Welcome to the Light & Wonder 2026 Annual Meeting of Stockholders, the first following the transition to a sole primary listing on the Australian Securities Exchange. I am Sue Dawson, Chief Legal Officer and Corporate Secretary. Before I hand over to the Chair for the formal business, I will first run through some of the procedural matters for the meeting. Attendees will notice that this year's annual meeting has been structured differently from prior years in terms of presenters and the information being discussed at annual meetings. This is to reflect our transition to a sole primary listing on the ASX and to meet the norm in the Australian-listed company context. Consistent with the ASX listing rules, the company's CDI holders are permitted to attend stockholder meetings, and we welcome those holders who have joined us today.
Please note that while CDI holders may attend stockholder meetings, they may only vote indirectly by instructing the legal title holder, CHESS Depositary Nominees, to vote on their behalf in advance of such meetings. As set out in the notice of meeting, CDI voting closed on Friday, June 5th, 2026, Australian time. We acknowledge that Australian investors and governance advisors expect the annual meeting to be a genuine forum for dialogue. That is the spirit in which the company has approached this meeting. In attendance today are our non-employee directors, together with our President and CEO, Matt Wilson, and CFO, Oliver Chow. Crystal Pawley, representing Broadridge Financial Solutions, Inc., has been appointed to serve as the Inspector of Election for the meeting. We also welcome Barry MacLaurin and his colleagues from Deloitte, the company's independent registered public accounting firm.
The notice of meeting was distributed in advance in accordance with the company's bylaws, and copies are also available online. As set out in the notice of meeting, the formal proceedings comprise five items for consideration. If there are any stockholders of record who will be voting their stock today other than by proxy, to cast your vote, please click "Vote Here" on the meeting platform. You can vote at any time during the proceedings until the Chair declares the voting closed. The Chair will also take the opportunity to answer questions. Eligible stockholders with a control number can start submitting written questions now through the meeting platform. Please note that at this time, CDI holders are unable to ask questions during the meeting. However, CDI holders were afforded the opportunity to submit questions prior to the meeting.
The Chair will address those questions previously submitted at the relevant time during this meeting. During the meeting, we may make forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on our expectations as of today and are not guarantees of future performance. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. We encourage you to review our SEC and ASX filings for further information. We will discuss certain non-GAAP financial measures during the meeting. Information regarding these non-GAAP measures, including reconciliations of historical non-GAAP measures to the most directly comparable GAAP measures, can be found in the appendix to our Q1 FY 2026 earnings presentation posted on our website at explore.investors.lnw.com. Please note that unless otherwise stated, all figures discussed today are in US dollars.
I will now hand over to the Chair, Jamie Odell.
Thank you, Sue. I note that it's now past 4:00 P.M. Pacific Daylight Time on Wednesday, the of June 10th, 2026 , being past 9:00 A.M. Australian Eastern Standard Time on Thursday, the 11th of June, 2026. The inspector of election has reported that there are present virtually or represented by proxy at the meeting the holders of more than 54,018,692 shares, constituting a majority of the 78,661,761 shares of common stock outstanding and entitled to vote at the meeting. There is therefore a quorum present, and I formally declare the 2026 annual meeting open. As this is our first annual meeting as a sole ASX-listed company, I thought it fitting to reflect on the journey of the past five years, the period since Toni Korsanos and I joined the board as chair and vice-chair, which has been one of profound and deliberate transformation.
We started with a change of control, transitioning from a private equity-led stockholder structure to a 100% free float and moved to a majority non-executive board. Over that period, we welcomed seven new board members, bringing fresh diversity of thought, skills, and experience to our governance. From there, we moved quickly to restructure and redefine the business, building strong foundations for long-term growth. We sharpened our focus on technology and content as our core value and growth drivers, consolidating five separate companies into one unified organization operating across three reportable business segments, all focused on gaming. A structure designed to be more synergistic, more efficient, and to drive stronger returns on every dollar invested. As part of that strategic clarity, we exited our prior lotteries and sports betting businesses. We also turned our attention to the balance sheet.
