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Securities Exchange Act of 1934
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Yours sincerely, | |
Sheldon G. Adelson | |
Chairman of the Board | |
and Chief Executive Officer |
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1. To elect two directors to the Board of Directors for a three-year term; | |
2. To consider and act upon the ratification of the selection of our independent registered public accounting firm; and | |
3. To transact such other business as may properly come before the meeting or any adjournments thereof. |
By Order of the Board of Directors, | |
Bradley K. Serwin | |
General Counsel and Secretary |
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• | by notifying the Corporate Secretary of the revocation in writing; | |
• | by delivering to the Corporate Secretary a duly executed proxy card bearing a later date; or | |
• | by voting in person at the annual meeting. |
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• | each person known to us to be the beneficial owner of more than 5% of our Common Stock; | |
• | each named executive officer identified under “Executive Compensation and Other Information” below; | |
• | each of our directors; and | |
• | all of our executive officers and directors as a group. |
Beneficial Ownership(1) | ||||||||
Name of Beneficial Owner(2) | Shares | Percent (%) | ||||||
Sheldon G. Adelson(3)(4)(6)(7) | 207,022,482 | 58.4 | % | |||||
Sheldon G. Adelson 2005 Family Trust(4) | 184,841,045 | 52.2 | ||||||
Adelson Family Trusts(5) | 37,756,105 | 10.7 | ||||||
Sheldon G. Adelson 2002 Four Year LVSI Annuity Trust(6) | 17,013,961 | 4.8 | ||||||
Sheldon G. Adelson 2004 Two Year LVSI Annuity Trust(7) | 5,144,415 | 1.5 | ||||||
William P. Weidner(8) | 5,297,186 | 1.5 | ||||||
Bradley H. Stone(9) | 1,438,046 | * | ||||||
Robert G. Goldstein(10) | 1,502,806 | * | ||||||
Scott D. Henry(11) | 11,087 | * | ||||||
Charles D. Forman(5)(6)(7)(12) | 447,900 | * | ||||||
Michael A. Leven(12) | 3,133 | * | ||||||
James L. Purcell(12) | 4,918 | * | ||||||
Irwin A. Siegel(13) | 2,868 | * | ||||||
Irwin Chafetz(14) | 25,342 | * | ||||||
All executive officers and the directors of our Company as a group (12 persons)(15) | 215,764,825 | 60.9 | % |
* | Less than 1%. |
(1) | A person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of such securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, the sole voting and investment power with respect to the indicated shares of Common Stock. |
(2) | The address of each person named in this table is c/o Las Vegas Sands Corp., 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109. |
(3) | This amount includes options to purchase 22,961 shares of our Common Stock that are vested and exercisable. See footnotes (4) and (6) below. This amount excludes 37,756,105 shares of our Common Stock that Mr. Adelson transferred to four family trusts established by Mr. Adelson and over which he has no beneficial ownership. See footnote (5) below. |
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(4) | Mr. Adelson beneficially owns 184,841,045 shares of our Common Stock as trustee of the Sheldon G. Adelson 2005 Family Trust. Mr. Adelson retains sole dispositive and voting control over the shares in the trust. |
(5) | Mr. Adelson’s spouse, Dr. Miriam Adelson, and Mr. Forman, as trustees of the four family trusts, may each be deemed to beneficially own the 37,756,105 shares of our Common Stock held by the trusts. Dr. Adelson and Mr. Forman share dispositive and voting control over the shares in the trusts. Mr. Forman disclaims such beneficial ownership and this disclosure shall not be deemed an admission that Mr. Forman is a beneficial owner of such shares for any purpose. |
(6) | Mr. Adelson and Mr. Forman may each be deemed to beneficially own the 17,013,961 shares of our Common Stock held by the Sheldon G. Adelson 2002 Four Year LVSI Annuity Trust as a trustee of the trust. Mr. Adelson has sole dispositive control over the shares in the trust. Mr. Forman has sole voting control over the shares in the trust. Mr. Forman disclaims such beneficial ownership and this disclosure shall not be deemed an admission that Mr. Forman is a beneficial owner of such shares for any purpose. |
(7) | Mr. Adelson and Mr. Forman may each be deemed to beneficially own 5,144,415 shares of our Common Stock held by the Sheldon G. Adelson 2004 Two Year LVSI Annuity Trust as a trustee of the trust. Mr. Adelson has sole dispositive control over the shares in the trust. Mr. Forman has sole voting control over the shares in the trust. Mr. Forman disclaims such beneficial ownership and this disclosure shall not be deemed an admission that Mr. Forman is a beneficial owner of such shares for any purpose. |
(8) | This amount includes 23,479 shares of restricted stock and options to purchase 20,873 shares of our Common Stock that are vested and exercisable. This amount also includes 5,252,834 shares of our Common Stock that Mr. Weidner transferred to Weidner Holdings, LLC, a sole member limited liability company of which Mr. Weidner is the sole member manager. |
(9) | This amount includes 20,544 shares of restricted stock and options to purchase 18,264 shares of our Common Stock that are vested and exercisable. This amount excludes 1,667,087 shares that Mr. Stone transferred to The Stone Crest Trust and over which he has no voting or dispositive control. |
