SCHEDULE 14A

(Rule14a-101)

SCHEDULE 14A INFORMATION

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

Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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):

Notice of Annual Meeting of Stockholders

To be held on April 9, 2020May 6, 2021

To the Stockholders of Boyd Gaming Corporation:

You are invited to attend our 20202021 Annual Meeting of Stockholders (“Annual Meeting”), which will be held on May 6, 2021 at California Hotel and Casino, 12 East Ogden Avenue,1:00 p.m., Pacific Daylight Time. This year’s Annual Meeting will be conducted virtually via a live audio webcast. While our executive corporate offices, 3883 Howard Hughes Parkway, in Las Vegas, Nevada, 89101shall serve as the statutory location from which the Annual Meeting will be hosted, you will only be able to attend the Annual Meeting, submit your questions and vote online during the meeting via electronic communications. To do so please visit http://www.virtualshareholdermeeting.com/BYD2021, and by so participating you will be deemed present at the Annual Meeting. At the Annual Meeting, our stockholders will consider and vote on April 9, 2020 at 11:00 a.m., local time, for the following purposes:matters:

The foregoing items of business, including the nominees for directors, are more fully described in the proxy statement which is attached to and made part of this notice.

Our board of directors has fixed the close of business on February 28, 2020March 12, 2021 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.

We are pleased to take advantage of the U.S. Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) instead of a paper copy of this proxy statement and our 2020 Annual Report to Stockholders. The Internet Availability Notice contains instructions on how to access those documents over the Internet. The Internet Availability Notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement, our 2020 Annual Report to Stockholders and a form of proxy card or voting instruction card, as applicable. All stockholders who have previously requested to receive a paper copy of the proxy materials by mail will receive a paper copy of the proxy materials rather than the Internet Availability Notice. We believe that this process will reduce the costs of printing and distributing our proxy materials and also provides other benefits.

All stockholders are cordially invited to attend the virtual Annual Meeting in person. Whetherconducted via live audio webcast. However, whether or not you expect to attend the Annual Meeting in person,online, we urge you to vote as promptly as possible by following the instructions included in this proxy statement or by following the instructions detailed in the Internet Availability Notice, as applicable, in order to ensure your representation and the presence of a quorum at the Annual Meeting. If you send in your proxy card or vote by telephone or the Internet, you may still decide to attend the Annual Meeting and vote your shares in person. Your proxy is revocable in accordance with the procedures set forth in this proxy statement.

Las Vegas, Nevada

March 10, 202025, 2021

TABLE OF CONTENTS

BOYD GAMING CORPORATION

3883 Howard Hughes Parkway, Ninth Floor

Las Vegas, Nevada 89169

PROXY STATEMENT

INTRODUCTION

Our board of directors is soliciting proxies for our 20202021 Annual Meeting of Stockholders. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

In this proxy statement:

A copy of our 20192020 Annual Report to Stockholders, this proxy statement and accompanying proxy card or voting instruction form are being mailed distributed and made available via the internetto our stockholders beginning on or about March 10, 2020.25, 2021. Our executive offices are located at 3883 Howard Hughes Parkway, Ninth Floor, Las Vegas, Nevada 89169.

In accordance with the rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide our stockholders access to our proxy materials by providing access to such documents on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) has been mailed to our stockholders. Only stockholders who have requested to receive paper copies of the documents accessible on the Internet will receive paper copies of our proxy materials, including this proxy statement, our 2020 Annual Report to Stockholders and a form of proxy card or voting instruction form, as applicable. Stockholders that received the Internet Availability Notice have the ability to access the proxy materials on a website referred to in the Internet Availability Notice or to request that a printed set of the proxy materials be sent to them, by following the instructions in the Internet Availability Notice.

The Internet Availability Notice also provides instructions on how to inform us to send future proxy materials to you electronically by e-mail or in printed form by mail. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials or a link to a special website to access our proxy materials. Your election to receive proxy materials by e-mail or printed form by mail will remain in effect until you terminate it.

Choosing to receive future proxy materials by e-mail will allow us to provide you with the proxy materials you need in an efficient manner and will save us the cost of printing and mailing documents to you.

QUESTIONS AND ANSWERS

What is the purpose of the Annual Meeting?

You are invited to attend the Annual Meeting to consider and vote on the following proposals:

Who is entitled to vote at the Annual Meeting?

The close of business on February 28, 2020March 12, 2021 has been fixed as the record date (“record date”) for determining the holders of shares of our common stock entitled to notice of and to vote at the Annual Meeting. Only stockholders of record at the close of business on that date are entitled to attend and vote at the Annual Meeting. The only class of stock that is currently outstanding and that can be voted at the Annual Meeting is our common stock. Each outstanding share of common stock is entitled to one vote on each matter that comes before the Annual Meeting.

At the close of business on the record date, there were 111,607,470112,080,887 shares of our common stock outstanding. Those shares represented by properly submitted proxies that are not duly revoked will be voted at the Annual Meeting.

How do I vote?

You may attend the virtual meeting via the live webcast and vote by ballot in person atduring the meeting when the polls are open. Alternatively, prior to the date of the Annual Meeting. Alternatively, if your shares are registered directly in your name,Meeting, you may submit a proxy and vote by using any of the following methods:

To determine how you may revoke or change your vote submitted by the Internet, telephone Internet and mail methods described above, please refer to the section entitled “Can I change my vote after I submit my proxy?”

If your shares are not registered directly in your name (e.g., you hold your shares in a stock brokerage account or through a bank or other holder of record), you may vote by following the instructions provided by the record holder (i.e., your broker, bank or other holder of record) regarding how to vote your proxy.

How does the board of directors recommend I vote on the proposals?

The board of directors unanimously recommends that you vote:

Who will vote my shares if I specify how my shares are to be voted?

William S. Boyd and William R. Boyd are both directors and officers of the Company and were named by our board of directors as proxy holders. They will vote all proxies, or record an abstention or withholding, in accordance with the directions on the proxy card. For a discussion regarding how the proxy holders will vote proxies if no direction is given, please refer to the section entitled “What if I do not specify how my shares are to be voted?”

What if I do not specify how my shares are to be voted?

If you are a stockholderindicate that you wish to vote as recommended by our Board of record andDirectors or if you execute and return your proxy card but you do not provide instruction with respect to any or all proposals to be acted upon at the Annual Meeting, your shares will be voted in accordance with the recommendations of our Board of Directors. Your proxy will be voted “FOR” the election of each of the director nominees named in this proxy statement; “FOR” Proposals 2, 3 and 4Proposal 2; and as the proxy holders deem advisable on other matters that may properly come before the Annual Meeting.

If you are a beneficial owner of our common stock and you do not provide instructions to your bank, broker or other holder of record on how to vote your shares, your bank, broker or other holder of record may vote your shares in its discretion only on Proposal 2; your2. Your bank, broker or other holder of record may not vote your shares with respect to ProposalsProposal 1 3 and 4.without instructions. For a discussion regarding the difference between stockholders of record and beneficial owners, please refer to the section entitled “What is the difference between holding shares as a stockholder of record and as a beneficial owner?”

Currently, no matter is expected to be considered at the Annual Meeting other than the proposals set forth in the accompanying Notice of Annual Meeting of Stockholders (“Notice of Annual Meeting”). However, if any other matters are properly brought before the Annual Meeting for action, it is intended that the shares of our common stock represented by proxies will be voted by the persons named as proxy holders on the proxy card in accordance with their discretion on such matters.

Why did I receive an Internet Availability Notice instead of a full set of the proxy materials instead of a Notice of Internet Availability of Proxy Materials?materials?

This year, for our Annual Meeting, all stockholdersWe are pleased to take advantage of record are being delivered traditional paper copies of our proxy materials. In the past, we have, from time to time, utilized SEC rules that allow companies to furnish their proxy materials over the Internet, and accordingly, haveInternet. Accordingly, we sent to our stockholders a Notice ofthe Internet Availability Notice regarding Internet availability of the proxy materials for those years’ annual meetings. Inthis year’s Annual Meeting. Other stockholders who have requested the future, we may again take advantagedelivery of the SEC rules, and in such years, will send to our stockholders a Notice of Internet Availability for those years’ annual meetings.

