---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-013018"
form_type: "8-K"
ticker: "BYD"
cik: "0000906553"
company_name: "BOYD GAMING CORP"
filed_at: "2023-05-08T23:59:59+00:00"
generated_at: "2026-06-15T15:19:51.451858+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Boyd Gaming stockholders elect directors, ratify auditor, approve say-on-pay at annual meeting

## Summary
- All eight director nominees elected with votes ranging from 83.2M to 90.8M; broker non-votes 6.0M.
- Ratification of Deloitte & Touche as independent auditor: 94.8M for, 1.4M against, 1.7M abstain.
- Advisory vote on executive compensation approved: 86.9M for, 4.7M against, 0.2M abstain (6.0M broker non-votes).
- Frequency of say-on-pay set to annual (50.7M votes for one year); next frequency vote no later than 2029.

## SEC filing metadata
- accession: 0001437749-23-013018
- form_type: 8-K
- ticker: BYD
- cik: 0000906553
- company_name: BOYD GAMING CORP
- filed_at: 2023-05-08T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.02, 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/906553/000143774923013018/0001437749-23-013018-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/906553/000143774923013018/bgc20230426_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-013018
- JSON: https://secwatch.observer/filing/0001437749-23-013018.json
- Plain text: https://secwatch.observer/filing/0001437749-23-013018.txt

## Key facts
- Shareholder Votes
  BOYD GAMING CORP shareholders approved Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation at the 2023-05-04 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-04
  source text: Proposal 4. Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation. One Year Two Years Three Years Abstain Broker Non-Votes 50,732,726 1,589,432 39,483,817 92,920 6,043,925 The option of holding the advisory vote on executive compensation every year was approved, on an advisory basis, by a majority of the votes cast on the proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/906553/000143774923013018/0001437749-23-013018-index.htm
- Shareholder Votes
  BOYD GAMING CORP shareholders approved Advisory Vote on Executive Compensation at the 2023-05-04 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-04
  source text: Proposal 3. Advisory Vote on Executive Compensation. Votes For Votes Against Abstain Broker Non-Votes 86,942,108 4,722,173 234,614 6,043,925 The compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, was approved, on an advisory basis.
  evidence_url: https://www.sec.gov/Archives/edgar/data/906553/000143774923013018/0001437749-23-013018-index.htm
- Shareholder Votes
  BOYD GAMING CORP shareholders approved Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm at the 2023-05-04 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-04
  source text: Proposal 2. Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm. Votes For Votes Against Abstain 94,834,209 1,365,296 1,743,315 The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm was ratified.
  evidence_url: https://www.sec.gov/Archives/edgar/data/906553/000143774923013018/0001437749-23-013018-index.htm
- Shareholder Votes
  BOYD GAMING CORP shareholders approved Election of Directors at the 2023-05-04 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-04
  source text: Proposal 1. Election of Directors. Votes For Votes Withheld Broker Non-Votes John R. Bailey 89,037,395 2,861,500 6,043,925 William R. Boyd 83,675,395 8,223,500 6,043,925 Marianne Boyd Johnson 86,557,890 5,341,005 6,043,925 Keith E. Smith 89,973,622 1,925,273 6,043,925 Christine J. Spadafor 83,222,947 8,675,948 6,043,925 A. Randall Thoman 90,832,256 1,066,639 6,043,925 Peter M. Thomas 86,581,784 5,317,111 6,043,925 Paul W. Whetsell 88,843,415 3,055,480 6,043,925 Each of the director nominees was elected to serve as a director until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
  evidence_url: https://www.sec.gov/Archives/edgar/data/906553/000143774923013018/0001437749-23-013018-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.