(10) | This amount includes 17,609 shares of restricted stock and options to purchase 15,655 shares of our Common Stock that are vested and exercisable. This amount also includes 1,221,091 shares of our Common Stock that Mr. Goldstein transferred to The Robert and Sheryl Goldstein Trust and 248,451 shares of our Common Stock that Mr. Goldstein transferred to The Robert G. Goldstein Grantor Retained Annuity Trust. Mr. Goldstein may be deemed to have beneficial ownership of all such shares. |
(11) | This amount includes 5,869 shares of restricted stock and options to purchase 5,218 shares of our Common Stock that are vested and exercisable. |
(12) | This amount includes 1,348 shares of restricted stock and options to purchase 1,670 shares of our Common Stock that are vested and exercisable. |
(13) | This amount includes options 1,348 shares of restricted stock and options to purchase 1,020 shares of our Common Stock that are vested and exercisable. |
(14) | This amount includes 1,348 shares of restricted stock and options to purchase 994 shares of our Common Stock that are vested and exercisable. |
(15) | This amount includes 80,110 shares of restricted stock and options to purchase 93,183 shares of our Common Stock that are vested and exercisable or will become vested and exercisable within 60 days. |
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First | ||||||||
Became a | ||||||||
Name (Age), Principal Occupation and Other Directorships | Director | Class | ||||||
William P. Weidner (61) | 2004 | II | ||||||
Mr. Weidner has been the President and Chief Operating Officer and a director of the Company since August 2004. He has been the President and Chief Operating Officer of the Company’s wholly owned operating subsidiary, Las Vegas Sands, LLC (formerly known as Las Vegas Sands, Inc.), since December 1995 and a director of Las Vegas Sands, LLC since August 2004. From 1985 to 1995, Mr. Weidner was President and Chief Operating Officer and served on the board of Pratt Hotel Corporation. From February 1991 to December 1995, Mr. Weidner was also the President of Pratt’s Hollywood Casino-Aurora subsidiary and from June 1992 until December 1995, he served on the board of the Hollywood Casino Corporation. Since September 1993, Mr. Weidner has served on the board of directors of Shorewood Packaging Corporation. Mr. Weidner directed the opening of Hollywood Casino, one of Chicago’s first riverboat casino hotels, New York City’s Maxim’s de Paris (now the Peninsula), and hotels in Orlando and Palm Springs | ||||||||
Michael A. Leven (68) | 2004 | II | ||||||
Mr. Leven has been a director of the Company since August 2004. He was a director of Las Vegas Sands, Inc. from May 2004 until July 2005. Mr. Leven has spent his entire 45-year career in the hotel industry. Mr. Leven is the founder, Chairman, Chief Executive Officer and President of U.S. Franchise Systems, Inc., which franchises the Microtel Inns & Suites and Hawthorn Suites brands. Mr. Leven formed U.S. Franchise Systems, Inc. in 1995. From 1990 to 1995, Mr. Leven was President and Chief Operating Officer of Holiday Inns Worldwide. From 1985 to 1990, he was president of Days Inn of America. Mr. Leven serves as director of Hersha Hospitality Trust. Mr. Leven serves on many other non-profit boards |
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First | ||||||||
Became a | ||||||||
Name (Age), Principal Occupation and Other Directorships | Director | Class | ||||||
Sheldon G. Adelson (72) | 2004 | III | ||||||
Mr. Adelson has been Chairman of the Board, Chief Executive Officer, Treasurer and a director of the Company since August 2004. He has been Chairman of the Board, Chief Executive Officer and a director of Las Vegas Sands, LLC since April 1988 when it was formed to own and operate the former Sands Hotel and Casino. Mr. Adelson has extensive experience in the convention, trade show, and tour and travel businesses. Mr. Adelson also has investments in other business enterprises. Mr. Adelson created and developed the COMDEX Trade Shows, including the COMDEX/ Fall Trade Show, which was the world’s largest computer show in the 1990s, all of which were sold to Softbank Corporation in April 1995. Mr. Adelson also created and developed The Sands Expo Center, which he grew into one of the largest convention and trade show destinations in the United States before transferring it to us in July 2004. He has been President and Chairman of Interface Holding since the mid-1970s and Chairman of our affiliate Interface Group-Massachusetts Inc. since 1990 | ||||||||
Irwin Chafetz (70) | 2005 | III | ||||||
Mr. Chafetz has been a director of the Company since March 2005. He was a director of Las Vegas Sands, Inc. from March until July 2005. Mr. Chafetz is a director of The Interface Group, a Massachusetts Business Trust which controls Interface Group-Massachusetts, LLC, a company that owns and operates GWV Vacations, New England’s largest charter tour operator, and Sunburst Vacations LLC, a national scheduled service tour operator. Mr. Chafetz has been associated with GWV Vacations and its predecessors since 1972. From 1989 to 1995, Mr. Chafetz was a vice president and director of Interface Group-Nevada, Inc., which owned and operated trade shows, including COMDEX, which at its peak was the largest American trade show with a presence in more than 20 countries, and also owned and operated The Sands Expo Center, the largest privately-owned convention center in the United States. From 1989 to 1995 Mr. Chafetz was also Vice President and a director of Las Vegas Sands, Inc. Mr. Chafetz has served on the boards of directors of many charitable and civic organizations and is a member of the Dean’s Advisory Council at Boston University School of Management and the Board of Trustees at Suffolk University | ||||||||
Charles D. Forman (59) | 2004 | I | ||||||
