the proper public disclosure of these topics.

Board Committees

Our Board has three standing committees as outlined below, each comprised of independent directors. The charters for each of these committees are available on our website at www.boydgaming.com.

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The Compensation Committee has the authority to retain consultants to assist in evaluating various elements of our compensation programs and in making compensation determinations, including for our Chief Executive Officer. The Compensation Committee continued its engagement of Exequity, LLP (“Exequity”) throughout 2022 to provide compensation-related analyses and consulting services. Our CEO also provides recommendations to the Compensation Committee for each Named Executive Officer (other than himself) and for members of our management committee (“Management Committee”), which performs an active role in the leadership and strategy for the development, operations and growth of the Company. The Compensation Committee determined that Exequity is independent and has not created any conflict of interest.

Compensation Committee Interlocks and Insider Participation

During 2022, the members of our Compensation Committee consisted of Messrs. Bailey, Thomas, and Whetsell. None of the Company’s executive officers serves as a director or member of the compensation committee of another entity that has one or more executive officers serving as a director of the Company or on the Company’s Compensation Committee.

Communicating with our Board

Our stockholders and other interested parties may communicate with our Board by writing to:

Boyd Gaming Corporation

6465 South Rainbow Boulevard, Las Vegas, Nevada 89118

Attn: Corporate Secretary

Communications will be reviewed by our Corporate Secretary and, if determined to be relevant to our operations and policies, they will be forwarded to our Board or our presiding director, as appropriate.

DIRECTOR COMPENSATION

Our non-employee director compensation program consists of cash retainers and an annual grant of restricted stock units (RSUs). The annual cash retainer component is available to non-employee directors as follows.

All non-employee directors also receive a stock award equal to $200,000 on each annual meeting date. Beginning in 2021, stock awards granted to directors in recognition of their Board service fully vest on the grant date and are paid in shares of our common stock. All grants made to non-employee Board members prior to 2021 will be fully released upon the Director’s retirement from our Board.

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The following table sets forth the compensation earned for director services by each non-employee director during the fiscal year ended December 31, 2022.

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COMPENSATION

DISCUSSION

AND ANALYSIS

Our named executive officers (“NEOs”) for the fiscal year ended December 31, 2022 are:

Our Compensation Philosophy

We are focused on generating sustainable value for our stockholders by demonstrating operational excellence, delivering positive financial results, and maintaining a disciplined yet forward-looking approach to capital deployment and strategic opportunities. We also value our commitment to returning capital to our stockholders.

We were able to achieve our 2022 goals of sustaining operating momentum and achieving record revenue and EBITDAR performance, all while maintaining efficiency as indicated by our favorable operating margins. We remain focused on growing revenues and building loyalty among our core customers while successfully managing expenses. We also took an important step forward in our online growth strategy, marked by our acquisition of Pala Interactive, which gives us the talent and technology to continue to build a successful online casino business. We also continued progress on our ESG and diversity initiatives, which included reducing energy consumption and natural resources and lowering carbon emissions compared to our 2017 baseline, promoting a companywide waste diversion program, and continuing progress in the area of diversity of our workforce.

We seek to align the compensation packages of our NEOs with this long-term strategy. To achieve this, we tie a meaningful portion of compensation to achieving predetermined goals and reward individual contributions to our overall success. Our pay principles are structured to appropriately balance achievement of short- and long-term goals and promote our philosophy of being innovative yet disciplined. Mr. Smith’s 2022 compensation was allocated as follows:

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We seek to align executive interests with our stockholders and all stakeholders by setting performance incentives that provide a clear path to achieving long-term value. This philosophy carries into our executive pay design in the following ways:

We believe our NEO compensation packages are competitive with other leading companies in the gaming and hospitality industries, which generally fall into three categories: (i) core gaming companies; (ii) gaming technology/equipment companies; and (iii) resort/hotel operators. Our compensation consultant, Exequity, assists us in conducting peer group analyses with a view toward establishing NEO total compensation that is competitive with our peers. The peer group considered for purposes of setting 2022 pay consisted of the following: Caesars Entertainment Corp.; Churchill Downs, Inc.; Las Vegas Sands Corp.; MGM Resorts International; Penn National Gaming, Inc.; Red Rock Resorts, Inc., Wynn Resorts, Ltd.; Extended Stay America, Inc.; Hilton Grand Vacations, Inc.; Hyatt Hotels Corp.; Marriott Vacations Worldwide Corporation; Scientific Games Corporation; Six Flags Entertainment Corp.; and Vail Resorts, Inc.

