Boyd Gaming Corporation filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

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Date of Report (date of earliest event reported): June 22, 2026

 

 

 

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

 

 

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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Item 5.02.      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 22, 2026, the Board of Directors (the "Board") of Boyd Gaming Corporation (the "Company") appointed Stacia J. Andersen and George C. Roeth as members of the Board, effective on that date. In connection with Ms. Andersen's and Mr. Roeth's appointments, the Board increased its size from eight to ten members, with seven of those members, including Ms. Andersen and Mr. Roeth, qualifying as independent under the listing standards of the New York Stock Exchange and the Company's Corporate Governance Guidelines.

Ms. Andersen and Mr. Roeth will each be paid compensation as a director as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 20, 2026, under the heading "Director Compensation."

 

As of the date of this report, Ms. Andersen and Mr. Roeth have not been appointed to any committees of the Board. The Company intends to file an amendment to this Current Report on Form 8-K to disclose the committee assignments of Ms. Andersen and Mr. Roeth when such assignments are determined by the Board.

 

No family relationship exists between either Ms. Andersen or Mr. Roeth and any of the Company's directors or executive officers. There are no related party transactions in which Ms. Andersen, Mr. Roeth, or any of their respective immediate family members has an interest that would require disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Andersen or Mr. Roeth and any other person pursuant to which either was selected as a director.

 

Item 7.01.      Regulation FD Disclosure.

 

On June 25, 2026, the Company issued a press release announcing the appointment of Ms. Andersen and Mr. Roeth to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

 

The information set forth in this Item 7.01 of this Current Report on Form 8-K and the accompanying 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 of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.

 

Item 9.01.      Financial Statements and Exhibits.

 

(d) Exhibits

 

 

 

 

 

 

 

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.