Boyd Gaming (BYD) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 7, 2026, with voting on director elections, auditor ratification, and executive compensation.

• Stockholders can vote online, by phone, mail, or during the meeting; record date is March 10, 2026.

• The company operates 27 gaming properties in 11 states and manages a tribal casino, with a focus on responsible growth and effective governance.

Voting matters and shareholder proposals

• Stockholders will vote on electing eight directors, ratifying Deloitte & Touche LLP as auditor, and an advisory say-on-pay vote on executive compensation.

• The Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by November 20, 2026.

Board of directors and corporate governance

• The Board consists of eight members, with a majority being independent per NYSE standards.

• Board committees include Audit, Compensation, and Governance/Nominating, all comprised of independent directors.

• Board leadership separates Chairman and CEO roles, with annual director elections and regular self-evaluations.

• Stock ownership guidelines and a clawback policy are in place for directors and executives.