def14a
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant þ
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12 |
LAS VEGAS SANDS CORP.
(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):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11 |
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LETTER
FROM THE CHAIRMAN
Dear Stockholder:
You are cordially invited to attend the 2011 annual meeting of
stockholders of Las Vegas Sands Corp., which will be held on
June 10, 2011 at 2:00 p.m., New York time, at the
Sheraton New York Hotel & Towers located at 811
Seventh Avenue, New York, New York 10019.
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 rules that allow companies to furnish
proxy materials to stockholders via the Internet. We believe
that 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 April 29, 2011. 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 to begin on
or about April 29, 2011.
Your vote is important. Whether or not you are able to attend,
it is important that your shares be represented at the meeting.
Please follow the instructions in the Notice and vote as soon as
possible.
On behalf of the Board of Directors and the management of Las
Vegas Sands Corp., thank you very much for your support.
Yours sincerely,
Sheldon G. Adelson
Chairman of the Board
and Chief Executive Officer
April 29, 2011
NOTICE OF
ANNUAL MEETING
to be
held on
June 10,
2011
To the Stockholders:
The annual meeting of stockholders of Las Vegas Sands Corp., a
Nevada corporation (the Company), will be
held at the Sheraton New York Hotel & Towers located
at 811 Seventh Avenue New York, New York 10019, on June 10,
2011, at 2:00 p.m., New York time, for the following
purposes:
1. To elect three directors to the Board of Directors, each
for a three-year term;
2. To consider and act upon the ratification of the
selection of our independent registered public accounting firm;
3. To consider and act upon an advisory (non-binding)
proposal on the compensation of the named executive officers;
4. To consider and act upon an advisory (non-binding)
proposal on how frequently stockholders should vote to approve
compensation of the named executive officers; and
5. To transact such other business as may properly come
before the meeting or any adjournments thereof.
Stockholders of record at the close of business on
April 15, 2011 are entitled to notice of and to vote at the
meeting. A list of these stockholders will be available for
examination by any stockholder, for any purpose relevant to the
meeting, during ordinary business hours, at the Companys
executive offices, located at 3355 Las Vegas Boulevard South,
Las Vegas, Nevada 89109, for a period of ten days prior to the
meeting date. The list will also be available for inspection by
any stockholder at the place of the stockholder meeting during
the whole time thereof.
By Order of the Board of Directors,
Michael A. Leven
President, Chief Operating Officer
and Secretary
April 29, 2011
PLEASE FOLLOW THE INSTRUCTIONS IN THE COMPANYS
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS TO VOTE YOUR
PROXY.
PROXY
STATEMENT
TABLE OF CONTENTS
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i
PROXY
STATEMENT
PROXY AND
VOTING INFORMATION
Our Board of Directors (the Board) has
provided you with these proxy materials in connection with its
solicitation of proxies to be voted at the annual meeting of
stockholders. We will hold the annual meeting on Friday,
June 10, 2011, at the Sheraton New York Hotel &
Towers located at 811 Seventh Avenue, New York, New York 10019,
beginning at 2:00 p.m., New York time. Please note that
throughout these proxy materials we may refer to Las Vegas Sands
Corp. as the Company, we,
us, or our.
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 this Proxy Statement, 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 April 29, 2011. 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 to begin on
or about April 29, 2011.
Who Can
Vote
Only stockholders of record of the Companys Common Stock,
$0.001 par value per share (the Common
Stock), as of April 15, 2011, will be entitled to
vote at the meeting or any adjournment thereof.
How Many
Shares Can Be Voted
The authorized capital stock of the Company presently consists
of 1,000,000,000 shares of Common Stock. At the close of
business on April 15, 2011, 728,978,326 shares of
Common Stock were outstanding and entitled to vote. Each
stockholder is entitled to one vote for each share held of
record on that date on all matters that may come before the
meeting. There is no cumulative voting in the election of
directors.
How You
Can Vote
You may attend the annual meeting and vote your shares in
person. You may also grant your proxy to vote by telephone or
through the Internet by following the instructions included on
the Notice, or by returning a signed, dated and marked proxy
card if you received a paper copy of the proxy card.
The presence, in person or by proxy, of the holders of at least
a majority of the total number of outstanding shares of the
Common Stock is necessary to constitute a quorum at the meeting.
If you are the beneficial owner of shares held in street
name by a broker, your broker, as the record holder of the
shares, must vote those shares in accordance with your
instructions. In accordance with the rules of the New York Stock
Exchange (the NYSE), a brokerage firm may
give a proxy to vote its customers stock without customer
instructions if the brokerage firm (i) transmitted proxy
materials to the beneficial owner of the stock, (ii) did
not receive voting instructions by the date specified in the
statement accompanying the proxy materials and (iii) has no
knowledge of any contest with respect to the actions to be taken
at the stockholders meeting and such actions are
adequately disclosed to stockholders. In addition, under new
NYSE rules, brokerage firms may not vote their customers
stock without instructions from the customer if the vote
concerns the election of directors, a matter relating to
executive compensation, including the advisory proposal on
compensation and the advisory proposal on how frequently
stockholders should vote to
1
approve the compensation of the named executive officers, which
will be voted on at the meeting, or an authorization for a
merger, consolidation or any matter that could substantially
affect the rights or privileges of the stock. Abstentions and
broker non-votes are counted as present for the purpose of
determining the presence or absence of a quorum for the
transaction of business.
The affirmative vote of a plurality of the votes cast at the
meeting will be required for the election of directors. Each
other item to be acted upon at the meeting requires the
affirmative vote of the holders of a majority of the shares of
Common Stock represented at the meeting in person or by proxy
and entitled to vote on the item, assuming that a quorum is
present or represented at the meeting. A properly executed proxy
marked WITHHOLD AUTHORITY with respect to the
election of one or more directors will not be voted with respect
to the director or directors indicated, and will have no effect.
With respect to the other proposals, a properly executed proxy
marked ABSTAIN, although counted for purposes of
determining whether there is a quorum, will not be voted.
Accordingly, an abstention will have the same effect as a vote
cast against a proposal. Under Nevada law, a broker non-vote
will have no effect on the outcome of the matters presented for
a stockholder vote.
Sheldon G. Adelson, the Chairman of the Board and Chief
Executive Officer of our Company, his wife, Dr. Miriam
Adelson, and trusts and other entities for the benefit of the
Adelsons and their family members together beneficially owned
approximately 47.1% of our outstanding Common Stock as of the
record date. Mr. Adelson, Dr. Adelson, the trustees
for the various trusts and individuals authorized to vote the
shares of Common Stock held by such other entities have
indicated that they will vote the shares of Common Stock over
which they exercise voting control in accordance with the
recommendations of our Board as set forth below.
Brokers are not permitted to vote on the election of directors
or on the advisory proposal on executive compensation or the
advisory proposal on how frequently stockholders should vote to
approve compensation of the named executive officers without
instructions from the beneficial owner. Therefore, if your
shares are held in the name of your broker, bank or other
nominee, your vote is especially important this year. Unless you
vote your shares, your shares will not be voted in the election
of directors as set forth in Proposal 1 below, the advisory
proposal on executive compensation as set forth in
Proposal 3 below or the advisory proposal on how frequently
stockholders should vote to approve compensation of our
executive officers as set forth in Proposal 4 below.
If you duly submit a proxy but
do not specify how you want to vote, your shares will be voted
as our Board recommends, which is:
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FOR the election of each of the nominees for
director as set forth under Proposal 1 below;
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FOR the ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered public
accounting firm for 2011 as described in Proposal 2
below;
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FOR the advisory proposal on executive
compensation as described in Proposal 3 below; and
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FOR every year as the frequency for advisory
votes on the compensation of the named executive officers as
described in Proposal 4 below.
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How to
Revoke or Change Your Vote
You may revoke or change your proxy at any time before it is
exercised in any of three ways:
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by notifying the Corporate Secretary of the revocation or change
in writing;
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by delivering to the Corporate Secretary a later dated
proxy; or
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by voting in person at the annual meeting.
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You will not revoke a proxy merely by attending the annual
meeting. To revoke or change a proxy, you must take one of the
actions described above.
If you hold your shares in a brokerage or other account, you may
submit new voting instructions by contacting your broker, bank
or nominee.
2
Any revocation of a proxy, or a new proxy bearing a later date,
should be sent to the following address: Corporate Secretary,
Las Vegas Sands Corp., 3355 Las Vegas Sands Boulevard South, Las
Vegas, Nevada 89109. To revoke a proxy previously submitted by
telephone, Internet or mail, simply submit a new proxy at a
later date before the taking of the vote at the Annual Meeting,
in which case, the later submitted proxy will be recorded and
the earlier proxy will be revoked.
Other
Matters to be Acted upon at the Meeting
Our Board presently is not aware of any matters other than those
specifically stated in the Notice of Annual Meeting that are to
be presented for action at the annual meeting. If any matter
other than those described in this Proxy Statement is presented
at the annual meeting on which a vote may properly be taken, the
shares represented by proxies will be voted in accordance with
the judgment of the person or persons voting those shares.
Adjournments
and Postponements
Any action on the items of business described above may be
considered at the annual meeting at the time and on the date
specified above or at any time and date to which the annual
meeting may be properly adjourned or postponed.
Electronic
Delivery of Proxy Materials and Annual Report
The Notice of Annual Meeting and Proxy Statement and the
Companys 2011 Annual Report are available at
http://investor.lasvegassands.com/proxy.cfm.
These materials are also available on the Investor Relations
page of our website, www.lasvegassands.com. In the
future, for stockholders who have not already opted to do so,
instead of receiving copies of the Notice of Annual Meeting and
Proxy Statement and annual report in the mail, stockholders may
elect to view proxy materials for the annual meeting on the
Internet or receive proxy materials for the annual meeting by
e-mail. The
Notice will provide you with instructions regarding how to view
our proxy materials for the annual meeting on the Internet and
how to instruct us to send future proxy materials to you
electronically by
e-mail.
Receiving your proxy materials online saves the Company the cost
of producing and mailing documents to your home or business and
gives you an automatic link to the proxy voting site.
Stockholders of Record. If your shares are
registered in your own name, to enroll in the electronic
delivery service go directly to our transfer agents
website at www.amstock.com anytime and follow the
instructions.
Beneficial Stockholders. If your shares are
not registered in your name, to enroll in the electronic
delivery service check the information provided to you by your
bank or broker, or contact your bank or broker for information
on electronic delivery service.
Delivery
of One Notice or Proxy Statement and Annual Report to a Single
Household to Reduce
Duplicate Mailings
In connection with the Companys annual meeting of
stockholders, the Company is required to send to each
stockholder of record a Notice or a Proxy Statement and annual
report, and to arrange for a Notice or a Proxy Statement and
annual report to be sent to each beneficial stockholder whose
shares are held by or in the name of a broker, bank, trust or
other nominee. Because many stockholders hold shares of Common
Stock in multiple accounts, this process would result in
duplicate mailings of Notices or Proxy Statements and annual
reports to stockholders who share the same address. To avoid
this duplication, unless the Company receives instructions to
the contrary from one or more of the stockholders sharing a
mailing address, only one Notice or Proxy Statement will be sent
to each address. Stockholders may, on their own initiative,
avoid receiving duplicate mailings and save the Company the cost
of producing and mailing duplicate documents as follows:
Stockholders of Record. If your shares are
registered in your own name and you are interested in consenting
to the delivery of a single Notice or Proxy Statement and annual
report, to enroll in the electronic delivery service go directly
to our transfer agents website at www.amstock.com
anytime and follow the instructions.
Beneficial Stockholders. If your shares are
not registered in your own name, your broker, bank, trust or
other nominee that holds your shares may have asked you to
consent to the delivery of a single Notice or Proxy Statement
3
and annual report if there are other Las Vegas Sands Corp.
stockholders who share an address with you. If you currently
receive more than one Notice or Proxy Statement and annual
report at your household, and would like to receive only one
copy of each in the future, you should contact your nominee.
Right to Request Separate Copies. If you
consent to the delivery of a single Notice or Proxy Statement
and annual report but later decide that you would prefer to
receive a separate copy of the Notice or Proxy Statement or
annual report, as applicable, for each stockholder sharing your
address, then please notify us or your nominee, as applicable,
and we or they will promptly deliver such additional Notices or
Proxy Statements or annual reports. If you wish to receive a
separate copy of the Notice or Proxy Statement or annual report
for each stockholder sharing your address in the future, you may
contact our transfer agent, American Stock Transfer &
Trust Company, directly by telephone at
1-800-937-5449
or by visiting its website at www.amstock.com and
following the instructions.
Important
Notice about Security
All meeting attendees may be asked to present a valid,
government-issued photo identification (federal, state or
local), such as a drivers license or passport, and proof
of beneficial ownership if you hold your shares through a
broker, bank or other nominee before entering the meeting.
Attendees may be subject to security inspections. Video and
audio recording devices and other electronic devices will not be
permitted at the meeting.
4
PRINCIPAL
STOCKHOLDERS
The following table sets forth information as of March 31,
2011 as to the beneficial ownership of our Common Stock, in each
case, by:
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each person known to us to be the beneficial owner of more than
5% of our Common Stock;
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each executive officer;
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each individual named in the Summary Compensation Table;
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each of our directors; and
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all of our current executive officers and directors as a group.
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Beneficial
Ownership(1)
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Name of Beneficial
Owner(2)
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Shares
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Percent (%)
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Sheldon G.
Adelson(3)
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258,578,848
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35.5
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%
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Dr. Miriam
Adelson(4)
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178,126,267
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21.8
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Timothy D.
Stein(5)
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252,484,393
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34.7
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Michael A.
Leven(6)
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3,209,612
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*
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Robert G.
Goldstein(7)
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1,029,614
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*
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Kenneth J.
Kay(8)
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100,211
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*
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Jason N.
Ader(9)
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26,343
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*
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Irwin
Chafetz(10)
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50,990
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*
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Charles D.
Forman(11)
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193,369
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*
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George P.
Koo(12)
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16,394
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*
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Jeffrey H.
Schwartz(13)
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46,580
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*
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Irwin A.
Siegel(14)
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28,620
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Thomas
Arasi(15)
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Steven C.
Jacobs(16)
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352,280
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All current executive officers and current directors of our
Company as a group
(10 persons)(17)
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263,280,581
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36.1
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Less than 1%. |
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A person is deemed to be a beneficial owner of a
security if that person has or shares voting power, which
includes the power to vote or direct the voting of such
security, or investment power, which includes the power to
dispose of or to direct the disposition of such security. A
person is also deemed to be a beneficial owner of any securities
of which that person has a right to acquire beneficial ownership
within 60 days. Securities that can be so acquired are
deemed to be outstanding for purposes of computing such
persons ownership percentage, but not for purposes of
computing any other persons percentage. Under these rules,
more than one person may be deemed a beneficial owner of the
same securities and a person may be deemed to be a beneficial
owner of such securities as to which such person has no economic
interest. Except as otherwise indicated in these footnotes, each
of the beneficial owners has, to our knowledge, the sole voting
and investment power with respect to the indicated shares of
Common Stock. Percentages are based on 728,656,309 shares
issued and outstanding at the close of business on
March 31, 2011 plus any shares of our Common Stock
underlying (a) with respect to Dr. Adelson only,
warrants held by Dr. Adelson as described in footnote 4 and
(b) with respect to all individuals listed on the table,
options held by any such individual that are vested and
exercisable or will become vested and exercisable within
60 days. |
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Other than Timothy D. Stein, Thomas Arasi and Steven C. Jacobs,
the address of each person named in this table is
c/o Las
Vegas Sands Corp., 3355 Las Vegas Boulevard South, Las Vegas,
Nevada 89109. |
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(3) |
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This amount includes (a) 100 shares of our Common
Stock held by Mr. Adelson, (b) 45,596 shares of
restricted stock (of which 3,965 shares are vested),
(c) options to purchase 456,662 shares of our Common
Stock that are vested and exercisable,
(d) 382,280 shares of Common Stock owned by the
Dr. Miriam and Sheldon G. |
5
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Adelson Charitable Trust over which Mr. Adelson, as
trustee, retains sole voting and dispositive power,
(e) 44,922,412 shares of our Common Stock owned by the
Sheldon G. Adelson December 2008 Three Year LVS Annuity Trust
over which Mr. Adelson, as trustee, retains sole
dispositive control, (f) 23,336,445 shares of our
Common Stock owned by the Sheldon G. Adelson February 2009 Three
Year LVS Annuity Trust over which Mr. Adelson, as trustee,
retains sole dispositive control,
(g) 28,546,985 shares of our Common Stock owned by the
Sheldon G. Adelson October 2009 Two Year LVS Annuity Trust over
which Mr. Adelson, as trustee, retains sole dispositive
control, (h) 29,105,939 shares of our Common Stock
owned by the Sheldon G. Adelson October 2009 Three
Year LVS Annuity Trust over which Mr. Adelson, as trustee,
retains sole dispositive control,
(i) 32,000,000 shares of our Common Stock owned by the
Sheldon G. Adelson June 30, 2010 Two Year LVS Annuity Trust
over which Mr. Adelson, as trustee, retains sole
dispositive control, (j) 27,005,967 shares of our
Common Stock owned by the Sheldon G. Adelson June 29, 2010
Two Year LVS Annuity Trust over which Mr. Adelson, as
trustee, retains sole dispositive control,
(k) 25,000,000 shares of our Common Stock owned by the
Sheldon G. Adelson September 2010 Two Year LVS Annuity Trust
u/d/t dated effective September 28, 2010 over which
Mr. Adelson, as trustee, retains sole dispositive control,
(l) 25,000,000 shares of our Common Stock owned by the
Sheldon G. Adelson September 2010 Two Year LVS Annuity Trust
u/d/t dated effective September 29, 2010 over which
Mr. Adelson, as trustee, retains sole dispositive control,
(m) 10,209,752 shares of our Common Stock owned by the
Sheldon G. Adelson March 2011 Two Year LVS Annuity Trust over
which Mr. Adelson, as trustee, retains sole dispositive
control, and (n) 12,566,710 shares of our Common Stock
owned by Adfam Investment Company LLC over which
Mr. Adelson, as co-manager, shares voting and dispositive
control. |
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This amount includes (a) 12,692,516 shares of our
Common Stock held by the ESBT S Trust over which
Dr. Adelson, as trustee, retains sole voting control,
(b) 7,342,516 shares of our Common Stock held by the
ESBT Y Trust over which Dr. Adelson, as trustee, retains
sole voting control, (c) 13,692,517 shares of our
Common Stock held by the QSST A Trust over which
Dr. Adelson, as trustee, retains sole voting control,
(d) 13,692,517 shares of our Common Stock held by the
QSST M Trust over which Dr. Adelson, as trustee, retains
sole voting control, (e) 5,144,415 shares of our
Common Stock held by the Sheldon G. Adelson 2004 Remainder Trust
over which Dr. Adelson, as trustee, retains sole voting
control, (f) 12,747,451 shares of our Common Stock
held by the General Trust under the Sheldon G. Adelson 2007
Remainder Trust over which Dr. Adelson, as trustee, retains
sole voting control, (g) 12,747,450 shares of our
Common Stock held by the General Trust under the Sheldon G.
Adelson 2007 Friends and Family Trust over which
Dr. Adelson, as trustee, retains sole voting control, and
(i) 12,566,710 shares of our Common Stock owned by
Adfam Investment Company LLC over which Dr. Adelson, as
co-manager, shares voting and dispositive control and
(h) warrants to purchase 87,500,175 shares of our
Common Stock that are exercisable. (The calculation of
Dr. Adelsons percentage ownership in the above table
assumes the exercise of the warrants.) |
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(5) |
|
This amount includes (a) 6,893 shares of our Common
Stock owned directly by Mr. Stein,
(b) 44,922,412 shares of our Common Stock owned by the
Sheldon G. Adelson December 2008 Three Year LVS Annuity Trust
over which Mr. Stein, as trustee, retains sole voting
control, (c) 23,336,445 shares of our Common Stock
owned by the Sheldon G. Adelson February 2009 Three Year LVS
Annuity Trust over which Mr. Stein, as trustee, retains
sole voting control, (d) 28,546,985 shares of our
Common Stock owned by the Sheldon G. Adelson October 2009 Two
Year LVS Annuity Trust over which Mr. Stein, as trustee,
retains sole voting control, (e) 29,105,939 shares of
our Common Stock owned by the Sheldon G. Adelson October 2009
Three Year LVS Annuity Trust over which Mr. Stein, as
trustee, retains sole voting control,
(f) 32,000,000 shares of our Common Stock owned by the
Sheldon G. Adelson June 30, 2010 Two Year LVS Annuity Trust
over which Mr. Stein, as trustee, retains sole voting
control, (g) 27,005,967 shares of our Common Stock
owned by the Sheldon G. Adelson June 29, 2010 Two Year LVS
Annuity Trust over which Mr. Stein, as trustee, retains
sole voting control, (h) 25,000,000 shares of our
Common Stock owned by the Sheldon G. Adelson September 2010 Two
Year LVS Annuity Trust u/d/t dated effective September 28,
2010 over which Mr. Stein, as trustee, retains sole voting
control, (i) 25,000,000 shares of our Common Stock
owned by Sheldon G. Adelson September 2010 Two Year LVS Annuity
Trust u/d/t dated effective September 29, 2010 over which
Mr. Stein, as trustee, retains sole voting control,
(j) 10,209,752 shares of our Common Stock owned by the
Sheldon G. Adelson March 2011 Two Year LVS Annuity Trust over
which Mr. Stein, as trustee, retains sole voting control,
(k) 2,500,000 shares of our Common Stock held by the |
6
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Yasmin Lukatz October 2010 Two Year LVS Annuity Trust over which
Mr. Stein, as trustee, retains sole voting control,
(l) 2,500,000 shares of our Common Stock held by the
Yasmin Lukatz October 2010 Three Year LVS Annuity Trust over
which Mr. Stein, as trustee, retains sole voting control,
(m) 500,000 shares of our Common Stock held by the
Sivan Ochshorn December 2010 Two Year LVS Annuity Trust over
which Mr. Stein, as trustee, retains sole voting control,
(n) 500,000 shares of our Common Stock held by the
Sivan Ochshorn December 2010 Five Year LVS Annuity Trust over
which Mr. Stein, as trustee, retains sole voting control,
and (o) 1,350,000 shares of our Common Stock held by
the Lukatz Family Investment LLC over which Mr. Stein, as
trustee, retains sole voting control. Mr. Stein disclaims
beneficial ownership of the shares held by any trusts or other
entity for which he acts as trustee or in a fiduciary, and this
disclosure shall not be deemed an admission that Mr. Stein
is a beneficial owner of such shares for any purpose.
Mr. Steins address is
c/o Lourie &
Cutler, P.C., 60 State Street, Boston, Massachusetts 02109. |
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(6) |
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This amount includes (a) 115 shares of our Common
Stock held by Mr. Leven, (b) 353,497 shares of
restricted stock (of which 3,497 shares are vested) and
(c) options to purchase 2,856,000 shares of our Common
Stock that are vested and exercisable. |
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(7) |
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This amount includes (a) 3,031 shares held by the
Goldstein Family Trust, (b) 126,341 shares of
restricted stock held by Mr. Goldstein (of which
3,031 shares are vested) and (c) options to purchase
900,242 shares of our Common Stock that are vested and
exercisable. |
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(8) |
|
This amount includes (a) 211 shares of our Common
Stock held by Mr. Kay and (b) options to purchase
100,000 shares of our Common Stock that are vested and
exercisable. |
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(9) |
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This amount includes (a) 7,273 shares of restricted
stock (of which 5,268 shares are vested) held by
Mr. Ader and (b) options to purchase
19,070 shares of our Common Stock that are vested and
exercisable or that will become vested and exercisable within
60 days. |
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(10) |
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This amount includes (a) 23,000 shares of our Common
Stock held by Mr. Chafetz, (b) 10,770 shares of
restricted stock (of which 8,765 shares are vested) and
(c) options to purchase 17,220 shares of our Common
Stock that are vested and exercisable. |
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(11) |
|
This amount includes (a) 162,000 shares of our Common
Stock held by Mr. Forman, (b) 10,770 shares of
restricted stock (of which 8,765 shares are vested) and
(c) options to purchase 20,599 shares of our Common
Stock that are vested and exercisable. |
|
(12) |
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This amount includes (a) 7,927 shares of restricted
stock (of which 5,922 shares are vested) held by
Dr. Koo and (b) options to purchase 8,467 shares
of our Common Stock that are vested and exercisable or that will
become vested and exercisable within 60 days. |
|
(13) |
|
This amount includes (a) 7,273 shares of restricted
stock (of which 5,268 shares are vested) held by
Mr. Schwartz and (b) options to purchase
39,307 shares of our Common Stock that are vested and
exercisable. |
|
(14) |
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This amount includes (a) 500 shares of our Common
Stock held by Mr. Siegel, (b) 10,770 shares of
restricted stock (of which 8,765 shares are vested) and
(c) options to purchase 17,350 shares of our Common
Stock that are vested and exercisable. |
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(15) |
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Mr. Arasis address is
c/o Marina
Bay Sands Pte. Ltd., 10 Bayfront Avenue, Singapore 018956. |
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(16) |
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Based solely upon the number of shares listed in the Form 4
filed by Mr. Jacobs on June 28, 2010.
Mr. Jacobss last address known to the Company is 979
Crest Valley Drive, Atlanta, Georgia 30027. |
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(17) |
|
This amount includes 580,217 shares of restricted stock (of
which 51,556 shares are vested) and options to purchase
4,434,917 shares of our Common Stock that are vested and
exercisable or will become vested and exercisable within
60 days held by the Companys current executive
officers and current directors. |
7
BOARD OF
DIRECTORS
Our Board currently has eight directors, divided into three
classes, designated as Class I, Class II and
Class III. Members of each class serve for a three-year
term. Stockholders elect one class of directors at each annual
meeting. Our directors are expected to attend each annual
meeting of stockholders and all of our directors attended our
2010 annual meeting of stockholders held on June 3, 2010.
The term of office of the current Class I directors will
expire at the 2011 meeting. The term of office of the current
Class II directors will be subject to renewal in 2012, and
the term of office of the current Class III directors will
be subject to renewal in 2013. Each director holds office until
his or her successor has been duly elected and qualified or the
directors earlier resignation, death or removal. The
nominees are all current directors of the Company, and each
nominee has indicated that he will serve if elected. We do not
anticipate that any nominee will be unable or unwilling to stand
for election, but if that happens, your proxy will be voted for
another person nominated by the Board.
In addition to the specific professional experience of each
director, we chose our directors because they are highly
accomplished in their respective fields, insightful and
inquisitive. In addition, we believe each of our directors
possesses sound business judgment and is highly ethical. While
we do not have a formal diversity policy, we consider a wide
range of factors in determining the composition of our Board,
including professional experience, skills, education, training
and background.