Mr. Forman has been a director of the Company since August 2004. He has been a director of Las Vegas Sands, LLC since March 2004. Mr. Forman has served as Chairman and Chief Executive Officer of Centric Events Group, LLC, a trade show and conference business since 2002. From 2000 to 2002, he served as a director of a private company and participated in various private equity investments. From 1995 to 2000, he held various positions with subsidiaries of Softbank Corporation. During 2000, he was Executive Vice President of International Operations of Key3Media, Inc. From 1998 to 2000, he was Chief Legal Officer of ZD Events Inc., a tradeshow business that included COMDEX, which was the largest tradeshow in the United States in the 1990s. From 1995 to 1998, Mr. Forman was Executive Vice President, Chief Financial and Legal Officer of Softbank Comdex Inc. From 1989 to 1995, Mr. Forman was Vice President and General Counsel of The Interface Group, a tradeshow and convention business that owned and operated COMDEX. Mr. Forman was in private law practice from 1972 to 1988 |
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First | ||||||||
Became a | ||||||||
Name (Age), Principal Occupation and Other Directorships | Director | Class | ||||||
James L. Purcell (76) | 2004 | III | ||||||
Mr. Purcell has been a director of the Company since July 2004. He was a director of Las Vegas Sands, Inc. from June 2004 until July 2005. Mr. Purcell was a partner at the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP from January 1964 through December 1999. Mr. Purcell has practiced law in Boca Raton, Florida, since his retirement from Paul, Weiss, Rifkind, Wharton & Garrison LLP. Mr. Purcell is a Director Emeritus of King’s College | ||||||||
Irwin A. Siegel (65) | 2005 | I | ||||||
Mr. Siegel has been a director of the Company since February 2005. He was a director of Las Vegas Sands, Inc. from February 2005 until July 2005. Mr. Siegel is a certified public accountant and was a partner (specializing in the hospitality industry) in the international accounting and consulting firm of Deloitte & Touche LLP from 1973 to 2003, when he retired. From 1996 through 1999 Mr. Siegel served as the CEO of the Deloitte operations in the former Soviet Union. Mr. Siegel has been working as a business consultant since 2003. Mr. Siegel has served on the boards of directors of many charitable and civic organizations and is the president of the Weinstein Hospice in Atlanta |
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• | our Audit Committee Charter; | |
• | our Compensation Committee Charter; | |
• | our Corporate Governance Guidelines; | |
• | our Code of Business Conduct and Ethics; and | |
• | our Statement on Reporting Ethical Violations. |
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• | the ethical standards and integrity in personal and professional dealings of the candidate; | |
• | the independence of the candidate under legal, regulatory and other applicable standards; | |
• | the diversity of the existing Board, so that we maintain a body of directors from diverse professional and personal backgrounds; | |
• | whether the skills and experience of the candidate will complement that of the existing Board; | |
• | the number of other public company boards of directors on which the candidate serves or intends to serve, with the expectation that the candidate would not serve on the boards of directors of more than three other public companies; | |
• | the ability and willingness of the candidate to dedicate sufficient time, energy and attention to ensure the diligent performance of his or her Board duties; | |
• | the ability of the candidate to read and understand fundamental financial statements and understand the use of financial ratios and information in evaluating the financial performance of the Company; | |
• | the willingness of the candidate to be accountable for his or her decisions as a director; | |
• | the ability of the candidate to provide wise and thoughtful counsel on a broad range of issues; | |
• | the ability and willingness of the candidate to interact with other directors in a manner that encourages responsible, open, challenging and inspired discussion; | |
• | whether the candidate has a history of achievements that reflects high standards; | |
• | the ability and willingness of the candidate to be committed to, and enthusiastic about, his or her performance for the Company as a director, both in absolute terms and relative to his or her peers; | |
• | whether the candidate possesses the courage to express views openly, even in the face of opposition; | |
• | the ability and willingness of the candidate to comply with the duties and responsibilities set forth in the Corporate Governance Guidelines and By-Laws of the Company; | |
• | the ability and willingness of the candidate to comply with the duties of care, loyalty and confidentiality applicable to directors of publicly traded corporations organized in our jurisdiction of incorporation; | |
• | the ability and willingness of the candidate to adhere to the Company’s Code of Business Conduct and Ethics, including, but not limited to, the policies on conflicts of interest expressed therein; and | |
• | such other attributes of the candidate and external factors as the Board deems appropriate. |
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Director Communications |
Board of Directors of Las Vegas Sands Corp. c/o Corporate Secretary 3355 Las Vegas Boulevard South Las Vegas, Nevada 89109 |
Audit Committee Communications |
Las Vegas Sands Corp. 3355 Las Vegas Boulevard South Las Vegas, Nevada 89109 Attention: General Counsel |