We significantly reduced leverage, which prior to the transformation had peaked at 10.5x , restored financial flexibility, and created the investment capacity to grow, including the announcement of our share buyback program. We invested deeply in people. We built talent at every level: leadership, design, technology, and operations, creating the bench strength that's allowed us to manage succession and leadership transitions as the business evolved. That included changes at the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Chief Product Officer, and gaming and iGaming leadership levels, all executed in a considered and seamless way. We're very proud that each of these were internal appointments, highlighting the strength of our talent pipeline and the success of our deliberate strategy to grow, develop, and retain exceptional people at every level of the business. We also grew the portfolio strategically.
The acquisitions of iGaming studios, the remaining minority interest in SciPlay, and Grover each brought highly cash flow generative businesses into the fold, all accretive to earnings per share, and all strengthening the quality and resilience of our cash flows. Through it all, we maintained a disciplined approach to capital management. We established leverage targets the company had never previously operated within. A net debt leverage ratio target range of 2.5x-3.5 x, and have recently stayed below 3.5 x. Since the inception of our buyback program in March 2022 through March 31st, 2026, we have returned approximately $1.9 billion to stockholders, repurchasing approximately 25% of total outstanding shares prior to commencement. Five years ago, this was a different company. Today, Light & Wonder is leaner, stronger, more focused, and better positioned than at any point in its history.
A key strategic decision in 2025 was transitioning from our dual Nasdaq ASX listing to a sole primary ASX listing. Since launching our secondary ASX listing in May 2023, the ASX had grown to represent approximately 37% of our total equity trading. The board concluded that the ASX, with its deep investor base, strong understanding of the global gaming sector, and highly liquid market, was the right long-term home for Light & Wonder. I want to take a moment to explain our corporate structure clearly as it's genuinely unique in the Australian listed market context. Light & Wonder remains incorporated in Nevada, U.S.A. Our common stock trades on the ASX as CHESS Depositary Interests, CDIs, each conferring beneficial ownership of one share of LNW common stock. Legal title is held by CHESS Depositary Nominees Pty Limited on behalf of CDI holders.
Light & Wonder therefore operates at the intersection of two distinct governance frameworks. A fundamental commitment since our dual listing in May 2023 has been that all stockholders, whether holding CDIs or shares, are treated equitably under the applicable legal frameworks and have access to the same material information. Where we depart from the ASX Corporate Governance Council recommendations, it reflects considered board judgment about what is appropriate for our structure and stockholder composition at this time. One such area is diversity. Our approach must be governed by the U.S. law, including federal and state anti-discrimination requirements. However, our Celebrate Perspectives Council drives the company's focus on fostering an inclusive culture consistent with the spirit of ASX Recommendation 1.5. Remuneration is where divergence between U.S. and Australian governance norms is most pronounced.
Australian norms emphasize fixed remuneration as a meaningful proportion of total pay, with clearly defined performance hurdles and TSR-based long-term incentive metrics. U.S. norms reflect a greater proportion of at-risk equity-based pay and operational metrics such as AEBITDA. No material changes have been made to our remuneration framework since joining the ASX. Light & Wonder's executive team is U.S.-based, competing for talent in the U.S. gaming and technology sector, and our remuneration structures reflect that reality. While as a U.S. company, we are not subject to the Australian two-strikes regime, the board does not treat this as a license to be inattentive to feedback. We value the perspectives of our investors and commit to ongoing engagement. Looking ahead, Light & Wonder entered 2026 as a structurally simpler, strategically focused, and financially stronger company.
Resolution of material IP litigation, the Grover acquisition integration, and the ASX transition all provide a clear platform for our next phase of growth. Before we move into the formal business, I'd like to highlight the outlook provided on page 20 of the Q1 FY 2026 earnings presentation, the Q1 presentation. Subject to external uncertainties, including geopolitical developments and potential regulatory changes, we are forecasting mid to high single-digit consolidated AEBITDA growth for 2026. This is a strong outcome, and one that will translate into another year of meaningful adjusted NPAT and adjusted earnings per share growth. We also remain committed to our long-term targets, as set out on page 22 of the Q1 presentation, including targeted 2028 consolidated AEBITDA of $2 billion and targeted earnings per share of over $10.55, representing a near doubling from the 2024 base.
