Boyd Gaming (BYD) Proxy filing summary

Voting matters and shareholder proposals

• Election of eight directors, including John R. Bailey, William R. Boyd, Michael A. Hartmeier, Marianne Boyd Johnson, Keith E. Smith, Christine J. Spadafor, A. Randall Thoman, and Paul W. Whetsell, is up for shareholder vote.

• Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, is proposed.

• Advisory vote on executive compensation (say-on-pay) is included among the voting items.

• Shareholders may address other business that may properly come before the meeting or any adjournment.

Board of directors and corporate governance

• The board recommends voting in favor of all director nominees and the listed proposals.

Executive compensation and say-on-pay

• An advisory vote on executive compensation is scheduled, allowing shareholders to express approval or disapproval of pay practices.