UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported)         November 20, 2018
 
 
LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)
NEVADA
 
001-32373
 
27-0099920
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA
89109
(Address of principal executive offices)
 (Zip Code)
(702) 414-1000
 (Registrant’s Telephone Number, Including Area Code)
 
NOT APPLICABLE
 (Former Name or Former Address, if Changed Since Last Report)
  
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see  General Instruction A.2. below):
 
 
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
 
Emerging growth company ¨
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 
 





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

On November 20, 2018 , Las Vegas Sands Corp. (“LVSC”) and its wholly-owned subsidiary, Las Vegas Sands, LLC (together with LVSC, the “Company”) and Robert G. Goldstein, the President, and Chief Operating Officer of the Company, entered into a First Amendment to Letter Agreement (the “Amendment”) amending certain terms of Mr. Goldstein’s current employment agreement with the Company dated December 9, 2014 (the “Employment Agreement”) to provide for, among other things, (1) extending the term of the Employment Agreement to December 31, 2024, (2) increasing the annual base salary from $3,4000,000 to $4,500,000 effective January 1, 2020 (the “New Term Date”), (3) a grant under the Company’s 2004 Equity Award Plan on the date of execution of the Amendment of stock options to purchase 2,500,000 shares of Company common stock, vesting in five equal installments of 500,000 shares on each anniversary of the New Term Date (provided that the final installment shall vest on December 31, 2024), and (4) in addition to the death and disability entitlements in the Employment Agreement, the payment of an amount equal to 100% of Mr. Goldstein’s then-current target bonus.

The foregoing summary is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached as Exhibit 10. 1 to this Current Report on Form 8-K and incorporated herein by reference.


ITEM 9.01.
Financial Statements and Exhibits.

(d)
Exhibits
10.1
First Amendment to Letter Agreement, dated November 20, 2018 between Robert G. Goldstein and Las Vegas Sands Corp. and Las Vegas Sands, LLC.








INDEX TO EXHIBITS
 


10.1+
____________________
+
Denotes a management contract or compensatory plan or arrangement.





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: November 20, 2018
 
 
 
 
LAS VEGAS SANDS CORP.
 
By: 
 /S/   P ATRICK D UMONT
 
 
Patrick Dumont
Executive Vice President and Chief Financial Officer
 
 
 




First Amendment to Letter Agreement

This First Amendment (this “Amendment”) is entered into as of November 20, 2018 , by and among Las Vegas Sands Corp., a Nevada Corporation (“LVSC”), Las Vegas Sands, LLC, a Nevada Limited Liability Company (together with LVSC, the “Company”), and Robert G. Goldstein, for the purpose of amending, changing and modifying terms of that certain letter agreement between the Company and you, dated December 9, 2014 (the “Agreement”).

In consideration of the mutual promises, covenants, conditions and provisions contained herein, the Company and you agree as set forth below.

1.
Defined Terms . Capitalized terms that are used but not defined in this Amendment shall have the meanings assigned to those terms in the Agreement.

2.
Term . The term of your employment shall be extended by five (5) years beyond the Initial Term, from January 1, 2020 through December 31, 2024 (the “Additional Term”).

3.
Base Salary . Beginning on the first day of the Additional Term (the “New Term Date”) and throughout the duration of the Additional Term, you shall receive a base annual salary of $4,500,000, payable in substantially equal installments every two weeks or otherwise in accordance with the regular payroll practices of the Company.

4.
Equity Award . On the date hereof (the “Additional Grant Date”), you shall be granted a one-time award of options to purchase 2,500,000 shares of LVSC common stock (the “Additional Option Grant”) under the Plan. The Additional Option Grant shall vest in five equal installments of 500,000 shares on each anniversary of the New Term Date, provided that the final installment shall vest on December 31, 2024, subject to your continued employment through each such date, except as otherwise provided in the Agreement.

The Company covenants that on the Additional Grant Date, without the need for shareholder approval, there will be 2,500,000 shares of LVSC common stock available under the Plan for the unconditional grant of the Additional Option Grant. The Additional Option Grant shall have a 10-year term from the New Term Date, and shall have a per share exercise price equal to the Fair Market Value (as defined in the Plan) on the Additional Grant Date. Except as otherwise provided herein or in the Agreement, the Additional Option Grant shall otherwise be subject to the terms and conditions of the Plan and the Company’s form of stock option agreement for its senior executives.

5.
Termination Due to Death or Disability . In the event your employment under the Agreement is terminated during the Additional Term due to your death or Disability, in addition to the provisions set forth in in the Agreement, you or your estate, as the case may be, shall be entitled to receive a payment in an amount equal to 100% of your then target bonus.




6.
Entire Agreement . This Amendment and the Agreement contain the entire agreement between the Company and you with respect to the subject matter hereof and no representations, oral or written, are being relied upon by either the Company or you in executing this Amendment other than the express representations of this Amendment and the Agreement.

7.
Original Agreement . Except as expressly modified by this Amendment, the terms and conditions of the Agreement are, and shall continue to remain, in full force and effect. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control.

The Company and you have read, understood, and duly executed this Amendment by their signatures, effective November 20, 2018 .




Robert G. Goldstein
 
Las Vegas Sands Corp.
/s/Robert G. Goldstein
 
By:
/s/ Sheldon G. Adelson
 
 
Name:
Sheldon G. Adelson
 
 
Title:
Chairman of the Board & CEO
 
 
 
 
 
 
 
 
 
 
Las Vegas Sands, LLC
 
 
By:
/s/ Sheldon G. Adelson
 
 
Name:
Sheldon G. Adelson
 
 
Title:
Chairman of the Board & Treasurer