Definitive Revised Materials to Notice & Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

 

Filed by the Registrant   x

Filed by a Party other than the Registrant   ¨

 

Check the appropriate box:

 

¨        Preliminary Proxy Statement

  

¨        Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))

¨        Definitive Proxy Statement

  

x       Definitive Additional Materials

  

¨        Soliciting Material Pursuant to Rule 14a-12

  

 

BOYD GAMING CORPORATION

 

 

(Name of Registrant as Specified in its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of filing fee (check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

 

  (2) Aggregate number of securities to which transaction applies:

 

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

  (4) Proposed maximum aggregate value of transaction:

 

  (5) Total fee paid:

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:

 

  (2) Form, Schedule or Registration Statement No.:

 

  (3) Filing Party:

 

  (4) Date Filed:

BOYD GAMING CORPORATION

2950 Industrial Road

Las Vegas, Nevada 89109

 

 

PROXY STATEMENT SUPPLEMENT

 

 

Supplement to Proxy Statement for the

Annual Meeting of Stockholders to be

held on May 12, 2005

 

The following information supplements and amends the Proxy Statement, dated April 12, 2005 (the “Proxy Statement”), of Boyd Gaming Corporation (the “Company”), that was filed with the Securities and Exchange Commission on April 12, 2005, in connection with the solicitation of proxies on behalf of the Company’s Board of Directors to be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) of the Company. The Proxy Statement included an error which is corrected by the information included in the Summary Compensation Table below.

 

This Supplement should be read in conjunction with the Proxy Statement.

 

Executive Compensation and Other Information

 

The following table sets forth the cash compensation earned for services performed for the Company during the calendar years ended December 31, 2004, December 31, 2003 and December 31, 2002 by the Company’s Chief Executive Officer and each of its other four most highly compensated executive officers, who are referred to collectively as the “Named Executive Officers.”

 

Summary Compensation Table

 

                      Long-Term Compensation
      
                      Awards
    Payouts
      
     Annual Compensation(1)
     Securities
Underlying
Options/SARs(#)
    LTIP
Payouts
($)(2)
     All Other
Compensation
($)(3)

Name and Principal Position

    Year
    Salary($)
     Bonus($)
         

William S. Boyd

Chairman and Chief Executive Officer

    2004
2003
2002		    1,166,667
1,100,000
1,100,000		 (4)
 
 		   2,250,000
0
1,779,480		 (9)
 
(2)		   425,000
425,000
425,000		    709,000
769,450
300,000		  
 
 		   19,131
32,880
16,168

Robert L. Boughner

Vice President and Secretary of BAC and

Chief Executive Officer of MDDC

    2004
2003
2002		    725,000
700,000
550,000		 (5)
(5)
(5)		   406,327
1,210,321
352,960		 (5)
(5)
(5)		   150,000
125,000
125,000		    354,500
391,720
120,000		 (5)
 
 		   8,875
9,375
10,872

Donald D. Snyder (6)

Past President

    2004
2003
2002		    600,000
550,000
550,000		  
 
 		   336,000
110,000
308,000		  
 
 		   0
125,000
125,000		    354,500
307,780
120,000		  
 
 		   11,335
10,247
12,982

Keith E. Smith (7)

President and Chief Operating Officer

    2004
2003
2002		    500,000
450,000
450,000		  
 
 		   280,000
90,000
252,000		  
 
 		   150,000
125,000
125,000		    354,500
251,820
72,000		  
 
 		   14,223
10,003
9,490

Ellis Landau

Executive Vice President and Chief Financial Officer

    2004
2003
2002		    450,000
400,000
400,000		  
 
 		   252,000
180,000
224,000		  
(8)
 		   100,000
100,000
100,000		    354,500
223,840
72,000		  
 
 		   10,546
9,410
9,815
(1) The incremental cost to the Company of providing perquisites such as personal use of the Company’s corporate aircraft (which is only provided to certain senior executive officers) and a company car (which is only provided to the Chief Executive Officer), as well as other personal benefits during the indicated periods did not exceed, as to any Named Executive Officer, the lesser of $50,000 or 10% of the total salary and bonus paid to such Named Executive Officer for any such year and, accordingly, is omitted from the table.
(2) These amounts were paid under the Company’s 2000 Executive Management Incentive Plan.
(3) Amounts represent the Company’s Profit Sharing and 401(k) Plan contributions, payments of term life insurance premiums and medical cost reimbursement. In the year ended December 31, 2004, the Company’s Profit Sharing and 401(k) Plan contributions were $6,000 for each of Messrs. Boyd, Boughner, Snyder, Smith and Landau. In the year ended December 31, 2004, life insurance premium payments by the Company were $2,473 for each of Messrs. Boyd, Boughner, Snyder, Smith and Landau. In the year ended December 31, 2004, medical reimbursements were $10,658, $402, $2,862, $5,750 and $2,073 for Messrs. Boyd, Boughner, Snyder, Smith and Landau, respectively.
(4) Mr. Boyd’s salary was increased from $1,100,000 to $1,200,000 effective as of May 1, 2004.
(5) MDDC reimbursed the Company for Mr. Boughner’s base salary, annual bonus and LTIP payout for the calendar year ended December 31, 2004. MDDC reimbursed the Company for Mr. Boughner’s base salary and all of his annual bonus for the calendar year ended December 31, 2003 and for his base salary and a substantial portion of his annual bonus for the calendar year ended December 31, 2002. MDDC also reimbursed the Company for a bonus in the amount of $1.0 million paid to Mr. Boughner during 2003 relating to the opening of Borgata Hotel Casino and Spa. For more information, see the section titled “Certain Relationships and Related Transactions” in the Company’s Proxy Statement.
(6) On March 31, 2005, Mr. Snyder retired from his position as President of the Company and resigned as a member of the Board of Directors.
(7) On April 1, 2005, following Mr. Snyder’s retirement from his position as President, Mr. Smith became President and Chief Operating Officer of the Company. Previously, Mr. Smith served as Executive Vice President and Chief Operating Officer.
(8) MDDC reimbursed the Company for a bonus in the amount of $100,000 paid to Mr. Landau during 2003 relating to the opening of Borgata Hotel Casino and Spa.
(9) $2,000,000 of this amount was paid under the Company’s 2000 Executive Management Incentive Plan. A special bonus in the amount of $250,000 was approved by the Company’s Compensation and Stock Option Committee and paid to Mr. Boyd in recognition of the loss of a benefit that Mr. Boyd previously received under certain split-dollar life insurance arrangements that were terminated by the Company on or before December 31, 2003. Mr. Boyd is entitled to receive a bonus in the same amount in each of 2005 and 2006.