The nominees for re-election for a three-year term ending in
2014 are as follows:
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First
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Became a
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Name (Age), Principal Occupation and Other Directorships
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Director
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Class
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Charles D. Forman (64)
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2004
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I
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Mr. Forman has been a director of the Company since August 2004.
He has been a director of Las Vegas Sands, LLC since March 2004.
Mr. Forman served as Chairman and Chief Executive Officer
of Centric Events Group, LLC, a trade show and conference
business from April 2002 until his retirement upon the sale of
the business in 2007. From 2000 to 2002, he served as a director
of a private company and participated in various private equity
investments. From 1995 to 2000, he held various positions with
subsidiaries of Softbank Corporation. During 2000, he was
Executive Vice President of International Operations of
Key3Media, Inc. From 1998 to 2000, he was Chief Legal Officer of
ZD Events Inc., a tradeshow business that included COMDEX, which
was the largest tradeshow in the United States in the 1990s.
From 1995 to 1998, Mr. Forman was Executive Vice President,
Chief Financial and Legal Officer of Softbank Comdex Inc. From
1989 to 1995, Mr. Forman was Vice President and General
Counsel of The Interface Group, a tradeshow and convention
business that owned and operated COMDEX. Mr. Forman was in
private law practice from 1972 to 1988. Mr. Forman is a
member of the Board of Trustees of The Dana-Farber Cancer
Institute and an Overseer of Beth Israel Deaconess Medical
Center. Mr. Formans extensive experience in the
hospitality, trade show and convention businesses led the Board
to conclude that he should be a member of our Board of Directors.
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George P. Koo (72)
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2008
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Dr. Koo has been a director of the Company since April
2008. Dr. Koo is a special advisor to the Chinese Services
Group of Deloitte & Touche LLP. From April 1999 until
April 2008, Dr. Koo was the Director of the Chinese
Services Group of Deloitte & Touche LLP. He is a
member of Committee of 100, a national organization of prominent
Chinese Americans, the Pacific Council for International Policy
and the Beijing-based Overseas Friendship Association and a
director of New America Media, a non-profit organization.
Dr. Koos extensive business experience in China led
the Board to conclude that he should be a member of our Board of
Directors.
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8
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First
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Name (Age), Principal Occupation and Other Directorships
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Director
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Class
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Irwin A. Siegel (70)
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2005
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Mr. Siegel has been a director of the Company since February
2005. He was a director of Las Vegas Sands, Inc. from
February 2005 until July 2005. Mr. Siegel is a certified
public accountant and was a partner (specializing in the
hospitality industry) in the international accounting and
consulting firm of Deloitte & Touche LLP from 1973 to
2003, when he retired. From 1996 through 1999 Mr. Siegel
served as the CEO of the Deloitte operations in the former
Soviet Union. Mr. Siegel has been working as a business
consultant since 2003. Mr. Siegel has served on the boards
of directors of many charitable and civic organizations and is a
past president of the Weinstein Hospice in Atlanta.
Mr. Siegel also serves on the Board of Directors of the
Companys subsidiary, Sands China Ltd.
Mr. Siegels experience in the accounting profession,
including his experience auditing public companies, led the
Board to conclude that that he should be a member of our Board
of Directors.
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The other members of the Board are as follows:
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Name (Age), Principal Occupation and Other Directorships
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Director
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Class
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Sheldon G. Adelson (77)
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2004
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III
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Mr. Adelson has been Chairman of the Board, Chief Executive
Officer, Treasurer and a director of the Company since August
2004. He has been Chairman of the Board, Chief Executive Officer
and a director of Las Vegas Sands, LLC (or its predecessor, Las
Vegas Sands, Inc.) since April 1988 when it was formed to own
and operate the former Sands Hotel and Casino. Mr. Adelson
has extensive experience in the convention, trade show, and tour
and travel businesses. Mr. Adelson also has investments in
other business enterprises. Mr. Adelson created and
developed the COMDEX Trade Shows, including the COMDEX/Fall
Trade Show, which was the worlds largest computer show in
the 1990s, all of which were sold to Softbank Corporation in
April 1995. Mr. Adelson also created and developed The
Sands Expo and Convention Center, which he grew into one of the
largest convention and trade show destinations in the United
States before transferring it to us in July 2004. He was
President and Chairman of Interface Group Holding Company, Inc.
and its predecessors since the mid-1970s and is a manager of our
affiliate, Interface Group-Massachusetts, LLC, and was President
of its predecessors, since 1990. Mr. Adelson also serves as
the Chairman of the Board of Directors of the Companys
subsidiary, Sands China Ltd., and as an officer and/or director
of several of our other subsidiaries. Mr. Adelsons
extensive business experience, including his experience in the
hospitality and meetings, incentives convention and exposition
businesses, and his role as our Chief Executive Officer and
Treasurer, led the Board to conclude that he should be a member
of our Board of Directors.
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Jason N. Ader (43)
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2009
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II
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Jason N. Ader has been a director of the Company since April
2009. Mr. Ader is the Chief Executive Officer and sole
member of Hayground Cove Asset Management, a New York-based
investment management firm that he founded in March 2003, and
Hayground Cove Capital Partners, a merchant bank focused on the
real estate and consumer sectors that he co-founded in March
2009. Mr. Ader is also the Executive Chairman of Reunion
Hospitality Trust, Chairman of the Board of Western Liberty
Bancorp and Chairman of the Board of India Hospitality Corp.
Prior to founding Hayground Cove Asset Management, Mr. Ader
was a Senior Managing Director at Bear Stearns & Co.
Inc., from 1995 to 2003, where he performed equity and high
yield research for more than 50 companies in the gaming,
lodging and leisure industries. From 1993 to 1995, Mr. Ader
served as a senior analyst at Smith Barney covering the gaming
industry. From 1990 to 1993, Mr. Ader served as a buy-side
analyst at Baron Capital, where he covered the casino industry.
Mr. Aders extensive investment banking and merchant
banking experience and his in-depth knowledge about the
hospitality and casino industries led the Board to conclude that
he should be a member of our Board of Directors.
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9
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Name (Age), Principal Occupation and Other Directorships
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Director
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Class
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Irwin Chafetz (75)
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2005
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III
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Mr. Chafetz has been a director of the Company since February
2005. He was a director of Las Vegas Sands, Inc. from
February until July 2005. Mr. Chafetz is a manager of The
Interface Group, LLC, a Massachusetts limited liability company
that controls Interface Group-Massachusetts, LLC, a company that
formerly owned and operated Interface Travel, a retail travel
agency. Mr. Chafetz has been associated with Interface
Group-Massachusetts, LLC and its predecessors since 1972. From
1989 to 1995, Mr. Chafetz was a Vice President and director
of Interface Group-Nevada, Inc., which owned and operated trade
shows, including COMDEX, which at its peak was the largest
American trade show with a presence in more than 20 countries,
and also owned and operated The Sands Expo and Convention
Center, the first privately-owned convention center in the
United States. From 1989 to 1995 Mr. Chafetz was also Vice
President and a director of Las Vegas Sands, Inc.
Mr. Chafetz has served on the boards of directors of many
charitable and civic organizations and is a member of the
Deans Advisory Council at Boston University School of
Management and the Board of Trustees at Suffolk University.
Mr. Chafetzs extensive experience in the hospitality,
trade show and convention businesses, as well as his experience
as a former executive of our predecessor company, led the Board
to conclude that he should be a member of our Board of Directors.
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Michael A. Leven (73)
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2004
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II
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Mr. Leven has been the Companys President and Chief
Operating Officer since March 2009, Secretary since June 2010
and a director of the Company since August 2004. He was a
director of Las Vegas Sands, Inc. from May 2004 until July 2005.
Mr. Leven served as the Chief Executive Officer of the
Georgia Aquarium from September 2008 until he joined our Company
in March 2009. Since July 2010, Mr. Leven has also served
as the Acting Chief Executive Officer and a member of the Board
of Directors of the Companys subsidiary, Sands China Ltd.
From January 2006 through September 2008, Mr. Leven was the
Vice Chairman of the Marcus Foundation, Inc., a non-profit
foundation. Until July 2006, Mr. Leven was the Chairman,
Chief Executive Officer and President of U.S. Franchise Systems,
Inc., the company he founded in 1995 that developed and
franchised the Microtel Inns & Suites and Hawthorn
Suites hotel brands. He was previously the president and chief
operating officer of Holiday Inn Worldwide, president of Days
Inn of America, and president of Americana Hotels.
Mr. Leven also serves as Special Adviser to the Board of
Directors of the Companys subsidiary, Sands China Ltd.,
and as an officer and/or director of several of our other
subsidiaries. Mr. Leven serves as a director emeritus of
Hersha Hospitality Trust. Mr. Leven serves on many other
non-profit boards. Mr. Levens extensive experience in
the hospitality industry, including as an executive officer and
director of various other hospitality companies, and his role as
our President and Chief Operating Officer led the Board to
conclude that he should be a member of our Board of Directors.
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Jeffrey H. Schwartz (51)
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2009
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II
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Mr. Schwartz has been a director of the Company since March
2009. He is the Deputy Chairman, Chairman of the Executive
Committee and Co-Founder of Global Logistic Properties, which
controls the largest platform of logistic facilities in Asia and
is listed on the Singapore Exchange Ltd. (SGX).
Mr. Schwartz was the Chief Executive Officer of ProLogis
from January 2005 through November 2008. Mr. Schwartz also
serves on the Board of Directors of the Companys
subsidiary, Sands China Ltd. He served as a director of ProLogis
from August 2004 to November 2008 and ProLogis European
Properties from September 2006 until November 2008.
Mr. Schwartzs extensive business experience in Asia,
as well as his experience as the chief executive officer and
director of a public company, led the Board to conclude that he
should be a member of our Board of Directors.
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There is no family relationship between any director or
executive officer of the Company.
10
INFORMATION
REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
Board
NYSE Listing Standards. Until November 5,
2010, the Company qualified as a controlled company
under the corporate governance rules of the NYSE, and certain
provisions of the rules were not applicable to the Company until
that date. Controlled companies under the NYSE
corporate governance rules are companies of which more than
50 percent of the voting power is held by an individual, a
group or another company. The Company previously qualified as a
controlled company under this definition by virtue
of the ownership by Mr. Adelson, his wife and trusts and
other entities for the benefit of the Adelsons and their family
members of more than 50 percent of the voting power of the
Common Stock and their ability to elect the entire Board. During
the time that it qualified as a controlled company, the Company
chose to take advantage of certain of the exemptions provided in
the NYSEs rules and was not required to have a majority of
independent directors or a nominating and governance committee
or a compensation committee composed entirely of independent
directors.
Under the NYSE transition rules, the Company must have a
majority of independent directors and a nominating and
governance committee and a compensation committee composed
entirely of independent directors by November 5, 2011.
Independent Directors. The Board has
determined that four of the eight members of the Board satisfy
the criteria for independence under applicable rules promulgated
under the Securities Exchange Act of 1934, as amended (the
Exchange Act), and the NYSE corporate
governance rules, namely Messrs. Ader, Koo, Schwartz and
Siegel. In making its determinations, the Board reviewed all the
relevant facts and circumstances, the standards set forth in our
Corporate Governance Guidelines, the NYSE rules and other
applicable laws and regulations.
Two of our directors, Messrs. Chafetz and Forman, have
business and personal relationships with our controlling
stockholder, Mr. Adelson. Mr. Chafetz was a
stockholder, vice president and director of the entity that
owned and operated the COMDEX trade show and The Sands Expo and
Convention Center, which were created and developed by
Mr. Adelson. Mr. Forman was Vice President and General
Counsel of this entity. Mr. Chafetz also is a trustee of
several trusts for the benefit of Mr. Adelsons family
members that beneficially own shares of our Common Stock. For
additional information, see Proxy and Voting
Information How You Can Vote and
Principal Stockholders above. These relationships
with Mr. Adelson also include making joint investments and
other significant financial dealings. As a result,
Messrs. Adelson, Chafetz and Forman may have their
financial interests aligned and therefore, the Board does not
consider Messrs. Chafetz and Forman to be independent
directors.
Board Meetings. The Board held ten meetings
and acted by written consent four times during 2010. The work of
the Companys directors is performed not only at meetings
of the Board and its committees, but also by consideration of
the Companys business through the review of documents and
in numerous communications among Board members and others. In
2010, all directors attended at least 75% of the aggregate of
all meetings of the Board and committees on which they served
during the periods in which they served.
Committees
Standing Committees. Our Board has three
standing committees: an audit committee (the Audit
Committee), a compensation committee (the
Compensation Committee) and a nominating and
governance committee (the Nominating and Governance
Committee).
Audit Committee. The Audit Committee operates
under a written charter, a copy of which is attached as
Appendix A to this proxy statement. The primary purpose of
the Audit Committee is to assist the Board in monitoring the
integrity of our financial statements, our independent
registered public accounting firms qualifications and
independence, the performance of our audit function and
independent registered public accounting firm and our compliance
with legal and regulatory requirements. Among other things, our
Audit Committee selects our independent registered public
accounting firm and reviews with such firm the plan, scope and
results of such audit, and the fees for the services performed.
The Audit Committee also reviews with management, the
11
independent registered public accounting firm and internal
auditors the adequacy of internal control systems, receives
internal audit reports and subsequently reports its findings to
the full Board.
The current members of our Audit Committee are Irwin A. Siegel
(Chairman), Jason N. Ader and Jeffrey H. Schwartz. The Board has
determined that Messrs. Siegel, Ader and Schwartz are each
independent under applicable NYSE and federal securities rules
and regulations on independence of Audit Committee members. The
Board has determined that each of the members of the Audit
Committee is financially literate and that
Mr. Siegel qualifies as an audit committee financial
expert, as defined in the NYSEs listing standards
and federal securities rules and regulations. The Audit
Committee held ten meetings and acted by written consent two
times during 2010.
Compensation Committee. The Compensation
Committee operates under a written charter pursuant to which it
has direct responsibility for the compensation of our executive
officers. The Compensation Committee has the authority to set
salaries, bonuses and other elements of employment and to
approve employment agreements for our executive officers. The
Compensation Committee also may delegate its authority to the
extent permitted by the Board, the Compensation Committee
charter, our by-laws, state law and NYSE regulations. In
addition, the Compensation Committee has the authority to
approve employee benefit plans as well as to administer our 2004
Equity Award Plan. The current members of the Compensation
Committee are Charles D. Forman (Chair), Irwin Chafetz, George
P. Koo, Jeffrey H. Schwartz (who joined the Compensation
Committee on February 1, 2011) and Irwin A. Siegel.
The Compensation Committee held nine meetings and acted by
written consent six times during 2010. Under Section 162(m)
of the Internal Revenue Code
(Section 162(m)), compensation paid to
members of senior management (other than our chief financial
officer) in excess of $1 million per year is not deductible
by the Company unless the compensation is
performance-based as described in the applicable
regulations. As required by its charter, the Compensation
Committee established a Performance Subcommittee to make the
required determinations relating to
performance-based compensation for purposes of
Section 162(m). Messrs. Koo, Schwartz (as of
February 1, 2011) and Siegel are the current members
of the Performance Subcommittee and are outside directors for
purposes of Section 162(m). The Performance Subcommittee
met as part of each Compensation Committee meeting and did not
act by written consent during 2010. Additional information about
the Compensation Committee, its responsibilities and its
activities is provided under the caption Compensation
Discussion and Analysis.
Nominating and Governance Committee. The
Nominating and Governance Committee operates under a written
charter and has the authority to, among other things, review and
make recommendations regarding the composition of the Board and
its committees; develop and implement policies and procedures
for the selection of Board members; identify individuals
qualified to become Board members and select, or recommend that
the Board select, director nominees; assess, develop and make
recommendations to the Board with respect to Board effectiveness
and related corporate governance matters, including corporate
governance guidelines and procedures intended to organize the
Board appropriately; and oversee the evaluation of the Board and
management. The current members of the Nominating and Governance
Committee are Sheldon G. Adelson, Jason N. Ader and Jeffrey H.
Schwartz. Mr. Leven resigned from the Nominating and
Governance Committee on February 1, 2010 at the time of
Mr. Schwartzs election to the Committee. The
Nominating and Governance Committee held one formal meeting and
did not act by written consent during 2010. The activities of
the members of the Nominating and Governance Committee are
undertaken by numerous communications among its members and were
discussed during regularly scheduled Board meetings.
Compensation Committee Interlocks and Insider
Participation. The members of the Compensation
Committee during 2010 were Messrs. Forman, Chafetz, Koo and
Siegel. Mr. Forman was, from 1989 to 1995, an officer of
Interface Group Massachusetts Inc. and Interface Group-Nevada,
Inc., companies controlled by Mr. Adelson. Mr. Chafetz
is a manager of The Interface Group, LLC, a Massachusetts
limited liability company that controls Interface
Group-Massachusetts, LLC, a company that formerly owned and
operated Interface Travel. From 1989 to 1995, Mr. Chafetz
was a Vice President and director of Interface Group-Nevada,
Inc. and a director and Vice-President of our subsidiary, Las
Vegas Sands, Inc. Except as described above, none of the other
individuals who served as a member of our Compensation Committee
during 2010 is, or has been, an employee or officer of the
Company. None of our executive officers serves, or in the past
year has served, as a member of the Board or Compensation
Committee of any entity that has one or more executive officers
who serve on our Board or Compensation Committee.
Mr. Chafetz is a party to certain transactions described
under Certain Transactions below.
12
CORPORATE
GOVERNANCE
Commitment to Corporate Governance. Our Board
and management have a strong commitment to effective corporate
governance. We have in place a comprehensive corporate
governance framework for our operations which, among other
things, takes into account the requirements of the
Sarbanes-Oxley Act of 2002 and the applicable rules and
regulations of the Securities and Exchange Commission and the
NYSE. The key components of this framework are set forth in our
amended and restated articles of incorporation and by-laws,
along with the following additional documents:
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our Audit Committee Charter;
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our Compensation Committee Charter;
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our Nominating and Governance Committee Charter;
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our Corporate Governance Guidelines;
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our Code of Business Conduct and Ethics; and
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our Statement on Reporting Ethical Violations.
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Copies of each of these documents are available on our website
at www.lasvegassands.com by clicking on Investor
Relations, and then on Documents &
Charters under the section entitled Corporate
Governance. Copies also are available without charge by
sending a written request to Investor Relations at the following
address: Las Vegas Sands Corp., 3355 Las Vegas Boulevard South,
Las Vegas, Nevada 89109.
Corporate Governance Guidelines. We have
adopted Corporate Governance Guidelines for the Company setting
forth the general principles governing the conduct of the
Companys business and the role, functions, duties and
responsibilities of the Board, including, but not limited to,
such matters as composition, membership criteria, orientation
and continuing education, retirement, committees, compensation,
meeting procedures, annual evaluation and management succession
planning.
Code of Business Conduct and Ethics. We have
adopted a Code of Business Conduct and Ethics that applies to
all of the Companys directors, officers (including the
principal executive officer, principal financial officer and
principal accounting officer), employees and agents. The Code of
Business Conduct and Ethics establishes policies and procedures
that the Board believes promote the highest standards of
integrity, compliance with the law and personal accountability.
The Companys Code of Business Conduct and Ethics is
provided to all new directors, officers and employees.
Statement on Reporting Ethical Violations. We
have adopted a Statement on Reporting Ethical Violations to
facilitate and encourage the reporting of any misconduct at the
Company, including violations or potential violations of our
Code of Business Conduct and Ethics, and to ensure that those
reporting such misconduct will not be subject to harassment,
intimidation or other retaliatory action. The Statement on
Reporting Ethical Violations is provided to all new directors,
officers and employees.
Related Party Transactions. We have
established policies and procedures for the review, approval
and/or
ratification of related party transactions. Under its charter,
the Audit Committee approves all related party transactions
required to be disclosed in our public filings and all
transactions involving executive officers or directors of the
Company that are required to be approved by the Audit Committee
under the Companys Code of Business Conduct and Ethics.
Under our procedures, our executive officers and directors
provide our corporate counsels office with the details of
any such proposed transactions. Proposed transactions are then
presented to our Audit Committee for review, discussion and
approval. The Audit Committee may, in its discretion, request
additional information from the director or executive officer
involved in the proposed transaction or from management prior to
granting approval for a related party transaction. All other
related party transactions by individuals subject to our Code of
Business Conduct and Ethics must be approved by our Chief
Compliance Officer and reported to the Compliance Committee and
the Audit Committee.
Nomination of Directors. The Nominating and
Governance Committee proposed to the Board the candidates
nominated for election at this annual meeting. The Nominating
and Governance Committee, in making its selection
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of director candidates, considers the appropriate skills and
personal characteristics required in light of the then-current
makeup of the Board and in the context of the perceived needs of
the Company at the time.
The Nominating and Governance Committee considers a number of
factors in selecting director candidates, including:
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the ethical standards and integrity of the candidate in personal
and professional dealings;
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the independence of the candidate under legal, regulatory and
other applicable standards;
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the diversity of the existing Board, so that we maintain a body
of directors from diverse professional and personal backgrounds;
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whether the skills and experience of the candidate will
complement that of the existing members of the Board;
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the number of other public company boards of directors on which
the candidate serves or intends to serve, with the expectation
that the candidate would not serve on the boards of directors of
more than three other public companies;
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the ability and willingness of the candidate to dedicate
sufficient time, energy and attention to ensure the diligent
performance of his or her Board duties;
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the ability of the candidate to read and understand fundamental
financial statements and understand the use of financial ratios
and information in evaluating the financial performance of the
Company;
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the willingness of the candidate to be accountable for his or
her decisions as a director;
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the ability of the candidate to provide wise and thoughtful
counsel on a broad range of issues;
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the ability and willingness of the candidate to interact with
other directors in a manner that encourages responsible, open,
challenging and inspired discussion;
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whether the candidate has a history of achievements that
reflects high standards;
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the ability and willingness of the candidate to be committed to,
and enthusiastic about, his or her performance for the Company
as a director, both in absolute terms and relative to his or her
peers;
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whether the candidate possesses the courage to express views
openly, even in the face of opposition;
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the ability and willingness of the candidate to comply with the
duties and responsibilities set forth in the Companys
Corporate Governance Guidelines and by-laws;
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the ability and willingness of the candidate to comply with the
duties of care, loyalty and confidentiality applicable to
directors of publicly traded corporations organized in our
jurisdiction of incorporation;
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the ability and willingness of the candidate to adhere to the
Companys Code of Business Conduct and Ethics, including
the policies on conflicts of interest expressed therein; and
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such other attributes of the candidate and external factors as
the Board deems appropriate.
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The Nominating and Governance Committee has the discretion to
weight these factors as it deems appropriate. The importance of
these factors may vary from candidate to candidate.
The Nominating and Governance Committee will consider candidates
recommended by directors and members of management and may, in
its discretion, engage one or more search firms to assist in the
recruitment of director candidates. The Nominating and
Governance Committee does not have a policy for considering
director candidates recommended by security holders and believes
that not having such a policy is appropriate in light of the
significant ownership of the Companys Common Stock by
Mr. Adelson and his family.
Board Leadership Structure. Mr. Adelson
serves as the Chairman of the Board and Chief Executive Officer
of our Company. Mr. Adelson is the founder of our Company
and has served as its Chairman and Chief Executive Officer since
the Company was founded. The Board believes that
Mr. Adelson is best suited to serve as both its
14
Chairman and Chief Executive Officer because he is the most
familiar with the Companys businesses and industry and
best able to establish strategic priorities for the Company. In
addition, Mr. Adelson, his wife and trusts and other
entities for the benefit of the Adelsons and their family
members together beneficially owned approximately 47.1% of our
outstanding Common Stock as of the record date. Accordingly,
Mr. Adelson exercises significant influence over our
business policies and affairs, including the composition of our
Board of Directors. As a result, the Board believes that
Mr. Adelsons continuing service as both Chairman and
Chief Executive Officer is beneficial to the Company and
provides an effective leadership structure. The Company does not
have a lead director.
The Boards Role in Risk Oversight. The
Board of Directors, directly and through its committees, is
actively involved in the oversight of the Companys risk
management policies. The Audit Committee is charged with
overseeing enterprise risk management, generally, and with
reviewing and discussing with management the Companys
major financial risk exposures and the steps management has
taken to monitor, control and manage these exposures, including
the Companys risk assessment and risk management
guidelines and policies. The Compensation Committee oversees the
Companys compensation policies generally to determine
whether they create risks that are reasonably likely to have a
material adverse effect on the Company. The Audit Committee and
the Compensation Committee receive reports from, and discuss
these matters with, management and regularly report on these
matters to the Board.
2010 Executive Compensation Risk
Assessment. The Compensation Committee has
evaluated the Companys compensation structure from the
perspective of enterprise risk management and the terms of the
Companys compensation policies generally and does not
believe that that the Companys compensation policies and
practices provide incentives for employees to take inappropriate
business risks. As described under Compensation Discussion
and Analysis below regarding bonuses for named executive
officers, Mr. Adelson is eligible to receive bonuses under
his employment agreement, subject to the Companys
achieving predetermined EBITDA-based performance goals. Under
their employment agreements or other arrangements, the other
named executive officers are eligible for discretionary bonuses,
up to a target percentage of their respective base salaries.
Similarly, any bonuses for employees other than the named
executive officers are granted on a discretionary basis. The
Compensation Committee believes that the discretionary nature of
these bonuses does not incentivize the named executive officers
or other employees to take inappropriate business risks.
Presiding Non-Management Director. In
accordance with applicable rules of the NYSE and the
Companys Corporate Governance Guidelines, the Board meets
at least quarterly in executive session without management
directors or any members of the Companys management being
present. At each executive session a presiding director chosen
by a majority of the directors present at such session presides
over the session.
Stockholder Communications with the Board and Audit
Committee. The Board has established a process
for stockholders and interested parties to communicate with
members of the Board, the Audit Committee, the non-management
directors and the presiding non-management director of executive
sessions of the Board.
Director
Communications
Stockholders and interested parties who wish to contact our
Board, the Chairman of the Board, the presiding non-management
director of executive sessions or any individual director are
invited to do so by writing to:
Board of Directors of Las Vegas Sands Corp.
c/o Corporate
Secretary
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Complaints and concerns relating to our accounting, internal
accounting controls or auditing matters should be communicated
to the Audit Committee of our Board using the procedures
described below. All other stockholder and other communications
addressed to our Board will be referred to our presiding
non-management director of executive sessions and tracked by the
Corporate Secretary. Stockholder and other communications
addressed to a particular director will be referred to that
director.