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Name | Age | Title | ||||
Sheldon G. Adelson | 72 | Chairman of the Board, Chief Executive Officer and Treasurer | ||||
William P. Weidner | 61 | President and Chief Operating Officer | ||||
Bradley H. Stone | 51 | Executive Vice President | ||||
Robert G. Goldstein | 50 | Senior Vice President | ||||
Scott D. Henry | 41 | Senior Vice President and Chief Financial Officer | ||||
Bradley K. Serwin | 45 | General Counsel and Secretary | ||||
Wesley D. Allison | 45 | Acting Chief Accounting Officer |
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Long Term Compensation | |||||||||||||||||||||||||
Annual Compensation | Restricted | Securities | All Other | ||||||||||||||||||||||
Stock Awards | Underlying | Compensation | |||||||||||||||||||||||
Name and Principal Position | Year | Salary($) | Bonus ($)(1) | ($)(2) | Options (#)(3) | ($)(4) | |||||||||||||||||||
Sheldon G. Adelson | 2005 | 1,009,615 | 2,576,697 | — | — | 100,000 | |||||||||||||||||||
Chairman of the Board, | 2004 | 1,557,692 | 30,000,000 | — | 91,843 | — | |||||||||||||||||||
Chief Executive | 2003 | 1,500,000 | 750,000 | — | — | — | |||||||||||||||||||
Officer and Treasurer | |||||||||||||||||||||||||
William P. Weidner | 2005 | 1,004,564 | 1,987,316 | 1,111,026 | — | 4,291 | |||||||||||||||||||
President and Chief | 2004 | 1,282,561 | 13,157,243 | — | 1,026,313 | 81,913 | |||||||||||||||||||
Operating Officer | 2003 | 1,187,648 | 885,980 | — | — | 186,464 | |||||||||||||||||||
Bradley H. Stone | 2005 | 999,805 | 1,321,977 | 972,142 | — | 13,708 | |||||||||||||||||||
Executive Vice President | 2004 | 1,026,049 | 12,606,033 | — | 780,172 | 26,798 | |||||||||||||||||||
2003 | 950,118 | 708,784 | — | — | 11,098 | ||||||||||||||||||||
Robert G. Goldstein | 2005 | 964,288 | 1,085,507 | 833,258 | — | 4,291 | |||||||||||||||||||
Senior Vice President | 2004 | 961,921 | 11,944,123 | — | 484,030 | 52,430 | |||||||||||||||||||
2003 | 890,736 | 664,485 | — | — | 66,181 | ||||||||||||||||||||
Scott D. Henry(5) | 2005 | 500,000 | 519,174 | 277,721 | — | 826 | |||||||||||||||||||
Senior Vice President | 2004 | 144,230 | 250,000 | — | 20,873 | 263 | |||||||||||||||||||
and Chief Financial | 2003 | — | — | — | — | — | |||||||||||||||||||
Officer |
(1) | Bonus amounts reflect bonuses earned for performance during the indicated year, regardless of when paid. Since our initial public offering, all bonuses have been approved by the Compensation Committee or its Performance Subcommittee, as applicable. The bonuses reported above in respect of 2005 were paid in February 2006. Due to an improper interpretation of their employment agreements, the bonus payments made to the named executives exceeded the bonuses earned by them under their respective employment agreements by the amounts set forth after their names as follows: Mr. Adelson ($876,697); Mr. Weidner ($712,316); Mr. Stone ($536,977); Mr. Goldstein ($458,257); and Mr. Henry ($219,174). On March 1, 2006, the Compensation Committee met to consider what action should be taken with respect to the overpayments. A majority of the Committee concluded that the outstanding performance of the Company in 2005 justified payment to the executives of supplemental bonuses equal to the overpayments made to each of them in February. James L. Purcell, a member of the Compensation Committee and of its Performance Subcommittee, dissented. In July 2004, we made one-time cash incentive payments to Messrs. Adelson, Weidner, Stone and Goldstein in the amounts of $30.0 million, $11.2 million, $10.2 million and $10.6 million, respectively. These incentive payments were paid to these executives for the significant value they created in connection with securing the financing of the Phase II mall and arranging for the sale of the Phase II mall. |
(2) | On January 11, 2006, we awarded shares of restricted stock under our 2004 Equity Award Plan to Messrs. Weidner, Stone, Goldstein and Henry in connection with their employment with our Company during 2005. The amounts shown in the table represent the market value of the shares of restricted stock, |
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based on the closing price of $47.32 per share of our Common Stock on the NYSE on the grant date. None of these individuals held any shares of restricted stock as of December 31, 2005. Based on the closing price of $39.47 per share of our Common Stock on the NYSE on December 30, 2005, Mr. Weidner held 23,479 shares of restricted stock having an aggregate value of $926,716; Mr. Stone held 20,544 shares of restricted stock having an aggregate value of $810,872; Mr. Goldstein held 17,609 shares of restricted stock having an aggregate value of $695,027; and Mr. Henry held 5,869 shares of restricted stock having an aggregate value of $231,649. Holders of shares of restricted stock are credited with any dividends that would be payable on the shares of Common Stock. Each of the awards of restricted stock vests in three equal installments, beginning on January 1, 2007. The unvested portion of each restricted stock award is subject to forfeiture upon termination of the holder’s employment. | |
(3) | Amounts reported include options granted in such years under our 1997 Plan and our 2004 Plan. No options were granted to the named executive officers during 2005. |
(4) | Amounts included in “All Other Compensation” are detailed in the following table. |
Group Term | ||||||||||||||||||||||||
401(k) Plan | Life Insurance | Airplane | ||||||||||||||||||||||
Named Executive Officer | Year | ($)(i) | ($)(ii) | Use ($)(iii) | Other ($)(iv) | Total ($)(v) | ||||||||||||||||||
Sheldon G. Adelson(vi) | 2005 | — | — | — | 100,000 | 100,000 | ||||||||||||||||||
2004 | — | — | — | — | — | |||||||||||||||||||
2003 | — | — | — | — | — | |||||||||||||||||||
William P. Weidner | 2005 | 3,465 | 826 | — | — | 4,291 | ||||||||||||||||||
2004 | 3,390 | 2,411 | 67,382 | 8,730 | 81.913 | |||||||||||||||||||
2003 | 3,390 | 2,322 | 171,555 | 9,197 | 186,464 | |||||||||||||||||||
Bradley H. Stone | 2005 | 3,465 | 826 | 9,417 | — | 13,708 | ||||||||||||||||||
2004 | 3,390 | 841 | 16,020 | 6,547 | 26,798 | |||||||||||||||||||
2003 | 3,390 | 810 | — | 6,898 | 11,098 | |||||||||||||||||||
Robert G. Goldstein | 2005 | 3,465 | 826 | — | — | 4,291 | ||||||||||||||||||
2004 | 3,390 | 841 | 43,834 | 4,365 | 52,430 | |||||||||||||||||||
2003 | 3,390 | 810 | 57,382 | 4,599 | 66,181 | |||||||||||||||||||
Scott D. Henry | 2005 | — | 826 | — | — | 826 | ||||||||||||||||||
2004 | — | 263 | — | — | 263 | |||||||||||||||||||
2003 | — | — | — | — | — |
(i) | Amounts listed are matching contributions made under The Venetian Casino Resort, LLC 401(k) Plan, which is a tax-qualified defined contribution plan that is generally available to our eligible employees. | |
(ii) | Amounts imputed as income in connection with our payment in the applicable year of a premium on group term life insurance, the insurance coverage being equal to two times base salary, up to a maximum of $500,000. This group term life insurance is generally available to all salaried employees. | |
(iii) | During 2003, 2004 and occasionally during 2005, our executive officers were provided with the opportunity to use airplanes that we own or lease for personal use, and the officer is deemed to have received the value of the airplane use. This value was calculated as being equal to the Company’s incremental cost of such use. | |
(iv) | Consists of (1) reimbursement of professional fees paid by Mr. Adelson pursuant to the terms of his employment agreement and (2) the value of imputed interest on a loan to each of Messrs. Weidner, Stone and Goldstein. All such loans have been repaid in full. | |
(v) | During each of 2003, 2004 and 2005, the executive officers participated in a group supplemental medical and accidental death and disability insurance program available only to certain of our senior officers. The supplemental insurance coverage is in excess of that coverage provided by our group medical plan and the aggregate program cost to us during each of 2003, 2004 and 2005 was $80,512, $54,194 and $48,234, respectively. |
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(vi) | Mr. Adelson reimburses the Company for the portion of the Company’s cost to provide security and automobiles to Mr. Adelson and his immediate family which the Company has determined to be the personal value to him as opposed to a business expense for the Company. Accordingly, Mr. Adelson did not receive personal compensation for security or automobiles and no personal compensation is shown in the table. |
(5) | Mr. Henry joined the Company in September 2004. |
Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Underlying Unexercised | In-the Money | |||||||||||||||||||||||
Options/SARs at | Options/SARs at | |||||||||||||||||||||||
FY-End (#) | FY-End ($)(a) | |||||||||||||||||||||||
Shares Acquired | ||||||||||||||||||||||||
Named Executive Officer | on Exercise | Value Realized ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Sheldon G. Adelson | — | — | 22,950 | 68,850 | $ | 240,287 | $ | 720,860 | ||||||||||||||||
William P. Weidner | — | — | 20,873 | 62,620 | 218,540 | 655,631 | ||||||||||||||||||
Bradley H. Stone | — | — | 18,264 | 54,793 | 191,224 | 573,683 | ||||||||||||||||||
Robert G. Goldstein | — | — | 15,655 | 46,965 | 163,908 | 491,724 | ||||||||||||||||||
Scott D. Henry | — | — | 5,218 | 15,655 | 54,632 | 163,908 |
(a) | Based on the per share price of our Common Stock at December 30, 2005 of $39.47. |
Las Vegas Sands, Inc. 1997 Fixed Stock Option Plan |
Las Vegas Sands Corp. 2004 Equity Award Plan |
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• | all outstanding options and equity (other than performance compensation awards) issued under the 2004 Plan shall fully vest; | |
• | performance compensation awards shall vest based on the level of attainment of the performance goals; and/or | |
• | outstanding awards may be cancelled and the value of the awards paid to the participants in connection with a change in control. |
Executive Cash Incentive Plan |
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Deferred Compensation Plan |
Number of | Number of Securities | |||||||||||
Securities to be | Remaining Available for | |||||||||||
Issued Upon | Weighted-Average | Future Issuance Under | ||||||||||
Exercise of | Exercise Price of | Equity Compensation | ||||||||||
Outstanding | Outstanding | Plans (Excluding | ||||||||||
Options, Warrants | Options, Warrants | Securities Reflected in | ||||||||||
Plan Category | and Rights | and Rights($) | Column(a)) | |||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation plans approved by security holders(1) | 2,097,960 | (2) | 29.83 | 24,227,152 | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 2,097,960 | 29.83 | 24,227,152 | (3) |
(1) | Our 1997 Plan and our 2004 Plan were approved by our stockholders prior to our initial public offering. |
(2) | This includes 2,097,960 options granted pursuant to our 2004 Plan and 0 options outstanding under our 1997 Plan and takes into account the forfeiture of options to purchase 381,843 shares in connection with employee separations. |
(3) | This includes only securities available for issuance pursuant to our 2004 Plan. As of December 20, 2004, no additional securities were available for grant under our 1997 Plan. |
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• | annual bonuses based on the attainment of certain performance targets pursuant to the Executive Cash Incentive Plan (as described above under “Executive Compensation and Other Information — Plans — Executive Cash Incentive Plan”); and | |
• | annual grants of options and, subject to the attainment of certain performance targets, restricted stock awards, pursuant, in each case, to our 2004 Plan (as described above under “Executive Compensation and Other Information — Plans — Las Vegas Sands Corp. 2004 Equity Award Plan”). |
• | his salary and base bonus for the rest of the term of his employment agreement (if the officer becomes employed elsewhere, we are obligated to pay the difference, if any, between 50% of the salary and bonus compensation earned in such other employment and the salary and base bonus payable under his employment agreement with us); | |
• | a pro rata annual supplemental bonus at the time the bonus would normally be paid; | |
• | full vesting of all unvested options and restricted stock outstanding on the date of termination; and | |
• | continued health and welfare benefits for the remainder of the term of the employment agreement (or, if earlier, until the executive officer receives health and welfare coverage with a subsequent employer). |
• | a lump sum payment of two times his salary plus base bonus for the year of termination; | |
• | full vesting of all unvested options and restricted stock awards outstanding on the date of termination; | |
• | a pro rata annual supplemental bonus for the year of termination; and |
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• | continued health and welfare benefits for two years following termination (or, if earlier, until the executive officer receives health and welfare coverage with a subsequent employer). |
• | continued payments of salary and base bonus, less any applicable disability short term insurance payments, for a period of twelve months following the date of termination; | |
• | accelerated vesting of options and restricted stock awards such that all such options and awards that would have vested during the twelve month period following the date of termination will become vested as of the date of termination; and | |
• | a pro rata annual supplemental bonus payable at the time the bonus would normally be paid. |
• | 0% if the termination was for cause or a voluntary termination (other than for good reason or retirement); | |
• | 331/3% if the termination was due to death or disability; and | |
• | 100% if the termination is by us without cause or by the executive for good reason or due to retirement. |
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• | Appropriate orientation. The total compensation package should be oriented toward variable and longer term elements (i.e. annual and long-term incentives and equity awards) as opposed to base salary. This “mix” of compensation elements is consistent with and supports the Company’s current business strategy and direction, focusing on long-term growth and expansion globally. In addition, this mix is consistent with gaming industry practice, further enhancing the Company’s ability to attract and retain needed industry talent to support this growth. | |
• | Competitive package and levels. The total compensation package and levels for Executive Officers should be competitive with the external marketplace. Competitive compensation levels are critical to attracting and retaining key executive talent. Through the compensation review, competitive pay levels were established for the Executive Officers relative to gaming industry peers on a size-adjusted basis. Further, the total compensation package was designed to be scalable — i.e. Executive Officer compensation levels and incentive opportunities will be commensurate with the Company’s growth and reflect its financial performance. | |
• | Performance-based. A majority of total compensation for Executive Officers should be based on Company results achieved relative to pre-determined performance objectives. In addition, compensation opportunities should reflect the Company’s high level of relative performance achieved. We believe Earnings Before Interest, Taxes, Depreciation, Amortization and Rents (EBITDAR) has a positive correlation with long-term stock price appreciation. As such, incentive and performance-based equity opportunities for Executive Officers are structured to deliver 75th percentile total compensation levels, contingent on achieving aggressive EBITDAR-based objectives. | |
• | Shareholder-aligned. Equity awards should represent a significant portion of total compensation. Senior executives already hold significant ownership in the Company. Consistent with the Company’s philosophy, equity should represent a significant ongoing portion of compensation for Executive Officers and other executives, and will serve as an important link between management and shareholder interests. Through the Company’s 2004 Plan, Executive Officers will receive a balance of stock options and performance-contingent restricted stock, targeted to deliver 75th percentile compensation levels if performance objectives are met. |
