<PAGE> 1
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
BOYD GAMING CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 13, 1997
The Annual Meeting of Stockholders (the "Annual Meeting") of Boyd Gaming
Corporation, a Nevada corporation (the "Company"), will be held at the Stardust
Resort and Casino, 3000 Las Vegas Boulevard South, Las Vegas, Nevada 89109, on
Thursday, November 13, 1997 at 11:00 a.m. local time for the following purposes:
1. To elect three Class III directors of the Company to serve until the
2000 Annual Meeting of Stockholders or until their successors are duly
elected and qualified;
2. To ratify the appointment of Deloitte & Touche LLP as the independent
auditors for the Company for the fiscal period ending December 31,
1997; and
3. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
The foregoing items of business, including the nominees for directors, are
more fully described in the Proxy Statement which is attached and made a part of
this notice.
The Board of Directors has fixed the close of business on September 30,
1997 as the record date for determining the stockholders entitled to notice of
and to vote at the Annual Meeting and any adjournment or postponement thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, whether or not you expect to attend the Annual Meeting in
person, you are urged to mark, sign, date and return the enclosed proxy card as
promptly as possible in the postage-prepaid envelope provided to ensure your
representation and the presence of a quorum at the Annual Meeting. If you send
in your proxy card and then decide to attend the Annual Meeting to vote your
shares in person, you may still do so. Your proxy is revocable in accordance
with the procedures set forth in the Proxy Statement.
By Order of the Board of Directors,
[SIG]
WILLIAM S. BOYD
Chairman of the Board
and Chief Executive Officer
Las Vegas, Nevada
October 14, 1997
<PAGE> 3
BOYD GAMING CORPORATION
2950 SOUTH INDUSTRIAL ROAD
LAS VEGAS, NEVADA 89109
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished to stockholders of Boyd Gaming
Corporation, a Nevada corporation (the "Company"), in connection with the
solicitation by the Board of Directors of the Company (the "Board") of proxies
in the enclosed form for use in voting at the Annual Meeting of Stockholders
(the "Annual Meeting") of the Company to be held on Thursday, November 13, 1997
at 11:00 a.m., local time, at the Stardust Resort and Casino, 3000 Las Vegas
Boulevard South, Las Vegas, Nevada 89109, and any adjournment or postponement
thereof. The shares represented by the proxies received, properly marked, dated,
executed and not revoked will be voted at the Annual Meeting.
These proxy solicitation materials are being mailed to stockholders on or
about October 14, 1997.
VOTING AND SOLICITATION
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the Inspector of Elections. The Inspector of Elections will also determine
whether or not a quorum is present. The presence, in person or by proxy, of the
holders of a majority of the shares of Common Stock issued and outstanding is
necessary to constitute a quorum at the meeting. Shares represented at the
meeting in person or by proxy but not voted will nevertheless be counted for
purposes of determining the presence of a quorum. Accordingly, abstentions and
broker non-votes (shares as to which a broker or nominee has indicated that it
does not have discretionary authority to vote) on a particular matter, including
the election of directors, will be treated as shares that are present and
entitled to vote for purposes of determining the presence of a quorum but will
be treated as not voted for purposes of determining the decision of stockholders
with respect to such matter. Under the rules of the New York Stock Exchange (the
"Exchange"), certain matters submitted to a vote of stockholders are considered
by the Exchange 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 prior to the meeting. On
those matters which the Exchange determines to be "non-routine," brokerage firms
that have not received instructions from their customers would not have
discretion to vote. In the election of directors, the three nominees for Class
III directors who receive the greatest number of affirmative votes within that
class will be elected to the Board of Directors, without giving effect to
abstentions and broker non-votes. Ratification of the appointment of Deloitte &
Touche LLP as the Company's independent auditors for the fiscal period ending
December 31, 1997 requires the affirmative vote of a majority of the shares
present or represented at the meeting, assuming that a quorum is present or
represented at the meeting. An abstention or broker non-vote will have the same
effect as a vote cast against the resolution. Holders of Common Stock are
entitled to one vote for each share held on each matter to be voted upon.