Short-Term Performance Incentives

We believe our management team’s focus on executing on our strategy and commitment to sustaining operating momentum and maintaining operational efficiencies has allowed Boyd Gaming to successfully achieve record Company financial results.

The Compensation Committee continued its philosophy of executing on a measured approach to 2022 compensation, approving a design for the short-term incentive program based on a twelve-month performance period that considered a mix of Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent (“Adjusted EBITDAR”)¹ and demonstrating meaningful progress toward achieving the Company’s diversity and ESG Initiatives.

Maximum payout under the short-term incentive plan is capped at 200% of target. Actual 2022 Adjusted EBITDAR equaled $1,390,509, which resulted in 98.9% achievement under the plan, and the Compensation Committee determined the Company’s achievement of ESG and Diversity growth to be at 110%. This resulted in a blended payout under the short-term incentive plan of 100%, which was paid entirely in 2023.

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Long-Term Performance Incentives

We believe long-term compensation should serve both as an incentive for achieving longer term Company performance goals and as a retention tool for our executives. We also believe that stock price appreciation and ownership in the Company are valuable incentives that align executive and stakeholder interests. Our NEOs receive long-term incentive compensation in the form of RSUs, Performance Shares and Career Shares. Our Annual long-term incentive grants to our NEOs are comprised 50% of RSUs and 50% of Performance Shares. Long-term incentives for the 2022 target period were granted as follows:

Performance Shares: Performance Share grants comprise approximately 50% of an executive’s annual long-term compensation. In February 2022, the Compensation Committee granted target Performance Shares as follows:

Performance Share achievement with respect to the 2020-2022 performance period was measured by Net Revenue growth and Adjusted EBITDAR growth, with possible achievement ranging from 0% to a maximum of 200%. Company performance for this period resulted in a payout at 200%.

RSUs: Time-based RSU grants comprise the remaining approximate 50% of an executive’s annual long-term compensation. In February 2022, the Compensation Committee granted target RSUs as follows:

Career Shares Program:

Our NEOs participate in our Career Shares Program, which provides for additional capital accumulation opportunities for retirement and is intended to reward long-service executives. The Career Shares Program provides for the grant of RSUs (“Career RSUs” or “Career Shares”) under our Stock Incentive Plan to senior management, including each of our Named Executive Officers. Each Career RSU entitles a holder to one share of restricted common stock, except that Career RSUs do not have voting rights and do not entitle the holder to receive dividends. Each NEO receives an annual grant of Career Shares equal to 15% of his base salary. The Career Shares may be converted to common stock only at separation of service from the Company and are subject to vesting as outlined in “Grants of Plan-Based Awards”.

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Perquisites and Other Benefits

We provide our NEOs with perquisites that we believe are reasonable, competitive and consistent with our overall executive compensation program. We provide certain of our NEOs with use of our corporate aircraft and provide Mr. Boyd with use of a corporate car that is owned by the Company, as provided in the “Summary Compensation Table.” In addition, we provide country club memberships for Messrs. Boyd and Smith, which are used for both business and personal purposes, and Mr. Boyd receives an annual payment of $250,000 in consideration of foregoing certain split-dollar life insurance arrangements that the Company terminated in 2003. The amount of all unreimbursed costs related to these memberships for 2022 are reported as other compensation in the “Summary Compensation Table.”

Messrs. William S. Boyd, Smith and Hirsberg are eligible to participate in our Medical Expense Reimbursement Plan, which covers medical expenses incurred by participants and their spouses that are not covered by other medical plans. We also provide our NEOs with additional life insurance coverage than is generally made available to our other employees. See “—Summary Compensation Table”.

