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IGT > SEC Filings for IGT > Form 8-K on 11-Mar-2013All Recent SEC Filings

Show all filings for INTERNATIONAL GAME TECHNOLOGY | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INTERNATIONAL GAME TECHNOLOGY


11-Mar-2013

Change in Directors or Principal Officers, Submission of Matters to


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

(e) On January 5, 2013, the Board of Directors (the "Board") of International Game Technology (the "Company") approved certain amendments, as described below, to the International Game Technology 2002 Stock Incentive Plan (the "SIP"), subject to approval by the Company's stockholders of such amendments at the 2013 Annual Meeting of Stockholders (the "2013 Annual Meeting"). The Company's stockholders approved the amendments at the 2013 Annual Meeting on March 5, 2013.

The SIP was scheduled to expire on December 17, 2013. The amendments extend the Company's ability to grant new awards under the SIP until December 31, 2022. The amendments also extend the Company's ability to grant certain performance-based awards, designed to satisfy the requirements for deductibility of compensation under Section 162(m) of the U.S. Internal Revenue Code, through the first annual meeting of the Company's stockholders that occurs in 2018. This expiration time is earlier than the proposed expiration date of the SIP as described above and is required under applicable tax rules.

Except as amended as described above, the other terms and conditions of the SIP will continue in effect. A more complete description of the terms of the amended SIP can be found in "Proposal 2-Approval of an Amendment to the International Game Technology 2002 Stock Incentive Plan" in the Company's definitive proxy statement dated January 23, 2013 and filed with the Securities and Exchange Commission on January 23, 2013, which description is incorporated by reference herein. The foregoing descriptions are qualified in their entirety by reference to the SIP, as amended, a copy of which is filed as Exhibit 10.1 hereto.



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

On March 11, 2013, the independent inspector of elections for the 2013 Annual Meeting delivered its final tabulation of voting results for each of the matters submitted to a vote at the 2013 Annual Meeting, certifying the voting results set forth below.

Proposal 1. Election of Directors

The Company's stockholders elected the following nominees to serve a one-year term on the Board: Paget L. Alves, Janice Chaffin, Greg Creed, Patti S. Hart, Robert J. Miller, Vincent L. Sadusky, Philip G. Satre and Daniel B. Silvers. The complete final tabulation of voting results for the election of directors is set forth below.

Board of Directors Nominees

Nominee              Votes For   Votes Withheld  Broker Non-Votes
Paget L. Alves      93,106,031         840,690      7,853,523
Janice Chaffin     203,677,542       1,330,048      7,853,523
Greg Creed         203,718,226       1,289,364      7,853,523
Patti S. Hart      203,470,233       1,537,357      7,853,523
Robert J. Miller   203,681,663       1,325,927      7,853,523
David E. Roberson   84,218,205         847,160      7,853,523
Vincent L. Sadusky  91,856,284         859,650      7,853,523
Philip G. Satre    203,035,575       1,972,015      7,853,523




Ader Group Nominees

Nominee                  Votes For   Votes Withheld  Broker Non-Votes
Raymond J. Brooks, Jr.  32,798,886      80,511,135      7,853,523
Charles N. Mathewson    30,676,195      88,981,020      7,853,523
Daniel B. Silvers      113,041,540         343,029      7,853,523

Proposal 2. To approve an amendment to the SIP as described in the Company's proxy statement for the 2013 Annual Meeting

Proposal 2 was a management proposal to approve an amendment to the SIP. According to the final tabulation of voting results, this proposal was approved.

Votes For Votes Against Abstentions Broker Non-Votes 184,804,325 13,101,298 8,122,295 7,853,540

Proposal 3. To approve on an advisory (non-binding) basis, the compensation of the Company's named executive officers as described in the Company's proxy statement for the 2013 Annual Meeting

Proposal 3 was a management proposal to hold an advisory vote on the compensation of the Company's named executive officers. According to the final tabulation of voting results, this proposal was approved.

Votes For Votes Against Abstentions Broker Non-Votes 178,252,922 6,876,771 20,898,225 7,853,540

Proposal 4. Ratification of appointment of PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for the fiscal year ending September 28, 2013

Proposal 4 was a management proposal to ratify the appointment of PwC as the Company's independent registered public accounting firm for the fiscal year ending September 28, 2013. According to the final tabulation of voting results, this proposal was approved.

Votes For Votes Against Abstentions
209,820,146 1,790,429 2,270,883



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description
10.1 International Game Technology 2002 Stock Incentive Plan, as amended

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