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Audit
Committee Communications
Complaints and concerns relating to our accounting, internal
accounting controls, or auditing matters should be communicated
to the Audit Committee of our Board, which consists solely of
non-employee directors. Any such communication may be anonymous
and may be reported to the Audit Committee through the Office of
the General Counsel by writing to:
Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attention: Office of the General Counsel
All communications will be reviewed under Audit Committee
direction and oversight by the Office of the General Counsel,
the Audit Services Group, which performs the Companys
internal audit function, or such other persons as the Audit
Committee determines to be appropriate. Confidentiality will be
maintained to the fullest extent possible, consistent with the
need to conduct an adequate review. Prompt and appropriate
corrective action will be taken when and as warranted in the
judgment of the Audit Committee. The Office of the General
Counsel will prepare a periodic summary report of all such
communications for the Audit Committee.
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EXECUTIVE
OFFICERS
This section contains certain information about our executive
officers, including their names and ages (as of the mailing of
these proxy materials), positions held and periods during which
they have held such positions. There are no arrangements or
understandings between our officers and any other person
pursuant to which they were selected as officers.
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Name
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Age
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Title
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Sheldon G. Adelson
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Chairman of the Board, Chief Executive Officer and Treasurer
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Michael A. Leven
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President, Chief Operating Officer and Secretary
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Robert G. Goldstein
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Executive Vice President and President, Global Gaming Operations
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Kenneth J. Kay
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Executive Vice President and Chief Financial Officer
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For background information on Messrs. Adelson and Leven,
please see Board of Directors.
Robert G. Goldstein has been the Executive Vice President
and President of Global Gaming Operations of our Company since
January 1, 2011 and the Executive Vice President of our
Company since July 2009. He served as the Senior Vice President
of our Company from August 2004 until July 2009. He has been the
Executive Vice President of Las Vegas Sands, LLC (or its
predecessor, Las Vegas Sands, Inc.) since July 2009 and was its
Senior Vice President from December 1995 until July 2009. From
1992 until joining our Company in December 1995,
Mr. Goldstein was the Executive Vice President of Marketing
at the Sands Hotel in Atlantic City as well as an Executive Vice
President of the parent Pratt Hotel Corporation.
Mr. Kay has served as the Companys Executive
Vice President and Chief Financial Officer since
October 10, 2010 and as its Senior Vice President and Chief
Financial Officer since December 1, 2008. Prior to joining
our Company, Mr. Kay served as the Senior Executive Vice
President and Chief Financial Officer of CB Richard Ellis Group,
Inc. from July 2002 to November 2008. From December 1999 until
June 2002, Mr. Kay served as the Vice President and Chief
Financial Officer of Dole Food Company, Inc.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the
Companys executive officers and directors to file reports
of ownership of our Common Stock with the Securities and
Exchange Commission. Executive officers and directors are
required to furnish the Company with copies of all
Section 16(a) forms that they file. Based upon a review of
these filings and representations from the Companys
directors and executive officers that no other reports were
required, the Company notes that all reports for the year 2010
were filed on a timely basis.
The following discussion and analysis contains statements
regarding Company performance objectives and targets. These
objectives and targets are disclosed in the limited context of
our compensation program and should not be understood to be
statements of managements expectations or estimates of
results or other guidance. We specifically caution investors not
to apply these statements to other contexts.
17
COMPENSATION
DISCUSSION AND ANALYSIS
This discussion supplements the more detailed information
concerning executive compensation in the tables and narrative
discussion that follow under Executive Compensation and
Other Information. This Compensation Discussion and
Analysis section discusses our compensation philosophy and
objectives and the compensation policies and programs for the
following individuals who are referred to as named
executive officers:
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Sheldon G. Adelson, our Chairman, Chief Executive Officer and
Treasurer;
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Michael A. Leven, our President, Chief Operating Officer and
Secretary;
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Robert G. Goldstein, our Executive Vice President and President
of Global Gaming Operations;
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Kenneth J. Kay, our Executive Vice President and Chief Financial
Officer;
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Thomas Arasi, the former Chief Executive Officer of Marina Bay
Sands Pte. Ltd.; and
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Steven C. Jacobs, the former Chief Executive Officer of Sands
China Ltd.
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2010
Financial and Business Performance
2010 was the most successful year in the Companys
history. In addition to the opening of the Marina Bay Sands
integrated resort in April, the Company achieved record
financial results. Highlights of the Companys 2010
financial performance include:
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net revenue of $6.85 billion, a 50% increase over 2009;
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consolidated adjusted property EBITDA of $2.23 billion, a
105.2% increase over 2009; and
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consolidated adjusted earnings per diluted share of $0.98,
compared to $0.07 in 2009.
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The
Objectives of Our Executive Compensation Program
Our executive compensation program is directed by the
Compensation Committee of the Board of Directors. The
Compensation Committee has developed an executive compensation
program that is designed to:
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attract and retain key executive talent by providing the named
executive officers with competitive compensation;
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reward the named executive officers based upon the achievement
of Company, property and individual performance goals; and
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align the interests of the named executive officers with those
of our stockholders.
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The
Process of Setting Executive Compensation
We entered into employment agreements with Messrs. Adelson,
Leven, Goldstein, Kay and Arasi that provide the overall
framework for each executives compensation, including base
salary and target bonus amounts. The Compensation Committee
approved the compensation packages for each of these individuals
at the time we entered into their respective employment
agreements and approves all bonus and equity awards granted
during the terms of these agreements. In making its
determinations, the Compensation Committee considered the views
and recommendations of our Chief Executive Officer and Chief
Operating Officer in establishing 2010 compensation for
Messrs. Goldstein, Kay and Arasi and certain other highly
compensated employees.
The
Committees Compensation Consultant
The Compensation Committee has retained HVS Executive Search as
its independent executive compensation consultant since 2006.
HVS has advised the Compensation Committee in its evaluation of
compensation levels for our Chief Executive Officer and our
other named executive officers. HVS provides its advice on an
as-needed basis upon the request of the Compensation Committee.
During 2010, the Compensation Committee instructed HVS Executive
Search to provide advice on a compensation package for
Mr. Adelson, whose renewed employment
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agreement was scheduled to expire in December 2010. The
Compensation Committee also directed HVS to provide advice on
new compensation packages for Mr. Leven and
Mr. Goldstein. In addition, the Company retained HVS during
2010 to advise on management compensation generally.
HVS Executive Search is a division of HVS, a consulting firm
focused on the hospitality industry. During 2010, HVS provided
appraisal services to the lenders to Sands China Ltd. In the
past, HVS has provided appraisal services to lenders to the
Company and Sands China Ltd. and may do so again in the future.
Benchmarking
In connection with the Compensation Committees 2010 review
of Mr. Adelsons employment agreement and its
development of new compensation packages for Mr. Leven and
Mr. Goldstein, the Compensation Committee compared the
elements of executive compensation and total compensation
against compensation levels of executives in comparable
positions at peer group companies. The current peer group was
selected by the Compensation Committees consultant, based
on industry, revenue and market capitalization and other shared
characteristics and consists of the following companies
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Ameristar Casinos, Inc.
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MGM Resorts International
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Bally Technologies, Inc.
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Penn National Gaming, Inc.
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Boyd Gaming Corporation
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Pinnacle Entertainment, Inc.
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Caesars Entertainment Corporation
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Royal Caribbean Cruises Ltd.
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Carnival Corporation & plc
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Starwood Hotels & Resorts
Worldwide, Inc.
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Gaylord Entertainment
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Station Casinos, Inc.
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Hyatt Corporation
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Vail Resorts Management Company
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InterContinental Hotels Group
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The Walt Disney Company
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International Game Technology
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Wyndham Worldwide Corporation
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Loews Hotels
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Wynn Resorts, Limited
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Marriott International, Inc.
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Elements
of Executive Officer Compensation and Why We Chose to Pay Each
Element
In 2010, the principal components of compensation for the named
executive officers were:
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base salary;
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annual cash bonus;
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stock option awards;
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restricted stock awards (for Mr. Adelson);
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personal benefits; and
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change in control awards.
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Employment
Agreements
Messrs. Adelson, Leven, Goldstein and Kay are, and
Mr. Arasi prior to his resignation was, employed pursuant
to multi-year employment agreements that reflect the individual
negotiations with the relevant named executive officer. The
Company uses multi-year employment agreements to foster
retention, to be competitive and to protect the business with
restrictive covenants, such as non-competition, non-solicitation
and confidentiality provision. The employment agreements provide
for severance pay in the event of the involuntary termination of
the executives employment without cause (or, where
applicable, termination for good reason), which serves as
consideration for the restrictive covenants and allows the
executive to remain focused on the Companys interests.
Mr. Adelson. In 2004, in connection with
our initial public offering, we entered into a long-term
employment agreement with Mr. Adelson with an initial term
of five years, subject to extensions for successive one-year
periods upon
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mutual agreement of the parties no later than 90 days prior
to the expiration of the initial or any renewal term of the
agreement. The Company and Mr. Adelson agreed to extend his
employment agreement for one year on the same financial terms in
each of December 2009 and December 2010. The Compensation
Committee believed that extending Mr. Adelsons
employment agreement was in the best interests of the Company
and its stockholders and that, based on information provided by
the compensation consultant, the terms of
Mr. Adelsons 2004 agreement were fair to the Company.
Mr. Leven. In March 2009, we entered into
an employment agreement with Mr. Leven that was scheduled
to expire on March 11, 2011. On November 13, 2010, we
entered into a new employment agreement with Mr. Leven that
became effective on January 1, 2011 and will expire on
November 12, 2012. The Compensation Committee considered
factors including Mr. Levens performance as the
Companys President and Chief Operating Officer since March
2009, his knowledge and experience in the hospitality industry
and the Chief Executive Officers recommendations when
approving Mr. Levens new employment agreement.
Mr. Goldstein. On July 10, 2009, in
connection with Mr. Goldsteins promotion to his new
position as the Companys Executive Vice President, we
entered into a new employment agreement with him that was
scheduled to terminate on December 31, 2011. On
January 11, 2011, we entered into a new employment
agreement with Mr. Goldstein in connection with his
assuming his new position as the Companys Executive Vice
President and President of Global Gaming Operations.
Mr. Goldsteins new employment agreement was effective
as of January 1, 2011 and terminates on December 31,
2012, but may be extended by agreement of the parties. The
Compensation Committee considered factors including
Mr. Goldsteins performance as the Companys
Executive Vice President and his tenure at the Company, his
business experience and knowledge of the gaming industry and the
Chief Executive Officers recommendations when approving
Mr. Goldsteins new employment agreement.
Mr. Kay. We entered into an employment
agreement with Mr. Kay that was effective on
December 1, 2008 and terminates on December 31, 2011,
subject to extensions. Mr. Kays employment agreement
was amended on January 10, 2010, to increase his base
salary, retroactive to December 1, 2009, and to accelerate
the vesting of some of his options. The Compensation Committee
considered factors including Mr. Kays performance
during 2009, his leadership role in the Company, compensation
levels for individuals holding similar positions in other
organizations and the Chief Executive Officers
recommendations when approving the amendment to
Mr. Kays employment agreement.
Mr. Arasi. Mr. Arasi served as the
Chief Executive Officer of the Companys subsidiary, Marina
Bay Sands Pte. Ltd. from August 3, 2009 and has resigned,
effective April 30, 2011. The Compensation Committee
considered factors, including Mr. Arasis performance
as the Chief Executive Officer of Marina Bay Sands and extensive
experience as a senior executive in other international
hospitality companies, when approving Mr. Arasis
employment arrangements.
Mr. Jacobs. Mr. Jacobs served as the
Chief Executive Officer of the Companys subsidiary, Sands
China Ltd., whose shares are listed on The Stock Exchange of
Hong Kong Limited, until July 23, 2010. The Remuneration
Committee of the Board of Directors of Sands China Ltd. was
responsible for approving all decisions relating to
Mr. Jacobss 2010 compensation.
The major elements of our executive officer compensation and
details regarding how each component was determined are
described below.
Base
Salary
Base salary levels for the named executive officers are set
forth in their respective employment agreements or other
arrangements. The base salary amounts were determined at the
time we entered into the various employment agreements or the
other arrangements were determined, based on each
individuals professional experience and scope of
responsibilities within the organization.
The employment agreements or other arrangements for
Messrs. Adelson, Leven, Goldstein, Kay, Arasi and Jacobs
provide for the following annual base salaries:
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Mr. Adelson, $1,000,000;
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Mr. Leven, $2,000,000 under his 2009 employment agreement,
which was increased to $3,000,000 under his 2011 employment
agreement for the reasons described above;
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Mr. Goldstein, $1,500,000 under his 2009 employment
agreement and his 2011 employment agreement for the reasons
described above;
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Mr. Kay, $1,100,000 until December 31, 2010, which was
increased by 4% to $1,144,000 effective January 1, 2011
pursuant to the terms of his employment agreement;
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Mr. Arasi, $1,035,000 until August 3, 2010, which was
increased to $1,185,000 thereafter pursuant to the terms of his
employment agreement and the recommendation of
management; and
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Mr. Jacobs, $1,300,000.
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Short-term
Incentives
Messrs. Adelson, Leven, Goldstein, Kay and Arasi are
eligible for annual performance-based cash incentives under the
Companys Executive Cash Incentive Plan, which was created
to establish a program of annual incentive compensation awards
for designated officers and other key executives that is
directly related to our performance results. Some of these named
executive officers also are entitled to discretionary bonuses
awarded pursuant to their employment agreements or by a
determination of the Compensation Committee. The Compensation
Committee retains the right to exercise discretion in
determining bonus levels for these named executive officers.
Mr. Adelson
Mr. Adelson is eligible for two types of annual
performance-based incentive opportunities, a base bonus and an
annual supplemental bonus. The target base bonus and annual
bonus opportunities are described in Mr. Adelsons
employment agreement, as set forth below.
Base bonus. Mr. Adelson is eligible for
cash incentive bonuses earned and payable quarterly primarily
subject to the Companys attainment of predetermined
EBITDA-based performance targets. Base bonus payments may range
from $0 (if the Company does not achieve the predetermined
EBITDA performance target) to a defined maximum opportunity
specified in Mr. Adelsons employment agreement.
Mr. Adelsons target base bonus for 2005 was $500,000.
Commencing with 2006 and for each year during the term of his
employment, Mr. Adelsons target annual base bonus
increases automatically by at least four percent (4%) of the sum
of (x) his base salary for the immediately preceding year
plus (y) the base bonus paid to him with respect to the
immediately preceding year.
Annual supplemental bonus. Under his
employment agreement, Mr. Adelson is eligible to receive an
annual cash incentive bonus equal to a percentage of the sum of
his base salary plus his base bonus. The annual bonus payable to
Mr. Adelson is contingent on the Companys achievement
of annual performance targets that are primarily EBITDA-based.
The amount of Mr. Adelsons annual supplemental bonus
is equal to a percentage of the sum of (x) his base salary
for the year plus (y) the base bonus paid to him for the
year. Mr. Adelsons annual supplemental bonus payments
may range from $0 (if the Company does not achieve 80% of the
predetermined EBITDA performance target) to a defined maximum
opportunity (if the Company achieves 110% of the predetermined
EBITDA performance target). Mr. Adelsons annual
supplemental bonus payments increase ratably if EBITDA reaches
80% to 100% of the predetermined EBITDA target.
Mr. Adelsons target and maximum annual supplemental
bonus opportunities as a percentage of base salary and base
bonus for 2010 were 90% and 180%, respectively.
The performance targets specified under Mr. Adelsons
employment agreement are primarily EBITDA-based. The
EBITDA-based performance targets are established annually by the
Performance Subcommittee following consultation with the other
members of the Compensation Committee, our executive officers
and such other members of our management as the Performance
Subcommittee deems appropriate. The Performance Subcommittee
established different EBITDA-based performance targets for the
base bonus and the annual supplemental bonus. The 2010 targets
represent the EBITDA level that must be achieved in order for
Mr. Adelson to receive 100% of his target base bonus or his
target annual supplemental bonus. For 2010, the Performance
Subcommittee established an EBITDA-based performance target of
$1.025 billion relating to Mr. Adelsons base
bonus. The
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Performance Subcommittee ultimately established an EBITDA-based
performance target relating to Mr. Adelsons 2010
annual supplemental bonus based on the following two components:
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for 75% of Mr. Adelsons annual supplemental bonus
opportunity, the target is an amount equal to
$1,218.7 million, based on consolidated adjusted property
EBITDA for all Company properties, except for Marina Bay Sands,
less corporate expense, and
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for 25% of Mr. Adelsons annual supplemental bonus
opportunity, the final target is an amount equal to
$620 million of adjusted property EBITDA for Marina Bay
Sands. In April 2010, before the opening of Marina Bay Sands,
the Performance Subcommittee originally established a target of
$750 million of adjusted property EBITDA for Marina Bay
Sands, subject to further review later in the year. The target
was subsequently revised to $620 million following an
evaluation of the initial operations of Marina Bay Sands.
|
In determining the 2010 annual EBITDA-based targets, the
Performance Subcommittees goal was to set an aggressive
objective based on its review of the annual budget information
provided by management and the Boards discussions with our
executive officers and management about the assumptions
underlying the 2010 budget, including the Companys
development and operating plans for the upcoming year and the
projected opening date and first year performance for Marina Bay
Sands. In making its determinations, the Performance
Subcommittee recognized the inherent difficulty of providing
appropriate financial targets for Mr. Adelson, given the
economy generally, the competitive challenges facing the Company
in the markets in which it operates and the Companys
global development plans. The Performance Subcommittee believed
that the achievement of the 2010 performance targets required
Mr. Adelson to perform at a high level to earn the target
bonus payments.
In 2010, the Company achieved the predetermined EBITDA-based
performance target required for the payment of
Mr. Adelsons base bonus. In addition, the Company
achieved 123.3% of the predetermined EBITDA-based performance
target relating to all Company properties, except for Marina Bay
Sands, and 103.5% of the revised EBITDA-based performance target
relating to Marina Bay Sands. Accordingly, Mr. Adelson
received a base bonus of $1,508,400 and an annual supplemental
bonus of $4,150,069 for his 2010 performance.
Mr. Adelsons base and annual supplemental bonuses are
shown in the Summary Compensation Table under Non-Equity
Incentive Plan Compensation.
Messrs. Leven,
Goldstein, Kay and Arasi
Messrs. Leven, Goldstein, Kay and Arasi are eligible to
receive discretionary bonuses subject to their achievement of
individual or Company performance objectives established by the
Performance Subcommittee following consultation with the other
members of the Compensation Committee, the named executive
officers and such other members of our management as the
Performance Subcommittee deems appropriate. In making its
determinations regarding 2010 bonuses, the Compensation
Committee gave equal 50% weighting to (a) the
Companys achievement of the EBITDA-based performance
targets described below and (b) the individual performances
of Messrs. Leven, Goldstein, Kay and Arasi, including,
where applicable, their achievement of individual performance
goals as described below. In evaluating the qualitative aspects
of the individual performances of Messrs. Leven, Goldstein,
Kay and Arasi, the Compensation Committee also considered
factors, including the achievement of specific property-related
performance objectives and the status of the Companys
development projects. The Committee also considered
Mr. Adelsons recommendations for the amount of 2010
bonus payments to these executive officers.
The Performance Subcommittee established the following
EBITDA-based performance-based financial targets:
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for Messrs. Leven and Kay, 75% of the target is an amount
equal to $1,218.7 million, based on consolidated adjusted
property EBITDA for all Company properties, except for Marina
Bay Sands, less corporate expense, and 25% of the target is an
amount equal to $620 million of adjusted property EBITDA
for Marina Bay Sands (following the revision described above);
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for Mr. Goldstein, the target is an amount equal to
$310 million of adjusted property EBITDA for the
Companys Las Vegas properties; and
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for Mr. Arasi, the target is an amount equal to
$620 million of adjusted property EBITDA for Marina Bay
Sands (following the revision described above).
|
In 2010, in addition to meeting the EBITDA-based performance
targets for all Company properties, except for Marina Bay Sands,
and the EBITDA-based performance target for Marina Bay Sands,
the Company also achieved 95.1% of the EBITDA-based performance
target relating to the Las Vegas properties. Overall, the
Company achieved 108.4% of its predetermined EBITDA-based
financial performance targets.
Mr. Leven. Under his 2009 employment
agreement, Mr. Leven is eligible to receive an annual
bonus, with a target bonus of 50% of his base salary, or
$1,000,000. The Performance Subcommittee did not establish
individual performance goals for Mr. Leven. However, during
its deliberations about Mr. Levens 2010 bonus, the
Performance Subcommittee evaluated Mr. Levens
performance generally, including his global leadership role and
his impact on the Companys operations and development
plans, and assessed a 100% performance weighting for these
qualitative factors. In February 2011, based on these reasons
and the Companys achievement of 108.4% of its
predetermined EBITDA-based performance targets, Mr. Leven
was awarded a bonus of $1,020,000 in respect of his 2010
performance, representing 102% of his target bonus opportunity.
Mr. Levens bonus is shown in the Summary Compensation
Table under Bonus.
Mr. Goldstein. Under
Mr. Goldsteins 2009 employment agreement, he is
eligible to receive a discretionary cash bonus in each of 2010
and 2011 of a maximum of $250,000. The Performance Subcommittee
did not establish individual performance goals for
Mr. Goldstein. However, during its deliberations about
Mr. Goldsteins 2010 bonus, the Performance
Subcommittee evaluated Mr. Goldsteins performance
generally, including his leadership of the Las Vegas operations
and the Companys gaming operations and assessed a 100%
performance weighting for these qualitative factors. In February
2011, based on these reasons and the achievement by the
Companys Las Vegas operations of 95.1% of the
predetermined EBITDA-based performance target,
Mr. Goldstein was awarded a bonus of $243,750 in respect of
his 2010 performance, representing 97.5% of his target bonus
opportunity. Mr. Goldsteins bonus is shown in the
Summary Compensation Table under Bonus.
Mr. Kay. Under his employment agreement,
Mr. Kay is eligible to receive an annual cash bonus based
on the achievement of annual performance objectives and in an
amount not to exceed 100% of his base salary, absent a
determination of unusual circumstances or exceptional
performance. The Performance Subcommittee established the
following four 2010 performance goals for Mr. Kay:
(1) develop and execute on a plan to enhance the
companys capital structure, including managing the
upcoming debt maturities in Macau and Las Vegas in 2011 and
2012; (2) build a comprehensive Corporate operational and
financial model to support and enhance the Corporate Finance
forecasting capabilities and to support decision making;
(3) enhance leadership of the information technology
function and develop company-wide consensus on an information
technology three year plan; and (4) create a global PMO
organization to project manage strategic, construction and
information technology projects. The Performance Subcommittee
determined that Mr. Kay achieved all of his individual
performance objectives. In February 2011, based on these reasons
and the Companys achievement of 108.4% of its
predetermined EBITDA-based performance targets, Mr. Kay was
awarded a bonus of $1,100,000 in respect of his 2010
performance, representing 100% of his target bonus opportunity.
Mr. Kays bonus is shown in the Summary Compensation
Table under Non-Equity Incentive Plan Compensation.
Mr. Arasi. Under his employment
agreement, Mr. Arasi is eligible to receive a discretionary
cash bonus based on his achievement of individual and company
goals and objectives, with a target bonus of 50% of his base
salary, or $548,322 (pro- rated for Mr. Arasis salary
increase during 2010). The Performance Subcommittee did not
establish individual performance goals for Mr. Arasi.
However, during its deliberations about Mr. Arasis
2010 bonus, the Performance Subcommittee evaluated
Mr. Arasis performance generally, including his
leadership role and contributions to the opening of Marina Bay
Sands and the ramping up of operations at Marina Bay Sands
following its opening and assessed a 50% performance weighting
for these qualitative factors. In February 2011, based on these
reasons and the achievement by Marina Bay Sands of 103.5% of its
predetermined EBITDA-based performance targets, Mr. Arasi
was awarded a bonus of $421,111 in respect of his 2010
performance, representing 76.8% of his target bonus opportunity.
Mr. Arasis bonus is shown in the Summary Compensation
Table under Bonus.
23
Mr. Jacobs
Mr. Jacobs ceased to serve as the Chief Executive Officer
of Sands China Ltd. on July 23, 2010. The Remuneration
Committee did not establish bonus performance targets for
Mr. Jacobs in respect of his 2010 performance prior to the
termination of his employment. Mr. Jacobs did not receive a
bonus in respect of his 2010 performance.
Long-term
Incentives (Equity Awards)
Messrs. Adelson, Leven, Goldstein, Kay and Arasi are
eligible for long-term, equity incentives under the
Companys 2004 Equity Award Plan, which is administered by
the Compensation Committee and was created to give us a
competitive edge in attracting, retaining and motivating
employees and to enable us to provide incentives directly
related to increases in our stockholder value. Mr. Adelson
is entitled to annual equity incentive awards under his
employment agreement, subject to the Companys achievement
of EBITDA-based performance targets as described below. The
employment agreements for Messrs. Leven, Goldstein, Kay and
Arasi do not provide for annual grants of equity incentive
awards, although the Compensation Committee is authorized to
award such grants in its sole discretion.
Mr. Adelson. Mr. Adelsons
annual equity incentive awards under his employment agreement
are split into two equal components:
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Nonqualified stock options. One half of the
equity incentive award value is granted in the form of stock
options early in the year to which the grant relates. The number
of stock options is determined based on an estimate of the grant
date Black-Scholes value of the award. The stock option grant
vests ratably over four years.
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Performance-based restricted stock. One half
of the equity incentive award value is granted as restricted
stock early in the year following the year to which the grant
relates, contingent upon attaining the targeted EBITDA-based
goals identified for the annual supplemental bonus in the prior
year, or a target of $1.5 billion for 2009. The value of
the restricted stock award may range from $0 (if the Company
does not achieve 80% of the predetermined EBITDA-based
performance target) to 100% of the value of the restricted stock
award opportunity (if the Company achieves 100% of the
predetermined EBITDA-based performance target). The number of
shares of restricted stock, if earned, is determined based on
the fair market value of our Common Stock on the NYSE on the
grant date. The restricted stock grant vests ratably over three
years.
|
Under his employment agreement, Mr. Adelson is entitled to
a specified aggregate target grant value of his equity incentive
awards as the Company achieves higher annualized six-month
EBITDA levels. Mr. Adelson is entitled to receive equity
incentive awards with a total value of $3,650,000 because the
Company, prior to 2009, had achieved more than $1 billion
of annualized six-month EBITDAR.
The value of Mr. Adelsons 2010 stock option award
opportunity was $1,825,000 (one half of the total equity
incentive award of $3,650,000). Accordingly, on
February 23, 2010, Mr. Adelson received a grant of
options to purchase 151,076 shares of our Common Stock,
based on the Black-Scholes value of the stock option award on
the grant date. The grant date fair value of this award of
$1,825,000 is shown in the Summary Compensation Table under
Option Awards.
