Boyd Gaming Corporation (BYD)
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Apr 27, 2026, 2:42 PM EDT - Market open
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AGM 2021

May 6, 2021

David Strow
VP of Corporate Communications, Boyd Gaming

Good afternoon. This is David Stroud, Vice President of Corporate Communications for Boyd Gaming. Thank you for joining us for our annual meeting of stockholders. Before we begin the formal meeting, we wanted to go over a few items regarding today's format. As with previous meetings, you will be able to vote during today's meeting until the polls are formally closed. If you have not voted yet, you can do so by following the instructions on the website you are using to access this meeting. Today's formal meeting will be chaired by Marianne Boyd Johnson, Co-Executive Chair of the Board of Directors. Following the conclusion of formal business, our President and CEO, Keith Smith, will take questions from stockholders. If you have a question, you can send it to us through the website you are using to access this meeting. I will then read your questions to Keith.

Keith Smith
CEO, Boyd Gaming

Thank you for your time today. I will now turn over the meeting to Marianne Boyd Johnson. Marianne Boyd Johnson?

Marianne Boyd Johnson
Executive Chairman of the Board of Directors, Boyd Gaming

Good afternoon. The 2021 Annual Stockholders Meeting is called to order. I am Marianne Boyd Johnson, Co-Executive Chair of the Board of Directors of Boyd Gaming Corporation. I would like to welcome you to our company's 47th annual stockholders meeting. We appreciate your interest. This has been a challenging year for all of us. Thanks to the hard work of our team members, Boyd Gaming has made it through the challenging times stronger than ever before. So I want to begin this meeting by thanking every member of Boyd Gaming team for everything they do for our company and our guests. It is an honor to have all of you as part of the Boyd Gaming family. I would also like to acknowledge our board of directors who are joining us on the line today: John Bailey, Robert L. Boughner, William R.

Boyd, Keith Smith, Christine Spadafor, Randy Thoman, Peter Thomas, Paul Whetsell, Veronica Wilson, and our Co-Executive Chair, Bill Boyd. I would like to thank all of you for your counsel and your guidance as we navigate through these unprecedented challenges. I appreciate your service and all that you have done for this company and our stockholders. Finally, I would like to recognize the representatives of the company's independent auditors, Deloitte & Touche, who are also joining us on the call today. I would now like to introduce Keith Smith, our President and CEO, who is acting as Secretary of today's meeting. Keith, would you please present the Secretary's report as to the notice of the meeting?

Keith Smith
CEO, Boyd Gaming

Thank you, Marianne. Good afternoon, everyone. I'm submitting proof by affidavit, signed by Broadridge Financial Solutions, that notice of this annual meeting of stockholders has been duly given, and that the notice of proxy statement, annual report to stockholders, and accompanying proxy card or voting instruction form were distributed and made available via the Internet on or about March 25, 2021, to all stockholders of record at the close of business on March 12, 2021. The affidavit, together with copies of the meeting materials, will be filed with the minutes of this meeting.

I also wish to report that Christine V. Amrine, an authorized representative of Broadridge Financial Solutions, the Inspector of Election, has informed me that they have determined that a sufficient number of shares entitled to vote at this annual meeting are present in person or by proxy to constitute a quorum. I would like to note that any additional shares being voted today at the meeting that are not included in the preliminary tabulation will be added to the final tabulation, which will be included in the minutes of this meeting. Marianne, as a quorum is present, this meeting may proceed to transact the business set forth in the notice for the annual meeting.

Marianne Boyd Johnson
Executive Chairman of the Board of Directors, Boyd Gaming

Thank you, Keith. On the basis of the Secretary's report, the annual meeting is duly convened. William S. Boyd and William R. Boyd have been named proxies to represent stockholders at this meeting. We will now conduct the formal business of the meeting, and when we are finished with the proposals set forth in the notice of the annual meeting, we will conclude. If you have voted by proxy and will not be changing your vote, then do not vote again, and the vote indicated on your proxy will be counted as you have instructed. If you did not submit a proxy or want to change your vote, you may do so by voting on the website you are using to access this meeting. The polls are now open. There are two items of business for this meeting.

The first matter is the election of 11 directors to our Board of Directors. The Board's 11 nominees are identified in the Proxy Statement and listed on the Proxy Cards. The second matter is to consider and vote upon the proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the company for the fiscal year ended December 31, 2021. We will pause for a moment to allow any final votes to be cast. I will now close the voting polls for this annual meeting and report the preliminary vote count for these two proposals. Following the meeting, the Inspector of Election will make a final tally of all proxies and votes of those present on the matters voted upon at the meeting, and the reported results will be filed with the minutes of this meeting.

Based on the preliminary report of the Inspector of Election, all 11 of the board's nominees have been elected to the board by a plurality of votes cast. In addition, the proposal to ratify Deloitte & Touche as the company's independent registered public accounting firm has been approved, with the majority of the shares represented at the meeting, voting in favor of the ratification. That concludes our formal business for our 2021 annual meeting, and the meeting is hereby adjourned. Once again, thank you all for joining us today. We appreciate your interest and your support of our company. Now, I will turn it over to Keith Smith, our President and CEO, for question and answer session. Keith?

Keith Smith
CEO, Boyd Gaming

Thanks, Marianne. Good afternoon, everyone, and thank you for joining us for today's meeting. If you'd like to ask a question, please send us your question through the website you are using to access this meeting. David will then read your question aloud. We'll pause for a moment to compile our initial list of questions.

David Strow
VP of Corporate Communications, Boyd Gaming

Keith, we do not have any questions from our shareholders at this time.

Keith Smith
CEO, Boyd Gaming

Thank you, David. This concludes our question and answer session, and that concludes today's meeting. Thank you for joining us today. We appreciate your interest and your investment in our company. The meeting is now concluded.

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