Las Vegas Sands : 2021 Proxy Statement (PDF 4.05 MB)

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NOTICE OF

2021

ANNUAL MEETING

• PROXY STATEMENT

MAY 13, 2021 11:00 A.M.

PACIFIC TIME

LAS VEGAS SANDS CORP.

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zzLETTER FROM THE CHAIRMAN

ROBERT G. GOLDSTEIN

CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER

MARCH 31, 2021

Dear Stockholder:

"Our principal focus during the COVID-19 Pandemic has been the safety and well-being of our team members and patrons, and providing support for the communities in which we operate. Since February 2020, we have provided financial aid, donated food to organizations helping vulnerable members of our host communities and delivered personal protective equipment, COVID-19 test kits and other essential items. While we implemented a wide range of cost control measures in 2020, we maintained our commitments to our Team Members and avoided significant workforce reductions.

Despite the challenges that negatively impacted our operating results in 2020, our scale and financial strength allowed us to accelerate our capital investment programs in support of Macao's diversification and long-term development objectives. We also continue to invest in Marina Bay Sands and remain committed to the expansion of our market-leading Integrated Resort in Singapore.

In early 2021, we suffered a great loss with the passing of our visionary founder, Mr. Sheldon G. Adelson. The company, with the full and wholehearted support of the Board and the Adelson family, will continue to honor Mr. Adelson's legacy and build upon the success of the company he founded.

It is my honor to lead the company in the fulfillment of those objectives. On behalf of the Board and the management of Las Vegas Sands, I thank you for your support and wish good health to you and your families."

You are cordially invited to attend the 2021 Annual Meeting of stockholders of Las Vegas Sands Corp. (the "Company"), which will be held online on May 13, 2021 at 11:00 a.m. Pacific time. We believe the environmentally-friendly virtual meeting format will provide expanded access, improved communication, and cost savings for our stockholders and the Company, while also supporting public health and safety during the COVID-19 Pandemic. You will not be able to attend the Annual Meeting in person.

Details regarding admission to the meeting and the business to be presented at the meeting can be found in the accompanying Notice of Annual Meeting and Proxy Statement.

This year, we again are pleased to take advantage of Securities and Exchange Commission (the "SEC") rules that allow companies to furnish proxy materials to stockholders via the Internet. We believe these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of producing and distributing materials for our annual meeting. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the "Notice") to our stockholders of record and beneficial owners, unless they have directed us to provide the materials in a different manner. The Notice provides instructions on how to access and review all of the important information contained in the accompanying Proxy Statement and Annual Report to Stockholders, as well as how to submit a proxy by telephone or over the Internet. If you receive the Notice and would still like to receive a printed copy of our proxy materials, instructions for requesting these materials are included in the Notice. The Company plans to mail the Notice to stockholders by March 31, 2021. The Company will continue to mail a printed copy of this Proxy Statement and form of proxy to certain stockholders, and it expects that mailing will begin on or about March 31, 2021.

Your vote is important. Whether or not you are able to attend, it is important your shares be represented at the meeting. Please follow the instructions in the Notice and vote as soon as possible.

Yours sincerely,

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MAY 13, 2021

11:00 a.m. Pacific Time

Location Access via https://web.lumiagm.com/282745561 and enter the 11-digit control number on the proxy card or Notice of Availability of Proxy Materials you previously received and the meeting password, sands2021

NOTICE

of Annual Meeting

The annual meeting of stockholders of Las Vegas Sands Corp., a Nevada corporation (the "Company"), will be held online on May 13, 2021, at 11:00 a.m. Pacific time, for the following purposes:

1. to elect ten directors to the Board to serve until the 2022 Annual Meeting;
2. to ratify the appointment of our independent registered public accounting firm;
3. to vote on an advisory (non-binding) proposal to approve the compensation of the named executive officers; and
4. to transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