Mr. Adelsons target grant value for his restricted
stock award for 2010 was $1,825,000 (one half of the total
equity incentive award of $3,650,000). However, in 2009, the
Company did not achieve the predetermined EBITDAR-based
performance target of $1.5 billion relating to the award of
restricted stock. As a result, Mr. Adelson was not entitled
to receive a grant in 2010 of restricted stock in respect of his
2009 performance.
Mr. Leven. Under his employment
agreement, Mr. Leven was granted an option to purchase
3,000,000 shares of our Common Stock on March 11, 2009
and an additional option to purchase 1,000,000 shares of
our Common Stock on January 1, 2010. Each option vested as
to 25% of the shares subject to such option on March 11,
2010 and each option fully vested on March 11, 2011. Each
option will expire on March 11, 2014. The grant date fair
value of Mr. Levens option awards are shown in the
Summary Compensation Table under Option Awards. In
addition,
24
pursuant to his 2011 employment agreement, Mr. Leven
received a grant of 350,000 shares of restricted stock on
January 1, 2011.
Mr. Goldstein. Mr. Goldstein did not
receive a grant of stock options or restricted stock during
2010. Under his 2009 employment agreement, Mr. Goldstein
was granted options to purchase 500,000 shares of our
Common Stock on July 11, 2009, 250,000 of which vested on
January 1, 2010 and 250,000 of which vested on
January 1, 2011. In addition, Mr. Goldsteins
2009 and 2011 employment agreements provide that if
Mr. Goldstein remains continuously employed with the
Company through December 31, 2011, then upon termination of
his employment with the Company at or following that date,
Mr. Goldstein will be entitled to receive accelerated
vesting of all of his awards of stock options and restricted
stock that were outstanding as of July 10, 2009.
Mr. Goldstein also received a grant of 125,000 shares
of restricted stock on January 11, 2011 at the time he
entered into his 2011 employment agreement.
Mr. Kay. Mr. Kay received
discretionary grants of options to purchase 300,000 shares
of our Common Stock on February 23, 2010, and
88,000 shares of our Common Stock on June 11, 2010.
These option grants were awarded to him in recognition of his
leadership role at the Company, including in connection with the
Companys financing arrangements and strengthening the
Companys finance organization. The grant date fair values
of Mr. Kays option awards are shown in the Summary
Compensation Table under Option Awards.
In addition, pursuant to his employment agreement, Mr. Kay
received a grant of options to purchase 100,000 shares of
our Common Stock on January 1, 2009. On January 10,
2010, as noted above under Employment
Agreements, the Company amended the terms of
Mr. Kays employment agreement and option grant so
that (a) an additional 20,000 options were deemed
retroactively vested as of January 1, 2010 resulting in a
cumulative total of 25,000 options being vested as of that date
and (b) the remaining 75,000 options will vest in equal
installments of 25,000 options each on January 1, 2011
(which has already vested), January 1, 2012 and
January 1, 2013.
Mr. Arasi. Pursuant to his employment
agreement, Mr. Arasi received a grant of options to
purchase 150,000 shares of our Common Stock on
August 3, 2010. These options will be forfeited in
connection with Mr. Arasis resignation from the
Company. The grant date fair value of Mr. Arasis
option award is shown in the Summary Compensation Table under
Option Awards.
Mr. Jacobs. On May 11, 2010,
Mr. Jacobs received a grant of options to purchase
2,500,000 shares of Sands China Ltd. stock, subject to
Mr. Jacobs timely acceptance of the offer of the
grant of the options and to the Option Terms and Conditions. The
grant was approved by the Remuneration Committee of the Board of
Directors of Sands China Ltd. The options were awarded under the
Sands China Ltd. Equity Award Plan. The options did not vest and
expired upon the termination of Mr. Jacobss
employment. The grant date fair value of Mr. Jacobss
Sands China Ltd. option award is shown in the Summary
Compensation Table under Option Awards.
For more information about equity incentive awards, see
Executive Compensation Related Policies and
Practices Stock Option and Restricted Stock Grant
Practices and Executive Compensation and Other
Information Employment Agreements. Grants made
during 2010 are included in the Grants of Plan-Based Awards
Table.
Personal
Benefits
Mr. Adelson is entitled to be reimbursed up to $100,000
annually for personal legal and financial planning fees and
expenses under his employment agreement. Mr. Adelson also
is entitled during the term of his employment to the full-time
and exclusive use of an automobile and a driver of his choice
and security services for himself, his spouse and minor
children. In addition, pursuant to his employment agreement,
Mr. Adelson is entitled to the use of a Boeing Business Jet
for his travel in connection with Company business.
Mr. Leven is entitled to be reimbursed for the initiation
fee for membership in a country club of his choice pursuant to
his employment agreement, which he has not requested to date. In
addition, the Company will make available to Mr. Leven a
jet aircraft in connection with both business and personal use,
including personal use by Mr. Levens spouse. The
value of aircraft usage for personal purposes by Mr. Leven
and/or his
spouse is imputed to Mr. Leven as compensation using the
Internal Revenue Service Standard Industry Fare Level tables.
25
Mr. Goldsteins 2009 employment agreement provides
that his spouse is entitled to accompany him on at least two
trips to Asia each year at the Companys sole cost and
expense.
The Company provides certain of its named executive officers
with access to corporate memberships at country clubs for
business purposes. The Company requires these executives to
reimburse it in full for personal use of these facilities. The
Company also permits its named executive officers to use Company
personnel for home repairs during business hours on a limited
basis. The Company requires that these executives reimburse it
in full for these services. The Company does not permit personal
use of corporate aircraft by its executive officers, except for
Mr. Leven as noted above. On certain occasions, an
executive officers spouse or other immediate family member
has accompanied the executive officer on business-related
flights on aircraft that we own or lease. The Compensation
Committee believes that providing these benefits to our
executives is appropriate, given the status in our Company of
these individuals, and helps facilitate our executives
performance of their duties.
Our executive officers also participate in a group supplemental
medical insurance program available only to certain of our
senior officers. Our executive officers, as well as certain
other employees, are also entitled to use workout facilities at
the Canyon Ranch Spa at The Venetian Resort Hotel Casino and The
Palazzo Resort Hotel Casino in Las Vegas and to receive dry
cleaning services. Our executive officers are entitled to
receive other employee benefits generally made available to our
employees.
For more information, see footnote (5) to the Summary
Compensation Table under Executive Officer Compensation
and Other Information.
Change
in Control and Termination Payments
The long-term employment agreements with Messrs. Adelson,
Leven, Goldstein, Kay and Arasi provide for payments and the
continuation of benefits upon certain terminations of employment
or if there is a change in control of the Company. These
provisions are based on negotiations with these named executive
officers. In addition, the employment agreements with
Messrs. Adelson, Goldstein, Kay and Arasi include
restrictive covenants relating to future employment. The
Compensation Committee believed the post-termination payments
were necessary in order to enable us to provide a competitive
compensation package so that we could retain these named
executive officers.
The Companys 2004 Equity Award Plan was established in
2004. The purpose of the plan is to provide a means through
which the Company may attract able persons to enter and remain
in the employ of the Company. The change in control provisions
of the plan were designed in furtherance of this goal.
Further information about benefits under certain change in
control and terminations of employment are described below under
Potential Payments Upon Termination or Change in
Control.
Tax and
Accounting Considerations Relating to Executive
Compensation
Section 162(m)
of the Internal Revenue Code
The Compensation Committees general policy is that
compensation should qualify as tax deductible to the Company for
federal income tax purposes whenever possible. Under
Section 162(m) of the Internal Revenue Code (the
Code), compensation paid to certain members
of senior management (other than our chief financial officer) in
excess of $1 million per year is not deductible unless the
compensation is performance-based as described in
the regulations under Section 162(m). Compensation is
generally performance-based if it is determined
using pre-established objective formulas and criteria approved
by stockholders within the past five years. Compensation awards
under our Executive Cash Incentive Plan generally are designed
to maximize tax deductibility by satisfying the
performance-based compensation exception to Section 162(m).
The maximum amount payable to a participant under the Executive
Cash Incentive Plan in respect of an annual bonus award that is
intended to qualify for the performance-based compensation
exception to Section 162(m) is $10.0 million. In
addition, awards under the 2004 Equity Award Plan also may
satisfy the performance-based compensation exception to
Section 162(m). The performance-based provisions of our
Executive Cash Incentive Plan and 2004 Equity Award Plan were
approved by our stockholders at the 2008 annual meeting of
stockholders. Changes in applicable tax laws and regulations as
well as factors beyond the control of the Compensation Committee
can adversely impact the deductibility of compensation paid to
our executive officers who are covered by Section 162(m).
26
Named executive officers and other officers or key executives
designated by the Compensation Committee are eligible to receive
cash bonuses payable under our Executive Cash Incentive Plan in
the amounts determined in accordance with their employment
agreements. The document governing the Executive Cash Incentive
Plan specifies that the Compensation Committee, in its sole
discretion, has full power and authority to administer the plan,
including, among other things, the authority to designate an
award as one that does not qualify as
performance-based compensation under
Section 162(m) of the Code. Accordingly, the bonuses paid
to certain of the named executive officers and included in the
Summary Compensation Table under the heading Bonus
were not made pursuant to the Executive Cash Incentive Plan. The
Performance Subcommittee makes all determinations relating to
performance-based compensation for purposes of
Section 162(m). The Compensation Committee believes that
mathematical formulas cannot always anticipate and fairly
address every situation that might arise. The Compensation
Committee therefore retains the authority to adjust compensation
in the case of unexpected, unusual or non-recurring events or to
attract and retain key executive talent, even if this results in
the payment of non-deductible compensation or to otherwise award
or pay non-deductible compensation if the Committee deems it in
the best interests of the Company and its stockholders to do so.
In addition, bonus awards granted under the Executive Cash
Incentive Plan must specify performance criteria to be achieved,
a minimum acceptable level of achievement below which no payment
or award will be made and a formula for determining the amount
of any payment or award to be made if performance is at or above
the minimum acceptable level but falls short of full achievement
of the specified performance criteria. The Compensation
Committee may modify performance criteria or the related minimum
acceptable level of achievement, in whole or in part, as the
Committee deems appropriate and equitable, provided that no such
modification may be made that would cause an award to no longer
qualify as performance-based compensation under
Section 162(m).
The Board of Directors has appointed the Compensation Committee
to administer the 2004 Equity Award Plan. The Performance
Subcommittee makes all determinations relating to
performance-based compensation for purposes of
Section 162(m). Under the plan, the Performance
Subcommittee may not grant or provide payment in respect of an
award intended to qualify as performance-based
compensation unless the applicable performance goals have been
achieved and, under the applicable performance formula, all or
some of the performance award has been earned for the
performance period.
Sections 280G
and 4999 of the Code (Golden Parachute
Payments)
If any payment to Mr. Adelson pursuant to his employment
agreement is subject to the excise tax imposed by
Section 4999 of the Code, the payment that is considered a
parachute payment will be limited to the greatest
amount which can be paid under Section 280G without causing
any loss of deduction to the Company but only if, by reason of
such reduction, the net after tax benefit to him (as defined in
his employment agreement) exceeds the net after tax benefit if
the reduction were not made.
Deferred
Compensation
The Las Vegas Sands Corp. Deferred Compensation Plan was created
to provide benefits to non-employee directors and a select group
of management or highly paid Las Vegas Sands Corp. employees to
be selected by our Compensation Committee. All non-employee
directors are eligible to participate in the Deferred
Compensation Plan. The Deferred Compensation Plan allows
participating employees to defer payment of their base salary
and/or bonus
and non-employee directors to defer payment of director fees.
There are currently no participants in the Deferred Compensation
Plan.
Executive
Compensation Related Policies and Practices
Policies
Regarding Stock Ownership and Hedging the Economic Risk of Stock
Ownership
The Company believes that the number of shares of the
Companys Common Stock owned by each named executive
officer is a personal decision and encourages stock ownership,
including through the compensation policies applicable to its
named executive officers. Accordingly the Company has not
adopted a policy requiring its named executive officers to hold
a portion of their stock during their employment at the Company.
27
Under our securities trading policy, our officers, directors and
employees are not permitted to purchase our Common Stock on
margin, sell our Common Stock short or buy or sell puts, calls
or other derivative instruments relating to our Common Stock.
Although we discourage speculative hedging transactions, we do
permit long-term hedging transactions that are designed to
protect an individuals investment in our Common Stock
provided that the hedge is for at least six months in duration
and relates to stock or options held by the individual.
Stock
Option and Restricted Stock Grant Practices
Mr. Adelsons employment agreement provides that
grants of stock options are to be made by March 15 of the year
to which the grant relates. On February 23, 2010, the
Company granted Mr. Adelson stock options for the 2010
calendar year. Grants of restricted stock to Mr. Adelson
are to be made by March 15 following the year to which the award
relates, provided that the performance goals for such prior year
have been achieved. In 2009, the Company did not achieve the
predetermined EBITDA-based performance target relating to the
award of restricted stock. Accordingly, the Company did not
grant Mr. Adelson restricted stock in respect of his 2009
performance.
Grants of stock options and restricted stock under our 2004
Equity Award Plan are approved by the Compensation
Committees Performance Subcommittee. Each of the members
of the Performance Subcommittee is an independent director. The
stock option grants to Messrs. Adelson, Leven, Goldstein,
Kay and Arasi under their employment agreements are effective as
of their respective grant dates, which are either the date of
approval or, if later, the first date of employment or a future
date specified in the employment agreement. The exercise price
of all stock options to purchase Las Vegas Sands Corp. Common
Stock is equal to the fair market value of Las Vegas Sands Corp.
Common Stock on the grant date. The stock option grant to
purchase shares of Sands China Ltd. to Mr. Jacobs was made
pursuant to the Sands China Ltd. Equity Award Plan and was
approved by the Remuneration Committee of the Board of Directors
of Sands China Ltd. The exercise price for
Mr. Jacobss option grant to purchase shares of Sands
China Ltd. was the average closing price of Sands China Ltd.
shares on The Stock Exchange of Hong Kong Limited for the five
trading days immediately preceding the grant date.
COMPENSATION
COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the
foregoing Compensation Discussion and Analysis contained in this
Proxy Statement with management and, based on the review and
discussions, the Compensation Committee recommended to the Board
of Directors that the Compensation Discussion and Analysis be
included by reference in the Companys Annual Report on
Form 10-K
and this Proxy Statement.
Charles D. Forman, Chair
Irwin Chafetz
George P. Koo
Jeffrey H. Schwartz (as of February 1, 2011)
Irwin A. Siegel
The foregoing Compensation Committee Report does not
constitute soliciting material and should not be deemed filed or
incorporated by reference into any other Company filing under
the Securities Act of 1933 (the Securities Act) or
the Exchange Act, except to the extent the Company specifically
incorporates this report by reference therein.
28
EXECUTIVE
COMPENSATION AND OTHER INFORMATION
The following table provides information regarding compensation
for our Chief Executive Officer, Chief Financial Officer and
each of our other three highest paid executive officers serving
as such at December 31, 2010, and the former Chief
Executive Officer of Sands China Ltd.
2010
Summary Compensation Table
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Non-Equity
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Stock
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Option
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Incentive Plan
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All Other
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Name and
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Salary
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Bonus(1)
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Awards(2)
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Awards(3)
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Compensation(4)
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Compensation(5)
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Total
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Principal Position
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Year
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($)
|
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($)
|
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($)
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|
($)
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|
($)
|
|
($)
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($)
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Sheldon G. Adelson
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2010
|
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$
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1,000,000
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|
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|
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|
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$
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1,825,000
|
|
|
$
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5,658,469
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$
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2,873,397
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|
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$
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11,356,866
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Chairman of the Board,
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2009
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$
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1,000,000
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$
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24,625
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$
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1,825,000
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$
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2,725,524
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$
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5,575,149
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Chief Executive
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2008
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$
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,402,929
|
|
|
$
|
3,402,929
|
|
Officer and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael A.
Leven(6)
|
|
|
2010
|
|
|
$
|
2,000,000
|
|
|
$
|
1,020,000
|
|
|
|
|
|
|
$
|
9,120,000
|
|
|
|
|
|
|
$
|
130,628
|
|
|
$
|
12,270,628
|
|
President,
|
|
|
2009
|
|
|
$
|
1,561,539
|
|
|
$
|
202,740
|
|
|
|
|
|
|
$
|
2,400,000
|
|
|
|
|
|
|
$
|
229,454
|
|
|
$
|
4,393,733
|
|
Chief Operating Officer and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert G. Goldstein
|
|
|
2010
|
|
|
$
|
1,500,000
|
|
|
$
|
243,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
28,211
|
|
|
$
|
1,771,961
|
|
Executive Vice President
|
|
|
2009
|
|
|
$
|
1,203,692
|
|
|
$
|
62,500
|
|
|
$
|
16,659
|
|
|
$
|
3,570,000
|
|
|
|
|
|
|
$
|
28,943
|
|
|
$
|
4,881,794
|
|
and President of Global
|
|
|
2008
|
|
|
$
|
965,000
|
|
|
|
|
|
|
$
|
373,175
|
|
|
$
|
1,150,000
|
|
|
|
|
|
|
$
|
24,739
|
|
|
$
|
2,512,914
|
|
Gaming Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth J.
Kay(7)
|
|
|
2010
|
|
|
$
|
1,100,000
|
|
|
|
|
|
|
|
|
|
|
$
|
5,329,440
|
|
|
$
|
1,100,000
|
|
|
$
|
30,258
|
|
|
$
|
7,559,698
|
|
Executive Vice President
|
|
|
2009
|
|
|
$
|
916,667
|
|
|
|
|
|
|
|
|
|
|
$
|
932,000
|
|
|
$
|
230,000
|
|
|
$
|
46,973
|
|
|
$
|
2,125,640
|
|
and Chief Financial Officer
|
|
|
2008
|
|
|
$
|
51,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
51,923
|
|
Thomas
Arasi(8)
|
|
|
2010
|
|
|
$
|
1,107,928
|
|
|
$
|
421,111
|
|
|
|
|
|
|
$
|
3,112,500
|
|
|
|
|
|
|
$
|
72,049
|
|
|
$
|
4,713,588
|
|
Former President and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer, Marina Bay Sands Pte. Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven C.
Jacobs(9)
|
|
|
2010
|
|
|
$
|
782,132
|
|
|
|
|
|
|
|
|
|
|
$
|
2,203,125
|
|
|
|
|
|
|
$
|
128,903
|
|
|
$
|
3,114,160
|
|
Former Chief Executive
|
|
|
2009
|
|
|
$
|
870,350
|
|
|
$
|
433,333
|
|
|
|
|
|
|
$
|
4,230,750
|
|
|
|
|
|
|
$
|
83,666
|
|
|
$
|
5,618,099
|
|
Officer, Sands China Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Reflects payment of bonuses to Messrs. Leven, Goldstein and
Arasi of $1,020,000, $243,750 and $421,111, respectively,
relating to 2010, which were paid in 2011. Reflects payment of
bonuses to Messrs. Leven, Goldstein and Jacobs of $202,740,
$62,500 and $433,333, respectively, relating to 2009, which were
paid in 2010. |
|
(2) |
|
The amounts in this column are the grant date fair values of
stock awards granted during the fiscal years ended
December 31, 2008, 2009 and 2010. In March 2008,
Mr. Adelson waived his rights to receive the restricted
stock grant relating to 2007 performance to which he was
entitled under his employment agreement. Assumptions used in the
calculation of these amounts are reflected in Note 15 to
the consolidated financial statements for the years ended
December 31, 2008, 2009 and 2010 included in the
Companys 2010 Annual Report on
Form 10-K. |
|
(3) |
|
The amounts in this column are the grant date fair values of
option awards granted during the fiscal years ended
December 31, 2008, 2009 and 2010. In March 2008,
Mr. Adelson waived his rights to receive the stock option
grants relating to 2008 performance to which he was entitled
under his employment agreement. Assumptions used in the
calculation of these amounts are reflected in Note 15 to
the consolidated financial statements for the years ended
December 31, 2008, 2009 and 2010 included in the
Companys 2010 Annual Report on
Form 10-K. |
|
(4) |
|
The amount in this column relating to 2010 performance reflects
(a) a base bonus payment to Mr. Adelson of $1,508,400
and (b) an annual supplemental bonus payment to
Mr. Adelson of $4,150,069, based upon the Companys
achievement of 123.3% and 103.5% of the predetermined
EBITDA-based performance targets for that year. The base bonus
payment relating to the fourth quarter of 2010 and the annual
bonus payment relating to 2010 performance were paid in February
2011. The amounts in this column relating to 2009 and 2010
performance reflect the bonus payments to Mr. Kay of
$230,000 and 1,100,000 that were paid in February 2010 and 2011,
respectively. |
29
|
|
|
(5) |
|
Amounts included in All Other Compensation for 2010
are detailed in the following table. |
All Other
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life and
|
|
|
|
|
|
|
|
|
|
|
|
|
Disability
|
|
|
Health Care
|
|
|
|
|
|
|
|
Named Executive Officer
|
|
Insurance
($)(i)
|
|
|
Insurance
($)(ii)
|
|
|
Other
($)(iii)(iv)
|
|
|
Total ($)
|
|
|
Sheldon G. Adelson
|
|
$
|
10,499
|
|
|
$
|
29,440
|
|
|
$
|
2,833,458
|
|
|
$
|
2,873,397
|
|
Michael A. Leven
|
|
$
|
16,193
|
|
|
$
|
10,309
|
|
|
$
|
104,126
|
|
|
$
|
130,628
|
|
Robert G. Goldstein
|
|
$
|
6,263
|
|
|
$
|
17,632
|
|
|
$
|
4,316
|
|
|
$
|
28,211
|
|
Kenneth J. Kay
|
|
$
|
6,197
|
|
|
$
|
24,061
|
|
|
|
|
|
|
$
|
30,258
|
|
Thomas Arasi
|
|
|
|
|
|
$
|
49
|
|
|
$
|
72,000
|
|
|
$
|
72,049
|
|
Steven C. Jacobs
|
|
|
|
|
|
|
|
|
|
$
|
128,903
|
|
|
$
|
128,903
|
|
|
|
|
(i) |
|
Amounts imputed as income in connection with our payments in
2010 of premiums on group term life insurance and short-term
disability insurance. A lower amount of group term life
insurance is generally available to all salaried employees.
Short-term disability insurance is also generally available to
all salaried employees. |
|
(ii) |
|
During 2010, the executive officers participated in a group
supplemental medical insurance program available only to certain
of our senior officers. The supplemental insurance coverage is
in excess of the coverage provided by our group medical plan.
The amounts in the table represent premiums, administration fees
and claims paid for 2010. |
|
(iii) |
|
The amount in the table for Mr. Adelson consists of
(a) the Companys cost of $2,539,346 to provide
security to Mr. Adelson and his immediate family,
(b) the annual reimbursement of professional fees of
$100,000 and (c) the costs of an automobile and driver
provided to Mr. Adelson of $194,112 for 2010 pursuant to
the terms of his employment agreement. The amount in the table
for Mr. Leven consists of compensation of $104,126 related
to Mr. Levens personal use of aircraft that is
imputed to Mr. Leven as compensation using the Internal
Revenue Service Standard Industry Fare Level tables. The amount
in the table for Mr. Goldstein consists of compensation
related to travel expenses for Mr. Goldsteins spouse
provided for under his 2010 employment agreement. The amount in
the table for Mr. Arasi consists of a housing allowance.
The amount in the table for Mr. Jacobs consists of
allowances for housing and home leave. |
|
|
|
(iv) |
|
Our executive officers, as well as certain other employees, are
entitled to use workout facilities at the Canyon Ranch Spa at
The Venetian Resort Hotel Casino and The Palazzo Resort Hotel
Casino and to receive dry cleaning services. The Company
provides certain of its executive officers with access to
corporate memberships at country clubs for business purposes.
The Company requires these executives to reimburse it in full
for personal use of these facilities. On certain occasions, an
executive officers spouse or other immediate family member
has accompanied the executive officer on flights on aircraft
that we own, lease or provide pursuant to interchange or time
sharing arrangements. The Company also permits its executive
officers to use Company personnel for home repairs during
business hours on a limited basis. The Company requires that
these executives reimburse it in full for these services. There
is no incremental cost to the Company for any of these benefits. |
|
|
|
(6) |
|
Mr. Leven joined the Company in March 2009. |
|
(7) |
|
Mr. Kay joined the Company in December 2008. |
|
(8) |
|
Mr. Arasi joined the Company in August 2009 and resigned,
effective April 30, 2011. |
|
(9) |
|
Mr. Jacobs joined the Company as a consultant in March 2009
and became an employee of the Macau operations in August 2009.
His employment was terminated on July 23, 2010. |
30
2010
Grants of Plan-Based Awards
The following table presents information on potential payment
opportunities in respect of 2010 performance under our Executive
Cash Incentive Plan for the named executive officers and equity
awards granted during 2010 under our 2004 Equity Award Plan or,
in the case of Mr. Jacobs, the Sands China Equity Award
Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Awards:
|
|
|
|
Grant Date
|
|
|
|
|
Estimated Future Payouts
|
|
Number of
|
|
Number of
|
|
Exercise or
|
|
Fair Value of
|
|
|
|
|
Under Non-Equity
|
|
Shares of
|
|
Securities
|
|
Base Price
|
|
Stock and
|
|
|
|
|
Incentive Plan
Awards(1)
|
|
Stock or
|
|
Underlying
|
|
of Option
|
|
Option
|
|
|
Grant
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Units(2)
|
|
Options
|
|
Awards
|
|
Awards(2)
|
Name
|
|
Date
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
($/Sh)
|
|
($)
|
|
Sheldon G. Adelson
|
|
|
2/23/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
151,076
|
|
|
$
|
16.09
|
|
|
$
|
1,825,000
|
|
Base bonus
|
|
|
|
|
|
|
|
|
|
$
|
1,508,400
|
|
|
$
|
1,508,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual bonus
|
|
|
|
|
|
|
|
|
|
$
|
2,257,560
|
|
|
$
|
4,515,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael A. Leven
|
|
|
1/1/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000,000
|
|
|
$
|
14.94
|
|
|
$
|
9,120,000
|
|
Annual bonus
|
|
|
|
|
|
|
|
|
|
$
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert G. Goldstein
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth J. Kay
|
|
|
2/23/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300,000
|
|
|
$
|
16.09
|
|
|
$
|
3,624,000
|
|
|
|
|
6/11/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88,000
|
|
|
$
|
25.72
|
|
|
$
|
1,705,440
|
|
Annual bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas Arasi
|
|
|
8/3/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
$
|
28.12
|
|
|
$
|
3,112,500
|
|
Annual bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
553,964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven C. Jacobs
|
|
|
5/11/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500,000
|
|
|
HK$
|
11.83
|
(3)
|
|
$
|
2,203,125
|
|
|
|
|
(1) |
|
The amounts shown in these columns for Mr. Adelson
represent a range of potential incentive payment opportunities
for 2010 based on certain specified annualized EBITDA
assumptions under his employment agreement and our Executive
Cash Incentive Plan. Threshold amounts are not included in the
table because, in accordance with his employment agreement,
Mr. Adelson is not entitled to receive a base bonus payment
unless the Company achieves the 2010 base bonus EBITDA
performance target. Mr. Adelson is not entitled to receive
an annual bonus payment unless the Company achieves at least 80%
of the 2010 annual bonus EBITDA performance target. Under their
employment agreements, Messrs. Leven, Goldstein, Kay and
Arasi are eligible to receive discretionary bonuses based on the
achievement of individual and company goals and objectives.