How can I receive a full settraditional paper copies of the proxy materials bye-mail?

Stockholderswere sent the materials accessible on the Internet. Instructions on how to access the proxy materials over the Internet or to request a paper copy can be found in the Internet Availability Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically bye-mail on an ongoing basis by submitting a request to us at www.boydgaming.com/proxymaterials;proxymaterials; by mail toat Boyd Gaming Corporation, 3883 Howard Hughes Parkway,Ninth Floor, Las Vegas, Nevada 89169, Attn: David Strow, Vice President of Corporate Communications; via toll-free telephone:800-695-2455, Attn: David Strow, Vice President of Corporate Communications;orvia e-mail: davidstrow@boydgaming.com.davidstrow@boydgaming.com. A stockholder’s election to receive proxy materials by mail or e-mail will remain in effect until the stockholder terminates it.

Why didn’t I receive an Internet Availability Notice?

We are providing stockholders who have previously requested to receive traditional paper copies of our proxy materials with paper copies of the proxy materials instead of, or in addition to, an Internet Availability Notice. A stockholder may request to receive proxy materials electronically by e-mail on an ongoing basis or may change a past election regarding the delivery of paper copies, by submitting a request to us at www.boydgaming.com/proxymaterials; by mail at Boyd Gaming Corporation, 3883 Howard Hughes Parkway, Ninth Floor, Las Vegas, Nevada 89169, Attn: David Strow, Vice President of Corporate Communications; via toll-free telephone: 800-695-2455, Attn: David Strow, Vice President of Corporate Communications;or via e-mail:davidstrow@boydgaming.com. A stockholder’s election to receive proxy materials by mail or e-mail will remain in effect until the stockholder terminates it.

DoCan I need an admission ticketvote my shares by filling out and returning the Internet Availability Notice?

No. The Internet Availability Notice does, however, provide instructions on how to vote your shares.

How do I attend the Annual Meeting?

No. However, all stockholdersThis year’s Annual Meeting will need to present a valid government-issued photo identification (e.g., a driver’s license or passport)be held entirely online via audio webcast. You may attend, vote and ask questions at the door to be admitted to the Annual Meeting. If you hold your shares in a stock

What are “brokernon-votes”?

“Brokernon-votes” are shares as to which a broker or nominee does not vote, or has indicated that it does not have discretionary authority to vote. Under the rules of the New York Stock Exchange (“NYSE”), certain matters submitted to a vote of stockholders are considered by the NYSE to be “routine” items upon which brokerage firms may vote in their discretion on behalf of their customers if such customers have not furnished voting instructions within a specified period of time prior to the Annual Meeting. For those matters which the NYSE determines to be“non-routine,” brokerage firms that have not received instructions from their customers do not have discretion to vote. Consistent with applicable NYSE rules, with respect to the proposals set forth in this proxy statement, only Proposal 2 is considered a “routine” matter. Each of ProposalsProposal 1 3 and 4 is considered a“non-routine” matter, and therefore brokernon-votes may exist in connection with Proposals 1, 3 and 4.Proposal 1. Neither our Amended and Restated Articles of Incorporation, our Amended and Restated Bylaws, nor Nevada corporate statutes specifically address the treatment of brokernon-votes and abstentions.

What is a quorum, and how is it determined?

For business to be properly conducted and the vote of stockholders to be valid at the Annual Meeting, a quorum must be present. The presence in personat the virtual meeting, whether personally or by proxy, of the holders of a majority of shares of our common stock

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of the record date for our Annual Meeting, February 28, 2020,March 12, 2021, by:

Unless otherwise indicated, each individual listed below has sole investment power and sole voting power with respect to the shares of our common stock owned by that person. Percentage ownership is based on an aggregate of 111,607,470112,080,887 shares of our common stock outstanding on the record date, February 28, 2020.March 12, 2021. Except as noted below, the mailing address of all persons on the list set forth in the table below is 3883 Howard Hughes Parkway, Ninth Floor, Las Vegas, Nevada 89169.

CORPORATE GOVERNANCE

Corporate Governance Highlights

Our board of directors continually reviews our practices and ensures that they evolve to appropriately balance the interests of our stockholders. Set forth below are examples of practices that demonstrate this commitment to our stockholders.

Director Independence

We are committed to having sound corporate governance principles and maintaining our integrity in the marketplace. Our Corporate Governance Guidelines and our Code of Business Conduct and Ethics are available on our website atwww.boydgaming.com. We will also provide a paper copy of this information to stockholders upon written request to our Corporate Secretary at 3883 Howard Hughes Parkway, Ninth Floor, Las Vegas, Nevada 89169. Our Code of Business Conduct and Ethics applies to each of our directors, officers and employees.team members.

Our board of directors has determined that each of John R. Bailey, Robert L. Boughner, Richard E. Flaherty, Christine J. Spadafor, A. Randall Thoman, Peter M. Thomas, Paul W. Whetsell and Veronica J. Wilson is “independent,” as defined in Section 303A of the NYSE Listed Company Manual and within the meaning of our director independence standards (detailed below). As discussed below in Proposal 1, Election of Directors, Dr. Flaherty is retiring from the board of directors at the end of his current term and is not standing forre-election at the Annual Meeting.

To be considered “independent,” a director must be determined, by resolution of our board of directors as a whole, after due deliberation, to have no material relationship with the Company other than as a director. In each case, our board of directors shall broadly consider all relevant facts and circumstances and shall apply the following standards:

In making its independence determination regarding Mr. Thomas, the board of directors considered, among other things, the transactions between the Company and Switch, Ltd. (“Switch”), a company in which Mr. Thomas has a passive interest. The Switch transactions involve the purchase by the Company of colocation and communications-related products and services from Switch. Based upon Mr. Thomas’ Form 4 filings for Switch as ofSchedule 13 G, Amendment No. 3, filed with the record date,SEC on February 11, 2021, Mr. Thomas owns, either directly or indirectly, less than a 7.0%an approximate 7.2% economic equity interest as a passive investor in Switch(based on our understanding that Peter Thomas’ ownership interest in Thomas & Mack Co. is less than or equal to 10%);Switch; and Peter Thomas, together with his immediate family members, own collectively, either directly or indirectly, less than a 25.0% economic equity interest in Switch. We paid Switch, in the aggregate, a total of approximately $2,440,000$2,520,000 in fiscal year 2019,2020, and expect to pay Switch approximately $2,500,000$2,250,000 in fiscal year 2020.2021. Our transactions with Switch represented less than 0.6% of Switch’s consolidated revenue for 20192020 and are expected to represent less than 0.6% of Switch’s consolidated revenue in 2020.2021. Mr. Thomas does not actively engage in the management of Switch. Mr. Thomas’ sibling is a member of the board of directors of Switch, Inc., the manager of Switch. Mr. Thomas’ sibling is not and has never been an employee of Switch and none of the employees or contractors of Switch report to him.

In determining that Mr. Thomas is “independent,” our board of directors considered the following facts and circumstances (without giving one factor any more significance than another), among others: (i) the transactions with Switch were negotiated on anarm’s-length basis, and are ordinary course, commercial transactions; (ii) Mr. Thomas’ limited ownership interest in Switch; (iii) the passive nature of Mr. Thomas’ ownership and involvement in Switch, including that he is neither an officer nor an employee of Switch; he is anon-managing member of Switch and he does not have an active role in providing services to Switch; (iv) the immaterial dollar amounts that we, or our subsidiaries paid (or are expected to pay in fiscal year 2020)2021) to Switch and the competitive rates at which such amounts were paid; (v) Mr. Thomas’ personal net worth; and (vi) the nature and scope of the relationship of Mr. Thomas’ sibling with Switch.

Selection of Directors

Stockholder Nominations

Our stockholders may nominate director candidates pursuant to “proxy access” or “advance notice” provisions of our Amended and Restated Bylaws, as discussed below in the section entitled “Stockholder Proposals; Other Matters.” For any director candidates nominated pursuant to the “advance notice” provision in our Amended and Restated Bylaws, following verification of the stockholder status of persons proposing candidates, the policy of our Corporate Governance and Nominating Committee is to consider properly submitted stockholder nominations for

Director Qualifications

Our Corporate Governance Guidelines contain membership criteria that apply to nominees for a position on our board of directors (with the exception of director candidates nominated pursuant to our “proxy access” provision, who must meet the requirements set forth in the Amended and Restated Bylaws). Under these criteria, members of our board of directors should possess certain core competencies, some of which may include broad experience in business, finance or administration, familiarity with national and international business matters, and familiarity with the gaming industry. In addition to having one or more of these core competencies, members of our board of directors are identified and considered on the basis of knowledge, experience, integrity, diversity, leadership, reputation, and ability to understand our business.