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• | Base salary. Base salary levels for Executive Officers are determined based on the individual experience, responsibilities and tenure of each executive, and are assessed relative to market levels. In the gaming industry, market-competitive levels of base salary for certain executive positions exceed $1 million, and historically Messrs. Adelson, Weidner and Stone have earned base salaries in excess of this amount. However, consistent with our compensation philosophy, and in order to maximize the tax deductibility of compensation, beginning in 2005 we limited base salaries for Executive Officers to $1 million. A performance-based incentive opportunity is identified for those Executive Officers impacted by this limit. | |
• | Short-term incentives. Executive Officers are eligible for annual, performance-based cash incentives under the Incentive Plan. Executives are eligible for two types of annual incentives: |
• | Base bonus — annual cash incentive earned and payable quarterly based on attainment of EBITDAR-based objectives. Payouts may range from $0 to a defined maximum opportunity specific to each executive. For example, during 2005 Mr. Adelson’s maximum base bonus opportunity was $500,000. | |
• | Annual supplemental bonus — annual cash incentive contingent on achievement of pre-determined annual financial performance objectives (primarily EBITDAR-based). A target bonus opportunity is defined for each executive, representing the incentive to be earned upon achieving the targeted level of EBITDAR-based performance. |
Threshold and maximum bonus opportunities are 60% and 160% of target respectively, and payable at threshold and maximum levels of EBITDAR-based performance, respectively. For example, for 2005 Mr. Adelson’s target supplemental bonus was 80% of his base salary plus base bonus opportunity, or $1,200,000. He may earn up to $2,400,000 if maximum performance objectives are attained. | |
Generally, the targeted supplemental bonus opportunities for Executive Officers are structured to deliver approximately 75th percentile total cash compensation (base salary plus incentives) upon achieving targeted EBITDAR-based performance. |
• | Long-term incentives (Equity Awards). Executive Officers are eligible for long-term, equity incentives under the Company’s 2004 Plan. A targeted total grant value (“incentive award”) is identified for each executive. Again, the award levels are structured to deliver approximately |
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75th percentile total compensation (base salary plus annual and long-term incentives) if targeted levels of financial performance are achieved. |
• | Nonqualified stock options — one half of the incentive award value is granted in the form of stock options, with the number of shares determined based on an estimate of the grant date Black-Scholes value of the award. The value of the award for each executive officer is set forth in his employment agreement. The options granted to Executive Officers upon the Company’s IPO constituted this portion of their equity incentive award for 2005. | |
• | Performance-based restricted stock — one half of the incentive award value will be granted as restricted stock early in the year following the year to which such grant relates, contingent upon attaining the targeted EBITDAR-based goals identified for the annual supplemental bonus plan. The value of the award for each executive officer is set forth in his employment agreement. The number of shares of restricted stock, if earned, are determined based on the Fair Market Value at grant, and restrictions will lapse ratably over the following 3 years. |
• | Special Supplemental Bonus. Due to an improper interpretation of their employment agreements, the Committee determined that the bonus payments made to the Executive Officers exceeded the bonuses earned by them under their respective employment agreements by the amounts set forth after their names as follows: Mr. Adelson ($876,697); Mr. Weidner ($712,316); Mr. Stone ($536,977): Mr. Goldstein ($458, 257); Mr. Henry ($219,174) and Mr. Serwin ($219,174). On March 1, 2006, the Committee met to consider what action should be taken with respect to the overpayments. A majority of the Committee concluded that the outstanding performance of the Company in 2005 justified payment to the executives of supplemental bonuses equal to the overpayments made to each of them in February. James L. Purcell, a member of the Committee and of its Performance Subcommittee, dissented. |
• | Base salary. As indicated above, Mr. Adelson’s base salary was $1,000,000. | |
• | Annual incentives. |
• | Base bonus — Mr. Adelson’s base bonus opportunity was $500,000, with the actual award earned contingent on EBITDAR-based performance throughout the year. The full award was earned during 2005. | |
• | Supplemental bonus — Mr. Adelson’s target supplemental bonus opportunity was $1,200,000, with the actual award earned contingent on EBITDAR-based performance achieved for the year. The full amount of the target supplemental bonus opportunity was earned during 2005. | |
• | Special Supplemental bonus — Mr. Adelson was awarded a special supplemental bonus in March 2006 with regard to 2005 performance in the amount of $876,697. |
• | Equity Awards. |
Mr. Adelson’s targeted total incentive award value for 2005 was $2,200,000. One half of this value was to have been granted in the form of stock options, having an estimated Black-Scholes value of $1,100,000, at the time the Company made its annual option grant to continuing employees (in 2006 this was in mid-January). And, because the Company’s 2005 EBITDAR-based performance targets were achieved, Mr. Adelson was also eligible to receive a further $1,100,000 in restricted stock in the |
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first quarter of 2006. Mr. Adelson waived his right to receive the stock options and restricted stock to which he was entitled in the first quarter of 2006. Such waiver does not affect his right to receive stock options and restricted stock to which he is entitled in the future under his employment agreement. |
Respectfully submitted, | |
Charles D. Forman, Chair | |
Irwin Chafetz | |
Michael A. Leven | |
James L. Purcell |
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1. | The adequacy of the Company’s internal controls and financial reporting process and the reliability of the Company’s financial statements; | |
2. | The independence and performance of the Company’s internal auditors and independent registered public accounting firm; and | |
3. | The Company’s compliance with legal and regulatory requirements. |
Respectfully submitted, | |
Irwin A. Siegel, Chairman | |
Michael A. Leven | |
James L. Purcell |
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% of Services | ||||||||||||
Approved by Audit | ||||||||||||
2004 | 2005 | Committee | ||||||||||
Audit Fees | $ | 2,028,136 | $ | 2,608,786 | 100 | % | ||||||
Audit Related Fees | $ | 49,206 | $ | 33,898 | 100 | % | ||||||
Tax Fees | $ | 112,781 | $ | 172,260 | 100 | % | ||||||
All Other Fees | $ | — | $ | — | 100 | % |
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Cumulative Total Return | ||||||||||||
12/15/04 | 12/31/04 | 12/31/05 | ||||||||||
Las Vegas Sands Corp. | $ | 100.00 | $ | 103.09 | $ | 84.77 | ||||||
S&P 500 | $ | 100.00 | $ | 103.40 | $ | 108.48 | ||||||
Peer Group | $ | 100.00 | $ | 104.38 | $ | 102.83 |
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Redeemable Preferred Interest |
Cooperation Agreement |
Administrative Services Agreement |
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Hotel Service Agreement |
Preferred Reservation System Agreement |
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• | indemnify those of our stockholders who were stockholders of Las Vegas Sands, Inc. prior to the 2004 initial public offering against certain tax liabilities incurred by these stockholders as a result of adjustments (pursuant to a determination by, or a settlement with, a taxing authority or court, or pursuant to the filing of an amended tax return) to the taxable income of Las Vegas Sands, Inc. with respect to taxable periods during which Las Vegas Sands, Inc. was a subchapter S corporation for income tax purposes; and | |
• | indemnify Mr. Adelson against certain tax liabilities incurred by Mr. Adelson as a result of adjustments (pursuant to a determination by, or a settlement with, a taxing authority or court, or pursuant to the filing of an amended tax return) to the taxable income of Interface Holdings with respect to taxable periods during which Interface Holdings was a subchapter S corporation for income tax purposes. |
Time Sharing Agreement |
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Aviation and Related Personnel |
Gulfstream Agreements |
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I. | Purpose |
II. | Organization |
III. | Meetings |
A-1
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IV. | Authority and Responsibilities |
A-2
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A-3
Table of Contents
A-4
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V. | Former Employees of the Independent Auditors |
VI. | Resources |
A-5
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ANNUAL MEETING OF STOCKHOLDERS OF
LAS VEGAS SANDS CORP.
June 7, 2006
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
â Please detach along perforated line and mail in the envelope provided.â
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” ITEM 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
FOR | AGAINST | ABSTAIN | ||||||||||||||
1. Election of Directors: | 2. To consider and act upon the ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm. | o | o | o | ||||||||||||
NOMINEES: | ||||||||||||||||
o | FOR ALL NOMINEES | ¡ | William P. Weidner | 3. To transact such other business as may properly come before the meeting or and adjournments thereof. | o | o | o | |||||||||
¡ | Michael A. Leven | |||||||||||||||
o | WITHHOLD AUTHORITY | |||||||||||||||
FOR ALL NOMINEES | ||||||||||||||||
o | FOR ALL EXCEPT (See instructions below) | This Proxy will be voted as specified herein; if no specification is made, this Proxy will be voted for Items 1 and 2. Consenting to receive all future annual meeting materials and stockholder communications electronically is simple and fast! Enroll today at www.amstock.com for secure online access to your proxy materials, statements, tax documents and other important stockholder correspondence. | ||||||||||||||
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here: l | TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. | |||||||||||||||
I Plan to attend meeting. | o | |||||||||||||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o | |||||||||||||||
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
Table of Contents
of
LAS VEGAS SANDS CORP.
June 7, 2006
10:00 a.m. (Las Vegas Time)
The Venetian Resort-Hotel-Casino
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
This ticket must be presented at the door for entrance to the meeting.
Stockholder Name: | ||||
oWITHSPOUSE/SIGNIFICANT OTHER | oWITHOUTSPOUSE/SIGNIFICANT OTHER |
1. | To elect two directors to the Board of Directors for a three-year term; | |
2. | To consider and act upon the ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm; | |
3. | To transact such other business as may properly come before the meeting or any adjournments thereof. |
1 n |
June 7, 2006
Solicited on Behalf of the Board of Directors
n | 14475 n |