By Order of the Board,

D. Zachary Hudson

Executive Vice President,

Global General Counsel and Secretary

March 31, 2021

Stockholders of record at the close of business on March 15, 2021, are entitled to notice of and to vote at the meeting. A complete list of the Stockholders entitled to vote at the meeting shall be open to the examination of any stockholder for any purpose germane to the meeting, during the meeting and during ordinary business hours for a period of at least 10 days prior to the meeting, at the Company's executive offices, located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

PLEASE FOLLOW THE INSTRUCTIONS IN THE COMPANY'S NOTICE OF INTERNET

AVAILABILITY OF PROXY MATERIALS TO VOTE YOUR PROXY.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

INTERNET	BY	BY MAIL	DURING THE
Visit the	TELEPHONE	Sign, date and	VIRTUAL MEETING
website on	Call the	return your	Follow the
your proxy card	telephone	proxy card if	instructions on
	number on	you received a	your proxy card
	your proxy card	paper copy

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Table of Contents

PROXY SUMMARY	5	EXECUTIVE COMPENSATION AND OTHER
RESPONSE TO THE COVID-19 PANDEMIC	5	INFORMATION	48
LEADERSHIP TRANSITION AND SUCCESSION		2020 SUMMARY COMPENSATION TABLE	48
PLANNING	5	ALL OTHER COMPENSATION	49
CORPORATE RESPONSIBILITY	6	2020 GRANTS OF PLAN-BASED AWARDS	50
COMMITMENT TO RETURNING CAPITAL TO		OUTSTANDING EQUITY AWARDS AT
STOCKHOLDERS	7	2020 FISCAL YEAR-END	51
CORPORATE GOVERNANCE BEST PRACTICES	7	OPTION EXERCISES AND STOCK VESTED
OUR COMMITMENT TO STOCKHOLDERS	8	IN 2020	52
AGENDA AND VOTING RECOMMENDATIONS	8	POTENTIAL PAYMENTS UPON TERMINATION
CORPORATE RESPONSIBILITY	9	OR CHANGE IN CONTROL	53
POTENTIAL PAYMENTS/BENEFITS UPON
STOCKHOLDER ENGAGEMENT	14
TERMINATION OF EMPLOYMENT FOR 2020	67
SECURITY OWNERSHIP OF CERTAIN		CEO PAY RATIO	68
BENEFICIAL OWNERS AND		METHODOLOGY	68
MANAGEMENT	15	DIRECTOR COMPENSATION	69
BOARD	17	2020 DIRECTOR COMPENSATION TABLE	70
INFORMATION REGARDING THE BOARD		EQUITY COMPENSATION PLAN
AND OTHER COMMITTEES	21	INFORMATION	71
BOARD	21	AUDIT COMMITTEE REPORT	72
BOARD COMMITTEES	22	FEES PAID TO INDEPENDENT
NON-BOARD COMMITTEE	24
REGISTERED PUBLIC ACCOUNTING
MANAGEMENT SUCCESSION PLANNING AND
	FIRM	73
DEVELOPMENT	24
PRE-APPROVAL POLICIES AND PROCEDURES	73
CORPORATE GOVERNANCE	25
CERTAIN TRANSACTIONS	74
EXECUTIVE OFFICERS	29
SUPPORT SERVICES AGREEMENT	74
COMPENSATION DISCUSSION AND
	REGISTRATION RIGHTS AGREEMENT	74
ANALYSIS	30	TRANSACTIONS RELATING TO AIRCRAFT	74
2020 ACCOMPLISHMENTS	30	TRANSACTIONS RELATING TO LUXURY
2020 FINANCIAL RESULTS	31	PASSENGER SHIP	76
OBJECTIVES OF OUR EXECUTIVE		OTHER TRANSACTIONS	76
COMPENSATION PROGRAM	31	PROPERTY AND CASUALTY INSURANCE	76
ELEMENTS OF EXECUTIVE OFFICER	32	ELECTION OF DIRECTORS	77
COMPENSATION	RATIFICATION OF APPOINTMENT OF
THE PROCESS OF SETTING EXECUTIVE
COMPENSATION	33	INDEPENDENT REGISTERED PUBLIC
COMPENSATION BEST PRACTICES	33	ACCOUNTING FIRM	78
MAJOR ELEMENTS OF EXECUTIVE OFFICER	34	AN ADVISORY (NON-BINDING) VOTE
COMPENSATION	ON EXECUTIVE COMPENSATION	79
TAX AND ACCOUNTING CONSIDERATIONS
	PROXY STATEMENT	80
RELATING TO EXECUTIVE COMPENSATION	43
EXECUTIVE COMPENSATION RELATED		PROXY AND VOTING INFORMATION	80
POLICIES AND PRACTICES	43	TIMEFRAME FOR STOCKHOLDER
ADVISORY VOTE ON EXECUTIVE
	PROPOSALS FOR THE NEXT ANNUAL
COMPENSATION	44
MEETING	84
THE COMMITTEE'S COMPENSATION
	OTHER INFORMATION	85
CONSULTANT	45
COMPENSATION COMMITTEE REPORT 47	ANNEX A: NON-GAAP MEASURES	86