Specifically, in concluding that each of our eleven directors who are standing for election should continue to serve on our board of directors, the Corporate Governance and Nominating Committee also considered the following individual attributes, in addition to the general overall considerations mentioned above:

(i) the significant career-long contributions and leadership of Mr. William S. Boyd, our Executive Chairman,Co-Executive Chair, with respect to the Company and the gaming industry, which spans more than 45 years, in addition to his background in the legal profession; (ii) the in depth and strategic operations, management and financial knowledge of the gaming industry that Mr. Smith, our President and Chief Executive Officer, possesses from his over 3035 years in the gaming industry, including nearly 30 years with the Company, as well as his service as a member of the board of directors of a publicly traded company and his past service on the board of the Los Angeles Branch of the Federal Reserve Bank of San Francisco; (iii) the over 30 years of gaming, operations and complex development related experience that Mr. Boughner had with the Company as well as his service as a member of the board of directors of a publicly traded company; (iv) the significant “ground up” operations and management experience of Ms. Johnson with the Company, including more than 2530 years as a member of our board of directors, which Ms. Johnson contributesserving as our Vice Chair, and recently appointed to serve as our Co-Executive Chair, coupled with her service on other boards and community organizations; (v) the nearly 40 years of experience in the gaming industry with the Company, including various administrative and operational roles, as well as over 25 years of service on our board of directors, that Mr. William R. Boyd provides; (vi) the broad business and management experiences, including a sound foundation for understanding and applying strategic approaches to operational issues, both domestically and internationally, of Ms. Spadafor; (vii) the extensive senior operations management and financial accounting and controllership expertise within the gaming industry of Ms. Wilson; (viii) the extensive experience in the banking and finance industry of Mr. Thomas, including his past service on the board of the Los Angeles Branch of the Federal Reserve Bank of San Francisco, and his service on other public company boards; (ix) the professional experiences of Mr. Bailey from his more than 3035 years in the practice of law, including his past service on regulatory boards and his prior service within the gaming industry on the board of directors of a publicly traded company; (x) the significant and strategic expertise of Mr. Whetsell from more than 35 years of senior management responsibilities within the hospitality industry, his active involvement in lodging and hospitality associations and his service on other public company boards; and (xi) the extensive experience and expertise of Mr. Thoman in audit and financial accounting, including more than 30 years as a Certified Public Accountant and his 15 years of experience being primarily responsible for SEC reporting and compliance for Nevada-based public companies, as well as his service on other boards of directors of public companies and within the gaming industry.

Identifying and Evaluating Nominees for Directors

Our Corporate Governance and Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for director. Our Corporate Governance and Nominating Committee has the duty of regularly assessing the composition of our board of directors, including size of our board of directors, personal integrity, diversity of background (including gender and ethnicity), age, skills and experience in the context of the needs of our board of directors. In addition, our Corporate Governance and Nominating Committee also has the duty of identifying individuals qualified to become members of the board of directors. Candidates may come to the attention of the Corporate Governance and Nominating Committee through

nominated pursuant to the “advance notice” provision in our Amended and Restated Bylaws, following verification of the stockholder status of persons proposing candidates, recommendations will be aggregated and considered by our Corporate Governance and Nominating Committee. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials will be forwarded to our Corporate Governance and Nominating Committee. Stockholder nominees that comply with our nomination procedures will receive the same consideration that our Corporate Governance and Nominating Committee nominees receive. Any director candidates nominated pursuant to our “proxy access” provision must meet the eligibility, procedural, disclosure and other requirements set forth in the Amended and Restated Bylaws.

We have previously reviewed, and our Corporate Governance and Nominating Committee may in the future review, materials provided by professional search firms or other parties to identify, evaluate and recruit potential director nominees who are not proposed by a stockholder. In addition, we may retain a professional search firm to make initial contact with potential candidates to assess, among other things, their availability, fit and major strengths.

A. Randall Thoman, a member of our board of directors and a nominee for election at the Annual Meeting, has not previously been elected by the Company’s stockholders. On September 17, 2019, Mr. Thoman was recommended as a director nominee by the Corporate Governance and Nominating Committee after having been identified as a potential director candidate by one of our current members of our board of directors, and was appointed to serve, beginning September 17, 2019, as a director of the Company in a newly created seat on our board of directors.

The Corporate Governance and Nominating Committee considers diversity as one of many factors in the identification and evaluation of potential director nominees. The overriding principle guiding our director nomination process is a desire to ensure that our board of directors as a whole collectively serves the interests of our stockholders. We believe that having diverse skills, experiences and perspectives represented on the board provides the most value to the Company and its stockholders. When the Corporate Governance and Nominating Committee evaluates diversity of director nominees, it may consider the following elements, among others, without assigning specific weights to any particular element:

The Corporate Governance and Nominating Committee annually performs an assessment of the composition of the board of directors regarding age, skills and experience and the effectiveness of its efforts to consider diversity in its director nomination process. The Corporate Governance and Nominating Committee believes its director nomination process, including its policy of considering diversity in that process, has led to a board of directors with diverse backgrounds and experiences that collectively serves the interests of our stockholders well.

Board Leadership and Presiding Director

We have a separateseparated the roles of our Chief Executive Officer and Chairman of the Board of Directors. During 2020, William S. Boyd servesserved as our Executive Chairman of the Board of Directors,Directors. In January 2021, consistent with the Company’s on-going succession planning, the Corporate Governance and Nominating Committee recommended, and the independent members of our board of directors approved, a change to our board leadership structure. Pursuant to that change, William S. Boyd and Marianne Boyd Johnson will each serve as Co-Executive Chairs of the Board of Directors. Consistent with its succession planning philosophy, the board of directors believes that this change further aligns the board’s governance structure with the Company’s strategic direction and long-term leadership planning. Prior to serving as a Co-Executive Chair, Ms. Johnson served as our Vice Chair of the Board of Directors. Keith E. Smith serves as our President and Chief Executive Officer. Mr. Smith also serves as a director, an arrangementa structure that the Company believes is effective to ensure that relevant information is made available directly from management to the board of directors. We believe that this separation of responsibilities provides an appropriate delegation of duties and responsibilities. Our Executive Chairman concentratesCo-Executive Chairs, Mr. Boyd and Ms. Johnson, concentrate on strategy and direction of the board of directors and the Company, as well as engaging in customer and team member relations. Mr. Boyd’s long history with the Company and the critical role that he has played in the development of the Company’s business make him particularly well suited to act as a link between the board of directors and the rest of management. And, consistent with our long-term strategic succession planning, Ms. Johnson, in her role as a Co-Executive Chair, will continue to support our Company’s strategic focus along with ensuring continuity of our Company’s culture, which has long served as a foundational cornerstone for our success. While in the role of our President and Chief Executive Officer,

the operational performance and efforts of the Company in alignment with the strategic guidance and direction offered fromprovided by the board of directors.

Another important component of the board of directors’ leadership structure is the role of our Presiding Director. The Presiding Director is anon-management director designated by the independent directors to chair the board of directors’non-management director sessions, which are expected to occur at least three times per year. The Presiding Director’s other responsibilities include advising the Executive ChairmanCo-Executive Chairs and the chairmen of the committees with respect to agendas and informational needs and to advise with respect to the selection of chairmen of committees. The Presiding Director serves for aone-year term. Our independent directors have designated Peter Thomas as our current Presiding Director.

Stockholder Communication with Directors

Our stockholders and other interested parties may communicate with our board of directors and the Presiding Director by writing to:

Boyd Gaming Corporation

3883 Howard Hughes Parkway, Ninth Floor, Las Vegas, Nevada 89169

Attn: Corporate Secretary

Communications will be reviewed by our General Counsel and if they are relevant to, and consistent with, our operations and policies, they will be forwarded to our board of directors or the Presiding Director, as applicable.