Proxies in the accompanying form that are properly executed, duly returned
to the Company and not revoked will be voted in accordance with the instructions
therein. IF NO INSTRUCTION IS GIVEN WITH RESPECT TO ANY PROPOSAL TO BE ACTED
UPON, THE PROXY WILL BE VOTED FOR THE ELECTION OF ALL OF THE NOMINEES NAMED IN
THIS PROXY STATEMENT AND IN FAVOR OF PROPOSAL 2. No matter currently is expected
to be considered at the Annual Meeting other than the proposals set forth in the
accompanying Notice of Annual Meeting, but if any other matters are properly
brought before the Annual Meeting for action, it is intended that the persons
named in the proxy and acting thereunder will vote in accordance with their
discretion on such matters.
The presence at the meeting of a stockholder will not revoke his or her
proxy. However, a proxy may be revoked at any time before it is voted by
delivering to the Company (Attention: Charles E. Huff, Secretary, at the
principal offices of the Company) a written notice of revocation or a duly
executed proxy bearing a later date.
1
<PAGE> 4
The solicitation of proxies will be conducted by mail, and the Company will
bear all attendant costs. These costs will include the expense of preparing and
mailing proxy solicitation materials for the Annual Meeting and reimbursements
paid to brokerage firms and others for their expenses incurred in forwarding
such materials to beneficial owners of the Company's Common Stock. The Company
may conduct further solicitation personally, telephonically or by facsimile
through its officers, directors and employees, none of whom will receive
additional compensation for assisting with the solicitation.
RECORD DATE AND SHARES OUTSTANDING
The close of business on September 30, 1997 has been fixed as the record
date (the "Record Date") for determining the holders of shares of Common Stock
of the Company entitled to notice of and to vote at the Annual Meeting. As of
the close of business on the Record Date, the Company had 61,523,988 shares of
Common Stock outstanding. Each stockholder entitled to vote at the meeting may
cast one vote in person or by proxy for each share of Common Stock held by such
stockholder.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of August 30, 1997 (i) by each person who is
known by the Company to beneficially own more than 5% of the Company's Common
Stock, (ii) by each director and nominee, (iii) by each executive officer of the
Company named in the Summary Compensation Table contained herein and (iv) by all
directors and executive officers of the Company as a group. Except as indicated,
each person listed below has sole voting and investment power with respect to
the shares set forth opposite such person's name.
<TABLE>
<CAPTION>
NAME(A) NUMBER PERCENTAGE
------- ---------- ----------
<S> <C> <C>
William S. Boyd(b)........................................... 26,475,023 42.59%
Jimma L. Beam(c)............................................. 3,610,289 5.87
Robert L. Boughner(d)........................................ 435,537 *
William R. Boyd(e)........................................... 2,068,911 3.36
Philip J. Dion............................................... 0 *
Marianne Boyd Johnson(f)..................................... 2,097,505 3.41
Michael O. Maffie............................................ 3,000 *
Billy G. McCoy............................................... 1,886 *
Warren L. Nelson(g).......................................... 70,750 *
Donald D. Snyder(h).......................................... 15,200 *
Perry B. Whitt(i)............................................ 1,694,408 2.75
James W. Hippler............................................. 12,493 *
Ellis Landau(j).............................................. 386,946 *
Maunty C. Collins (k)........................................ 149,969 *
Ralph W. Purnell (l)......................................... 329,332 *
All current directors and executive officers as a group (14
persons)(m)................................................ 33,362,373 53.30
</TABLE>
- ---------------
* Represents less than 1%.
(a) The mailing address of all persons in the list set forth above is: 2950
South Industrial Road, Las Vegas, Nevada 89109.
(b) Includes 24,504,435 shares of Common Stock held by the William S. Boyd
Gaming Properties Trust, of which Mr. Boyd is trustee, 1,320,796 shares
held by the William S. Boyd Family Limited Partnership, of which the
William S. Boyd Family Corporation (which is wholly owned by Mr. Boyd) is
the sole general partner, and 14,792 shares held by the William S. Boyd
Family Corporation. Also includes 635,000 shares issuable pursuant to
options exercisable within 60 days.
2
<PAGE> 5
(c) Includes 1,000 shares of Common Stock held by the Jimma L. Beam Revocable
Trust, of which Ms. Beam is trustee.
