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)         June 21, 2019

LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)
 
NEVADA
(State or other jurisdiction of incorporation)
 
001-32373
 
27-0099920
(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))
 
 
 
 
 
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
 
 
 
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock ($0.001 par value)
 
LVS
 
New York Stock Exchange
 
 
 
 
 
 
 
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 June 21, 2019, Las Vegas Sands Corp. (“LVSC”) and its wholly-owned subsidiary, Las Vegas Sands, LLC (together with LVSC, the “Company”), and Lawrence A. Jacobs, the Executive Vice President, Global General Counsel and Secretary of the Company, entered into a Second Amendment to Letter Agreement amending certain terms of Mr. Jacobs’ employment agreement dated August 23, 2016, as amended on October 9, 2018, to provide for, among other things, (1) termination of employment on two weeks’ notice by the Company at any time after August 1, 2019, and by Mr. Jacobs on two weeks’ notice at any time after January 1, 2020, (2) a one-time retention bonus in the amount of $1,260,833 payable as of the first payroll period after August 1, 2019, and (3) upon a termination of employment by either the Company or Mr. Jacobs in accordance with the requirements of clause (1) above, (a) a pro rata payment of the portion of his 2019 bonus incentive attributable to the period between August 1, 2019 and December 31, 2019, and (b) accelerated vesting of the second and third tranches of his unvested stock options that are otherwise scheduled to vest on September 6, 2019 and 2020, respectively. The foregoing summary is qualified in its entirety by reference to the complete text of the Second Amendment to Letter Agreement, 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.






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: June 24, 2019


 
 
LAS VEGAS SANDS CORP.
 
By: 
 /S/   P ATRICK D UMONT
 
Name:
Title:
Patrick Dumont
Executive Vice President and Chief Financial Officer
 
 
 



EXHIBIT 10.1

SECOND AMENDMENT TO LETTER AGREEMENT

This Second Amendment (“Second Amendment”) is entered into as of June 21, 2019 by and between Las Vegas Sands Corp. , a Nevada corporation ("LVSC"), and Las Vegas Sands, LLC , a wholly owned subsidiary of LVSC (together with LVSC, the “Company”) and Lawrence A. Jacobs (“you”) for the purpose of amending, changing and modifying terms of that certain letter agreement between the Company and you, dated August 23, 2016 (the “Agreement”), and the First Amendment to the Agreement dated October 9, 2018 (“First Amendment”), in accordance with Section 18 of the Agreement. The reason for this Second Amendment is your desire to pursue other opportunities and interests and the Company’s desire for you to continue your employment beyond July 31, 2019. Therefore, we have agreed to this Second Amendment to provide for an orderly transition of your duties and to allow you to depart the Company earlier than anticipated in 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 Second Amendment shall have the meanings assigned to those terms in the Agreement.

2. Term . Section 3 ( Term ) of the Agreement as amended by the First Amendment is deleted in its entirety and replaced with the following language:

“3.     Term .

(a)
The term of your employment under this Agreement shall commence as of September 6, 2016 and at anytime after August 1, 2019, shall terminate upon two (2) weeks’ written notice to you from the Company unless terminated sooner as provided under the terms of the Agreement. Effective as of January 1, 2020, you may also terminate this Agreement upon two (2) weeks’ written notice to the Company.

(b)
In consideration of this Second Amendment, the Company will pay you a one-time retention bonus in the amount of One Million Two Hundred Sixty Thousand Eight Hundred Thirty-Three Dollars ($1,260, 833.00), subject to applicable withholdings, payable as of the first payroll period after August 1, 2019.

(c)
Upon notice of termination by either you or the Company in accordance with subparagraph (a) above, you shall be entitled to receive:

(i.)
A pro rata payment of the amount of your Bonus Incentive for 2019 measured from August 1, 2019, i.e., a pro rata portion of $370,834.00, (subject to withholdings), payable within the next payroll period following termination of employment; and

(ii.)
subject to approval by the Compensation Committee of the Company’s Board of Directors, accelerated vesting of remaining unvested options awarded and scheduled to vest on September 6, 2019 and September 6, 2020, as set forth in Section 6 of the Agreement; and


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(iii.)
reimbursement for expenses incurred, but not paid prior to notice of termination, subject to receipt of supporting information by the Company consistent with Company policy; and

(iv.)
such other compensation and benefits as may be required by applicable law.”

3. Other Activities . Notwithstanding anything in the Agreement to the contrary, you shall be permitted during the Term to engage in other activities that do not compete with the Company and do not interfere with your duties. These other activities include, but are not limited to, joining the board of other companies or entities that do not compete with the Company, and associating with a law firm in an “Of Counsel” position so long as the law firm is not actively representing any other person or entity in a matter adverse to the Company.

4. Transitioning of Duties . At any time during the Term, you shall assist with the transitioning of your position as Executive Vice President and Global General Counsel to a successor, including, but not limited to, assisting in the recruitment of your successor as requested, and transitioning some or all of your status, position, duties or responsibilities, in accordance with the directions of the Company’s Chairman & CEO, or his designee.

5. Amendment and Transitioning Are Not Good Reason or without Cause . You acknowledge and agree that (a) this Second Amendment and any of the circumstances and/or negotiations leading up to this Second Amendment will not be construed so as to be the basis for a termination of your employment by you for Good Reason or by the Company without Cause and (b) notwithstanding anything to the contrary in Section 13b. of the Agreement, the transitioning set forth in Section 4 of this Second Amendment shall not constitute Good Reason or termination by the Company without Cause.

6. Entire Agreement . This Second Amendment together with the Agreement and the First Amendment 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 Second Amendment other than the express representations of this Second Amendment, and the Agreement and the First Amendment. As authorized by the Company’s Compensation Committee, any executive officer of the Company may execute this Second Amendment on the Company’s behalf.

7. Original Agreement . Except as expressly modified by this Second 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 Second Amendment and the Agreement or the First Amendment, the terms of this Second Amendment shall control.

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The Company and you have read, understood, and duly executed this Amendment by their signatures, effective June 21, 2019.

LAWRENCE A. JACOBS
 
LAS VEGAS SANDS CORP.
 /s/ Lawrence A. Jacobs
 
By: 
/s/ Robert G. Goldstein
 
 
 
Name:
Robert G. Goldstein
 
 
 
Title:
President & COO
 
 
 
 
 
 
 
 
LAS VEGAS SANDS, LLC
 
 
 
By: 
/s/ Robert G. Goldstein
 
 
 
Name:
Robert G. Goldstein
 
 
 
Title:
President & COO


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