Board Committees

Our board of directors has an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. Our board of directors has adopted a written charter for each of these committees, which are available on our website atwww.boydgaming.com.

Audit Committee.    The functions of the Audit Committee include reviewing and supervising our financial controls, appointing our independent registered public accounting firm, reviewing our booksfinancial statements and accounts,related disclosures, meeting with our officers regarding our financial controls, acting upon recommendations of our auditors and taking such further actions as the Audit Committee deems necessary to complete an audit of our books and accounts. Each of the members of the Audit Committee, Dr. Flaherty,Mr. Thoman, Ms. Spadafor, Mr. Thoman, Mr. Thomas and Ms. Wilson, is considered “independent,” as defined in Section 303A of the NYSE Listed Company Manual and Rule10A-3(b)(1) of the Exchange Act, and the board of directors has determined that all of the members of the Audit Committee are considered “audit committee financial experts” as that term is defined in Item 407(d)(5) of RegulationS-K of the Exchange Act. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act.

Compensation Committee.    The functions of the Compensation Committee include reviewing with management cash and other compensation policies for employees, making recommendations to the board of directors regarding compensation matters, determining compensation for the Chief Executive Officer and providing oversight of our compensation philosophy as described under “Executive Officer and Director Compensation—Compensation Discussion and Analysis.” In addition, the Compensation Committee administers the Company’s stock plans and, within the terms of the respective stock plan, determines the terms and conditions of issuances thereunder. Each of the members of the Compensation Committee, Mr. Thomas, Mr. Whetsell and Ms. Wilson, is considered “independent” as defined in Section 303A of the NYSE Listed Company Manual and Rule10C-1(b)(1) of the Exchange Act.

Our Compensation Committee, independent of management, determines the compensation of Keith E. Smith, our Chief Executive Officer. Mr. Smith is a Named Executive Officer and a member of our seven (7) member management committee (“Management Committee”), which plays an active and critical role in the leadership and strategy for the development, operations and growth of our Company. For the other Named Executive Officers and members of our Management Committee, the Chief Executive Officer makes compensation recommendations to our

both our Chief Executive Officer and from independent compensation consultants retained from time to time provides useful information and points of view to assist it in making decisions on compensation. Additionally, pursuant to its charter, the Compensation Committee may, from time to time, form and delegate authority to subcommittees when appropriate, although no such subcommittees were formed or utilized during 2019.2020.

The Compensation Committee has the sole authority, in its discretion, to retain and terminate any consultant that it uses to assist it in evaluating various elements of our compensation programs and making compensation determinations, including for our Chief Executive Officer, Named Executive Officers or any other compensation matters. The Compensation Committee has the sole authority to approve that consultant’s fees and other retention terms, but only after taking into consideration all factors relevant to the consultant’s independence from management, including those specified in Section 303A of the NYSE Listed Company Manual. The Compensation Committee also has the authority to obtain advice and assistance from such other advisors that it deems necessary or appropriate. The Compensation Committee continued its engagement of Exequity, LLP (“Exequity”) in fiscal year 20192020 to provide compensation related analysis and consulting services. Pursuant to our request, Exequity provided analysis in fiscal year 2019 on certain of our2020 regarding the Company’s executive compensation awards and its related programs and policies as a partin light of an executive compensation review,the unforeseen and significant operational and financial performance challenges resulting from the effects of the COVID-19 pandemic, all as further discussed below in our Compensation Discussion and Analysis. A representative of Exequity has participated in past meetings of the Compensation Committee, including a meetingmeetings held during 2019,2020 and 2021, and may do so again in the future, from time to time, as requested by the Compensation Committee. Additionally, for 2019,2020, the Compensation Committee reviewed whether the work of Exequity as a compensation consultant raised any conflict of interest or independence issues, taking into consideration all relevant factors, including those set forth inRule 10C-1(b)(4)(i) through (vi) under the Exchange Act. The Compensation Committee ultimately determined, based on its review of such factors, that the work of Exequity has not created any conflict of interest.

Corporate Governance and Nominating Committee.    The Corporate Governance and Nominating Committee’s functions include assisting the board of directors in identifying qualified individuals to become members of the board of directors, determining the composition and compensation of the board of directors and its committees, conducting annual reviews of each director’s independence and making recommendations to the board of directors based on its findings, recommending to the board of directors the director nominees for election at the annual meeting of stockholders, establishing and monitoring a process of assessing the board of directors’ effectiveness, and developing and recommending to the board of directors and implementing a set of corporate governance principals and procedures applicable to the Company. The Nominating and Governance Committee also recommends to the Board the form and amount of director compensation, and conducts an annual review of director compensation. In discharging this duty, the Committee will be guided by three goals: compensation should fairly pay directors for work required in a company of the Company’s size and industry; compensation should align directors’ interests with the long-term interests of stockholders; and the structure of the compensation should be simple, transparent and easy for stockholders to understand. Each of the members of the Corporate Governance and Nominating Committee, Ms. Spadafor, Mr. Bailey, Dr. Flaherty and Mr. Thomas, is considered “independent” as defined in Section 303A of the NYSE Listed Company Manual.

Risk Management

The board of directors is actively involved in the ongoing oversight and review of material risks and resultant considerations and potential impacts that exist within our Company. These risks may include, among others, risks associated with the Company’s financial condition, liquidity, operating performance and various regulatory impacts and compliance. The board of directors’ oversight is primarily managed and coordinated through the board committees, such as the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. Senior management of the Company is responsible for advising and responding to the board of directors and its committees on management’s assessment of potential material risks facing the Company, includingCompany. For example, the board of directors receives regularly quarterly updates on cybersecurity and data protection.protection matters and on our information and data security initiatives and practices, as well as developments in the threat environments that we face. The entire board of directors is responsible for reviewing and overseeing the Company’s internal risk management processes and policies to help ensure that the Company’s corporate strategy is functioning as directed and that necessary steps are taken to foster a culture of risk awareness and risk-adjusted decision making throughout the Company.

As it relates to risk oversight, the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee each play an important role. As provided in the charter for the Audit Committee, the Audit Committee is required to review with management the Company’s major financial and other risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee is also responsible for, among other things, assisting the board of directors in fulfilling their oversight responsibility of the integrity of the Company’s financial statements and accounting and financial reporting processes by reviewing the

Compensation Recoupment Policy

Effective January 1, 2014, weWe have adopted a Compensation Recoupment Policy pursuant to which we may, under certain circumstances, “clawback” the value of cash, equity or equity-linked incentive compensation tied to performance metrics and paid to our Named Executive Officers and other key executives of the Company. If it is determined that a covered executive officer’s misconduct led to or contributed to financial reporting that requires restatement, we may require such executive officer to reimburse us for incentive compensation received by the executive officer to the extent such compensation is in excess of that which would have been paid to the executive

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Overview

We compensate our Named Executive Officers primarily through base salary and short and long-term incentive compensation. Our executive compensation practices are designed generally to (i) be competitive with comparable employers in our industry, (ii) closely align compensation with shareholderstockholder interests and our achievement of clear corporate performance expectations, including annual objectives and long-term goals, (iii) recognize individual initiative and achievements, and (iv) assist us in attracting and retaining qualified executives.

Our Named Executive Officers for fiscal year 20192020 are as follows:

Executive Summary

TheOur business and operations were substantially and adversely impacted by the unprecedented circumstances of the COVID-19 global pandemic. Our gaming facilities were all ordered closed beginning in mid-March 2020 with closures continuing through the second quarter in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID-19 virus. Our executive and property leadership teams successfully orchestrated and executed on these mandated closure directives over a span of six days, achieving an orderly shutdown of all of our 29 gaming facilities. While our Company began the first quarter of 2020 with a strong performance, posting two consecutive months of solid year-over-year growth across our nationwide operations, our full year results were significantly negatively impacted by the property closures. Starting in mid-May 2020, we began the process of reopening our properties, with 26 of our gaming facilities having reopened by July 1, 2020. Each of the jurisdictions we operate in required stringent COVID-19 precautions and protocols for reopening, and our re-opened properties have remained subject to various health and safety measures, including substantial occupancy limitations and other restrictions, which have impacted our operations and amenities at our gaming facilities. As a result of the severe impacts of the COVID-19 pandemic on our business, our fiscal year 2020 results reflected a significant decrease in our year-over-year results of operations, with the Company’s revenues decreasing by 34.5% and total Adjusted EBITDAR² decreasing by 32.0% from 2019 to 2020.

