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

As disclosed below in Item 5.07, at the 2021 annual meeting of stockholders of Scientific Games Corporation (the "Company"), the Company's stockholders approved the amendment and restatement of the Company's 2003 Incentive Compensation Plan (as so amended and restated, the "2003 Plan"). The amendment and restatement increases the number of shares reserved under the 2003 Plan by 3,500,000 shares and also reflects a change to the 2003 Plan separately approved by the Board of Directors of the Company (the "Board") to modify the definition of "Change in Control" to reflect the Company's changed ownership structure following the acquisition by a group of long-term institutional investors of a 34.9% stake of the Company from MacAndrews & Forbes Incorporated.

The material features of the 2003 Plan are described in the Company's definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 26, 2021 (the "Proxy Statement"). The above and the description of the 2003 Plan in the Proxy Statement are qualified in their entirety by the text of the 2003 Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 9, 2021, the Company held its annual meeting of stockholders.

At the annual meeting, the Company's stockholders: (1) elected all of the Company's nominees for members of the Board to serve for the ensuing year and until their respective successors are duly elected and qualified; (2) approved, on an advisory basis, the compensation of the Company's named executive officers; and (3) ratified an amendment of the Company's Regulatory Compliance Protection Rights Plan; (4) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021; (5) approved an amendment and restatement of the 2003 Plan; and (6) approved an amendment of the Company's 2016 Employee Stock Purchase Plan to expand the employees who are eligible to participate in such plan. The proposals are further described in the Company's Proxy Statement. The Board also approved an amendment and restatement of the Company's 2016 Employee Stock Purchase Plan that reflects the amendment approved by the Company's stockholders as well as other changes that were not required to be approved by the Company's stockholders (as amended and restated, the "ESPP").

The material features of the ESPP are described in the Proxy Statement. The above and the description of the ESPP in the Proxy Statement are qualified in their entirety by the text of the ESPP, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

The voting results are as follows:

Proposal 1: Election of Directors



                          For       Withheld    Broker Non-Votes

Jamie R. Odell 52,809,287 2,190,294 11,672,033 Barry L. Cottle 54,637,183 362,398 11,672,033 Antonia Korsanos 52,460,000 2,539,581 11,672,033 Jack A. Markell 54,815,721 183,860 11,672,033 Hamish R. McLennan 51,534,178 3,465,403 11,672,033 Michael J. Regan 52,302,945 2,696,636 11,672,033 Timothy Throsby 54,852,853 146,728 11,672,033 Maria T. Vullo 54,723,901 275,680 11,672,033 Kneeland C. Youngblood 53,802,229 1,197,352 11,672,033 Virginia E. Shanks 54,854,113 145,468 11,672,033

Proposal 2: Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers



   For        Against     Abstain   Broker Non-Votes
36,662,475   17,712,767   624,339      11,672,033

--------------------------------------------------------------------------------

Proposal 3: Ratification of the Amendment to Extend the Term of Our Regulatory Compliance Protection Rights Plan




   For        Against    Abstain   Broker Non-Votes
53,189,941   1,722,273   87,367       11,672,033

Proposal 4: Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm



   For       Against   Abstain
66,404,552   168,568   98,494

Proposal 5: Approval of an Amendment and Restatement of the Company's 2003 Incentive Compensation Plan (as Amended and Restated)



   For        Against     Abstain   Broker Non-Votes
39,185,784   15,200,697   613,100      11,672,033





Proposal 6: Approval of an Amendment of the Company's 2016 Employee Stock
Purchase Plan


    For      Against   Abstain   Broker Non-Votes
54,267,892   649,336   82,353       11,672,033

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits



Exhibit         Description
No.

  10.1            Scientific Games Corporation Amended and Restated 2003 Incentive
                Compensation Plan (Amended and Restated as of June 9, 2021)*

  10.2            Scientific Games Corporation Amended and Restated 2016 Employee
                Stock Purchase Plan (Amended and Restated as of June 9, 2021)*

* Filed
herewith.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses