20232024 NOTICE OF ANNUAL MEETING & PROXY STATEMENT

TO THE STOCKHOLDERS OF BOYD GAMING CORPORATION:

You are invited to attend our 20232024 Annual Meeting of Stockholders, which will be held on May 4, 20239, 2024 at 1:00 p.m., Pacific Daylight Time. This year’s Annual Meeting will be conducted virtually via a live audio webcast. Our executive corporate offices, located at 6465 South Rainbow Boulevard in Las Vegas, Nevada, will serve as the statutory location from which the Annual Meeting will be hosted. However, you will only be able to attend the Annual Meeting, submit your questions and vote online during the meeting via electronic communication at http://www.virtualshareholdermeeting.com/BYD2023BYD2024. By logging into this site, you will be deemed present at the Annual Meeting. Our stockholders will consider and vote on the following matters at the Annual Meeting:

The foregoing items of business are more fully described in the proxy statement attached to and made part of this notice.

Our board of directors has fixed the close of business on March 10, 202312, 2024 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 mailing a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) instead of a paper copy of this proxy statement and our 20222023 Annual Report to stockholders. The Internet Availability Notice contains instructions on how to access those documents over the internet and on how to request a paper copy of our proxy materials, including this proxy statement, our 20222023 Annual Report and a form of proxy card or voting instruction card, as applicable. All stockholders who have previously requested a paper copy of the proxy materials by mail will receive a paper copy rather than the Internet Availability Notice.

All stockholders are invited to attend the virtual Annual Meeting conducted via live audio webcast. However, whether or not you expect to attend the Annual Meeting 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 mail your proxy card or vote by telephone or online, you may still decide to attend the Annual Meeting and vote your shares in person.

By Order of the Board of Directors

Marianne Boyd Johnson

Co-Executive ChairExecutive Chairman

Las Vegas, Nevada

March 22, 20232024

TABLE OF CONTENTS

SUMMARY

Our Board of Directors (“Board”) is soliciting proxies for our 20232024 Annual Meeting of Stockholders. This summary highlights information you will find in this proxy statement. We encourage you to review the entire proxy statement before you vote, as this is only a summary.

HOW TO VOTE

AGENDA AND VOTE RECOMMENDATIONS:RECOMMENDATIONS

In this proxy statement:

		1

Our Approach to

Business: Boyd Style

Founded in 1975, we are a leading geographically diversified operator of 28 gaming entertainment properties in ten states, and manager ofwe successfully manage a tribal casino in northern California. We are also a strategic partner and 5% equity owner of FanDuel Group, the nation’s leading online sports betting operator. Boyd Gaming isWe are built on a philosophy we call “Boyd Style”, which means sharing our success with others, treating our stakeholders with respect and honesty, and making sureworking to make our home communities are better places because we are a part of them. We believe our commitment to Environmental,Corporate Social and Corporate GovernanceResponsibility (“ESG”CSR”) initiatives supports and enhances our ability to create long-term stockholder value.

OUR ESGCSR PILLARS

		2

EFFECTIVE

GOVERNANCE

With one of the most experienced leadership teams in the casino industry, we pride ourselves on offering our guests an outstanding entertainment experience, delivered with unwavering attention to customer service. We fulfill this mission while demonstrating the highest level of integrity, which starts in the boardroom and carries through to each of our properties. Through teamwork, respect, and a disciplined approach to executing on our goals, we strive to maximize stockholder value, to be a leader in our industry, and to provide meaningful opportunities for our employees and throughout our communities.

As part of its ongoing commitment to good corporate governance, the Board has adopted Corporate Governance Guidelines setting forth the Board’sits corporate governance practices and has adopted written charters for each of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee. The Board has also adopted our Code of Business Conduct and Ethics that includes policies for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. The Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, Governance and Nominating Committee Charter, and Code of Business Conduct and Ethics referenced above are each available in the “Investors – Governance” section of our website at www.boydgaming.com.

Web links throughout this document are provided for convenience only and are not intended to be active hyperlinks to the referenced websites. Information contained on our website is not part of this proxy statement.

CORPORATE GOVERNANCE HIGHLIGHTS

We continually review our governance practices with a focus on promoting our commitment to delivering long-term stockholder value, strengthening the Board’s accountability, and maintaining a high level of public trust in our Company.Boyd Gaming.