During these unprecedented times, the safety and well-being of our team members and customers remained our utmost priority. We have developed and implemented a broad range of safety protocols at our properties to ensure the health and safety of our team members and our customers, including Boyd Clean, a set of comprehensive health and safety protocols that meet or exceed the guidelines set forth by federal, state and local health officials. In addition, while overall visitation and revenues are down at our re-opened properties, spend per visit is robust, and we have successfully adapted and executed on a new more efficient operating model, with streamlined operating and marketing expenses to drive margin gains. On a comparable basis at our reopened properties, we achieved significant margin improvement while complying with state-regulated operating restrictions, including reductions in gaming capacity. Further, our operations are required to remain agile, as mandated pandemic precautionary restrictions have fluctuated in response to changes in health and safety data in our communities, as evidenced by the tightening of operating restrictions and additional temporary property closures during the fourth quarter 2020.

We are also making great progress positioning our Company for the digital future of our industry through interactive gaming and mobile sports betting. With the launch of our Stardust Social Casino mobile app in 2020, we established our first interactive gaming presence under the Stardust brand. At the same time, we continued to build on the foundation for future growth through successfully launching mobile sports betting platforms in six states, including through the expansion of our partnership with FanDuel Group, and expanding our digital reach to more than 30 million adults nationwide.

We believe that our management team’s tremendous effort and focus on transforming and executing our strategy and commitment to sustaining a more efficient and profitable operating model into the future has allowed our Company to successfully navigate the challenges presented by the COVID-19 pandemic.

With respect to the design and operation of our compensation programs, including in response to these challenging circumstances, the Compensation Committee generally continued its philosophy of taking a measured, conservative approach to our compensation programs in fiscal year 2019. Highlighted below are some of the key actions and decisions with respect to our executive compensation programs for fiscal year 2019, as approved by2020. During 2020, our Compensation Committee focused on the pandemic’s impact on our business and our management team’s response and considered compensation strategies in response to the pandemic following input, analyses and recommendations from management and our independent compensation consultant, Exequity.

Our key operational initiatives and responses to COVID-19, and compensation actions in 2020 are highlighted below.

General Objectives of Our Compensation Program

Our compensation program is designed to reward an executive officer’s current contribution to the Company, the executive officer’s impact and involvement in our future performance, as well as align the interests of our executive officers with those of our stockholders by offering equity incentive awards that reflect our future performance and the achievement of strategic objectives.

The compensation of our Named Executive Officers is set at levels that are intended to be competitive with other leading companies in the gaming and hospitality industries, which generally fall into three categories: (i) core gaming companies; (ii) gaming technology/equipment companies; and (iii) resort/hotel operators. In connection with the 2018 Executive Compensation Review, for 2019, the Compensation Committee generally compared the compensation levels of our Named Executive Officers with the compensation levels of executives at the following entities in these industries, among which our revenue and market capitalization roughly approximated the median: Caesars Entertainment Corp.; Churchill Downs, Inc.; Eldorado Resorts, Inc.; Las Vegas Sands Corp.; MGM Resorts International; Penn National Gaming, Inc.; Pinnacle Entertainment, Inc.; Red Rock Resorts, Inc., Wynn Resorts, Ltd.; Extended Stay America, Inc.; Hilton Grand Vacations, Inc.; Hyatt Hotels Corp.; Marriott Vacations Worldwide Corporation; Scientific Games Corporation; Six Flags Entertainment Corp.; Vail Resorts, Inc.; and Wyndham Worldwide Corp. This same peer group was utilized in the 2019 Executive Compensation Review described below, except that Pinnacle Entertainment, Inc. was removed due to it having been acquired.

The Compensation Committee has sought to ensure that each of our Named Executive Officer’s compensation is generally competitive with similarly situated executives at other companies within thean applicable comparative group (other than for our Executive Chairman and founder, Mr. Boyd, whose unique position with our Company we do not believe is readily comparable within a peer group context). From time to time, as appropriate the Compensation Committee also considers market surveys and trends, internal pay equity considerations, other external market data and specific company and individual accomplishments during the year as part of the various factors it reviews in

Process

Our compensation process generally consists of establishing a total compensation target for each Named Executive Officer and then allocating that compensation among base salary and short-term cash and long-term equity incentive compensation. For our Named Executive Officers, we designed incentive compensation to primarily reward enterprise-wide performance. In establishing compensation, our Compensation Committee, among other things:

In addition, our Compensation Committee annually reviews and approves our corporate goals and objectives relative to our Chief Executive Officer’s compensation, evaluates his compensation in light of such goals and objectives, and has the sole authority to set the Chief Executive Officer’s compensation based on this evaluation. For 2019,2020, the Compensation Committee, independent of management, determined the compensation arrangements for our Chief Executive Officer, Keith E. Smith. The Compensation Committee also approved the compensation arrangements of the other Named Executive Officers after reviewing the recommendations of our Chief Executive Officer. In addition to its annual review of our compensation levels, our Compensation Committee may, from time to time, review our compensation practices and programs, and generally has the authority, subject to any existing contractual or other rights of participants, to modify or terminate those practices and programs.

We have historically engaged independent compensation consultants to assist the Compensation Committee in its review and evaluation of our executive compensation programs, including by providing analysis on competitive compensation practices for each component of our executive compensation program. In 2019,2020, Exequity was engaged to provide the 2019 Executive Compensation Review, and to assist the Compensation Committee in its review and evaluation of our executive compensation programs, generally.and in particular, has focused on the unanticipated impacts and potential compensation practice considerations in light of the significant challenges to our business resulting from the COVID-19 pandemic. Beginning in July 2020, Exequity furnished updated analyses and trends for the consideration of the Compensation Committee. Exequity also participated in committee meetings during 2020 and in early 2021, offering guidance and observations on compensation trends and practices in response to the pandemic’s impacts, including potential considerations for our existing executive compensation program components. Our Compensation Committee considered the input and analyses from Exequity, including analysis of pandemic-related compensation considerations, and during the fourth quarter of 2020 and the first quarter of 2021, the Compensation Committee evaluated each of the elements of our executive compensation program in further consultation with Exequity.

Consideration ofSay-on-Pay

The Company’s most recent advisory vote on executive compensation was held at our 20172020 Annual Meeting. Approximately 98.5%95.5% of the votes cast on the advisory vote on executive compensation proposal were in favor of our Named Executive Officer compensation as disclosed in the proxy statement for our 20172020 Annual Meeting. As a result, our Named Executive Officer compensation was approved by our stockholders on an advisory basis. The board of directors and the Compensation Committee reviewed these final vote results and determined that, given the level of support, no changes to our executive compensation philosophy, policies and decisions were necessary based solely on the vote results. Nevertheless, as discussed in this Compensation Discussion and Analysis, the Compensation Committee has made important changescontinued to evaluate and change various components of our executive compensation, since 2017 that demonstratedemonstrating our ongoing commitment to ensure our executive compensation remains aligned with the interests of our stockholders and generally competitive with current market practices. As discussed further in Proposal 3,The Company’s next advisory vote on executive compensation will be held at theour 2023 Annual Meeting the Company is requesting that stockholders vote to approve, on an advisory basis, the executive compensation of our Named Executive Officers as disclosed in this proxy statement.Stockholders.

Primary Components of Our Executive Compensation Program

There are three primary components of our executive compensation program:

Base Salary.    We provide our Named Executive Officers with a base salary that we believe is competitive and that corresponds to their status and accomplishments. Salaries are reviewed annually and are adjusted when appropriate to recognize individual performance, promotions, scope of responsibilities, competitive compensation levels and other subjective factors.