Mr. Leven is eligible to receive 50% of his annual base
salary, but not to exceed $1,000,000, unless the threshold
performance target, to the extent set by the Compensation
Committee, is met. Mr. Goldstein is eligible to receive
$250,000, Mr. Kay is eligible to receive 100% of his annual
base salary and Mr. Arasi is eligible to receive 50% of his
annual base salary. Mr. Jacobss employment was
terminated on July 23, 2010 and he did not receive a bonus
in respect of his 2010 performance. See the discussion below
under Employment Agreements, as
well as Compensation Discussion and Analysis
Elements of Executive Officer Compensation
Short-term Incentives for more information regarding bonus
incentive awards. |
|
(2) |
|
Calculated based on the aggregate grant date fair value computed
in accordance with accounting standards regarding share-based
payments. |
|
(3) |
|
The per share exercise price of Mr. Jacobss options
is for the purchase of Sands China Ltd. shares. |
Employment
Agreements
The executive employment agreements and other arrangements
provide for the payment of base salary, cash incentive bonuses
and equity incentive awards as described below.
Mr. Adelson. Mr. Adelsons
employment agreement provides for an annual base salary. He also
is eligible for target base bonus and annual supplemental bonus
payments and annual awards of options to purchase shares of
Common Stock and shares of restricted stock as described under
Compensation Discussion and Analysis
Employment Agreements.
31
Mr. Leven. Mr. Levens 2009
employment agreement provided for an annual base salary, a
target bonus and stock option grants, as described under
Compensation Discussion and Analysis
Employment Agreements. Mr. Levens 2011
employment agreement provides for an annual base salary and a
grant of shares of restricted stock. Under his 2011 employment
agreement, Mr. Leven is eligible to receive an annual bonus
with a target bonus of 100% of his base salary, or $3,000,000,
in respect of his 2011 performance, subject to the achievement
of performance targets to be established in accordance with the
Companys management incentive plan.
Mr. Goldstein. Mr. Goldsteins
2009 employment agreement provided for an annual base salary, a
maximum discretionary incentive bonus and a stock option grant,
as described under Compensation Discussion and
Analysis Employment Agreements.
Mr. Goldsteins 2011 employment agreement provides for
an annual base salary and a grant of shares of restricted stock.
Under his 2011 employment agreement, Mr. Goldstein is
eligible to receive a discretionary cash bonus of 100% of his
base salary, or $1,500,000, in respect of his 2011 performance,
subject to the achievement of performance targets to be
established in accordance with the Companys management
incentive plan.
Mr. Kay. Mr. Kays employment
agreement provides for an annual base salary and an annual cash
bonus, as described under Compensation Discussion and
Analysis Employment Agreements. Pursuant to
his employment agreement, Mr. Kay received a grant of
options to purchase 100,000 shares of our Common Stock on
January 1, 2009, which provided that options to purchase
5,000 shares, 12,500 shares, 21,666 shares,
28,333 shares, 20,833 shares and 11,668 shares
were to vest on the first, second, third, fourth, fifth and
sixth anniversaries of the date of grant, respectively.
Accordingly, options to purchase 5,000 shares vested on
January 1, 2010. In January 2010, the Company amended the
terms of Mr. Kays employment agreement and option
grant so that (a) an additional 20,000 options were deemed
retroactively vested as of January 1, 2010 resulting in a
cumulative total of 25,000 options being vested as of that date
and (b) the remaining 75,000 options vest in equal
installments of 25,000 options each on January 1, 2011,
2012 and 2013.
Mr. Arasi. Mr. Arasis
employment agreement provided for an annual base salary, an
annual bonus, with a bonus opportunity of 50% of his base salary
as determined in the Companys sole discretion and stock
option grants, as described under Compensation Discussion
and Analysis Employment Agreements. Pursuant
to his employment agreement, Mr. Arasi received a grant of
options to purchase 150,000 shares of our Common Stock on
August 3, 2009, 75,000 of which vested on August 3,
2010. The remaining 75,000 options were scheduled to vest on
August 3, 2011; however, the vesting of these options was
accelerated in connection with Mr. Arasis resignation
from the Company as further described under Potential
Payments Upon Termination or Change in Control.
Mr. Arasi also received a grant of options to purchase
150,000 shares of our Common Stock on August 3, 2010,
75,000 of which were scheduled to vest on each of August 3,
2011 and 2012. This grant of options will be forfeited upon
Mr. Arasis resignation from the Company.
Mr. Jacobs. Mr. Jacobss
employment was terminated on July 23, 2010. He did not
receive a bonus in respect of his 2010 performance.
For additional information about the employment agreements, see
Compensation Discussion and Analysis Elements
of Executive Officer Compensation Employment
Agreements and Potential Payments Upon
Termination or Change in Control.
32
Outstanding
Equity Awards at 2010 Fiscal Year-End
The following table sets forth information concerning stock
options and shares of restricted stock held by the named
executive officers at December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Number of
|
|
Market Value
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Shares or
|
|
of Shares or
|
|
|
Underlying
|
|
Underlying
|
|
Option
|
|
|
|
Units of Stock
|
|
Units of Stock
|
|
|
Unexercised
|
|
Unexercised
|
|
Exercise
|
|
Option
|
|
That Have
|
|
That Have
|
|
|
Options
|
|
Options
|
|
Price
|
|
Expiration
|
|
Not Vested
|
|
Not
Vested(14)
|
Name
|
|
(#) Exercisable
|
|
(#) Unexercisable
|
|
($)
|
|
Date
|
|
(#)
|
|
($)
|
|
Sheldon G. Adelson
|
|
|
91,832
|
|
|
|
|
|
|
$
|
29.00
|
|
|
12/14/2014
|
|
|
|
|
|
|
|
|
|
|
|
163,530
|
|
|
|
490,591
|
(1)
|
|
$
|
4.14
|
|
|
2/5/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
151,076
|
(2)
|
|
$
|
16.09
|
|
|
2/22/2020
|
|
|
3,965
|
(12)
|
|
$
|
182,192
|
|
Michael A. Leven
|
|
|
|
|
|
|
2,250,000
|
(3)
|
|
$
|
1.55
|
|
|
3/11/2014
|
|
|
|
|
|
|
|
|
|
|
|
250,000
|
|
|
|
750,000
|
(3)
|
|
$
|
14.94
|
|
|
3/11/2014
|
|
|
|
|
|
|
|
|
|
|
|
8,349
|
|
|
|
|
|
|
$
|
29.00
|
|
|
12/14/2014
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
4,000
|
(4)
|
|
$
|
115.39
|
|
|
12/16/2017
|
|
|
|
|
|
|
|
|
Robert G. Goldstein
|
|
|
62,620
|
|
|
|
|
|
|
$
|
29.00
|
|
|
12/14/2014
|
|
|
|
|
|
|
|
|
|
|
|
53,254
|
|
|
|
|
|
|
$
|
42.59
|
|
|
1/10/2016
|
|
|
|
|
|
|
|
|
|
|
|
23,241
|
|
|
|
7,747
|
(5)
|
|
$
|
86.61
|
|
|
3/29/2017
|
|
|
|
|
|
|
|
|
|
|
|
19,577
|
|
|
|
19,578
|
(6)
|
|
$
|
73.59
|
|
|
3/28/2018
|
|
|
|
|
|
|
|
|
|
|
|
112,007
|
|
|
|
336,021
|
(1)
|
|
$
|
4.14
|
|
|
2/5/2019
|
|
|
|
|
|
|
|
|
|
|
|
250,000
|
|
|
|
250,000
|
(5)
|
|
$
|
6.84
|
|
|
7/9/2019
|
|
|
4,372
|
(13)
|
|
$
|
200,893
|
|
Kenneth J. Kay
|
|
|
|
|
|
|
75,000
|
(1)
|
|
$
|
5.93
|
|
|
12/31/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000
|
(7)
|
|
$
|
7.73
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300,000
|
(8)
|
|
$
|
16.09
|
|
|
2/22/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88,000
|
(9)
|
|
$
|
25.72
|
|
|
6/10/2020
|
|
|
|
|
|
|
|
|
Thomas Arasi
|
|
|
|
|
|
|
75,000
|
(10)
|
|
$
|
10.06
|
|
|
8/2/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,000
|
(11)
|
|
$
|
28.12
|
|
|
8/2/2020
|
|
|
|
|
|
|
|
|
Steven C. Jacobs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The remaining unvested portion of this stock option grant vests
in three equal installments on January 1, 2011 (which has
vested), January 1, 2012 and January 1, 2013. |
|
(2) |
|
The stock option grant vests in four equal installments on
January 1, 2011 (which has vested), January 1, 2012,
January 1, 2013 and January 1, 2014. |
|
(3) |
|
The remaining unvested portion of this stock option grant vested
on March 11, 2011. |
|
(4) |
|
The remaining unvested portion of this stock option grant vests
in two equal installments on December 17, 2011 and
December 14, 2012. |
|
(5) |
|
The remaining unvested portion of this stock option grant vested
on January 1, 2011. |
|
(6) |
|
The remaining unvested portion of this stock option grant vests
in two equal installments on January 1, 2011 (which has
vested) and January 1, 2012. |
|
(7) |
|
The remaining unvested portion of this stock option grant vests
in three equal installments on June 18, 2011, June 18,
2012 and June 18, 2013. |
|
(8) |
|
The stock option grant vests in four equal installments on
February 23, 2011 (which has vested), February 23,
2012, February 23, 2013 and February 23, 2014. |
|
(9) |
|
The stock option grant vests in four equal installments on
June 11, 2011, June 11, 2012, June 11, 2013 and
June 11, 2014. |
|
(10) |
|
The remaining unvested portion of this stock option grant vests
on August 3, 2011, but the vesting was accelerated in
connection with Mr. Arasis resignation from the
Company in 2011. |
|
(11) |
|
The stock option grant vests in two equal installments on
August 3, 2011 and August 3, 2012, but will be
forfeited in connection with Mr. Arasis resignation
from the Company. |
33
|
|
|
(12) |
|
The remaining unvested portion of the restricted stock award
vests in two equal installments on January 1, 2011 (which
has vested) and January 1, 2012. |
|
(13) |
|
The remaining unvested portion of restricted stock awards as to
3,031 shares vested on January 1, 2011, with the
remaining unvested portion of restricted stock awards as to
1,341 shares vesting on January 1, 2012. |
|
(14) |
|
Market value is determined based on the closing price of our
Common Stock of $45.95 on December 31, 2010 as reported on
the NYSE and equals the closing price multiplied by the number
of shares underlying the grants. |
Option
Exercises and Stock Vested in 2010
The following table sets forth information concerning the
exercise of stock options and the vesting of restricted stock
awards by the named executive officers during 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of Shares
|
|
|
|
|
|
|
|
|
Acquired on
|
|
Value Realized on
|
|
Number of Shares
|
|
Value Realized
|
|
|
Exercise
|
|
Exercise
|
|
Acquired on Vesting
|
|
on
Vesting(1)
|
Name
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|
Sheldon G. Adelson
|
|
|
|
|
|
|
|
|
|
|
1,983
|
|
|
$
|
29,626
|
(1)
|
Michael A. Leven
|
|
|
750,000
|
|
|
|
28,683,210
|
|
|
|
|
|
|
|
|
|
Robert G. Goldstein
|
|
|
|
|
|
|
|
|
|
|
6,496
|
|
|
$
|
97,050
|
(1)
|
Kenneth J. Kay
|
|
|
50,000
|
|
|
|
2,183,580
|
|
|
|
|
|
|
|
|
|
Thomas Arasi
|
|
|
75,000
|
|
|
|
2,853,030
|
|
|
|
|
|
|
|
|
|
Steven C. Jacobs
|
|
|
268,750
|
|
|
|
4,001,097
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Market value on the vesting date of January 1, 2010 is
determined based on the closing price of our Common Stock of
$14.94 on December 31, 2009 (the last trading date before
the vesting date) as reported on the NYSE and equals the closing
price multiplied by the number of vested shares. |
34
Potential
Payments Upon Termination or Change in Control
Employment
Agreements
The employment agreements and other arrangements for the named
executive officers provide for payments and the continuation of
benefits upon certain terminations of employment or if there is
a change in control of the Company. All payments under the
executive employment agreements or other arrangements in
connection with a termination of employment are subject to the
applicable named executive officers agreement to release
the Company from all claims relating to his employment and the
termination of his employment. The applicable named executive
officer also may be subject to covenants restricting his ability
to compete with the Company or to hire Company employees for a
specified period following termination of employment.
Mr. Adelson
In the event of a termination of Mr. Adelsons
employment for cause (as defined below) or his voluntary
termination (other than for good reason (as defined below)), all
of his salary and benefits will immediately cease (subject to
any requirements of law).
In the event of a termination of Mr. Adelsons
employment by us without cause or a voluntary termination by
Mr. Adelson for good reason (as defined below) other than
during the two year period following a change in control (as
defined below), we will be obligated to pay or provide
Mr. Adelson with:
|
|
|
|
|
all accrued and unpaid base salary and bonus(es) through the
date of termination;
|
|
|
|
his salary and base bonus, if applicable, for the remainder of
the term of his employment agreement or, if he becomes employed
elsewhere, the difference, if any, between 50% of the salary and
bonus compensation earned in such other employment and the
salary and base bonus, if applicable, payable under his
employment agreement with us;
|
|
|
|
a pro rata annual bonus for the year of termination of
employment at the time the bonus would normally be paid;
|
|
|
|
full vesting of all unvested options and restricted stock
outstanding on the date of termination of employment; and
|
|
|
|
continued health and welfare benefits for the remainder of the
term of the employment agreement (or, if earlier, until he
receives health and welfare coverage from a subsequent employer).
|
In the event of a termination of Mr. Adelsons
employment by us without cause, a termination by
Mr. Adelson for good reason within the two-year period
following a change in control or Mr. Adelsons
voluntary termination at any time during the one-year period
following a change in control, we will be obligated to pay or
provide Mr. Adelson with:
|
|
|
|
|
all accrued and unpaid base salary and bonus(es) through the
date of termination;
|
|
|
|
a lump sum payment of two times his salary plus, if applicable,
his target base bonus and target annual supplemental bonus for
the year of termination;
|
|
|
|
full vesting of all unvested options and restricted stock awards
outstanding on the date of termination of employment;
|
|
|
|
a pro rata target base bonus and target annual supplemental
bonus for the year of termination of employment; and
|
|
|
|
continued health and welfare benefits for two years following
termination (or, if earlier, until Mr. Adelson receives
health and welfare coverage from a subsequent employer).
|
However, if the change in control does not satisfy the
definition of a change in the ownership or effective control of
a corporation or a change in the ownership of a substantial
portion of the assets of a corporation, pursuant to
Section 409A of the Code, then the payment of two times
salary plus base bonus will be paid ratably for the
35
remainder of the term of the employment agreement and the pro
rata annual bonus for the year of termination will be paid at
the same time annual bonuses would normally be paid to other
executive officers of the Company.
In the case of a termination of Mr. Adelsons
employment due to his death or disability (as defined in his
employment agreement), Mr. Adelson (or his estate) will be
entitled to receive:
|
|
|
|
|
all accrued and unpaid base salary and bonus(es) through the
date of termination;
|
|
|
|
continued payments of salary and, if applicable, base bonus,
less any applicable disability short term insurance payments,
for a period of twelve months following the date of termination
of employment;
|
|
|
|
accelerated vesting of options and restricted stock awards such
that all such options and awards that would have vested during
the twelve month period following the date of termination will
become vested as of the date of termination of
employment; and
|
|
|
|
a pro rata annual bonus payable at the time the bonus would
normally be paid.
|
If Mr. Adelson terminates his employment on or after the
last day of a fiscal year but before the actual grant date of
the restricted stock award for that fiscal year, he will be
granted a fully vested award for that fiscal year on the date
the award would have otherwise been made (and subject to the
applicable performance target being achieved) equal to the
number of shares he would have been awarded multiplied by the
following applicable percentage:
|
|
|
|
|
0% if the termination was for cause or a voluntary termination
(other than for good reason or retirement);
|
|
|
|
331/3%
if the termination was due to death or disability; and
|
|
|
|
100% if the termination is by us without cause or by the
executive for good reason or due to retirement.
|
All payments under Mr. Adelsons employment agreements
in connection with a termination of employment are subject to
Mr. Adelsons agreement to release the Company from
all claims relating to his employment and the termination of his
employment. In addition, Mr. Adelson is subject to
covenants restricting his ability to compete with the Company or
to hire Company employees for a specified period following
termination of his employment.
Definitions. The terms cause,
good reason and change in control are
defined in Mr. Adelsons employment agreement as
follows:
Mr. Adelson may be terminated by the Company for
cause if:
|
|
|
|
|
he is convicted of a felony, misappropriates any material funds
or material property of the Company, its subsidiaries or
affiliates, commits fraud or embezzlement with respect to the
Company, its subsidiaries or affiliates or commits any material
act of dishonesty relating to his employment by the Company
resulting in direct or indirect personal gain or enrichment at
the expense of the Company, its subsidiaries or affiliates;
|
|
|
|
he uses alcohol or drugs that render him materially unable to
perform the functions of his job or carry out his duties to the
Company and fails to correct his behavior following written
notice;
|
|
|
|
he materially breaches his employment agreement and fails to
correct the breach following written notice;
|
|
|
|
he commits any act or acts of serious and willful misconduct
(including disclosure of confidential information) that is
likely to cause a material adverse effect on the business of the
Company, its subsidiaries or affiliates; or
|
|
|
|
his gaming license is revoked or suspended by Nevada gaming
authorities and he fails to correct the situation following
written notice; provided, that in the event that the revocation
or suspension occurs without there having been any fault on his
part, the termination will be treated in the same manner as a
termination due to disability instead of for cause.
|
Mr. Adelson may terminate his employment with the Company
for good reason if:
|
|
|
|
|
the Company fails to maintain him as Chairman of the Board of
Directors and Chief Executive Officer, unless the Board
determines that these positions must be held by someone other
than Mr. Adelson due to applicable statutory, regulatory or
stock exchange requirements, or if this practice is common among
|
36
|
|
|
|
|
companies of similar size in similar industries to us, and the
Board determines that this practice constitutes best practices
of corporate governance;
|
|
|
|
|
|
the Company reduces his base salary;
|
|
|
|
subject to specified exceptions, the Company reduces his target
base bonus, target annual bonus or target incentive award
opportunity;
|
|
|
|
the Company fails to obtain stockholder approval for the bonus
and incentive awards by the earlier of the Companys 2008
annual meeting of stockholders or the date these awards cease to
be exempt from the deduction limitations of Section 162(m)
of the Internal Revenue Code of 1986, as amended; unless the
awards have been approved by the Performance Subcommittee of the
Compensation Committee;
|
|
|
|
there is a material change in his duties and responsibilities
that would cause his position to have less dignity, importance
or scope than intended at the time of the agreement, except for
changes resulting from a transaction in which the Company
becomes a subsidiary of another company, so long as his duties
and responsibilities are not materially changed as they relate
solely to the Company; or
|
|
|
|
the Company materially breaches the employment agreement.
|
A change in control occurs upon:
|
|
|
|
|
the acquisition by any individual, entity or group of beneficial
ownership of 50% or more (on a fully diluted basis) of either
the then outstanding shares of the Companys Common Stock
or the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors; provided, however, that the following
acquisitions shall not constitute a change in control:
(I) any acquisition by the Company or any affiliate (as
defined), (II) any acquisition by any employee benefit plan
sponsored or maintained by the Company or any affiliate,
(III) any acquisition by Mr. Adelson or any related
party (as defined) or any group of which Mr. Adelson or a
related party is a member, (IV) certain reorganizations,
recapitalizations, mergers, consolidations, statutory share
exchanges or similar forms of corporate transaction that do not
result in a change of ultimate control of more than 50% of the
total voting power of the resulting entity or the change in a
majority of the board of directors, or (V) in respect of an
executive officer, any acquisition by the executive officer or
any group of persons including the executive officer (or any
entity controlled by the executive officer or any group of
persons including the executive officer);
|
|
|
|
the incumbent members of the board of directors on the date that
the agreement was approved by the incumbent directors or
directors elected by stockholder vote (other than directors
elected as the result of an actual or threatened election
contest) cease for any reason to constitute at least a majority
of the board;
|
|
|
|
the Companys dissolution or liquidation;
|
|
|
|
the sale, transfer or other disposition of all or substantially
all of the Companys business or assets other than any
sale, transfer or disposition to Mr. Adelson or one of his
related parties; or
|
|
|
|
the consummation of certain reorganizations, recapitalizations,
mergers, consolidations, statutory share exchanges or similar
forms of corporate transaction unless, immediately following any
such business combination there is no change of ultimate control
of more than 50% of the total voting power of the resulting
entity or the change in a majority of the board of directors.
|
Mr. Leven
In the event that Mr. Levens employment is terminated
by the Company (other than for cause as defined in his 2009 and
2011 employment agreements and below) or by reason of his death
or disability or if Mr. Leven terminates his employment for
good reason (as defined in his 2009 and 2011 employment
agreements and below), then he will be entitled to receive:
(a) under his 2009 employment agreement:
|
|
|
|
|
his accrued and unpaid base salary and bonus(es) through the
date of termination;
|
37
|
|
|
|
|
a lump sum cash payment of 50% of the base salary he would have
received had he remained employed through the remainder of the
term of his agreement plus $500,000; and
|
|
|
|
continued participation in the health and welfare benefit plans
of the Company during the remainder of the term of his agreement
(or, if earlier, until he receives health and welfare coverage
with a subsequent employer); and
|
(b) under his 2011 employment agreement:
|
|
|
|
|
his accrued and unpaid base salary and bonus(es) through the
date of termination;
|
|
|
|
a lump sum cash payment of 50% of the base salary he would have
received had he remained employed through the remainder of the
term of his agreement; and
|
|
|
|
continued participation in the health and welfare benefit plans
of the Company during the remainder of the term of his agreement
(or, if earlier, until he receives health and welfare coverage
with a subsequent employer).
|
In addition, if (a) Mr. Levens employment is
terminated prior to the expiration of the term of his agreement
because the Company discharges him (other than for cause),
(b) he terminates his employment for good reason (as
defined in the agreement and below), (c) his employment is
terminated due to his death or disability, (d) his
employment terminates by reason of expiration of the term of the
agreement, or (e) there is a change in control of the
Company (as defined in Mr. Levens 2009 and 2011
employment agreements and below), then:
(a) under his 2009 employment agreement, each stock option
to purchase shares of our Common Stock provided for in his 2009
employment agreement will immediately become fully vested and
exercisable and remain outstanding through its originally
scheduled expiration date; and
(b) under his 2011 employment agreement, the restricted
shares of Common stock provided for in his 2011 employment
agreement will immediately become fully vested and the
restrictions on the restricted shares shall lapse.
Definitions. The terms cause,
good reason and change in control are
defined in Mr. Levens 2009 and 2011 employment
agreements as follows:
Mr. Leven may be terminated by the Company for
cause if the Board, at a duly noticed meeting, has
determined that one or more of the following events has occurred:
|
|
|
|
|
he is convicted of a felony, misappropriation of any material
funds or material property of the Company or any of its
affiliates, commits fraud or embezzlement with respect to the
Company or any of its affiliates or commits any material act of
dishonesty relating to his employment by the Company resulting
in direct or indirect personal gain or enrichment at the expense
of the Company or any of its affiliates;
|
|
|
|
he uses alcohol or drugs in a manner that renders him materially
unable to perform the functions of his job or carry out his
duties to the Company and fails to correct his behavior
following written notice;
|
|
|
|
he materially breaches his employment agreement and the breach
is likely to cause a material adverse effect on the business of
the Company or any of its affiliates and fails to correct the
breach following written notice; or
|
|
|
|
he commits any act or acts of serious and bad faith willful
misconduct (including disclosure of confidential information)
that is likely to cause a material adverse effect on the
business of the Company or any of its affiliates.
|
Mr. Leven may terminate his employment with the Company for
good reason if:
|
|
|
|
|
the Company materially breaches his employment agreement;
|
|
|
|
the Company reduces his base salary;
|
|
|
|
the Company reduces his target bonus;
|
38
|
|
|
|
|
there is a material change in his duties and responsibilities
that would cause his position to have less dignity, importance
or scope than intended on the date of the employment agreement;
|
|
|
|
a change in control (as defined in the employment agreement for
Mr. Adelson described above); or
|
|
|
|
Sheldon G. Adelson is not serving as the Companys Chief
Executive Officer and Chairman of the Board (unless
Mr. Adelsons spouse is serving in such capacities).
|
Mr. Goldstein
In the event that Mr. Goldsteins employment is
terminated by the Company for cause (as defined in his 2009 and
2011 employment agreements and below), then pursuant to his 2009
and 2011 employment agreements, Mr. Goldstein will be
entitled to receive:
|
|
|
|
|
base salary through the date of termination of employment;
|
|
|
|
reimbursement for expenses incurred, but not paid prior to such
termination of employment, subject to the receipt of supporting
information by the Company; and
|
|
|
|
such other compensation and benefits as may be provided in
applicable plans and programs of the Company, according to the
terms and conditions of such plans and programs.
|
In the event that Mr. Goldsteins employment is
terminated by the Company without cause (and other than due to
death or disability), then pursuant to his 2009 and 2011
employment agreements, Mr. Goldstein will be entitled to
receive:
|
|
|
|
|
continuation of his base salary for 12 months following
termination of employment (or, if shorter, the remainder of the
initial term of his employment agreement);
|
|
|
|
reimbursement for expenses incurred, but not paid prior to such
termination of employment, subject to the receipt of supporting
information by the Company; and
|
|
|
|
such other compensation and benefits as may be provided in
applicable plans and programs of the Company, according to the
terms and conditions of such plans and programs.
|
In the event that Mr. Goldstein terminates his employment
with the Company due to a change in control (as defined in the
employment agreement for Mr. Adelson described above), then
pursuant to his 2009 and 2011 employment agreements he will be
entitled to receive:
|
|
|
|
|
all accrued and unpaid base salary and previously earned
bonus(es) through the date of termination;
|
|
|
|
a lump sum payment of two (2) times his base salary;
|
|
|
|
accelerated vesting of all equity awards (including awards of
stock options and shares of restricted stock outstanding as of
the date Mr. Goldstein entered into his 2009 employment
agreement and, with respect to his 2011 employment agreement,
the award of restricted shares of the Companys Common
Stock under the 2011 employment agreement) so that all such
awards are fully vested as of the date of termination; and
|
|
|
|
continued participation in the health and welfare benefit plans
of the Company and employer contributions to non-qualified
retirement plans and deferred compensation plans, if any, for
two years following the date of termination.
|
In the event that Mr. Goldstein voluntarily terminates his
employment with the Company, he shall be entitled to receive:
|
|
|
|
|
base salary through the date of termination of employment;
|
|
|
|
reimbursement for expenses incurred, but not paid prior to such
termination of employment, subject to the receipt of supporting
information by the Company; and
|
|
|
|
such other compensation and benefits as may be provided in
applicable plans and programs of the Company, according to the
terms and conditions of such plans and programs.
|
39
In the event Mr. Goldsteins employment with the
Company is terminated due to his death or disability, then
pursuant to his 2009 and 2011 employment agreements,
Mr. Goldstein or his estate, as the case may be, shall be
entitled to receive:
|
|
|
|
|
continuation of his base salary for 12 months following
termination of employment (or, if shorter, the remainder of the
initial term of his 2011 employment agreement), less any short
term disability insurance proceeds he receives during such
period in the event termination of his employment is due to his
disability;
|
|
|
|
reimbursement for expenses incurred, but not paid prior to such
termination of employment, subject to the receipt of supporting
information by the Company; and
|
|
|
|
such other compensation and benefits as may be provided in
applicable plans and programs of the Company, according to the
terms and conditions of such plans and programs.
|
Mr. Goldsteins 2009 employment agreement provided that in
the event his employment with the Company was terminated due to
his death or disability, Mr. Goldstein or his estate, as the
case may be, would be entitled to receive accelerated vesting of
all equity awards under his 2004 and 2009 employment agreements
such that the portion of each such award that would have vested
during the twelve month period following the date of termination
had he remained employed during that period would be immediately
vested as of the date of termination. Mr. Goldsteins
2011 employment agreement provides that in the event that
Mr. Goldsteins employment terminates due to his death
or disability during the 2012 calendar year, he or his estate,
as the case may be, shall be entitled to receive accelerated
vesting of a portion of the restricted shares of Common Stock
granted to him under his 2011 employment agreement such that the
pro-rata portion of such award that would have vested through
the date of termination (calculated on a straight line basis
based on the number of days in the 2012 calendar year prior to
the date of termination) shall be immediately vested as of the
date of termination;
Mr. Goldsteins 2009 employment agreement also
provided that in the event that Mr. Goldstein voluntarily
terminated his employment with the Company due to Sheldon G.
