Boyd Gaming : Report of unscheduled material events or corporate event

Form 8-K-Board of Directors Appointment-January 2015

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________________________________ 

FORM 8-K

____________________________________________________________________ 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 23, 2015 (January 16, 2015)

____________________________________________________________________ 

Boyd Gaming Corporation

(Exact Name of Registrant as Specified in its Charter)

____________________________________________________________________ 

Nevada		001-12882		88-0242733
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

3883 Howard Hughes Parkway, Ninth Floor

Las Vegas, Nevada 89169

(Address of Principal Executive Offices, Including Zip Code)

[phone]

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On January 16, 2015, Boyd Gaming Corporation (the "Company") appointed Paul W. Whetsell and John R. Bailey as independent members of its Board of Directors, effective as of January 19, 2015.

Mr. Whetsell has served as the President and CEO of Loews Hotels Holding Corporation since January 2012. From 2006 until January 2012, Mr. Whetsell was the president and chief executive officer of Capstar Hotel Company. From August 1998 until May 2006, Mr. Whetsell served as the Chairman and CEO of Meristar Hospitality Corporation, and as the Chairman of Interstate Hotels and Resorts, Inc. ("Interstate") from August 1998 until March 2009. From August 1998 until October 2003, he also served as the CEO of Interstate and its predecessor. He also serves on the board of NVR, Inc., a publicly traded company, CMR Associates, the Cystic Fibrosis Foundation and Dolphin Capital Opportunities. Mr. Whetsell is a member of the American Hotel & Lodging Association's Industry Real Estate and Financing Advisory Council, and previously served on the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT).

Mr. Bailey is managing partner of Bailey Kennedy, a Las Vegas law firm. Mr. Bailey has more than 30 years of legal experience, with a particular focus on commercial corporate litigation, healthcare law and gaming law. Prior to founding his law firm in 2001, Bailey was an associate and shareholder with Lionel Sawyer & Collins, previously Nevada's largest law firm. Bailey has served in board positions with a wide range of community organizations over the last 15 years, including the Nevada State Athletic Commission, the Nevada State Bar, Big Brothers and Big Sisters of Nevada, the Public Education Foundation, the College of Southern Nevada, and the Andre Agassi Preparatory Academy. He also previously served on the Board of Directors of SHFL Entertainment, Inc., a publicly traded company.

Mr. Whetsell and Mr. Bailey will be eligible to receive the standard compensation paid to outside directors as described in the Company's Proxy Statement filed on Schedule 14A on March 25, 2014. Mr. Whetsell and Mr. Bailey have not yet been appointed to any committees of the Board.

In connection with their appointments, Mr. Whetsell and Mr. Bailey will enter into the Company's standard form of directors and officers indemnification agreement ("Indemnification Agreement"). The form of Indemnification Agreement was filed as an exhibit to the Company's Registration Statement on Form S-1 (File No. 33-64006).

No "family relationship," as that term is defined in Item 401(d) of Regulation S-K, exists among Mr. Whetsell or Mr. Bailey, on the one hand, and any of the Company's directors or executive officers, on the other hand.

A copy of the Company's press release announcing the appointment of Mr. Whetsell and Mr. Bailey is furnished as Exhibit 99.1 hereto.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release issued on January 22, 2015 by Boyd Gaming Corporation.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 23, 2015			Boyd Gaming Corporation
			/s/ Josh Hirsberg
			Josh Hirsberg
			Senior Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release issued on January 22, 2015 by Boyd Gaming Corporation.

Exhibit 99.1 - Press Release

Exhibit 99.1

Financial Contact:

Josh Hirsberg

[phone]

[e-mail]

Media Contact:

David Strow

[phone]

[e-mail]

BOYD GAMING APPOINTS PAUL WHETSELL, JOHN BAILEY

TO BOARD OF DIRECTORS

LAS VEGAS - JANUARY 22, 2015 - Boyd Gaming Corporation (NYSE: BYD) today announced that Paul Whetsell and John Bailey have been appointed to its Board of Directors.

Whetsell is President and Chief Executive Officer of Loews Hotels & Resorts, owner and operator of 22 upscale hotels and resorts across the United States and Canada. Bailey is managing partner of Bailey Kennedy, a Las Vegas law firm specializing in corporate and gaming law.

"Paul and John are outstanding additions to an already distinguished Board of Directors," said Bill Boyd, Executive Chairman of Boyd Gaming. "With almost four decades of experience in the hospitality industry, Paul will be an invaluable advisor to our Company as we continue to execute on our long-term growth strategy. And as one of Nevada's most respected attorneys, John will further strengthen our legal expertise on the Board. We are pleased to welcome John and Paul to the Board, and we look forward to working with them in creating value for all Boyd Gaming shareholders."

With more than 35 years of experience in the hospitality industry, Whetsell was named President and CEO of Loews Hotels in January 2012. Previously, he was President and CEO of CapStar Hotel Company, which he founded in 1987. Whetsell served as Chairman and CEO of Meristar Hospitality Corporation, a spinoff of CapStar, until 2006, and was Chairman and CEO of Interstate Hotels & Resorts until 2003, remaining Chairman until 2009. Whetsell is a member of the Board of Directors of the American Hotel & Lodging Association, and serves on the Association's Industry Real Estate and Financing Advisory Council. He is also a past member of the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT). Whetsell currently serves on the Board of Directors of NVR, Inc., a multistate homebuilding and mortgage banking company traded on the New York Stock Exchange, and the national Board of Trustees of the Cystic Fibrosis Foundation.

Bailey has more than 30 years of legal experience, with a particular focus on commercial corporate litigation, healthcare law and gaming law. His clients include many of Nevada's largest healthcare providers, as well as prominent travel and tourism leaders. Prior to founding his law firm in 2001, Bailey was an associate and shareholder with Lionel Sawyer & Collins, previously the state's largest law firm. Bailey was previously a member of the Board of Directors of SHFL Entertainment, Inc., and was Chairman

of its Governance Committee. He has also served in board positions of a wide range of regulatory and community importance over the last 15 years, including as Chairman and a Commissioner of the Nevada State Athletic Commission. He currently serves as Chairman of the Nevada State Bar Moral Character and Fitness Committee; Chairman of the Governing Board of the Andre Agassi College Preparatory Academy; member of the Board of Directors of the Council for a Better Nevada; and member of the Board of Directors of the Las Vegas Global Economic Alliance.

About Boyd Gaming

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) is a leading diversified owner and operator of 22 gaming entertainment properties located in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi and New Jersey. Boyd Gaming press releases are available at www.prnewswire.com. Additional news and information on Boyd Gaming can be found at www.boydgaming.com.