Our Compensation Committee, independent of management, determines the compensation of our Chief Executive Officer, including his base salary. Our Chief Executive Officer customarily makes recommendations regarding compensation for the other Named Executive Officers to our Compensation Committee for their consideration and approval. Where appropriate, the Compensation Committee and our Chief Executive Officer have historically considered the following factors in establishing or recommending, as applicable, the compensation for our Named Executive Officers:

For 2019, the Compensation Committee determined, based on input from Exequity and the 2018 Executive Compensation Review, that base salary adjustments were appropriate for our Named Executive Officers, other than our Executive Chairman. As such, the Compensation Committee approved the following increases to their 2018 base salaries: for Mr. Smith, in the amount of $100,000, bringing his 2019 base salary to $1,425,000; for Mr. Hirsberg, in the amount of $50,000, bringing his 2019 base salary to $670,000; for Mr. Thompson, in the amount of $40,000, bringing his 2019 base salary to $600,000; and for Mr. Bogich, in the amount of $50,000, bringing his 2019 base salary to $600,000. Mr. Boyd’s 2019 base salary will remain unchanged at $1,065,000.

For 2020, followingFollowing its consideration of the 2019 Executive Compensation Review by Exequity,the Compensation Committee determined that increases in base salaries for 2020 were again appropriate for Messrs. Smith, Hirsberg, Thompson and Bogich. As such, in December 2019, the Compensation Committee approved the following salary increases: for Mr. Smith, in the amount of $25,000, bringing his 2020 base salary to $1,450,000; for Mr. Hirsberg, in the amount of $30,000, bringing his 2020 base salary to $700,000; and for each Mr. Thompson and Mr. Bogich, in the amount of $25,000, bringing their 2020 base salaries to $625,000. The 2020 base salary of Mr. Boyd continued unchanged for a fifth consecutive year at $1,065,000.

The 2019 and 2020 base salary adjustments reflect the Compensation Committee’s recognition of the achievements and leadership of our Named Executive Officers and the accomplishments of the Company during recent years, and illustrate our ongoing efforts to remain competitive in our compensation packages.

During 2020 and in response to the impact of the COVID-19 pandemic on our business, we implemented significant salary reductions among our executive leadership team. With respect to our Named Executive Officers: (i) Messrs. Boyd and Smith had their base salaries reduced by 50% from April 16, 2020 through September 1, 2020, and (ii) Messrs. Hirsberg, Thompson and Bogich had their base salaries reduced by 25% from April 16, 2020 through September 1, 2020. No equity awards or other alternative compensation were granted to replace or compensate for such forfeited base salary.

Short-Term Bonus.    Our Named Executive Officers are eligible to receive annual bonuses under our 2000 Executive Management Incentive Plan (“2000 MIP”). Bonus awards under the 2000 MIP are set as a percentage of base salary, with the specific target percentage determined by the participant’s position, level and scope of responsibility within the Company so that highly compensated executives receive a relatively larger percentage of their total compensation in the form of bonuses and other incentive based vehicles. Bonus awards under our 2000 MIP are generally paid in cash; however, consistent with the provisions of the 2000 MIP, the Compensation Committee retains the discretion to declare an actual award payout, in whole or in part, payable in the form of an RSU equity bonus.

Actual 2019 Short-Term Bonuses

For 2019,2020, the Compensation Committee continued the compensation practice of awarding annual bonuses based upon the achievement of a specific, predetermined objective performance target. Consistent with its past practice,the performance target was our operating budget, measured based on adjusted consolidated EBITDAR, as approved by the board of directors. For 2019, theThe approved operating budget for 2020 was established by the board of directors in December 2019 and represented an adjusted consolidated company EBITDAR (after corporate expense) of $893.4$936.8 million.¹

Following its consideration of the analyses and findings of the 2018 Executive Compensation Review, including the competitive practices of our peer group, Additionally, the Compensation Committee found that adjustments toretained for 2020 the same short-term bonus plan award payout ranges used with the prior fiscal year for each of our Named Executive Officers, with the exception of Mr. Boyd. For Mr. Boyd, the Compensation Committee approved a 5% increase in his 2020 target bonus award opportunity, for Messrs. Smith, Hirsberg, Thompson, and Bogich were appropriate. Specifically, the Compensation Committee approved for 2019, a 10% increase,bringing his 2020 short-term bonus target award opportunity to 100%, stated as a percentage of base salary, to the short-term bonus target award opportunity for Messrs. Smith, Hirsberg, Thompson, and Bogich in order to continue managing their targeted compensation towards the 50^th percentile of the current peer group. As a result of these modifications,salary. Accordingly, the approved short-term bonus payout parameters for our Named Executive Officers for 2019,2020, as a percentage of their base salaries, arewere as follows:

The actual award payout levels are determined based on the actual achievement relative to our 2019full fiscal year 2020 approved operating budget. No short-term bonus awards will beare earned for a performance level of less than 85% of the approved operating budget. Minimum (or threshold) award payouts are earned at a performance level of 85% of the approved budget, resulting in a payout award potential of 50% of the Named Executive Officer’s target bonus amount. Target award payouts are earned at a performance level equal to 100% of our approved 20192020 operating budget. Maximum payouts are earned at a performance level of at least 115% of budget, resulting in a payout award potential of 200% of the Named Executive Officer’s target bonus amount.

Actual 2020 performance for the year was 65.1% of our approved pre-pandemic operating budget as a result of the significant negative effects of the pandemic on our results of operations and business, including due to the forced closure of all of our gaming facilities for a portion of the year. Our 2020 performance was less than the 85% minimum funding threshold under the approved 2020 short-term bonus program. As a result, no short-term bonus awards were earned by our Named Executive Officers.

In February 2021, the Compensation Committee considered how the financial and operational effects of the pandemic had affected the performance outcome under our short-term bonus award program. Following input and consultation with Exequity, the Compensation Committee elected to use its discretion and determined to analyze actual 2019 performance versus the approved operating budget for 2020 in two discreet time frames based on the months when the Company was or was not generally able to operate its gaming facilities. The Compensation Committee believes this bifurcated time frame analysis offered an objective approach that allows a reasonable measurement of our actual performance during the time that the Company was able to operate its facilities, despite the unanticipated circumstances surrounding the pandemic. The first time frame was an eight-month period, comprising of the months of January, February, and July through December, when the Company was able to operate its gaming facilities, either prior to the start of the pandemic or upon the re-opening of such gaming facilities, while still subject to compliance with various health and safety measures, including substantial occupancy limitations. The second time frame was the four-month period, comprising of the months of March through June, when some or all of the Company’s gaming facilities were impacted by closures, either substantially or completely closed in compliance with orders issued by state officials.

The Compensation Committee compared actual 2020 performance to the approved pre-pandemic 2020 operating budget, as approved by the board of directors in December 2019. For the eight-month period of operations, our actual 2020 performance level was approximately 99% of the approved operating budget for such months. This operating performance level is a remarkable achievement for our leadership teams. It reflects a successful and safe reopening of our business, and the adapting and executing on a new more efficient operating model. Further, our performance during such eight-month period was significantly affected by the various stringent operational restrictions in place at our re-opened gaming facilities, including measures reducing the offering of certain amenities (because such amenities must remain closed) and otherwise limiting the availability of certain offerings. In order to comply with the mandated and fluctuating health and safety measures, we deactivated a substantial number of gaming devices to maintain social distancing, substantially limited restaurant seating, substantially limited the number of customers permitted to be in a property at any time, and in some cases were required to re-close certain of our gaming facilities for parts of the eight-month period of operations.

The Compensation Committee followed a similar analysis with the four-month period where some or all of our operations were closed; and by contrast, our 2020 actual performance level four-months period of closure represented about 5% of the corresponding approved operating budget for such months. This achievement level represented far less than the 85% minimum funding threshold of the corresponding approved operating budget for such months. Through this analysis of our actual performance during fiscal year 2020 in each discrete time frame, the Compensation Committee concluded that actual results for the full fiscal year fell below the 85% minimum threshold solely as a result of the pandemic and the property closures, as our actual 2020 performance otherwise resulted in the achievement of 100.4%approximately 99% of the approved operating budget for the eight months where the Company’s gaming facilities were open and accordingly,operating.

