Boyd Gaming (BYD) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 8, 2025, with voting on four key proposals, including director elections, auditor ratification, executive compensation, and a shareholder proposal on a non-smoking policy.

• The board recommends voting for the election of eight directors, for the ratification of Deloitte & Touche LLP as auditor, for the advisory say-on-pay vote, and against the shareholder non-smoking policy proposal.

• Voting can be conducted online, by phone, by mail, or during the virtual meeting, with a record date of March 11, 2025.

Voting matters and shareholder proposals

• Proposal 1: Election of eight directors to serve until the next annual meeting.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Shareholder proposal to commission a report on the effects of a company-wide non-smoking policy, which the board recommends voting against.

Board of directors and corporate governance

• Board consists of eight nominees with diverse backgrounds in gaming, finance, law, and hospitality.

• All board committees (Audit, Compensation, Governance/Nominating) are composed of independent directors.

• Board leadership structure separates the roles of Executive Chairman and CEO.

• Annual board and committee self-evaluations, director resignation policy, and stock ownership guidelines are in place.