Adelson not serving as Chief Executive Officer of the Company
and Chairman of the Board, he would be entitled to receive:
|
|
|
|
|
base salary through the date of termination of employment;
|
|
|
|
reimbursement for expenses incurred, but not paid prior to such
termination of employment, subject to the receipt of supporting
information by the Company; and
|
|
|
|
such other compensation and benefits as may be provided in
applicable plans and programs of the Company, according to the
terms and conditions of such plans and programs.
|
In addition, if Mr. Goldstein remains continuously employed
with the Company through December 31, 2011, then upon
termination of his employment with the Company at or following
that date, Mr. Goldstein shall be entitled to receive
accelerated vesting of all of his awards of stock options and
restricted stock that were outstanding as of July 10, 2009.
Definitions. The term cause is defined
in Mr. Goldsteins 2009 and 2011 employment agreements
as follows:
Mr. Goldstein may be terminated by the Company for
cause if the Board, at a duly noticed meeting, has
determined that one or more of the following events has occurred:
|
|
|
|
|
he is convicted of a felony or misappropriates any material
funds or material property of the Company, its subsidiaries or
affiliates;
|
|
|
|
he commits fraud or embezzlement with respect to the Company,
its subsidiaries or affiliates;
|
|
|
|
he commits any material act of dishonesty relating to his
employment by the Company resulting in direct or indirect
personal gain or enrichment at the expense of the Company, its
subsidiaries or affiliates;
|
|
|
|
he uses alcohol or drugs that render him materially unable to
perform the functions of his job or to carry out his duties to
the Company and he fails to correct the situation following
written notice;
|
40
|
|
|
|
|
he commits a material breach of his employment agreement and he
fails to correct the situation following written notice;
|
|
|
|
he commits any act or acts of serious and willful misconduct
(including disclosure of confidential information) that is
likely to cause a material adverse effect on the business of the
Company, its subsidiaries or affiliates; or
|
|
|
|
his gaming license is withdrawn with prejudice, denied, revoked
or suspended by the Nevada gaming authorities and he fails to
correct the situation following written notice.
|
Mr. Kay
In the event of a termination of Mr. Kays employment
for cause (as defined in his employment agreement and below) or
a voluntary termination by Mr. Kay (other than for good
reason (as defined in his employment agreement and below)), all
salary and benefits will immediately cease (subject to any
requirements of law).
In the event of a termination of Mr. Kays employment
by the Company without cause or a voluntary termination by
Mr. Kay for good reason, the Company will be obligated to
pay or provide Mr. Kay with:
|
|
|
|
|
continued payment of his salary for twelve months following the
date of termination, subject to reduction if Mr. Kay
becomes employed elsewhere; provided that if Mr. Kay
terminates his employment for good reason upon a change of
control (as defined in the agreement), Mr. Kay shall be
entitled to his base salary for twelve months, which amount
shall not be subject to any reduction as a result of his
employment elsewhere;
|
|
|
|
a pro-rated share of his annual bonus that he would have earned
during the year in which the agreement is terminated; and
|
|
|
|
|
|
continued health and welfare benefits for Mr. Kay, his
spouse and his dependents for twelve months following the date
of termination, including for a termination by Mr. Kay for
good reason upon a change of control.
|
In the case of a termination of Mr. Kays employment
due to his death or disability (as defined in his employment
agreement), he will be entitled to receive the following:
|
|
|
|
|
continued payments of his base salary for a period of twelve
months following the date of termination of his employment as a
result of such death or disability;
|
|
|
|
continued vesting of stock option awards such that all such
stock options that would have vested during the twelve month
period following the date of termination as a result of such
death or disability will continue to vest as if he had remained
employed by the Company during the twelve month period following
the date of such termination; and
|
|
|
|
continued health and welfare benefits for Mr. Kay, his
spouse and his dependents for the twelve months following the
date of termination of his employment as a result of such death
or disability.
|
Definitions. The terms cause,
good reason and change in control are
defined in Mr. Kays employment agreement as follows:
Mr. Kay may be terminated by the Company for
cause if:
|
|
|
|
|
he is convicted of a felony, misappropriates any material funds
or material property of the Company or any of its affiliates,
commits fraud or embezzlement with respect to the Company or any
of its affiliates or commits any material act of dishonesty
relating to his employment by the Company resulting in direct or
indirect personal gain or enrichment at the expense of the
Company or any of its affiliates;
|
|
|
|
he uses alcohol or drugs that render him materially unable to
perform the functions of his job or carry out his duties to the
Company and fails to correct his behavior following written
notice;
|
|
|
|
he materially breaches his employment agreement and fails to
correct the breach following written notice;
|
|
|
|
he commits any act or acts of serious and willful misconduct
(including disclosure of confidential information) that is
likely to cause a material adverse effect on the business of the
Company or any of its affiliates; or
|
41
|
|
|
|
|
his gaming license is withdrawn with prejudice, denied, revoked
or suspended by Nevada gaming authorities and he fails to
correct the situation following written notice.
|
Mr. Kay may terminate his employment with the Company for
good reason if:
|
|
|
|
|
the Company materially breaches his employment agreement;
|
|
|
|
the Company reduces his base salary;
|
|
|
|
there is a material change in his duties and responsibilities
that would cause his position to have less dignity, importance
or scope than intended at the time of the agreement, except for
changes resulting from a transaction in which the Company
becomes a subsidiary of another company, so long as
Mr. Kays duties and responsibilities are not
materially changed as they relate solely to the Company; or
|
|
|
|
Mr. Kay discovers or the Company announces a change
of control.
|
Under Mr. Kays employment agreement, a change
of control occurs if Sheldon G. Adelson and the estate
planning trusts of Sheldon G. Adelson identified at the
effective date of Mr. Kays employment agreement in
the most recent filing with the Securities and Exchange
Commission (the SEC) (including any
amendments, revisions, conversions, substitutions or otherwise
of such trusts) control less than 50% of the voting equity of
the Company; provided that a change of control
ceases to constitute good reason unless Mr. Kay
gives notice to the Company that he is terminating his
employment with the Company due to the change of
control within 30 days after the first filing is made
with the SEC by which the fact of such change of
control could be determined. For purpose of the preceding
sentence, Mr. Kay shall be considered to have determined
the existence of a change of control on the date of
the SEC filing if the filing announces a transaction that has
occurred or on the date that a prospective transaction closes.
Mr. Arasi
In the event of a termination of Mr. Arasis
employment for cause (as defined in his employment agreement and
below) or a voluntary termination by Mr. Arasi (other than
for good reason (as defined in his employment agreement and
below)), he shall be entitled to:
|
|
|
|
|
base salary through the date of termination of employment;
|
|
|
|
reimbursement for previously unreimbursed expenses incurred in
the course of and for the purposes of his employment; and
|
|
|
|
such rights to other compensation and benefits as may be
provided in applicable agreements, plans and programs of the
Company.
|
In the event of a termination of Mr. Arasis
employment by the Company without cause or a voluntary
termination by Mr. Arasi for good reason, the Company will
be obligated to pay or provide Mr. Arasi with:
|
|
|
|
|
payment of a lump sum equal to his base salary for three months;
|
|
|
|
a pro-rated share of his annual bonus provided, among other
things, the bonus has previously been approved by the Company
and he worked for more than six months in the year in which the
agreement is terminated;
|
|
|
|
accelerated vesting of the percentage of his options scheduled
to vest during the twelve month period in which termination of
his employment occurs;
|
|
|
|
continued health plan coverage for himself and his eligible
dependents, at the same cost and on the same terms as is
provided to actively employed executive officers for the earlier
to occur of 18 months after termination of employment or
until Mr. Arasi obtains health plan coverage from another
employer;
|
|
|
|
tax preparation services for in respect of all Singapore and
U.S. federal and state tax and tax-related returns and
forms related to the years of employment and through the year of
termination of employment;
|
|
|
|
tax protection to the extent necessary to put Mr. Arasi in
the same after-tax position as if all remuneration, benefits and
expense reimbursements paid by or on behalf of the Company were
solely subject to U.S. taxes and not Singapore taxes
through the year of termination of employment;
|
42
|
|
|
|
|
reimbursement for previously unreimbursed expenses incurred in
the course of and for the purposes of his employment; and
|
|
|
|
such rights to other compensation and benefits as may be
provided in applicable agreements, plans and programs of the
Company.
|
In the case of a termination of Mr. Arasis employment
due to his disability (as defined in his employment agreement),
he will be entitled to receive the following:
|
|
|
|
|
payment of a lump sum equal to his base salary for three months;
|
|
|
|
a pro-rated share of his annual bonus provided, among other
things, the bonus has previously been approved by the Company
and he worked for more than six months in the year in which the
agreement is terminated;
|
|
|
|
accelerated vesting of the percentage of his options scheduled
to vest during the twelve month period in which termination of
his employment occurs;
|
|
|
|
continued health plan coverage for himself and his eligible
dependents, at the same cost and on the same terms as is
provided to actively employed executive officers for the earlier
to occur of 12 months after termination of employment or
until Mr. Arasi obtains health plan coverage from another
employer;
|
|
|
|
tax preparation services for in respect of all Singapore and
U.S. federal and state tax and tax-related returns and
forms related to the years of employment and through the year of
termination of employment;
|
|
|
|
tax protection to the extent necessary to put Mr. Arasi in
the same after-tax position as if all remuneration, benefits and
expense reimbursements paid by or on behalf of the Company were
solely subject to U.S. taxes and not Singapore taxes
through the year of termination of employment;
|
|
|
|
reimbursement for previously unreimbursed expenses incurred in
the course of and for the purposes of his employment; and
|
|
|
|
such rights to other compensation and benefits as may be
provided in applicable agreements, plans and programs of the
Company.
|
Definitions. The terms cause,
good reason and material breach are
defined in Mr. Arasis employment agreement as follows:
Cause means:
|
|
|
|
|
conviction, or a guilty plea of any criminal offense (other than
of a traffic offense) whether in Singapore or elsewhere
involving dishonesty on the part of Mr. Arasi;
|
|
|
|
misappropriation of any material funds or property of the
Company, commission of fraud or embezzlement with respect to the
Company, or any material act of dishonesty relating to
Mr. Arasis employment by the Company resulting or
intended to result in direct or indirect personal gain or
enrichment at the expense of the Company;
|
|
|
|
use of alcohol or drugs that renders Mr. Arasi unable to
perform the functions of his job or carry out his duties;
|
|
|
|
the failure to obtain, or loss, revocation or suspension,
regardless of cause, of any license or certification of
Mr. Arasis necessary for him to discharge his duties
on behalf of the Company and Mr. Arasi fails to correct the
situation, if possible, within the timeframe prescribed by any
applicable casino regulatory authority including the Singapore
Gaming Authority;
|
|
|
|
a decree of a court of competent jurisdiction that
Mr. Arasi is not mentally competent or is unable to handle
his own affairs;
|
|
|
|
Mr. Arasis death; or
|
43
|
|
|
|
|
the giving of written notice by the Company to Mr. Arasi of
his material breach (as defined in his employment agreement) of
his employment agreement, which material breach, if curable,
remains uncured for ten days after the giving of such notice.
|
Good Reason means:
|
|
|
|
|
the Company materially breaches his employment agreement;
|
|
|
|
the Company reduces his base salary;
|
|
|
|
a required relocation of his employment away from Singapore
without his consent;
|
|
|
|
there is a material change in the duties and responsibilities of
his office as would cause his position to have less dignity,
importance or scope than intended at the time of the agreement;
|
provided, however, that Good Reason shall not be
deemed to occur solely as a result of a transaction in which the
Company becomes a subsidiary of another company, so long as
Mr. Arasis duties and responsibilities of office are
not materially changed as they relate solely to the Company and,
provided further, that Mr. Arasi may not terminate
employment for Good Reason, unless (i) he gives written
notice to the Company that Good Reason has occurred, which
notice includes a reasonably detailed description of the alleged
grounds for termination, and that he has elected to resign, and
(ii) the Company has not cured such act or omission prior
to the expiration of the 30 day period after delivery of
such notice, in which case, his employment shall terminate
30 days after delivery of such notice.
Material Breach means an act or omission of
Mr. Arasis not otherwise specified in the definition
of Cause set forth above, which is
(i) dishonest and relates to Mr. Arasis
employment by the Company resulting in direct or indirect
personal gain or enrichment at the expense of the Company or any
of its affiliates; (ii) likely to cause a material adverse
effect on the business of the Company or any of its affiliates;
or (iii) serious and bad faith willful misconduct
(including disclosure of confidential information) that is
likely to cause a material adverse effect on the business of the
Company or any of its affiliates.
Mr. Jacobs
In the event of a termination of Mr. Jacobss
employment for cause, all salary and benefits will immediately
cease (subject to any requirements of law).
Mr. Jacobss employment was terminated for cause on
July 23, 2010. He did not receive any payments relating to
his termination.
2004
Equity Award Plan
In the event of a change in control (as defined above in the
definition of change in control in the employment agreements for
Messrs. Adelson, Goldstein and Leven and in the 2004 Equity
Award Plan), if our Compensation Committee so determines:
|
|
|
|
|
all outstanding options and equity (other than performance
compensation awards) issued under the 2004 Equity Award Plan
shall fully vest; and
|
|
|
|
outstanding awards may be cancelled and the value of the awards
paid to the participants in connection with a change in control.
|
In addition, performance compensation awards shall vest based on
the level of attainment of the performance goals as determined
by the Compensation Committee.
44
Potential
Payments/Benefits Upon Termination of Employment for
2010
The table below sets forth information about the potential
payments and benefits our executive officers who were employed
by the Company on December 31, 2010 may receive under
their employment agreements upon the termination of their
employment with the Company. The amounts shown in the table
below are estimates of the payments that each executive officer
would receive in certain instances assuming a hypothetical
employment termination date of December 31, 2010. The
amounts actually payable will be determined only upon the
termination of employment of each executive officer, taking into
account the facts and circumstances surrounding the executive
officers termination of employment.
The information in the table assumes that:
|
|
|
|
|
amounts included as bonus payments for 2011 performance are
target amounts based on the achievement of performance goals;
|
|
|
|
the executive officer did not become employed by a subsequent
employer; and
|
|
|
|
equity awards vest fully upon a change in control, if provided
in the applicable employment agreement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acceleration of
|
|
|
|
|
|
|
|
|
|
|
Restricted
|
|
Acceleration
|
|
Continued
|
|
|
Name*
|
|
Cash Payments
|
|
Stock(1)
|
|
of
Options(2)
|
|
Health Benefits
|
|
Total
|
|
Sheldon G. Adelson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-Without Cause/For Good Reason
|
|
$
|
7,027,208
|
|
|
$
|
2,007,192
|
|
|
$
|
25,022,729
|
|
|
$
|
10,000
|
|
|
$
|
34,067,129
|
|
-Change in Control
|
|
$
|
13,297,880
|
|
|
$
|
2,007,192
|
|
|
$
|
25,022,729
|
|
|
$
|
20,000
|
|
|
$
|
40,347,801
|
|
-Death/Disability
|
|
$
|
7,135,905
|
|
|
$
|
699,437
|
|
|
$
|
7,964,982
|
|
|
|
|
|
|
$
|
15,800,324
|
|
Michael A. Leven
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-Without Cause/For Good Reason
|
|
$
|
708,333
|
|
|
|
|
|
|
$
|
123,157,500
|
|
|
$
|
2,100
|
|
|
$
|
123,867,933
|
|
-Change in Control
|
|
$
|
708,333
|
|
|
|
|
|
|
$
|
123,157,500
|
|
|
$
|
2,100
|
|
|
$
|
123,867,933
|
|
-Death/Disability
|
|
$
|
708,333
|
|
|
|
|
|
|
$
|
123,157,500
|
|
|
$
|
2,100
|
|
|
$
|
123,867,933
|
|
Robert G. Goldstein
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-Without Cause/For Good Reason
|
|
$
|
1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,500,000
|
|
-Change in Control
|
|
$
|
3,000,000
|
|
|
$
|
200,939
|
|
|
$
|
23,826,538
|
|
|
$
|
20,000
|
|
|
$
|
27,047,477
|
|
-Death/Disability
|
|
$
|
1,500,000
|
|
|
$
|
139,305
|
|
|
$
|
14,460,513
|
|
|
|
|
|
|
$
|
16,099,818
|
|
Kenneth J. Kay
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-Without Cause/For Good Reason
|
|
$
|
2,200,000
|
|
|
|
|
|
|
|
|
|
|
$
|
10,000
|
|
|
$
|
2,210,000
|
|
-Change in Control
|
|
$
|
2,200,000
|
|
|
|
|
|
|
|
|
|
|
$
|
10,000
|
|
|
$
|
2,210,000
|
|
-Death/Disability
|
|
$
|
1,100,000
|
|
|
|
|
|
|
$
|
4,640,560
|
|
|
$
|
10,000
|
|
|
$
|
5,750,560
|
|
Thomas
Arasi(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-Without Cause/For Good Reason
|
|
$
|
717,361
|
|
|
|
|
|
|
$
|
4,029,000
|
|
|
$
|
15,000
|
|
|
$
|
4,761,361
|
|
-Change in Control
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-Death/Disability
|
|
$
|
717,361
|
|
|
|
|
|
|
$
|
4,029,000
|
|
|
$
|
10,000
|
|
|
$
|
4,756,361
|
|
|
|
|
* |
|
Mr. Jacobss employment was terminated for cause on
July 23, 2010. He did not receive any payments relating to
his termination. |
|
(1) |
|
Reflects (a) the grants of restricted stock for 2010 that
are earned and vest pursuant to the applicable employment
agreement, and (b) the value of accelerated vesting of
restricted stock, based on the closing price of our Common Stock
on December 31, 2010 (the last trading day of 2010) of
$45.95 per share. Of the amounts shown in the table, restricted
stock with a value of $91,104 for Mr. Adelson and $139,305
for Mr. Goldstein vested during the period from
January 1, 2011 through the date of this proxy statement
and, accordingly, will not be accelerated in the event of a
termination of employment for either of these executive officers. |
|
(2) |
|
Reflects the value of accelerated vesting of options equal to
the excess of (a) the closing price of our Common Stock on
December 31, 2010 (the last trading day of 2010) of
$45.95 per share over (b) the applicable exercise price of
the options. Of the amounts shown in the table, options with a
value of $7,694,982 for Mr. Adelson, $123,157,500 for
Mr. Leven, $14,460,513 for Mr. Goldstein and
$3,240,000 for Mr. Kay vested during the period from
January 1, 2011 through the date of this proxy statement
and, accordingly, will not be accelerated in the event of a
termination of employment for any of these executive officers. |
45
|
|
|
(3) |
|
Mr. Arasi resigned effective April 30, 2011. In
connection with his resignation, Mr. Arasi received
(a) his annual bonus in respect of his 2010 performance of
$421,111, (b) accelerated vesting of options to purchase
75,000 shares of Common Stock granted on August 3,
2009, (c) continued health plan coverage for Mr. Arasi
and his eligible dependents, at the same cost and on the same
terms as is provided to actively employed executive officers,
until the earlier of 18 months after the termination of
employment or until Mr. Arasi obtains health plan coverage
from another employer, (d) payment of relocation expenses,
(e) tax preparation benefits with respect to the tax years
ending on December 31, 2010 and December 31, 2011,
(f) tax protection benefits pursuant to his employment
agreement, (g) reimbursement for previously unreimbursed
expenses incurred in the course of and for the purposes of his
employment, and (h) such rights to other compensation and
benefits as may be provided in applicable agreements, plans and
programs of the Company. |
46
DIRECTOR
COMPENSATION
Since our initial public offering in 2004, each non-employee
director has received an annual cash retainer of $50,000 and an
annual grant of restricted stock equal in value to $50,000. The
restricted stock is subject to a one year forfeiture period and
may not be sold until the director retires from the Board
(except to the extent necessary to cover taxes incurred as a
result of the vesting of the restricted stock). In 2010,
Messrs. Ader, Chafetz, Forman, Koo, Schwartz and Siegel
each received 2,005 shares of restricted stock. In
addition, each non-employee director receives a one time grant
of options upon becoming a non-employee director with an
aggregate value of $100,000 on the date of grant (based on the
Black-Scholes option valuation model). The stock options vest in
five equal installments on each of the first five anniversaries
of the date of grant. Both the restricted stock grants and the
options are granted to the directors pursuant to our 2004 Equity
Award Plan.
We pay non-employee directors $1,500 for each meeting of the
Board that they attended ($750 for telephonic meetings). We pay
non-employee directors who are members of the Audit Committee or
the Compensation Committee $1,000 for each committee meeting
that they attended ($500 for telephonic meetings). During 2010,
we paid an annual retainer of $20,000 to the chairperson of the
Audit Committee and an annual retainer of $5,000 to the
chairperson of the Compensation Committee.
Effective April 1, 2011, each non-employee director will
receive an annual cash retainer of $75,000 and an annual grant
of restricted stock equal in value to $75,000. The Chairman of
the Audit Committee will receive an annual retainer of $50,000
and each member of the Audit Committee will receive an annual
retainer of $15,000. The Chairman of the Compensation Committee
will receive an annual retainer of $15,000 and each member of
the Compensation Committee will receive an annual retainer of
$5,000.
Non-employee directors may defer cash compensation payments into
a deferred compensation plan. None of these payments have been
deferred to date. Non-employee directors are also reimbursed for
expenses incurred in connection with their service as directors,
including travel expenses for meeting attendance.
Beginning in 2006, the Compensation Committee retained HVS
Executive Search for advice on compensation-related matters,
including a review of director compensation. HVS Executive
Search provided advice on director compensation during 2011. The
Compensation Committee may, in its discretion, seek the advice
of our chief executive officer or any of our other executive
officers, in determining or recommending the amount or form of
compensation for our outside directors.
47
2010 Director
Compensation Table
The following table describes the compensation arrangements with
our non-employee directors for 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or Paid
|
|
|
|
|
|
|
|
|
in Cash
|
|
Stock
Awards(1)
|
|
Option
Awards(2)
|
|
Total
|
Name
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Jason N. Ader
|
|
$
|
55,250
|
|
|
$
|
50,000
|
|
|
$
|
302,000
|
|
|
$
|
407,250
|
|
Irwin Chafetz
|
|
$
|
54,750
|
|
|
$
|
50,000
|
|
|
$
|
302,000
|
|
|
$
|
406,750
|
|
Wing T.
Chao(3)
|
|
$
|
10,467
|
|
|
|
|
|
|
|
|
|
|
$
|
10,467
|
|
Charles D. Forman
|
|
$
|
58,500
|
|
|
$
|
50,000
|
|
|
$
|
302,000
|
|
|
$
|
410,500
|
|
George P. Koo
|
|
$
|
53,500
|
|
|
$
|
50,000
|
|
|
$
|
302,000
|
|
|
$
|
405,500
|
|
Jeffrey H.
Schwartz(4)
|
|
$
|
53,250
|
|
|
$
|
50,000
|
|
|
$
|
302,000
|
|
|
$
|
405,250
|
|
Irwin A.
Siegel(4)
|
|
$
|
76,250
|
|
|
$
|
50,000
|
|
|
$
|
302,000
|
|
|
$
|
428,250
|
|
|
|
|
(1) |
|
The amounts in this column are the grant date fair values of
stock awards granted during the fiscal year ended
December 31, 2010 as determined in accordance with
accounting standards regarding share-based payments. Assumptions
used in the calculation of these amounts are reflected in
Note 15 to the consolidated financial statements for the
year ended December 31, 2010 included in the Companys
2010 Annual Report on
Form 10-K.
The restricted stock vests on the first anniversary of the date
of grant, if the director is still serving on the Board on the
vesting date. As of December 31, 2010, Messrs. Ader,
Chafetz, Forman, Koo, Schwartz and Siegel each held 2,005
unvested shares of restricted stock that will vest on
June 3, 2011. |
|
(2) |
|
The amounts in this column are the grant date fair values of
option awards granted during the fiscal year ended
December 31, 2010 as determined in accordance with
accounting standards regarding share-based payments. Assumptions
used in the calculation of these amounts are reflected in
Note 15 to the consolidated financial statements for the
year ended December 31, 2010 included in the Companys
2010 Annual Report on
Form 10-K.