From their evaluation of our actual performance during fiscal year 2020, the Compensation Committee then determined that it was appropriate to exercise its discretion in approving a 2020 short-term bonus payout award. The Compensation Committee considered the blended overall performance level for the combined 12-month period, based on a 99% performance level for eight out of twelve months and a zero performance level for four out of twelve months. Accordingly, the Compensation Committee approved an earneda discretionary short-term bonus award for our Named Executive Officers of 102.67%at 66%, or the blended overall performance level, of their respective target bonus award amounts. The Compensation Committee determined that making such discretionary awards to our Named Executive Officers was appropriate, despite our actual 2020 performance level achievement being less than the performance threshold level of 85% under our initially approved short-term bonus plan, in light of the unprecedented circumstances requiring the closure of all of our gaming facilities for a portion of the year and in recognition of the extraordinary efforts of our leadership team in responding to the challenges of the pandemic while continuing to execute on our strategy and commitment to sustaining a more efficient and profitable operating model. The precise amount of each Named Executive Officer’s cash bonus is set forth in the“Non-Equity Incentive Plan Compensation” “Bonus” column of the “Summary Compensation Table.”

Approved 2020 Short-Term Bonuses

The Compensation Committee concluded that no changes to the short-term bonus program were needed for the 2020 award cycle. As such, for 2020, the Compensation Committee will maintain the same short-term bonus plan design, and will also maintain the same award payout ranges that were utilized in 2019 for each of our Named Executive Officers, with the exception of Mr. Boyd. For Mr. Boyd, the Compensation Committee approved a 5% increase in his target bonus award opportunity, bringing his 2020 short-term bonus target award opportunity to 100%, stated as a percentage of base salary. The actual award payout levels will be determined based on the actual achievement relative to our approved fiscal year 2020 operating budget.

be earned over three years, thus providing a strong incentive to grow stockholder value. In 2019, theThe Compensation Committee continued itsCommittee’s current practice and approvedis to approve long-term incentive equity awards to our Named Executive Officers comprised of grants of RSUs and Performance Shares, with thean equity compensation award structureallocation mix, prior to fiscal year 2020 comprised of 40% RSUs and 60% Performance Shares. Our Compensation Committee continues to review our long-term compensation policy, in connection with the assessment of our overall compensation program, to determine whether modifications to the policy are warranted.

2019 Long-Term Incentive RSU and Performance ShareEquity Awards For 2020

All equity awards granted as long-term compensation to our Named Executive Officers in 2019 were granted pursuant to the Company’s 2012 Stock Incentive Plan (“Stock Incentive Plan”).

The RSUs granted in 2019, other than those granted under the Career Shares Program, feature three-year cliff vesting. The Performance Shares granted in 2019 provide for three-year cliff vesting and are subject to achievement of two (2) performance metrics during a three-year measurement period. The two (2) performance metrics associated with the Performance Shares granted to our Named Executive Officers, in 2019 are: (i) Net Revenue; and (ii) EBITDAR. The Net Revenue metric representsone-third (1/3) of the total shares potentially payable on settlement of the Performance Share award, and the EBITDAR metric represents the remainingtwo-thirds (2/3) of the total shares potentially payable on settlement of the Performance Share award. These represent the same performance metrics and relative weight as used byTypically, the Compensation Committee for 2018.

For 2019, each performance metric works and is measured independently of the other and includes a minimum (or threshold) performance level, a target performance level and a maximum performance level opportunity. The scale to be applied to each metric is a sliding scale and generally works as follows:

Measured achievement is calculated based on performance during the three full fiscal years following the date of grant. The achievement level of each Performance Share metric will determine the final payout of shares under the award at the end of the measurement period. For the maximum payout of 200% to be earned, both metrics must be satisfied at a maximum performance level. If neither of the two performance metrics achieves the minimum performance level, then no shares will be earned. Achievement between the payout points shown in the table above will be interpolated on a linear basis.

The Compensation Committee set specific minimum, target, and maximum payout levels for each of the two Performance Share metrics. The Compensation Committee has determined that the two performance metrics were sufficiently challenging to incentivize performance. The minimum performance levels generally require average performance and are expected to be achieved. The target performance levels are intended to be reasonably achievable and require a higher or above average performance, and the maximum performance levels require extraordinary performance.

year 2021. Our senior management teams not only orchestrated the shutdown of our entire business over a six-day period in March 2020, but successfully and safely reopened our properties, under fluctuating mandated health and safety measures, including substantial occupancy limitations, limited amenities, enhanced cleaning and safety protocols, and other restrictions. Further, the successful reopening of our gaming facilities was under a completely revised, and more efficient, operating model that is producing results that exceeded the prior year results during our reopening period of July through December. In addition, through this pandemic our senior leadership team has continued to prioritize supporting our team members, and such efforts have bolstered our unique company culture and reinforced employee morale during a time of severe operational disruption. Surveys conducted by the Company in late 2020 reflected job satisfaction ratings from our team members that were consistent with prior years despite 2020’s many challenges. The Compensation Committee also believes that retention is an important objective of our compensation program to determine whether other modificationsand that the loss of our key executive team members, particularly in the current environment, could disrupt the Company’s ongoing operational initiatives in response to the policypandemic and executing on the Company’s recovery strategies. Accordingly, the special equity award of RSUs vest in equal annual installments over a three-year period, to retain and incentivize such executives, based on the critical nature of their roles in the Company’s response to the pandemic, sustaining a more efficient and profitable operating model into the future, and positioning our Company for the digital future of our industry. The award amounts were targeted at levels that the Compensation Committee believed would provide appropriate recognition and meaningful retention incentives for each individual. The number of shares of RSUs subject to the Special Equity Awards are warranted.shown in the table below:

20162017 Performance Shares Vesting

In 2016,2017, the Compensation Committee approved the award of Performance Shares to each of our Named Executive Officers. The three performance metrics associated with the Performance Shares granted in 20162017 were (i) net revenue growth, (ii) EBITDA growth and (iii) customer service score, with each metric representingone-third of the total Performance Share award.

Despite the effect the pandemic had on financial results, the Compensation Committee made no adjustments to the performance metrics for Performance under these awards was measured over a three-year period commencing on January 1, 2017Shares vesting in 2020, and continuing through December 31, 2019.no adjustments have been made to the performance metrics for Performance Shares vesting in 2021 or 2022. As detailed below, the Compensation Committee determined that the Performance Shares were earned at approximately 153%33% of the target award level, in the aggregate, based on the achievement of the customer service score performance levels formetric. For each of the threeother two performance metrics, detailed below.our performance fell under the threshold performance level. For comparative purposes, the Compensation Committee reviewed December 2019 estimates of the anticipated achievement level for Performance Shares vesting in 2020, which pre-COVID-19 estimates anticipated performance at approximately 160% of target performance.

Net Revenue Growth:    The first metric, “net revenue growth,” is generally defined as the compound annual growth rate (or “CAGR”) of total revenue for all of the Company’s wholly owned properties excluding (i) promotional expenses and (ii) certainnon-operations derived income or losses. Net revenue growth utilizes the final audited results for 20162017 as the applicable baseline. For purposes of the 20162017 Performance Shares, the applicable performance and payout scale were as follows:

Note:Performance achievement between minimum (or threshold) and target and between target and maximum is prorated on a straight-line basis. Performance below threshold will result in no payout. Performance above maximum will payout at maximum payout.

Our actual performance over the measurement period was a CAGR of 14.79%which exceedednegative 3.54%. Because this CAGR failed to achieve the maximumrequired threshold performance level. As a result, the Compensation Committee approved alevel, no award payout of 200% of each ofwas earned by our Named Executive Officers’ target award opportunity attributable toOfficers under this criterion.

Career RSUs are awarded to members of our Management Committee in an amount that equals 15% of such individual’s base salary, and to certain other members of our senior management in an amount that equals 10% of their individual base salaries, in each case, subject to adjustment by the Compensation Committee. Career RSUs granted pursuant to our Career Shares Program are awarded for service provided for the immediately preceding

aggregate incremental cost for use of the corporate car by calculating the assumed annual lease value of the car, consistent with applicable Treasury Regulations, multiplied by the percentage of use that is estimated to be attributable to Mr. Boyd’s personal use.

rolling average stock price. The director stock ownership guidelines, like those

members). Following the execution of a general release in a form generally acceptable to the Company that releases the Company and its affiliates from any and all claims the participant may have against them, among other things, the Company shall pay to the participant alump-sum cash payment of:

in each case, adjusted on a pro rata basis based on the number of days the participant was actually employed during such plan year; and

In addition, under the CIC Plan, any outstanding equity-based long-term incentive awards granted, including but not limited to stock options, stock appreciation rights, restricted stock, RSUs and Performance Shares, will become immediately vested in full upon a qualifying termination (as discussed above).

