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

(e) On June 17, 2009, Scientific Games Corporation (the "Company") held its annual meeting of stockholders to vote on, among other things, a proposal to amend the 2003 Incentive Compensation Plan, as amended and restated (the "Plan"), to increase the number of shares reserved under the Plan by 2,000,000 shares.

The amendment to the Plan had been previously approved by the Company's Board of Directors, subject to approval by the Company's stockholders at the annual meeting of stockholders. The Company's stockholders approved the amendment at the meeting.

The foregoing description is qualified in its entirety by reference to the text of the amended Plan, attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1 2003 Incentive Compensation Plan, as amended and restated.

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