During the year ended December 31, 2010, Messrs. Ader,
Chafetz, Forman, Koo, Schwartz and Siegel each received options
to purchase 25,000 shares of our Common Stock with a per
share grant date value of $12.08 and an exercise price per share
of $16.09. As of December 31, 2010, Messrs. Ader,
Chafetz, Forman, Koo, Schwartz and Siegel held options to
acquire 57,051, 39,970, 43,349, 28,696, 107,644 and
40,100 shares of our Common Stock, respectively, of which
25,000 options held by each of them vest in four equal
installments on each of the first four anniversaries of the
February 23, 2010 date of grant. The remaining 32,051
options held by Mr. Ader, 14,970 options held by
Mr. Chafetz, 18,349 options held by Mr. Forman, 3,696
options held by Dr. Koo, 82,644 options held by
Mr. Schwartz and 15,100 options held by Mr. Siegel
vest (or have vested) in five equal installments on each of the
first five anniversaries of the respective dates of grant. |
|
(3) |
|
Mr. Chao was elected to the Board on July 27, 2010 and
resigned from the Board on November 3, 2010. |
|
(4) |
|
The amounts in the table exclude fees paid by Sands China Ltd.
to Messrs. Schwartz and Siegel in connection with their
service as members of the Board of Directors of Sands China Ltd. |
48
EQUITY
COMPENSATION PLAN INFORMATION
The following table shows certain information with respect to
our 2004 Equity Award Plan as of December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
Number of Securities
|
|
|
Securities to be
|
|
|
|
Remaining Available for
|
|
|
Issued Upon
|
|
Weighted-Average
|
|
Future Issuance Under
|
|
|
Exercise of
|
|
Exercise Price of
|
|
Equity Compensation
|
|
|
Outstanding
|
|
Outstanding
|
|
Plans (Excluding
|
|
|
Options, Warrants
|
|
Options, Warrants
|
|
Securities Reflected in
|
Plan Category
|
|
and Rights
|
|
and Rights ($)
|
|
Column (a)
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
Equity compensation plans approved by security
holders(1)
|
|
|
15,623,628
|
|
|
$
|
33.67
|
|
|
|
7,676,411
|
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
15,623,628
|
|
|
$
|
33.67
|
|
|
|
7,676,411
|
|
|
|
|
(1) |
|
Our 2004 Equity Award Plan was approved by our stockholders
prior to our initial public offering. The performance-based
provisions of our 2004 Equity Award Plan were reapproved by our
stockholders at our 2008 annual meeting of stockholders. |
49
AUDIT
COMMITTEE REPORT
The Audit Committee of the Board consists of Irwin A. Siegel
(Chair), Jason N. Ader and Jeffrey H. Schwartz. The Board has
determined that Messrs. Siegel, Ader and Schwartz meet the
current independence and experience requirements of the
NYSEs listing standards. In addition, the Board has
determined that each of the members of the Audit Committee are
financially literate and Mr. Siegel qualifies as the audit
committee financial expert.
The Audit Committees responsibilities are described in a
written charter adopted by the Board. The Audit Committee is
responsible for providing independent, objective oversight of
the Companys financial reporting system. Among its various
activities, the Audit Committee reviews:
|
|
|
|
1.
|
The adequacy of the Companys internal controls and
financial reporting process and the reliability of the
Companys financial statements;
|
|
|
2.
|
The independence and performance of the Companys
independent registered public accounting firm and internal
auditors; and
|
|
|
3.
|
The Companys compliance with legal and regulatory
requirements.
|
The Audit Committee meets regularly in open sessions with the
Companys management, independent registered public
accounting firm and internal auditors to consider the adequacy
of the Companys internal controls and the objectivity of
its financial reporting. In addition, the Audit Committee meets
regularly in closed sessions with the Companys management,
independent registered public accounting firm and internal
auditors to review the foregoing matters. The Audit Committee
selects the Companys independent registered public
accounting firm, and periodically reviews their performance and
independence from management.
The Audit Committee reviewed and discussed the audited financial
statements with management and PricewaterhouseCoopers LLP, and
management represented to the Audit Committee that the
Companys consolidated financial statements were prepared
in accordance with accounting principles generally accepted in
the United States of America. The discussions with
PricewaterhouseCoopers LLP also included the matters required to
be discussed by the Statement on Auditing Standards No. 61
(Communication with Audit Committees), as amended, as adopted by
the Public Company Accounting Oversight Board. The Audit
Committee has received the written disclosures and the letter
from PricewaterhouseCoopers LLP required by applicable
requirements of the Public Company Accounting Oversight Board
regarding the independent accountants communications with
the Audit Committee concerning independence, and has discussed
with PricewaterhouseCoopers LLP its independence.
Based on the Audit Committees review of the audited
financial statements and the review and discussions described in
the foregoing paragraphs, the Audit Committee recommended to the
Board that the audited financial statements for the fiscal year
ended December 31, 2010 be included in the Companys
Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010 for filing with
the Securities and Exchange Commission.
Pursuant to its charter, the Audit Committee performs an annual
self-assessment. For 2010, the Audit Committee concluded that,
in all material respects, it had fulfilled its responsibilities
and satisfied the requirements of its charter and applicable
laws and regulations.
Respectfully submitted,
Irwin A. Siegel, Chairman
Jason N. Ader
Jeffrey H. Schwartz
The foregoing report of the Audit Committee does not
constitute soliciting material and should not be deemed filed or
incorporated by reference into any other Company filing under
the Securities Act or the Exchange Act, except to the extent the
Company specifically incorporates such report by reference
therein.
50
FEES PAID
TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The following table sets forth fees paid or payable to our
independent registered public accounting firm in 2009 and 2010
for audit and non-audit services as well as the percentage of
these services approved by our Audit Committee:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Services
|
|
|
|
|
|
|
Approved by Audit
|
|
|
2009
|
|
2010
|
|
Committee
|
|
Audit Fees
|
|
$
|
5,710,014
|
|
|
$
|
4,703,068
|
|
|
|
100
|
%
|
Audit Related Fees
|
|
$
|
1,411,101
|
|
|
$
|
486,285
|
|
|
|
100
|
%
|
Tax Fees
|
|
$
|
1,279,001
|
|
|
$
|
551,153
|
|
|
|
100
|
%
|
All Other Fees
|
|
$
|
23,526
|
|
|
$
|
160,757
|
|
|
|
100
|
%
|
The category of Audit Fees includes fees for our
annual audit and quarterly reviews, as well as additional audit
related accounting consultations, required statutory audits of
certain of the Companys subsidiaries and work related to
the 2009 and 2010 equity and debt securities offerings.
The category of Audit Related Fees includes
accounting related consultations, services related to pension
and benefit plans, due diligence services related to
contemplated investments and acquisitions and other special
services and reports.
The category of Tax Fees includes tax consultation
and planning fees and tax compliance services.
The category of All Other Fees principally includes
fees for a human capital benchmarking study, license fees for an
accounting literature research database, identity theft/privacy
enablement services and advisory services related to global cash
management.
Pre-Approval
Policies and Procedures
Our Audit Committee Charter contains our policies related to
pre-approval of services provided by the independent registered
public accounting firm. The Audit Committee, or one of its
members if such authority is delegated by the Audit Committee,
has the sole authority to review in advance, and grant any
appropriate pre-approvals, of (a) all auditing services
provided by the independent registered public accounting firm
and (b) all non-audit services to be provided by the
independent registered public accounting firm as permitted by
Section 10A of the Securities Act and, in connection
therewith, to approve all fees and other terms of engagement.
The Audit Committee has adopted the following guidelines
regarding the engagement of the Companys independent
registered public accounting firm to perform services for the
Company. For audit services related to the audit of the
consolidated financial statements of the Company, the
independent registered public accounting firm will provide the
Audit Committee with an engagement letter each year prior to or
contemporaneously with commencement of the audit services
outlining the scope of the audit services proposed to be
performed during the fiscal year. If the services are agreed to
by the Audit Committee, the engagement letter will be formally
accepted. The Audit Committee also approves statutory audit
services for our foreign subsidiaries. For tax services, the
independent registered public accounting firm will provide the
Audit Committee with a separate scope of the tax services
proposed to be performed during the fiscal year. If the terms of
the tax services are agreed to by the Audit Committee, the tax
engagement letters will be formally accepted. All other
non-audit services will require pre-approval from the Board on a
case-by-case
basis.
If the pre-approval authority is delegated to a member, the
pre-approval must be presented to the Audit Committee at its
next scheduled meeting.
51
CERTAIN
TRANSACTIONS
Set forth below is a description of certain transactions with
our executive officers and directors. Under its charter, the
Audit Committee approves all related-party transactions required
to be disclosed in our public filings and all transactions
involving executive officers or directors of the Company that
are required to be approved by the Audit Committee under the
Companys Code of Business Conduct and Ethics. For more
information about our policies with respect to transactions with
related parties, see Corporate Governance
Related Party Transactions.
Administrative
Services Agreement
Pursuant to an administrative services agreement among Las Vegas
Sands, Inc. (now known as Las Vegas Sands, LLC), certain of its
subsidiaries and Interface Operations, LLC, an entity that is
controlled by Mr. Adelson, our Chairman and Chief Executive
Officer, and his wife, Dr. Miriam Adelson and that is
otherwise unaffiliated with us (Interface
Operations), the parties have agreed to share ratably
in the costs of, and under certain circumstances provide to one
another, shared services, including legal services, accounting
services, insurance administration, benefits administration,
travel services and such other services as each party may
request of the other. In addition, under this administrative
services agreement, the parties have agreed to share ratably the
costs of any shared office space.
Registration
Rights Agreement
Messrs. Adelson, Forman and Goldstein and certain other
stockholders and employees, former employees and certain trusts
that they established have entered into a registration rights
agreement with us relating to the shares of Common Stock they
hold. Subject to several exceptions, including our right to
defer a demand registration under certain circumstances,
Mr. Adelson and the trusts he established may require that
we register for public resale under the Securities Act all
shares of Common Stock they request be registered at any time,
subject to certain conditions. Mr. Adelson and the trusts
may demand registrations so long as the securities being
registered in each registration statement are reasonably
expected to produce aggregate proceeds of $20 million or
more. Since we became eligible to register the sale of our
securities on
Form S-3
under the Securities Act, Mr. Adelson and the trusts have
the right to require us to register the sale of the Common Stock
held by them on
Form S-3,
subject to offering size and other restrictions.
The other stockholders that are party to this agreement were
granted piggyback registration rights on any registration for
the account of Mr. Adelson or the trusts that he
established, subject to cutbacks if the registration requested
by the Adelson entities is in the form of a firm commitment
underwritten offering and if the underwriters of the offering
determine that the number of securities to be offered would
jeopardize the success of the offering.
In addition, the stockholders and employees that are party to
this agreement and the trusts have been granted piggyback rights
on any registration for our account or the account of another
stockholder, subject to cutbacks if the underwriters in an
underwritten offering determine that the number of securities
offered in a piggyback registration would jeopardize the success
of the offering.
On November 14, 2008, the Company entered into a second
amended and restated registration rights agreement with
Dr. Adelson and certain other stockholders in connection
with (i) Dr. Adelsons purchase of shares of the
Companys 10% Series A Cumulative Perpetual Preferred
Stock and warrants to purchase an aggregate of up to
87,500,175 shares of Common Stock and (ii) the
conversion of convertible notes held by Dr. Adelson into
86,363,636 shares of Common Stock. Dr. Adelson was
granted the same registration rights with respect to the
Series A Preferred Stock, the warrants and the Common Stock
issuable upon exercise of the warrants and the conversion of the
convertible notes as the registration rights previously granted
under the registration rights agreement described above.
52
Transactions
Relating to Aircraft
Aviation
and Related Personnel
Sands Aviation, LLC (Sands Aviation and
formerly known as Interface Employee Leasing, LLC), a
wholly owned subsidiary of the Company, is engaged primarily in
the business of providing aviation personnel, including pilots,
aircraft mechanics and flight attendants, and administrative
personnel, to the Company and to Interface Operations. Sands
Aviation charges a fee to each of the Company and Interface
Operations for their respective use of these personnel. The fees
charged by Sands Aviation are based upon its actual costs of
employing or retaining these personnel, which are then allocated
between the Company and Interface Operations. The method of
allocating these costs varies depending upon the nature of the
service provided. For example, pilot services are allocated
based upon the actual time spent operating aircraft for the
Company and for Interface Operations, respectively. The services
of Sands Aviations aircraft mechanics are allocated based
on the number and manufacturer of aircraft serviced and
administrative personnel are allocated based upon the number of
aircraft maintained by the Company and Interface Operations,
respectively. In addition, hangar lease costs are allocated
based upon the number and type of aircraft maintained by the
Company and Interface Operations, respectively. During 2010,
Sands Aviation charged Interface Operations approximately
$9.2 million for its use of Sands Aviations aviation
and related personnel and other overhead costs.
Time
Sharing Agreements
The Company and its subsidiaries use aircraft owned by companies
controlled by Mr. Adelson for business purposes, including
flying customers to our properties. The Company believes that
its use of these aircraft provides the Company with a
significant competitive advantage in attracting customers to the
Companys properties and that similar aircraft with
comparable amenities are not generally available for charter.
The Company believes that the amounts paid to companies
controlled by Mr. Adelson for the use of the aircraft are
less than the Company would be required to pay to a third party
provider, if comparable aircraft were available, and also
believes that the amounts paid pursuant to the agreements
relating to the use of the aircraft described below do not
provide for profits or a return on investment to the companies
controlled by Mr. Adelson.
On November 6, 2009, the Company entered into several
aircraft time sharing agreements and aircraft cost sharing
agreements with Interface Operations that were effective as of
January 1, 2009. Under the agreements, the party using an
aircraft pays fees of up to (i) twice the cost of the fuel,
oil and other additives used, (ii) all fees, including fees
for landing, parking, hangar, tie-down, handling, customs, use
of airways and permission for overflight, (iii) all
expenses for catering and in-flight entertainment materials,
(iv) all expenses for flight planning and weather contract
services, (v) all travel expenses for pilots, flight
attendants and other flight support personnel, including food,
lodging and ground transportation, and (vi) all
communications charges, including in-flight telephone. The
agreements and the amounts paid under each agreement are as
follows:
|
|
|
|
|
an aircraft cost sharing agreement providing for Interface
Operations use on a time sharing basis of two Boeing 737
aircraft owned by the Company, pursuant to which the Company
charged Interface Operations approximately $0.1 million in
respect of Interface Operations 2010 use of Company
aircraft;
|
|
|
|
an aircraft time sharing agreement providing for Interface
Operations use on a time sharing basis of three Gulfstream
G-IV aircraft and one Gulfstream G-V aircraft owned by the
Company, pursuant to which the Company charged Interface
Operations approximately $0.1 million in respect of
Interface Operations 2010 use of Company aircraft;
|
|
|
|
an aircraft time sharing agreement providing for the
Companys use on a time sharing basis of a Boeing Business
Jet, a Gulfstream G-III aircraft and a Gulfstream G-IV aircraft
owned by Interface Operations pursuant to which Interface
Operations charged the Company approximately $2.3 million
in respect of the Companys 2010 use of Interface
Operations aircraft; and
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an aircraft cost sharing agreement providing for the
Companys use on a time sharing basis of a Boeing 767
aircraft owned by Interface Operations pursuant to which
Interface Operations charged the Company approximately
$0.9 million in respect of the Companys 2010 use of
Interface Operations aircraft.
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53
In addition, on November 6, 2009, the Company entered into
an aircraft cost allocation agreement with Interface Operations
Bermuda, LTD (Interface Bermuda), a company
controlled by Mr. Adelson, that was effective as of
January 1, 2009. Under the terms of the agreement, the
Company is entitled to the use, on a time sharing basis, of two
Boeing 747 Aircraft provided by Interface Bermuda. Under the
agreement, the Company has agreed to pay Interface Bermuda fees
of up to (i) a pro rata share of all fixed costs, such as
hangar, insurance, pilot salaries and training, maintenance,
subscription services, support personnel and other similar items
(exclusive of tax depreciation), (ii) actual costs of fuel,
oil and other additives used, (iii) all fees, including
fees for landing, parking, hangar, tie-down, handling, customs,
use of airways and permission for overflight, (iv) all
expenses for catering and in-flight entertainment materials,
(v) all expenses for flight planning and weather contract
services, (vi) all travel expenses for pilots, flight
attendants and other flight support personnel, including food,
lodging and ground transportation, and (vii) all
communications charges, including in-flight telephone. Interface
Bermuda charged the Company approximately $13.0 million in
respect of the Companys 2010 use of Interface
Bermudas aircraft.
Purchase
of Restaurant
During 2003, Las Vegas Sands, Inc. purchased the lease interest
and assets of Carnevale Coffee Bar LLC, which operated a coffee
bar in The Venetian, for $3.1 million, of which $625,000
was payable during 2003 and $250,000 is payable annually over
ten years, beginning in September 2003. Half of the purchase
price is payable to a family trust of Mr. Adelsons
that owned a 50% interest in Carnevale Coffee Bar LLC.
10%
Series A Cumulative Perpetual Preferred Stock
On November 14, 2008, the Company sold to Dr. Miriam
Adelson, the wife of Mr. Adelson, our principal
stockholder, Chairman and Chief Executive Officer, units
consisting of 5,250,000 shares of the Companys 10%
Series A Cumulative Perpetual Preferred Stock and warrants
to purchase an aggregate of up to 87,500,175 shares of
Common Stock at an exercise price of $6.00 per share, on
substantially the same terms as those offered to the public in a
simultaneous public offering. The aggregate purchase price paid
by Dr. Adelson was $525.0 million. During 2010, the
Company paid Dr. Adelson quarterly dividend payments on the
preferred stock in the aggregate amount of $52.5 million.
Other
Transactions with Mr. Adelson and His Family
We have employed Dr. Miriam Adelson, the wife of
Mr. Adelson, our Chairman and Chief Executive Officer, as
the Director of Community Involvement since August 1990 where,
in conjunction with our Government Relations Department, she
oversees and facilitates our partnerships with key community
groups and other charitable organizations. We paid her
approximately $53,000 during 2010.
During 2010, we employed one of Mr. Adelsons
stepdaughters as the special assistant to the Companys
Chairman and Chief Executive Officer and one of
Mr. Adelsons
son-in-laws
as the Vice President of Corporate Strategy. They were paid
approximately $51,000 and $286,000, respectively, for their work
performed during 2010.
During 2010, we leased office space at The Venetian to Interface
Operations, a company controlled by Mr. Adelson. Interface
Operations, paid the Company approximately $61,000 in rent
related to 2010. In addition, Interface Operations purchased
approximately $21,000 of banquet room, catering, lodging and
other goods and services from our properties in the ordinary
course during 2010.
Mr. Adelson and his family purchased approximately
$0.8 million of banquet room, catering, lodging and other
goods and services from our properties in the ordinary course
during 2010.
Property
and Casualty Insurance
With the exception of aviation related coverages, the Company
and entities controlled by Mr. Adelson which are not
subsidiaries of the Company (the Stockholder Controlled
Entities) purchase property and casualty insurance
separately. The Company and the Stockholder Controlled Entities
bid for and purchase aviation related coverages together. The
Company and the Stockholder Controlled Entities are separately
invoiced for, and pay for, aviation related insurance and
allocate the aviation insurance costs not related to particular
aircraft among themselves in accordance with the other
allocations of aviation costs discussed above.
54
PROPOSAL NO. 1
ELECTION
OF DIRECTORS
One of the purposes of the meeting is to elect three
Class I directors. The three nominees are Charles D.
Forman, George P. Koo and Irwin A. Siegel.
In the event any of the nominees should be unavailable to serve
as a Director, which is not presently anticipated, it is the
intention of the persons named in the proxies to select and cast
their votes for the election of such other person or persons as
the Board of Directors may designate.
Nominee
Information
Charles D. Forman. Mr. Forman has been a
director of the Company since August 2004. He has been a
director of Las Vegas Sands, LLC since March 2004.
Mr. Forman served as Chairman and Chief Executive Officer
of Centric Events Group, LLC, a trade show and conference
business from April 2002 until his retirement upon the sale of
the business in 2007. From 2000 to 2002, he served as a director
of a private company and participated in various private equity
investments. From 1995 to 2000, he held various positions with
subsidiaries of Softbank Corporation. During 2000, he was
Executive Vice President of International Operations of
Key3Media, Inc. From 1998 to 2000, he was Chief Legal Officer of
ZD Events Inc., a tradeshow business that included COMDEX, which
was the largest tradeshow in the United States in the 1990s.
From 1995 to 1998, Mr. Forman was Executive Vice President,
Chief Financial and Legal Officer of Softbank Comdex Inc. From
1989 to 1995, Mr. Forman was Vice President and General
Counsel of The Interface Group, a tradeshow and convention
business that owned and operated COMDEX. Mr. Forman was in
private law practice from 1972 to 1988. Mr. Forman is a
member of the Board of Trustees of The Dana-Farber Cancer
Institute and an Overseer of Beth Israel Deaconess Medical
Center.
George P. Koo. Group of Deloitte &
Touche LLP. From April 1999 until April 2008, Dr. Koo was
the Director of the Chinese Services Group of
Deloitte & Touche LLP. He is a member of Committee of
100, a national organization of prominent Chinese Americans, the
Pacific Council for International Policy and the Beijing-based
Overseas Friendship Association and a director of New America
Media, a non-profit organization.
Irwin A. Siegel. Mr. Siegel has been a
director of the Company since February 2005. He was a director
of Las Vegas Sands, Inc. from February 2005 until July 2005.
Mr. Siegel is a certified public accountant and was a
partner (specializing in the hospitality industry) in the
international accounting and consulting firm of
Deloitte & Touche LLP from 1973 to 2003, when he
retired. From 1996 through 1999 Mr. Siegel served as the
CEO of the Deloitte operations in the former Soviet Union.
Mr. Siegel has been working as a business consultant since
2003. Mr. Siegel has served on the boards of directors of
many charitable and civic organizations and is a past president
of the Weinstein Hospice in Atlanta. Mr. Siegel also serves
on the Board of Directors of the Companys subsidiary,
Sands China Ltd.
The Board of Directors recommends a vote FOR the election of
the nominees listed above.
55
PROPOSAL NO. 2
RATIFICATION
OF SELECTION OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors of the Company is
scheduled to meet prior to the stockholders meeting to
select, subject to ratification by the stockholders, the
independent registered public accounting firm to audit the
consolidated financial statements of the Company during the year
ending December 31, 2011. It is anticipated the Audit
Committee will select the firm of PricewaterhouseCoopers LLP.
A representative of PricewaterhouseCoopers LLP will be present
at the stockholders meeting with the opportunity to make a
statement if he or she desires to do so and to respond to
appropriate questions.
The Board of Directors recommends a vote FOR the ratification
of the appointment of PricewaterhouseCoopers LLP as the
Companys independent public accountants
for the year ending December 31, 2011.
56
PROPOSAL NO. 3
AN
ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
As required by the Dodd-Frank Act, our stockholders are being
provided with an advisory (non-binding) vote on executive
compensation. Although the vote is advisory and is not binding
on the Board of Directors, the Compensation Committee will take
into account the outcome of the vote when considering future
executive compensation decisions. We refer to this non-binding
advisory vote as the
say-on-pay
vote.
The
say-on-pay
vote is required for the first annual meeting at which directors
are being elected on or after January 21, 2011, and then
must be offered to our stockholders at least once every three
calendar years thereafter.
The Board of Directors is committed to corporate governance best
practices and recognizes the significant interest of
stockholders in executive compensation matters. As discussed in
the Compensation Discussion and Analysis, the Board believes
that our current executive compensation program directly links
executive compensation to our performance and aligns the
interests of our executive officers with those of our
stockholders. In addition, our philosophy places more emphasis
on variable elements of compensation (such as annual cash
bonuses and equity-based compensation) than fixed remuneration.
For example, a significant portion of our executive compensation
is based on the Companys achievement of predetermined
performance-based financial targets. Our executives also receive
equity incentive awards to better link their compensation to the
Companys performance.
Our stockholders have the opportunity to vote for, against or
abstain from voting on the following resolution:
Resolved, that the stockholders approve the
compensation of the named executive officers, as disclosed
pursuant to the compensation disclosure rules of the SEC (which
disclosure shall include the Compensation Discussion and
Analysis, the compensation tables, and any related material
disclosed in this proxy statement).
The above referenced disclosures appear at pages 18-46 of
this proxy statement.
The Board of Directors recommends a vote FOR
approval of the compensation of the named executive officers as
disclosed pursuant to the compensation disclosure rules of the
SEC (which disclosure shall include the Compensation Discussion
and Analysis, the compensation tables, and any related material
disclosed in this proxy statement).
57
PROPOSAL NO. 4
AN
ADVISORY (NON-BINDING) VOTE ON HOW FREQUENTLY STOCKHOLDERS
SHOULD VOTE TO APPROVE COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS
As required by the Dodd-Frank Act, our stockholders are being
provided with an advisory (non-binding) vote on how frequently
our stockholders should have an advisory (non-binding) vote on
the compensation of our executive officers. Although the vote is
advisory and is not binding on the Board of Directors, the
Compensation Committee will take into account the outcome of the
vote when considering how frequently to hold
say-on-pay
votes. We refer to this non-binding advisory vote as the
say-on-frequency
vote. You may choose from the following alternatives: every
year, every two years, every three years or you may abstain.
The
say-on-frequency
vote is required for the first annual meeting at which directors
are being elected on or after January 21, 2011, and then
must be offered to our stockholders at least once every six
calendar years thereafter.
The Board of Directors believes that having an annual
say-on-pay
vote to approve the compensation of our executive officers in
satisfaction of U.S. disclosure rules is appropriate.
Moreover, the Board of Directors believes that more frequent
say-on-pay
votes will permit the Board of Directors to receive current
feedback on a timely basis from our stockholders regarding our
compensation program for our executive officers, which will
enable us to implement more quickly any modifications that the
Board of Directors determine to be appropriate.
The Board of Directors recommends that you vote in favor of
holding a non-binding advisory vote every year to approve the
compensation of our executive officers as disclosed pursuant to
the compensation disclosure rules of the SEC.
58
TIMEFRAME
FOR STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL
MEETING
Proposals by stockholders intended to be presented at the 2012
annual meeting of stockholders, to be considered for inclusion
in our proxy statement for that annual meeting, must be
personally delivered or mailed to our principal executive
offices, as required by our Amended and Restated By-Laws, no
earlier than February 11, 2012 and no later than
March 12, 2012, to the attention of the Corporate Secretary
as follows: Corporate Secretary, Las Vegas Sands Corp., 3355 Las
Vegas Boulevard South, Las Vegas, Nevada 89109.