If the sum of the amounts to be received by the participant under the CIC Plan, plus all other payments or benefits that the participant has received or has the right to receive from the Company, would constitute a “parachute payment” under Section 280G of the Internal Revenue Code, that combined amount will be decreased by the smallest amount that will eliminate any such parachute payment. However, for Tier One Executives and Tier Two Executives only, if the decrease referred to in the preceding sentence is 10% or more of the combined amount, the combined amount will not be decreased, but rather will be increased by an amount sufficient to provide the participant, after taking into account all applicable federal, state and local taxes, a net amount equal to the excise tax imposed on the combined amount (as increased by any applicable taxgross-up) by Section 4999 of the Internal Revenue Code.

We do not have individual written severance agreements with Named Executive Officers; however, we retain the discretion to negotiate individual arrangements as deemed appropriate.

Deferred Compensation Plan.    Our Named Executive Officers are eligible to participate in the Boyd Gaming Corporation Deferred Compensation Plan, effective as of January 1, 2005, as amended (“Deferred Compensation Plan”). Our Named Executive Officers may defer up to 80% of their base salary and up to 100% of their incentive compensation. We may make discretionary matching contributions or discretionary additions to a participant’s account; however, during 2019,2020, we did not exercise such discretion. Upon a change in control (as defined in the Deferred Compensation Plan), the benefits under the Deferred Compensation Plan are immediately payable in a lump sum, subject to certain conditions and limitations set forth in Internal Revenue Code Section 409A and its related Treasury Regulations. In addition, upon termination of employment prior to the age of 55 or upon the participant’s death, benefits under the Deferred Compensation Plan are payable in a lump sum. Otherwise, upon termination of employment (including upon retirement), the participant may elect to have benefits paid in a lump sum or in periodic

least six months following the date of termination. Prior to the Deferred Compensation Plan, we maintained a separate, prior deferred compensation plan, but that plan has been closed to new contributions from participants since the effective date of the Deferred Compensation Plan.

Equity Incentive Plans.    During 2019,2020, the only equity incentive planplans in which our Named Executive Officers participated waswere our 2012 Stock Incentive Plan and our 2020 Stock Incentive Plan. Following our April 2020 annual meeting of stockholders, only our 2020 Stock Incentive Plan is available for granting new awards. Generally, except as our Compensation Committee may otherwise determine or in connection with a “long service” employee as discussed below, stock options granted under our equity incentive plans provide that, in the event of termination, the grantee may exercise the portion of the option award that was vested at the date of termination for a period of three months following termination, provided that if the termination is due to disability or death, the exercise period is twelve months.

Pursuant to the terms of our Stock Incentive Plan,Plans, our Compensation Committee has the authority, in connection with an actual or anticipated change in control or corporate transaction, to provide for the full or partial accelerated vesting and exercisability of outstanding unvested awards.

Under our Stock Incentive Plan,Plans, a “change in control” means a change in ownership or control of the Company effected through:

Pursuant to the terms of our Stock Incentive Plan,Plans, a “corporate transaction” means any of the following transactions:

Pursuant to the form of our restricted stock unit agreement (“RSU Agreement”) for the Stock Incentive Plan,Plans, vesting ceases upon termination of continuous service (defined as employment) for any reason, including death or disability, except as described below. Any unvested RSUs held by the grantee following such termination will be deemed reconveyed to us. Also under our RSU Agreement, in the event of a change in control or corporate transaction (each as defined in the Stock Incentive Agreement), any outstanding award will automatically become fully vested. Notwithstanding the foregoing, in the event of a grantee’s Retirement (defined below), the grantee may be entitled to additional vesting with respect to RSUs. With respect to “specified employees” as defined in Internal Revenue Code Section 409A, any payout of an RSU that is considered deferred compensation and that is triggered by termination of employment generally must be delayed for at least six months following the date of termination. “Retirement” means separation from service (including as a result of death or disability), other than for Cause (as defined in the RSU Agreement), after reaching age 55 and having at least 10 years of service to the Company. All of our Named Executive Officers currently qualify as “long service” employees. However, these enhanced retirement provisions will not apply to RSUs that are granted within the six months preceding such employee’s date of

separation of service from the Company. In the event of a Retirement, the grantee will be entitled to accelerated vesting as follows:

Pursuant to the form of our performance share unit agreement (“Performance Share Agreement”) under the Stock Incentive Plan,Plans, vesting ceases upon termination of continuous service (defined as employment) for any reason, except as described below. Any unvested units held by the grantee following such termination will be deemed reconveyed to us. Also under our Performance Share Agreement, in the event of a change in control or corporate transaction (as defined in the Stock Incentive Agreement), any outstanding award will automatically become fully vested assuming achievement of the applicable performance metrics at target, provided that such change in control or corporate transaction effective date occurs prior to the applicable award determination date. Notwithstanding the foregoing, in the event of a grantee’s Retirement, a portion or all of the aggregate outstanding Performance Share awards will automatically become fully vested assuming achievement of the applicable performance metrics at target, which will be determined in accordance with the following: the grantee shall be deemed to have provided service for the number of days within the performance period for which the grantee actually provided service, plus a credited number of days equal to 365 (after 10 years of service), 730 (after 15 years of service), and 1095 (after 20 years of service). The resulting number of days will be divided by the number of days in the performance period (with the resulting ratio never exceeding one), and the ratio will be multiplied by the number of shares that would be issued based on target performance. All of our Named Executive Officers currently qualify as “long service” employees. However, these enhanced Retirement provisions will not apply to Performance Shares that are granted within the six months preceding such employee’s date of separation of service from the Company.

Other Benefits.    From time to time, in recognition of the contribution of services provided to us, we may in our discretion offer additional compensation and benefits to our executive officers in connection with their retirement from the Company. During 2019,2020, no such discretion was exercised with respect to our Named Executive Officers.

Succession Planning

Pursuant to the Company’s Corporate Governance Guidelines, all of the independent members of our board of directors are involved in the succession planning of the Company. Our independent directors participate annually in a review of the Company’s current succession plan. Historically, the Company has engaged, and we may engage in the future, independent consulting firms to assist and advise during this annual review, as well as on other matters related to succession planning.

AccountingIn conjunction with its succession planning efforts, the Company regularly reviews its governance structure and Tax Treatment

Section 162(m)considers strategies and opportunities to allow for leadership transitions while maintaining strategic, operational and cultural continuity. In January 2021, the board of directors, upon the review and unanimous recommendation of the Internal Revenue Code generally disallowsCorporate Governance and Nominating Committee, implemented a tax deduction to public companies for annual compensation over $1 million paid to certain executive officers. Whileportion of its succession planning strategy and modified the Compensation Committee considersboard’s leadership structure such that William S. Boyd and Marianne Boyd Johnson each became Co-Executive Chairs of the limitation on deductibilityboard of compensation under Section 162(m),directors. Consistent with its succession planning philosophy, the Compensation Committeeboard of directors believes that it is important to retainthis change aligns the flexibility to design compensation programs consistentboard’s governance structure with our overall executive compensation program, even if some executive compensation is not fully deductible.the Company’s strategic direction and long-term leadership planning.

Summary Compensation Table

The following table sets forth the compensation earned for services performed for us, or our subsidiaries, during the fiscal years ended December 31, 2017, 2018, 2019 and 20192020 by each of our Named Executive Officers.

Each RSU is subject to three-year cliff vesting. For a discussion regarding thesebonus payments, see “—Compensation Discussion and Analysis—Primary Components of our Compensation Program—Short-Term Bonus” in our Proxy Statement for the 2019 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 12, 2019.

Grants of Plan-Based Awards Table

The following table sets forth information regarding each grant of an award made under our incentive plans to our Named Executive Officers during the fiscal year ended December 31, 2019.2020.