Our senior management members, including our Named Executive Officers, also are eligible to participate in our other benefit plans and programs on the same terms as other employees. These plans include our 401(k) plan and medical, vision and dental insurance. In addition, our senior management members and our non-employee directors are eligible to participate in our deferred compensation plan on the same terms as other eligible management-level employees.

Risk Considerations in Our Compensation Programs

Risk-taking is an essential part of growing a business, and prudent risk management is necessary to deliver long-term, sustainable stockholder value. In 2022, we reviewed compensation policies that can raise or lower our compensation risk profile, whether individually or collectively. This review includes our compensation strategy, annual and long-term incentive plan designs, executive severance agreements, benefits and perquisites, governance practices, and other policies and practices.

We believe the process we followed is complete and sufficient for determining whether the Company’s practices are reasonably likely to encourage excessive risk taking. The Compensation Committee believes that our executive compensation program supports the objectives described above without encouraging inappropriate or excessive risk-taking.

Stock Ownership Guidelines

We believe having a meaningful ownership interest in the Company is an important tool to promote the long-term benefit of all Company stockholders. Our stock ownership guidelines require ownership by our NEOs based on a multiple of the participant’s base salary, as follows:

Our non-employee director stock ownership guidelines require each independent Board member to hold Company stock at least equal to five times the annual cash retainer received by the Director.

Clawback Policy

Under our clawback policy, we may, under certain circumstances, recoup the value of cash, equity or equity-linked incentive compensation tied to performance metrics and paid to our NEOs. If it is determined that an NEO’s misconduct led to or contributed to financial reporting that requires restatement, we may require such executive officer to reimburse us for incentive compensation received by the executive officer to the extent such compensation is in excess of that which would have been paid to the executive officer had it been based on the financial statements as restated. Recoupment applies to payments made within three years of the date when the applicable restatement is disclosed.

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In addition, our equity award agreements provide that, in addition to being subject to the Company’s clawback policy, the awards may be subject to forfeiture or recoupment if the award recipient violates restrictive covenants or company policies or otherwise engages in activity that has caused, or could reasonably be expected to cause, significant economic or reputational harm to the Company.

The Company intends to adopt a clawback policy consistent with the requirements of the Exchange Act Rule 10D-1 after the New York Stock Exchange releases final listing standards in accordance with such rule.

Anti-Hedging Policy

Our NEOs are subject to Company policies that prohibit them from entering into hedging or monetization transactions involving the Company’s securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, exchange funds or otherwise.

Leadership Transition

After many years of distinguished service, William S. Boyd will be retiring from the Board on May 4, 2023 at the expiration of his current term. Mr. Boyd co-founded Boyd Gaming with his father in 1975, beginning with one hotel and casino in Las Vegas and becoming one of the largest casino entertainment companies in the United States. The Company has grown and thrived under Mr. Boyd’s leadership, and he will leave behind a legacy of integrity, philanthropy, service and excellence.

At the expiration of his term, the Board will appoint Mr. Boyd as Chairman Emeritus of the Company, although he will not be a member of the Board. In his capacity as Chairman Emeritus, Mr. Boyd will be entitled to (i) office space and administrative support, (ii) reimbursement of reasonable business expenses, (iii) an annual salary of $900,000, and (iv) medical and other benefits in accordance with our programs and policies. Mr. Boyd will not be eligible to participate in any of the Company’s annual or long-term bonus or incentive programs.

Compensation Committee Report

We have reviewed and discussed with management the Compensation Discussion and Analysis. Based on our review and discussions, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Peter M. Thomas, Chair

Paul W. Whetsell

John R. Bailey

Members, Compensation Committee

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COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation earned for services performed for us, or our subsidiaries, during the fiscal years ended December 31, 2020, 2021, and 2022 by each of our NEOs.

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Grants of Plan-Based Awards

The following table sets forth information regarding each grant of an award made under our incentive plans to our NEOs during the fiscal year ended December 31, 2022.

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding unexercised stock options and unvested stock awards for each of our NEOs outstanding as of December 31, 2022.