		5

BOARD QUALIFICATIONS AND EXPERIENCE

The Corporate Governance and Nominating Committee annually performs an assessment of our Board’s composition with a view that diversity, inclusive of gender, race and experience, is a critical component of sound corporate governance. The following outlines a subset of the attributes of our independent directors identified during the assessment.

* Includes all independent and non-independent members running for re-election.

DIRECTOR NOMINEES

		6

After many years of distinguished service, William S. Boyd will be retiring from the Board on May 4, 2023 at the expiration of his current term. At such time the Board will appoint him as Chairman Emeritus of the Company, although he will not be a member of the Board.

Our Board held a total of eightnine meetings during 2022.2023. Each of our current directors attended at least 75% of the Board meetings and the committees of the Board on which the director served that were held during the applicable period of service. We encourage, but do not require, our directors to attend our annual stockholder meetings. Each of our directors attended the 20222023 annual meeting of stockholders.

Identifying and Evaluating Director Nominees

Our Corporate Governance and Nominating Committee uses a variety of methods to identify and evaluate director nominees. Candidates may come to the attention of the Corporate Governance and Nominating Committee via our current Board members, professional search firms, stockholders or other persons. These candidates will be evaluated by our Corporate Governance and Nominating Committee and may be considered at any point during the year.

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 serves the interests of our stockholders. We believe that

		9

having diverse skills, experiences and perspectives represented on the Board maximizes stakeholder value. The Committee may consider the following elements, among others, when evaluating director nominees:

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

Stockholders may also recommend a director candidate for consideration by submitting a recommendation to the Corporate Governance and Nominating Committee Chair, c/o our Corporate Secretary, at 6465 South Rainbow Boulevard, Las Vegas, Nevada 89118, no later than 60 days prior to the date of the 20242025 Annual Meeting of Stockholders. Such notice must include the candidate’s name, biographical data, relationship to the stockholder and other relevant information. Stockholders may nominate director candidates for election by following the timing, eligibility, procedural and any other requirements set forth in our Amended and Restated Bylaws as described further in Stockholder Proposals; Proposals—Other Matters.

Director Independence

Our Corporate Governance Guidelines require that our Board consist of a majority of independent directors consistent with the New York Stock Exchange (“NYSE”) listing standards. These standards require the Board to determine, among other things, that our independent directors have no material relationship with Boyd Gaming other than as a director. The Board considers all known relevant facts and circumstances about the relationships bearing on the independence of a director or nominee and also considers sales and purchases of products and services in the ordinary course of business between Boyd Gaming and other companies where a director or immediate family member may have a relationship.

Applying these standards, each of the following individuals is considered an “independent director”:

Board Leadership Structure and Role in Risk Oversight

Our Board is responsible for company-wide risk oversight, with our senior management bearing primary responsibility for managing these risks. The Board has separated the positions of ChairChairman and CEO because it believes that the separation of the positions best enables the Board to ensure that our businesses, risks, opportunities and affairs are managed effectively and in the best interests of our stockholders. The Board’s oversight functions are primarily coordinated through each of our Board committees. Each of the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee receives regular updates from management and works with management to assess potential risk exposures and understand the controls in place to mitigate potential impacts of such risks. In turn, our Board committees report to the full Board at least four times per yearregularly regarding their respective areas of risk oversight responsibilities.

		10

Gaming and Regulatory Risk Management: We take our duty to be a responsible member of the gaming industry seriously. Our Corporate Compliance Committee oversees our Company’s gaming and regulatory compliance programs, which include gaming operations, government regulations, and financial crime prevention such as anti-money laundering (AML) compliance and procedures. To ensure proper visibility and transparency, the Corporate Compliance Committee is chaired by a member of our Board of Directors who provides regular reports of each meeting directly to the Corporate Governance and Nominating Committee.

		10

The following table sets forth the compensation earned for director services by each non-employee director during the fiscal year ended December 31, 2022.2023.

		13

COMPENSATION

DISCUSSION

AND ANALYSIS

Our named executive officers (“NEOs”) for the fiscal year ended December 31, 20222023 are:

Our Compensation Philosophy

We areremain focused on generating sustainable value for our stockholdersthrough continued revenue and EBITDAR growth while maintaining operating margins at competitive levels. We continue to do so by demonstrating operational excellence, delivering positive financial results,focusing on our core customer, and maintaining a diversified portfolio.

