UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ Preliminary Proxy Statement |
¨ Confidential, for use of the Commission | |
¨ Definitive Proxy Statement |
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x Definitive Additional Materials |
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¨ Soliciting Material Pursuant to Rule 14a-12 |
BOYD GAMING CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (check the appropriate box):
x | No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
¨ | Fee paid previously with preliminary materials. |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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BOYD GAMING CORPORATION
2950 Industrial Road
Las Vegas, Nevada 89109
PROXY STATEMENT SUPPLEMENT
Supplement to Proxy Statement for the
Annual Meeting of Stockholders to be
held on May 12, 2005
The following information supplements and amends the Proxy Statement, dated April 12, 2005 (the Proxy Statement), of Boyd Gaming Corporation (the Company), that was filed with the Securities and Exchange Commission on April 12, 2005, in connection with the solicitation of proxies on behalf of the Companys Board of Directors to be voted at the Annual Meeting of Stockholders (the Annual Meeting) of the Company. The Proxy Statement included an error which is corrected by the information included in the Summary Compensation Table below.
This Supplement should be read in conjunction with the Proxy Statement.
Executive Compensation and Other Information
The following table sets forth the cash compensation earned for services performed for the Company during the calendar years ended December 31, 2004, December 31, 2003 and December 31, 2002 by the Companys Chief Executive Officer and each of its other four most highly compensated executive officers, who are referred to collectively as the Named Executive Officers.
Summary Compensation Table
Long-Term Compensation |
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Awards |
Payouts |
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Annual Compensation(1) |
Securities Underlying Options/SARs(#) |
LTIP Payouts ($)(2) |
All Other Compensation ($)(3) | ||||||||||||
Name and Principal Position |
Year |
Salary($) |
Bonus($) |
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William S. Boyd Chairman and Chief Executive Officer |
2004 2003 2002 |
1,166,667 1,100,000 1,100,000 |
(4) |
2,250,000 0 1,779,480 |
(9) (2) |
425,000 425,000 425,000 |
709,000 769,450 300,000 |
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19,131 32,880 16,168 | ||||||
Robert L. Boughner Vice President and Secretary of BAC and Chief Executive Officer of MDDC |
2004 2003 2002 |
725,000 700,000 550,000 |
(5) (5) (5) |
406,327 1,210,321 352,960 |
(5) (5) (5) |
150,000 125,000 125,000 |
354,500 391,720 120,000 |
(5) |
8,875 9,375 10,872 | ||||||
Donald D. Snyder (6) Past President |
2004 2003 2002 |
600,000 550,000 550,000 |
|
336,000 110,000 308,000 |
|
0 125,000 125,000 |
354,500 307,780 120,000 |
|
11,335 10,247 12,982 | ||||||
Keith E. Smith (7) President and Chief Operating Officer |
2004 2003 2002 |
500,000 450,000 450,000 |
|
280,000 90,000 252,000 |
|
150,000 125,000 125,000 |
354,500 251,820 72,000 |
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14,223 10,003 9,490 | ||||||
Ellis Landau Executive Vice President and Chief Financial Officer |
2004 2003 2002 |
450,000 400,000 400,000 |
|
252,000 180,000 224,000 |
(8) |
100,000 100,000 100,000 |
354,500 223,840 72,000 |
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10,546 9,410 9,815 |
(1) | The incremental cost to the Company of providing perquisites such as personal use of the Companys corporate aircraft (which is only provided to certain senior executive officers) and a company car (which is only provided to the Chief Executive Officer), as well as other personal benefits during the indicated periods did not exceed, as to any Named Executive Officer, the lesser of $50,000 or 10% of the total salary and bonus paid to such Named Executive Officer for any such year and, accordingly, is omitted from the table. |
(2) | These amounts were paid under the Companys 2000 Executive Management Incentive Plan. |
(3) | Amounts represent the Companys Profit Sharing and 401(k) Plan contributions, payments of term life insurance premiums and medical cost reimbursement. In the year ended December 31, 2004, the Companys Profit Sharing and 401(k) Plan contributions were $6,000 for each of Messrs. Boyd, Boughner, Snyder, Smith and Landau. In the year ended December 31, 2004, life insurance premium payments by the Company were $2,473 for each of Messrs. Boyd, Boughner, Snyder, Smith and Landau. In the year ended December 31, 2004, medical reimbursements were $10,658, $402, $2,862, $5,750 and $2,073 for Messrs. Boyd, Boughner, Snyder, Smith and Landau, respectively. |
(4) | Mr. Boyds salary was increased from $1,100,000 to $1,200,000 effective as of May 1, 2004. |
(5) | MDDC reimbursed the Company for Mr. Boughners base salary, annual bonus and LTIP payout for the calendar year ended December 31, 2004. MDDC reimbursed the Company for Mr. Boughners base salary and all of his annual bonus for the calendar year ended December 31, 2003 and for his base salary and a substantial portion of his annual bonus for the calendar year ended December 31, 2002. MDDC also reimbursed the Company for a bonus in the amount of $1.0 million paid to Mr. Boughner during 2003 relating to the opening of Borgata Hotel Casino and Spa. For more information, see the section titled Certain Relationships and Related Transactions in the Companys Proxy Statement. |
(6) | On March 31, 2005, Mr. Snyder retired from his position as President of the Company and resigned as a member of the Board of Directors. |
(7) | On April 1, 2005, following Mr. Snyders retirement from his position as President, Mr. Smith became President and Chief Operating Officer of the Company. Previously, Mr. Smith served as Executive Vice President and Chief Operating Officer. |
(8) | MDDC reimbursed the Company for a bonus in the amount of $100,000 paid to Mr. Landau during 2003 relating to the opening of Borgata Hotel Casino and Spa. |
(9) | $2,000,000 of this amount was paid under the Companys 2000 Executive Management Incentive Plan. A special bonus in the amount of $250,000 was approved by the Companys Compensation and Stock Option Committee and paid to Mr. Boyd in recognition of the loss of a benefit that Mr. Boyd previously received under certain split-dollar life insurance arrangements that were terminated by the Company on or before December 31, 2003. Mr. Boyd is entitled to receive a bonus in the same amount in each of 2005 and 2006. |