Please refer to the Q1 presentation for full details of our outlook, including the reconciliation of non-GAAP financial measures. On behalf of the entire board, I thank you for your continued support and investment in Light & Wonder. I'll now move to the formal business of the meeting. The first item of business listed in the notice is to elect nine members of the company's board of directors to serve for the ensuing year and until their respective successors are duly elected and qualified.
Details of the background and experience of each director nominee are set out in the proxy statement. The proposal and a summary of the votes received for each nominee before the meeting now appear on screen. The board recommends that stockholders vote for the election of each of the nine nominees. The proposal is now open for discussion and questions. Have any written questions been submitted?
There are none at this time, Chair.
If there are no more questions, we'll move on to the next item of business. The company is seeking an advisory note on named executive officer compensation from stockholders, commonly known as the Say on Pay vote, as required by Section 14 of the United States Securities Exchange Act. The advisory vote on executive compensation is a non-binding vote to approve the compensation of the company's named executive officers, as described in the proxy statement. The proposal and a summary of the votes received before the meeting now appear on the screen. The board recommends that stockholders vote for this proposal to approve, on an advisory basis, the company's named executive officer compensation. The proposal is now open for discussion and questions. Have any written questions been submitted?
There are no questions at this time, Chair.
If there are no questions, we will move on to the next item of business. Matthew Wilson is our President and Chief Executive Officer and a member of the board, therefore falls within ASX Listing Rule 10.14.1. Following the company's transition to a sole primary listing on ASX and change of admission category from an ASX foreign exempt listing to a standard listing, we are seeking stockholder approval for the grant of RSUs, which may settle in shares or CDIs sourced from the open market, to Mr. Wilson in connection with his annual long-term incentive award for 2026. It's the company's current intention that any vesting will be satisfied through on-market purchases of CDIs. The proposal and a summary of the votes received before the meeting now appear on the screen.
The board of directors recommends that stockholders vote for this proposal to approve the grant of RSUs and PSUs to Mr. Wilson. The proposal is now open for discussion and questions. Have any written questions been submitted?
There are no questions at this time, Chair.
If there are no questions, we'll move on to the next item of business. Following the company's transition to a sole primary listing on the ASX and change of admission category from an ASX foreign exempt listing to a standard listing, the company is seeking stockholder approval to adopt an aggregate non-employee director fee pool for the first time. Stockholder approval is sought to adopt an aggregate fee pool of $4.5 million for non-employee directors for the purposes of ASX Listing Rule 10.17.
The fee pool represents a maximum aggregate limit only, the approval does not mean that the company will pay the maximum amount in any year. The board will continue to determine the actual fees payable to non-employee directors, including any fees for service on board committees, within the approved cap, and will remain subject to the company's governance processes regarding director compensation. Fees may be provided in either cash, to the grant of equity awards with respect to our CDIs or underlying shares of common stock, or a combination of both cash and equity awards. The proposal and a summary of the votes received before the meeting now appear on the screen. The board of directors recommend that stockholders vote for this approval to approve the non-employee director fee pool. The proposal is now open for discussion and questions. Have any written questions been submitted?
There are no questions at this time, Chair.
If there are no more questions, we'll move on to the final item of business. The audit committee has appointed Deloitte as the company's independent registered public accounting firm for the fiscal year ending the December 31st , 2026, stockholders are being asked to ratify such appointment at this meeting. The proposal and a summary of the votes received before the meeting now appear on the screen. The board of directors recommend that stockholders vote for the ratification of the appointment of Deloitte as the company's independent registered public accounting firm. The proposal is now open for discussion and questions. Have any written questions been submitted?
There are no questions at this time, Chair.
If there are no questions, we'll move on to the conclusion of the meeting. I'd like to advise that shortly the voting will close.
We'll take a few moments now to allow you to finish voting. Voting has now closed. The Inspector of Election is directed to prepare a report of the vote on the matters considered at today's meeting, which will be filed with the minutes of this meeting. We'll file a Form 8-K with the SEC announcing the final voting results after we receive the final report from the Inspector of Election. The final results will be lodged with the ASX at the same time. Thank you for all your attendance. As the business of the meeting is now completed, I declare the meeting adjourned.
That concludes the meeting today. You may now disconnect.