We achieved these goals by delivering record revenue and EBITDAR performance, which was attributable to strong growth from our online and managed businesses along with continued strength in core customer play and non-gaming revenues. We also maintained a disciplined yet forward-looking approach to capital deploymentallocation as we continued our quarterly share repurchases and dividend program, while keeping our focus on maintaining a strong balance sheet and an eye toward strategic opportunities. We also value our commitment to both creating and returning capitalvalue to our stockholders.

We were able to achieve our 2022 goals of sustaining operating momentumshareholders, and achieving record revenue and EBITDAR performance, all while maintaining efficiency as indicated by our favorable operating margins. We remain focused on growing revenues and building loyalty among our core customers while successfully managing expenses. We also took an important step forward in our online growth strategy, marked by our acquisition of Pala Interactive, which gives us the talent and technology towe continue to buildfocus on a successful online casino business. balanced approach as we look toward future growth.

We also continued progress on our ESGCSR and diversity initiatives, which included reducing energy consumptionpromoting waste reduction and natural resources and lowering carbon emissions compared to our 2017 baseline, promoting a companywide waste diversion program, and continuing progress in the area of diversity of our workforce.workforce, vendors, and service providers.

We seek to align the compensation packages of our NEOs with this long-term strategy. To achieve this, we tie a meaningful portion of compensation to achieving predetermined goals and reward individual contributions to our overall success. Our pay principles are structured to appropriately balance achievement of short- and long-term goals and promote our philosophy of being innovative yet disciplined. Mr. Smith’s 20222023 compensation was allocated as follows:

		14

We seek to align executive interests with our stockholders and all stakeholders by setting performance incentives that provide a clear path to achieving long-term value. This philosophy carries into our executive pay design in the following ways:

We believe our NEO compensation packages are 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.industries. Our compensation consultant, Exequity, assists us in conducting peer group analyses with a view toward establishing NEO total compensation that is competitive with our peers. The peer group considered for purposes of setting 20222023 pay consisted of the following: Bally’s Corporation; Caesars Entertainment Corp.; Churchill Downs, Inc.; Golden Entertainment; Las Vegas Sands Corp.; MGM Resorts International; Penn National Gaming, Inc.; Red Rock Resorts, Inc.,; Travel + Leisure Co.; Wynn Resorts, Ltd.; Extended Stay America, Inc.; Hilton Grand Vacations, Inc.; Hyatt Hotels Corp.; Marriott Vacations Worldwide Corporation; Scientific Games Corporation;Light & Wonder, Inc.; Six Flags Entertainment Corp.; and Vail Resorts, Inc.

Short-Term Performance Incentives

We believe our management team’s focus on executing on our strategy and commitment to sustaining operating momentumgrowth, operational efficiencies, and maintaining operational efficienciesbalanced capital allocation has allowed Boyd Gaming to successfully achieve record Company financial results.

The Compensation Committee continued its philosophy of executing on a measured approach to 20222023 compensation, approving a design for the short-term incentive program based on a twelve-month performance period that considered a mix of Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent (“Adjusted EBITDAR”)¹ and demonstrating meaningful progress toward achieving the Company’s diversityachievement of CSR and ESG Initiatives.Diversity initiatives.

Maximum payout under the short-term incentive plan is capped at 200% of target. Actual 20222023 Adjusted EBITDAR equaled $1,390,509,$1,394,791, which resulted in 98.9% achievement under the plan,performance at 102.1% of target, and the Compensation Committee determined the Company’s achievement of ESGperformance with respect to CSR and Diversity growthinitiatives to be at 110%.102.1% of target. This resulted in a blended payout under the short-term incentive plan of 100%108.4%, which was paid entirely in 2023.2024.