LAS VEGAS SANDS CORP. ● 2021PROXY STATEMENT

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zzPROXY SUMMARY

--RESPONSE TO THE COVID-19 PANDEMIC

Beginning in February 2020 through the date of this report, our operations have been significantly impacted by the COVID-19 Pandemic. Steps were taken by various countries, including those in which we operate, to restrict inbound international travel and implement closures of non-essential operations, including each of our Integrated Resorts, for certain periods in 2020.

Our principal focus during the COVID-19 Pandemic has been the safety and well-being of our Team Members and patrons and providing support for the communities in which we operate. Since February 2020, we have provided significant financial aid, donated food to organizations helping vulnerable members of society and delivered practical solutions such as donations of personal protective equipment ("PPE"), COVID-19 test kits and other essential equipment in our host markets.

The COVID-19 Pandemic had a material negative impact on our operating results in 2020. Our revenues declined 74% year-on-year to $3.61 billion and we recorded a net loss in

2020 of $2.1 billion. Despite the challenges our Company and industry faced, we stood by our communities and Team Members, forgoing furloughs and layoffs to maintain steady paychecks and health benefits when it mattered most. We were pleased to have reached positive adjusted property EBITDA for the fourth quarter of 2020, as some restrictions were eased and visitation to our properties in both Macao and Singapore began to recover.

We suspended our regular dividend program in April 2020 in response to the uncertainty created by the COVID-19 Pandemic. We did not pay any management incentive compensation related to the 2020 fiscal year.

Our financial strength, however, allowed us to accelerate our capital investment programs in support of diversification and long-term development objectives in Macao. We also continue to invest in our existing facilities at Marina Bay Sands and remain committed to the expansion of our market-leading Integrated Resort in Singapore.

--LEADERSHIP TRANSITION AND SUCCESSION PLANNING

It was with great sadness that we announced the passing of our Chairman and Chief Executive Officer (CEO), Sheldon G. Adelson on January 11, 2021. The Board appointed Robert Goldstein to the position of Chairman and CEO. Mr. Goldstein has more than 25 years of senior leadership experience at Las Vegas Sands. The role of President and COO has been assumed by Patrick Dumont, previously our Chief Financial Officer (CFO). Randy Hyzak succeeds him in the CFO role, having previously served as our Chief Accounting Officer.

The planning and execution of leadership transition is one of the most important functions of the Board. We are pleased to have developed sufficient senior leadership talent within the organization to enable us to fill three executive positions with highly qualified internal candidates.We will continue to identify and develop executive talent within our organization to ensure effective future leadership transitions.

LAS VEGAS SANDS CORP. ● 2021 PROXY STATEMENT

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