With respect to any proposal by a stockholder not seeking to
have its proposal included in the proxy statement but seeking to
have its proposal considered at the 2012 annual meeting, if that
stockholder fails to notify us of its proposal in the manner set
forth above by March 12, 2012, then the persons appointed
as proxies may exercise their discretionary voting authority if
the proposal is considered at the 2012 annual meeting,
notwithstanding that stockholders have not been advised of the
proposal in the proxy statement for the 2012 annual meeting. Any
stockholder proposals must comply in all respects with
Rule 14a-8
of Regulation 14A and other applicable rules and
regulations of the SEC.
OTHER
INFORMATION
The Company will bear all costs in connection with the
solicitation of proxies. The Company intends to reimburse
brokerage houses, custodians, nominees and others for their
out-of-pocket
expenses and reasonable clerical expenses related thereto.
Officers, directors and regular employees of the Company and its
subsidiaries may request the return of proxies by telephone,
telegraph or in person, for which no additional compensation
will be paid to them.
Important Notice Regarding the Availability of Proxy
Materials for the Stockholder Meeting to Be Held on
June 10, 2011: Our Proxy Statement and Annual Report to
Stockholders for the year ended December 31, 2010 are
available on our website at
http://investor.lasvegassands.com/proxy.cfm.
59
APPENDIX A
LAS VEGAS
SANDS CORP. AUDIT COMMITTEE CHARTER
The primary purpose of the Audit Committee is to assist the
Board of Directors (the Board) of Las Vegas Sands
Corp. (the Company) in fulfilling its oversight
responsibilities with respect to (a) the accounting and
financial reporting processes of the Company, including the
integrity of the financial statements and other financial
information provided by the Company to its stockholders, the
public, any stock exchange and others, (b) the
Companys compliance with legal and regulatory
requirements, (c) the independent registered public
accounting firms qualifications and independence,
(d) the audit of the Companys financial statements,
(e) the performance of the Companys internal audit
function and independent registered public accounting firm and
(f) such other matters as shall be mandated under
applicable laws, rules and regulations as well as listing
standards of the New York Stock Exchange (Applicable
Requirements).
Although the Audit Committee has the powers and responsibilities
set forth in this Charter, the role of the Audit Committee is
oversight. The members of the Audit Committee are not full-time
employees of the Company and may or may not be accountants or
auditors by profession or experts in the fields of accounting or
auditing and, in any event, do not serve in such capacity.
Consequently, it is not the duty of the Audit Committee to
conduct audits or to determine that the Companys financial
statements and disclosures are complete and accurate and are in
accordance with generally accepted accounting principles and
Applicable Requirements. These are the responsibilities of
management and the independent registered public accounting firm.
Nothing contained in this charter is intended to alter or impair
the operation of the business judgment rule as
interpreted by the courts under the Nevada General Corporation
Law. Further, nothing contained in this charter is intended to
alter or impair the right of the members of the Committee under
the Nevada General Corporation Law to rely, in discharging their
responsibilities, on the records of the Company and on other
information presented to the Committee, Board or the Company by
its officers or employees or by outside experts.
The Audit Committee shall consist of three or more directors,
each of whom shall satisfy the independence, financial literacy,
experience and expertise requirements of Section 10A of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder (the Exchange
Act), and the New York Stock Exchange and any other
regulatory requirements. If a member of the Audit Committee
ceases to be independent in accordance with the above referenced
independence requirements, for reasons outside the members
reasonable control, that person, with notice by the Company to
the New York Stock Exchange, may remain an Audit Committee
member until the earlier of, the next annual shareholders
meeting of the Company or one year from the occurrence of the
event that caused the member to be no longer independent. The
Companys board shall appoint at least one member of the
Audit Committee who shall have accounting or related financial
management expertise, as the Companys board determines in
its business judgment.
The members of the Audit Committee shall be appointed by the
Board. Members of the Audit Committee may be removed at any time
by action of the Board. The Audit Committees chairperson
shall be designated by the Board or, if it does not do so, the
members of the Audit Committee shall elect a chairperson by a
vote of the majority of the full Audit Committee. No Audit
Committee member shall serve on the audit committees of more
than three public companies without the determination by the
Board that such simultaneous service does not impair the ability
of such member to effectively serve on the Companys Audit
Committee.
The Audit Committee shall meet at least four times per year on a
quarterly basis, or more frequently as circumstances require. As
part of its job to foster open communication, the Audit
Committee shall meet at least quarterly with management, the
chief internal auditor and the independent registered public
accounting firm in separate executive sessions to discuss any
matters that the Audit Committee or each of these groups believe
should
A-1
be discussed privately. Meetings may be held telephonically to
the extent permitted by the Companys organizational
documents and applicable Nevada law.
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IV.
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Authority
and Responsibilities
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In recognition of the fact that the independent registered
public accounting firm is ultimately accountable to the Board of
Directors and the Audit Committee, the Audit Committee shall
(a) have the sole authority and responsibility to select,
evaluate and, where appropriate, replace the independent
registered public accounting firm (or to nominate the
independent registered public accounting firm for stockholder
approval), (b) approve all audit engagement fees and terms
and all non-audit engagements with the independent registered
public accounting firm and (c) perform such other duties
and responsibilities set forth under Applicable Requirements.
The Audit Committee may consult with management and the internal
audit group but shall not delegate these responsibilities.
In fulfilling its duties and responsibilities hereunder, the
Audit Committee will be entitled to reasonably rely on
(a) the integrity of those persons within the Company and
of the professionals and experts (such as the independent
registered public accounting firm) from which it receives
information, (b) the accuracy of the financial and other
information provided to the Audit Committee by such persons,
professionals or experts and (c) representations made by
the independent registered public accounting firm as to any
services provided by such firm to the Company.
To fulfill its responsibilities, the Audit Committee shall:
With respect to the independent registered public accounting
firm:
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1.
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Be directly responsible for the appointment, compensation,
retention and oversight of the work of the independent
registered public accounting firm engaged (including resolution
of disagreements between management and the independent
registered public accounting firm regarding financial reporting)
for the purpose of preparing or issuing an audit report or
performing other audit, review or attestation services or other
work for the Company and ensure that each such firm shall report
directly to it.
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2.
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Have the sole authority to review in advance, and grant any
appropriate pre-approvals, of (a) all auditing services to
be provided by the independent registered public accounting firm
and (b) all non-audit services to be provided by such firm
as permitted by Section 10A of the Securities Exchange Act,
and, in connection therewith, to approve all fees and other
terms of engagement. The Audit Committee may delegate the
authority to pre-approve audit and permitted non-audit services
between meetings of the Audit Committee to a designated member
of the Audit Committee, provided that the decisions made by such
member are presented to the full Audit Committee at its next
scheduled meeting for ratification. The Audit Committee shall
also review and approve disclosures required to be included in
Securities and Exchange Commission periodic reports filed under
Section 13(a) of the Securities Exchange Act with respect
to audit and non-audit services. Evaluate on an annual basis the
performance of the independent registered public accounting
firm, including the lead audit partner, and present the
conclusions of such evaluation to the Board. In making its
evaluation, the Audit Committee should take into account the
opinions of management and the Companys internal auditors.
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3.
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Evaluate on an annual basis the performance of the
Companys independent registered public accounting firm,
including the lead audit partner, and present the conclusions of
such evaluation to the Board. In making its evaluation, the
Committee should take into account the opinions of management
and the Companys internal auditors.
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4.
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Ensure that the independent registered public accounting firm
submit to the Audit Committee on an annual basis a written
statement consistent with Independent Standards Board Standard
No. 1 and any similar requirements as to independence under
Applicable Requirements. Discuss with the independent registered
public accounting firm any disclosed relationships or services
that may impact the objectivity and independence of the
independent registered public accounting firm and satisfy itself
as to the independent registered public accounting firms
independence.
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A-2
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5.
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At least annually, obtain and review an annual report from the
independent registered public accounting firm describing
(a) such firms internal quality control procedures,
(b) any material issues raised by the most recent internal
quality control review, or peer review, of the independent
registered public accounting firm, or by any inquiry or
investigation by governmental or professional authorities,
within the preceding five years, respecting one or more
independent audits carried out by the independent registered
public accounting firm, and any steps taken to deal with any
such issues and (c) (to assess the independence of the
independent registered public accounting firm) all relationships
between such firm and the Company.
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6.
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Confirm that the lead partner, the concurring
partner and the other audit partner rotation
requirements under Applicable Requirements, including
Regulation S-X,
have been complied with. Consider whether, in order to assure
the continuing independence of the registered public accounting
firm, it is appropriate to adopt a policy of rotating the
independent registered public accounting firm on a regular basis.
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7.
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Review all reports required to be submitted by the independent
registered public accounting firm to the Audit Committee under
Section 10A of the Securities Exchange Act and other
Applicable Requirements.
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8.
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Review, based upon the recommendation of the independent
registered public accounting firm and the chief internal
auditor, the scope and plan of the work to be done by the
independent registered public accounting firm.
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With respect to the annual financial statements:
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9.
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Meet to review and discuss the Companys annual audited
financial statements with management, the internal audit group
and the independent registered public accounting firm, including
reviewing specific disclosures made in Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
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10.
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Discuss with the independent registered public accounting firm
the matters required to be discussed by Statements on Auditing
Standards Nos. 61, 89 and 90, as amended, or any other
Applicable Requirements.
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11.
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Based on the review and discussions referred to in
paragraphs 4, 9 and 10 above, recommend to the Board
whether the Companys annual audited financial statements
should be included in the Companys annual report on
Form 10-K
for filing with the Securities and Exchange Commission.
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12.
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Prepare the report required by the Securities and Exchange
Commission to be included in the Companys periodic
reports, annual proxy statement and any other reports of the
Audit Committee required by Applicable Requirements.
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With respect to quarterly financial statements:
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13.
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Meet to review and discuss the Companys quarterly
financial statements with management, the internal audit group
and the independent registered public accounting firm, including
reviewing specific disclosures made in Managements
Discussion and Analysis of Financial Condition and Results of
Operations and the independent registered public
accounting firms review of the quarterly financial
statements, prior to submission to stockholders, any
governmental body, any stock exchange or the public.
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Annual reviews:
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14.
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Review and discuss with management and the independent
registered public accounting firm major issues regarding
accounting principles and financial statement presentation,
including any significant changes in the Companys
selection or application of accounting principles and policies
and compliance with GAAP. Review and discuss analyses prepared
by management
and/or the
independent registered public accounting firm setting forth
significant financial reporting issues and
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A-3
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judgments made in connection with the preparation of the
financial statements, including analyses of the effects of
alternative approaches under GAAP.
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15.
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Prior to the filing of any audited financial statements with the
Securities and Exchange Commission, review with the independent
registered public accounting firm (i) all critical
accounting policies and practices used by the Company,
(ii) all alternative accounting treatments of financial
information within GAAP related to material items that have been
discussed with management, including the ramifications of the
use of such alternative treatments and disclosures and the
treatment preferred by the independent registered public
accounting firm and (iii) other material written
communications between the independent registered public
accounting firm and management.
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Periodic reviews:
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16.
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Periodically meet separately with each of management, the
independent registered public accounting firm and the internal
audit group. At such meetings review (a) any significant
disagreement between management and the independent registered
public accounting firm or the internal audit group in connection
with the preparation of the financial statements, (b) any
difficulties encountered during the course of the audit,
including any restrictions on the scope of work or access to
required information and (c) managements response to
each.
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17.
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Periodically review with the independent registered public
accounting firm any other audit problems or difficulties
(including accounting adjustments that were noted or proposed by
such firm but passed by management (due to immateriality or
otherwise)), communications between the audit engagement team
and the independent registered public accounting firms
national office regarding auditing or accounting issues and
management or internal control letters issued or proposed to be
issued, by the independent registered public accounting firm to
the Company) and managements response to such letters. The
review shall also include a discussion of the responsibilities,
budget and staffing of the Companys internal audit
function.
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18.
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Periodically discuss with the independent registered public
accounting firm, without management being present,
(a) their judgment about the quality, integrity and
appropriateness of the Companys accounting principles and
financial disclosure practices as applied in its financial
reporting and (b) the completeness and accuracy of the
Companys financial statements.
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19.
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Consider and approve, if appropriate, significant changes to the
Companys accounting principles and financial disclosure
practices as suggested by the independent registered public
accounting firm, management or the internal audit group. Review
with the independent registered public accounting firm,
management and the internal audit group, at appropriate
intervals, the extent to which any changes or improvements in
accounting or financial practices, as approved by the Audit
Committee, have been implemented.
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20.
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Review and discuss with management, the internal audit group,
the independent registered public accounting firm and the
Companys in-house and independent counsel, as appropriate,
the Companys legal compliance report and any legal,
regulatory or compliance matters that could have a significant
impact on the Companys financial statements, including
applicable changes in regulatory and accounting initiatives,
standards or rules.
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Discussions with management:
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21.
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Review and discuss with management the Companys earnings
press releases, including the use of non-GAAP financial measures
(as defined in Regulation G) and other pro forma
presentations, as well as financial information and earnings
guidance provided to analysts and rating agencies. Such
discussions may be done generally (i.e., discussion of the types
of information to be disclosed and the types of presentations to
be made).
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22.
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Review and discuss with management all material off-balance
sheet transactions, arrangements, obligations (including
contingent obligations) and other relationships of the Company
with unconsolidated entities or other persons, that may have a
material current or future effect on financial
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A-4
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condition, changes in financial condition, results of
operations, liquidity, capital resources, capital reserves or
significant components of revenues or expenses.
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23.
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Review and discuss with management the Companys major
financial risk exposures and the steps management has taken to
monitor, control and manage such exposures, including the
Companys risk assessment and risk management guidelines
and policies.
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With respect to the internal audit function and internal
controls:
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24.
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Review, based upon the recommendation of the independent
registered public accounting firm and the chief internal
auditor, the scope and plan of the work to be done by the
internal audit group and the responsibilities, budget and
staffing needs of the internal audit group.
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25.
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Review and approve the appointment and replacement of the
Companys chief internal auditor.
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26.
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Review on an annual basis the performance of the internal audit
group.
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27.
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In consultation with the independent registered public
accounting firm and the internal audit group, review the
adequacy of the Companys internal controls and its
procedures designed to ensure compliance with laws and
regulations and any special audit steps adopted in light of
material control deficiencies.
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28.
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Establish procedures for (a) the receipt, retention and
treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters and
(b) the confidential, anonymous submission by employees of
the Company of concerns regarding the questionable accounting or
auditing matters.
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29.
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Understand the scope of the review by the internal audit group
and the Companys independent registered public accounting
firm of the Companys internal control over financial
reporting and obtain summaries of significant findings and
recommendations, together with managements responses.
Review (i) the internal control report prepared by
management, including managements assessment of the
effectiveness of the Companys internal control over
financial reporting and (ii) the independent registered
public accounting firms attestation report on the
assessment made by management, in each case, as and when
required by Section 404 of the Sarbanes-Oxley Act of 2002.
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30.
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Review with management and the independent registered public
accounting firm any reports or disclosure submitted by
management to the Audit Committee as contemplated by the
Certifications required under Section 302 of the
Sarbanes-Oxley Act of 2002.
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31.
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Review with management any management letters and the steps
management intends to take to address the issues raised by those
letters.
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Other:
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32.
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Review and approve all related-party transactions required to be
disclosed under Item 404 of
Regulation S-K
under the Securities Exchange Act and all transactions involving
executive officers or directors of the Company that are required
to be approved by the Audit Committee under the Companys
code of business conduct and ethics.
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33.
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Review and approve (a) any amendment to or waiver from the
Companys code of business conduct and ethics for executive
officers and directors and (b) any public disclosure made
regarding such change or waiver.
|
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34.
|
Review and reassess the adequacy of this Charter annually and
recommend to the Board any changes deemed appropriate by the
Audit Committee.
|
|
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35.
|
Review its own performance annually.
|
|
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36.
|
Report regularly to the Board. Review with the full Board any
issues that have arisen before the Audit Committee with respect
to the quality or integrity of the Companys financial
statements, the Companys compliance with legal or
regulatory requirements, the performance and independence of
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A-5
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|
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the Companys independent registered public accounting firm
or the performance of the internal audit group.
|
|
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37.
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Perform any other activities consistent with this Charter, the
Companys by-laws and governing law, as the Audit Committee
or the Board deems necessary or appropriate.
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V.
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Former
Employees of the Independent Registered Public Accounting
Firm
|
The Audit Committee shall be required to preapprove the hiring
of any employee or former employee of the independent registered
public accounting firm who was a member of the Companys
audit engagement team within the preceding two fiscal years. The
Audit Committee shall not approve the hiring of any individual
for a financial reporting oversight role if such person is or
was an employee of the independent registered public accounting
firm and was a member of the Companys audit engagement
team within the preceding two fiscal years unless (A)
(i) such individual is to be employed for a limited period
of time due to an emergency or unusual situation and
(ii) the Audit Committee determines that the hiring of such
individual is in the best interests of the Companys
shareholders or (B) such individual becomes employed by the
Company as a result of a business combination and the Audit
Committee was made aware of such individuals prior
relationship with the Company as a member of its audit
engagement team.
The Audit Committee shall have the authority to retain
independent legal, accounting and other advisors or consultants
to advise the Audit Committee. The Audit Committee may request
any officer or employee of the Company or the Companys
outside counsel or independent registered public accounting firm
to attend a meeting of the Audit Committee or to meet with any
members of, or consultants to, the Audit Committee.
The Audit Committee shall determine the extent of funding
necessary for payment of (a) compensation to the
independent registered public accounting firm engaged for the
purpose of preparing or issuing an audit report or performing
other audit, review or attest services for the Company,
(b) compensation to any independent legal, accounting and
other advisors or consultants retained to advise the Audit
Committee and (c) ordinary administrative expenses of the
Audit Committee that are necessary or appropriate in carrying
out its duties.
A-6
Admission Ticket Annual Meeting of Stockholders of LAS VEGAS SANDS CORP. June 10, 2011 2:00
p.m. (Eastern Time) Sheraton New York Hotel & Towers 811 Seventh Ave. New York, NY 10019 This
ticket must be presented at the door for entrance to the meeting. Stockholders may bring one guest
to the meeting. Stockholder Name: _ _ _ _ _ [ ] WITH SPOUSE/SIGNIFICANT OTHER _ _ _ [
] WITHOUT SPOUSE/SIGNIFICANT OTHER _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (Please Print) Agenda 1. To elect two directors
to the Board of Directors, each . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 FORM OF PROXY
LAS VEGAS SANDS CORP. Proxy for Annual Meeting of Stockholders June 10, 2011
Solicited on Behalf of the Board of Directors The undersigned hereby appoints Michael A.
Leven, Robert G. Goldstein and Kenneth J. Kay, and each of them, Proxies, with full power of
substitution, to represent and vote all shares of Common Stock which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders of Las Vegas Sands
Corp. to be held at Sheraton New York Hotel & Towers, 811 Seventh Ave., New York, NY 10019, on June
10, 2011, at 2:00 p.m. (Eastern time), and at any adjournments thereof, upon any and all matters
which may properly be brought before said meeting or any adjournments thereof. The undersigned
hereby revokes any and all proxies heretofore given with respect to such meeting. (Continued and
to be SIGNED on the other side) COMMENTS: 14475 |
ANNUAL MEETING OF STOCKHOLDERS OF LAS VEGAS SANDS CORP. June 10,
2011 Important Notice Regarding the Availability of Proxy Materials for the Stockholder
Meeting to Be Held on June 10, 2011: Our Proxy Statement and Annual Report to Stockholders for the
year ended December 31, 2010 are available on our website at
http://investor.lasvegassands.com/proxy.cfm. Please sign, date and mail your proxy card in
the envelope provided as soon as possible. Please detach along perforated line and mail in the
envelope provided. 20330304000000001000 4 061011 THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS, FOR ITEMS 2 AND 3 AND FOR ONE YEAR ON ITEM
4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE
OR BLACK INK AS SHOWN HERE x FOR AGAINST ABSTAIN 1. Election of Directors:
2. To consider and act upon the ratification of the selection of PricewaterhouseCoopers LLP as the
Companys independent NOMINEES: registered public accounting firm. FOR ALL NOMINEES
O Charles D. Forman FOR AGAINST ABSTAIN O George P. Koo O Irwin
A. Siegel 3. To consider and act upon an advisory (non-binding) WITHHOLD AUTHORITY FOR ALL
NOMINEES proposal on executive compensation. FOR ALL EXCEPT 1 year 2 years 3 years
ABSTAIN (See instructions below) 4. To consider and act upon an advisory
(non-binding) proposal on how frequently stockholders should vote to approve compensation of our
named executive officers. This Proxy will be voted as specified herein; if no specification is
made, this Proxy will be voted FOR Items 1, 2 and 3 and for ONE YEAR on Item 4 and otherwise in the
discretion of the Proxies at the annual meeting or any INSTRUCTIONS: To withhold authority to
vote for any individual nominee(s), mark FOR ALL EXCEPT adjournments or postponement thereof.
and fill in the circle next to each nominee you wish to withhold, as shown here: Consenting
to receive all future annual meeting materials and stockholder communications electronically is
simple and fast! Enroll today at www.amstock.com for secure online access to your proxy materials,
statements, tax documents and other important stockholder correspondence. TO INCLUDE ANY COMMENTS,
USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. I plan to attend meeting. To change the
address on your account, please check the box at right and indicate your new address in the address
space above. Please note that changes to the registered name(s) on the account may not be
submitted via this method. Signature of Stockholder Date: Signature of Stockholder Date: Note:
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each
holder should sign. When signing as executor, administrator, attorney, trustee or guardian,
please give full title as such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person. |
ANNUAL MEETING OF STOCKHOLDERS OF LAS VEGAS SANDS CORP. June 10,
2011 PROXY VOTING INSTRUCTIONS INTERNET Access www.voteproxy.com and follow the
on-screen instructions. Have your proxy card available when you access the web page.
COMPANY NUMBER TELEPHONE Call toll-free 1-800-PROXIES (1-800-776-9437) in the
United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow
the instructions. Have your proxy card available when you call. ACCOUNT NUMBER Vote
online/phone until 11:59 PM EST the day before the meeting. MAIL Sign, date and mail
your proxy card in the envelope provided as soon as possible. IN PERSON You may vote
your shares in person by attending the Annual Meeting. Important Notice Regarding the
Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 10, 2011: Our Proxy
Statement and Annual Report to Stockholders for the year ended December 31, 2010 are available on
our website at http://investor.lasvegassands.com/proxy.cfm. Please detach along perforated line
and mail in the envelope provided IF you are not voting via telephone or the Internet.
20330304000000001000 4 061011 THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE ELECTION OF DIRECTORS, FOR ITEMS 2 AND 3 AND FOR ONE YEAR ON ITEM 4. PLEASE SIGN,
DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS
SHOWN HERE x FOR AGAINST ABSTAIN 1. Election of Directors: 2. To consider
and act upon the ratification of the selection of PricewaterhouseCoopers LLP as the Companys
independent NOMINEES: registered public accounting firm. FOR ALL NOMINEES O
Charles D. Forman FOR AGAINST ABSTAIN O George P. Koo 3. To consider
and act upon an advisory (non-binding) WITHHOLD AUTHORITY O Irwin A. Siegel FOR
ALL NOMINEES proposal on executive compensation. FOR ALL EXCEPT 1 year 2 years 3 years
ABSTAIN (See instructions below) 4. To consider and act upon an advisory
(non-binding) proposal on how frequently stockholders should vote to approve compensation of our
named executive officers. This Proxy will be voted as specified herein; if no specification is
made, this Proxy will be voted FOR Items 1, 2 and 3 and for ONE YEAR on Item 4 and otherwise in the
discretion of the Proxies at the annual meeting or any adjournments or postponement thereof.
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark FOR ALL
EXCEPT and fill in the circle next to each nominee you wish to withhold, as shown here:
Consenting to receive all future annual meeting materials and stockholder communications
electronically is simple and fast! Enroll today at www.amstock.com for secure online access to
your proxy materials, statements, JOHN SMITH tax documents and other important stockholder
correspondence. 1234 MAIN STREET APT. 203 TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE
REVERSE NEW YORK, NY 10038 SIDE OF THIS CARD. I plan to attend meeting. To change the address
on your account, please check the box at right and indicate your new address in the address space
above. Please note that changes to the registered name(s) on the account may not be submitted via
this method. Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign
exactly as your name or names appear on this Proxy. When shares are held jointly, each holder
should sign. When signing as executor, administrator, attorney, trustee or guardian, please give
full title as such. If the signer is a corporation, please sign full corporate name by duly
authorized officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person. |
Important Notice of Availability of Proxy Materials for the Annual Stockholder
Meeting of LAS VEGAS SANDS CORP. To Be Held On: June 10, 2011 at 2:00 p.m. (Eastern
time) Sheraton New York Hotel & Towers, 811 Seventh Ave., New York, NY 10019 COMPANY NUMBER
JOHN SMITH 1234 MAIN STREET ACCOUNT NUMBER APT. 203 NEW YORK, NY 10038 CONTROL
NUMBER This communication presents only an overview of the more complete proxy materials that
are available to you on the Internet. We encourage you to access and review all of the important
information contained in the proxy materials before voting. If you want to receive a paper or
e-mail copy of the proxy materials you must request one. There is no charge to you for requesting
a copy. To facilitate timely delivery please make the request as instructed below before 5/27/11.
Please visit http://investor.lasvegassands.com/proxy.cfm, where the following materials
are available for view: Notice of Annual Meeting of Stockholders Proxy
Statement Form of Electronic Proxy Card Annual Report on Form 10-K TO REQUEST
MATERIAL: TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers) E-MAIL:
info@amstock.com WEBSITE: http://www.amstock.com/proxyservices/requestmaterials.asp TO VOTE:
ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen
instructions. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern
Time the day before the cut-off or meeting date. IN PERSON: You may vote your shares in person by
attending the Annual Meeting. TELEPHONE: To vote by telephone, please visit
https://secure.amstock.com/voteproxy/login2.asp to view the materials and to obtain the toll free
number to call. MAIL: You may request a card by following the instructions above. 1.
Election of Directors: 2. To consider and act upon the ratification of the selection of
PricewaterhouseCoopers LLP as the Companys independent registered public NOMINEES:
accounting firm. Charles D. Forman George P. Koo 3. To consider and act upon an advisory
(non-binding) proposal on executive Irwin A. Siegel compensation. O Nominee #13 4.
To consider and act upon an advisory (non-binding) proposal on how frequently stockholders
should vote to approve compensation of our named executive officers. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS, FOR ITEMS 2 AND 3 AND FOR ONE YEAR ON ITEM
4. Please note that you cannot use this notice to vote by mail. |