		15

Long-Term Performance Incentives

We believe long-term compensation should serve both as an incentive for achieving longer term Company performance goals and as a retention tool for our executives. We also believe that stock price appreciation and ownership in the Company are valuable incentives that align executive and stakeholder interests. Our NEOs receive long-term incentive compensation in the form of RSUs, Performance Shares and Career Shares. Our Annualannual long-term incentive grants to our NEOs are comprised 50% of RSUs and 50% of Performance Shares. Long-term incentivesTime-based RSU grants and performance share grants for the 20222023 target period were granted as follows:

Performance Shares: Performance Share grants comprise approximately 50% of an executive’s annual2023 long-term compensation. In February 2022,2023, the Compensation Committee granted target Performance Shares as follows:

2021-2023 performance period results:Performance Share achievement with respect to the 2020-20222021-2023 performance period was measured by Net Revenue growth and Adjusted EBITDAR, growth,weighted at 75%, and return on invested capital (“ROIC”), weighted at 25%. Achievement was based on two separate twelve-month performance periods, with possible achievement ranging from 0% to a maximum of 200%. Company performance for this periodthe two twelve-month performance periods resulted in a blended payout at 200%194%.

RSUs: Time-based RSU grants comprise the remaining approximate 50% of an executive’s annual long-term compensation.compensation and vest over a three-year period. In February 2022,2023, the Compensation Committee granted target RSUs as follows:

Career Shares Program:

Our NEOs participate in our Career Shares Program, which provides for additional capital accumulation opportunities for retirement and is intended to reward long-service executives. The Career Shares Program provides for the grant of RSUs (“Career RSUs” or “Career Shares”) under our Stock Incentive Plan to senior management, including each of our Named Executive Officers. Each Career RSU entitles a holder to one share of restricted common stock, except that Career RSUs do not have voting rights and do not entitle the holder to

		16

receive dividends. To receive any payout under the Career Shares Program, grantees must be at least 55 years of age and must have been continually employed by us for a minimum of ten years. Retirement after ten years of service will entitle a grantee to 50% of his or her Career RSUs. The amount increases to 75% after 15 years and 100% following 20 years of employment. Each NEO receivesreceived an annual grant of Career Shares equal to 15% of his base salary.salary in 2023. As of December 31, 2023, Messrs. Smith, Thompson, and Boyd were 100% vested in each of their respective Career RSUs, Messrs. Hirsberg and Bogich were 75% vested, and Mr. Clinton was entirely unvested. The Career Shares may be converted to common stock only at separation of service from the Company and are subject to vesting as outlined in “Grants of Plan-Based Awards”.

		16

In addition, our equity award agreements provide that, in addition to being subject to the Company’s clawback policy, the awards may be subject to forfeiture or recoupment if the award recipient violates restrictive covenants or company policies or otherwise engages in activity that has caused, or could reasonably be expected to cause, significant economic or reputational harm to the Company.

The Company intends to adopt aWe will administer our clawback policy consistentconsistently with the requirements of the Exchange Act Rule 10D-1 after and any related rules or regulations adopted by the New York StockSecurities and Exchange releases final listing standards in accordance with such rule.Commission or the NYSE or other applicable laws.

Anti-Hedging Policy

Our NEOs are subject to Company policies that prohibit them from entering into hedging or monetization transactions involving the Company’s securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, exchange funds or otherwise.

Leadership Transition

After many years of distinguished service, William S. Boyd will be retiring from the Board on May 4, 2023 at the expiration of his current term. Mr. Boyd co-founded Boyd Gaming with his father in 1975, beginning with one hotel and casino in Las Vegas and becoming one of the largest casino entertainment companies in the United States. The Company has grown and thrived under Mr. Boyd’s leadership, and he will leave behind a legacy of integrity, philanthropy, service and excellence.

At the expiration of his term, the Board will appoint Mr. Boyd as Chairman Emeritus of the Company, although he will not be a member of the Board. In his capacity as Chairman Emeritus, Mr. Boyd will be entitled to (i) office space and administrative support, (ii) reimbursement of reasonable business expenses, (iii) an annual salary of $900,000, and (iv) medical and other benefits in accordance with our programs and policies. Mr. Boyd will not be eligible to participate in any of the Company’s annual or long-term bonus or incentive programs.

Compensation Committee Report

We have reviewed and discussed with management the Compensation Discussion and Analysis. Based on our review and discussions, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Peter M. Thomas, Chair

Paul W. Whetsell

John R. Bailey

Members, Compensation Committee

		18

COMPENSATION TABLES

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, 2020, 2021, 2022, and 20222023 by each of our NEOs.

		19

Grants of Plan-Based Awards

The following table sets forth information regarding each grant of an award made under our incentive plans to our NEOs during the fiscal year ended December 31, 2022.2023.