(d) Includes 258,870 shares of Common Stock held by the Robert L. Boughner
Investment Trust, of which Mr. Boughner is trustee. Also includes 176,667
shares issuable pursuant to options exercisable within 60 days.
(e) Includes 1,931,422 shares of Common Stock held by the William R. Boyd
Gaming Properties Trust, of which Mr. Boyd is trustee, 85,247 shares held
by the William R. Boyd and Myong Boyd Children's Trust, and 7,550 shares
held by the Sean William Johnson Educational Trust, of which Mr. Boyd is
trustee. Mr. Boyd disclaims beneficial ownership of the shares held by the
William R. Boyd and Myong Boyd Children's Trust and by the Sean William
Johnson Educational Trust. Also includes 28,334 shares issuable pursuant to
options exercisable within 60 days.
(f) Includes 1,941,382 shares of Common Stock held by the Marianne Boyd Johnson
Gaming Properties Trust, of which Ms. Johnson is trustee, 35,766 shares
held by the Boyd Grandchildren's Trust, of which Ms. Johnson is trustee,
72,524 shares held by the Johnson Children's Trust, and 1,500 shares owned
by Ms. Johnson's husband. Ms. Johnson disclaims beneficial ownership of the
shares held by the Boyd Grandchildren's Trust, by the Johnson Children's
Trust and by her husband. Also includes 28,334 shares issuable pursuant to
options exercisable within 60 days.
(g) Includes 10,000 shares of Common Stock held by the Warren L. Nelson Family
Trust, of which Mr. Nelson is trustee. Also includes 5,750 shares issuable
pursuant to options exercisable within 60 days.
(h) Includes 200 shares of Common Stock owned by the Donald D. and Dorothy R.
Snyder Living Trust, of which Mr. Snyder is trustee. Also includes 15,000
shares issuable pursuant to options exercisable within 60 days.
(i) Includes 1,688,658 shares of Common Stock held by the Whitt Family Trust,
of which Mr. Whitt and his wife are trustees. Also includes 5,750 shares
issuable pursuant to options exercisable within 60 days.
(j) Includes 140,000 shares issuable pursuant to options exercisable within 60
days.
(k) Includes 97,550 shares of Common Stock held by the Maunty C. Collins Trust,
of which Mr. Collins is trustee, and 1,708 shares owned by Mr. Collins'
wife.
(l) Includes 9,000 shares of Common Stock owned by the Ralph W. Purnell
Irrevocable Trust. Also includes 155,000 shares issuable pursuant to
options exercisable within 60 days.
(m) Includes 1,063,502 shares of Common Stock issuable pursuant to options
exercisable within 60 days.
3
<PAGE> 6
PROPOSAL NO. 1
ELECTION OF DIRECTORS
In accordance with the Company's Restated Articles of Incorporation, the
Company's Board of Directors is divided into three classes, as nearly equal in
number as the then total number of directors at the time of initial election,
with the term of office of one class expiring each year. At the Annual Meeting,
the stockholders will elect three Class III directors of the Company to serve
until the 2000 Annual Meeting of Stockholders or until their successors are duly
elected and qualified, or until any such director's earlier resignation or
removal. At each following annual meeting of stockholders, the successors to the
class of directors whose term is then expiring will be elected to hold office
for a term expiring at the third succeeding annual meeting. Vacancies on the
Board of Directors and newly created directorships will generally be filled by
vote of a majority of the directors then in office, and any directors so chosen
will hold office until the next election of the class for which such directors
were chosen. The Board of Directors has no reason to believe that any of its
nominees will be unable or unwilling to serve if elected to office and, to the
knowledge of the Board of Directors, each of its nominees intends to serve the
entire term for which election is sought. However, should either nominee of the
Board of Directors become unable or unwilling to accept nomination or election
as a director of the Company, the proxies solicited by management will be voted
for such other person as the Board may determine.
In voting for directors, each stockholder is entitled to cast one vote for
each candidate. Stockholders are not entitled to cumulate their votes for
members of the Board of Directors. The three nominees for Class III directors
who receive the greatest number of affirmative votes will be elected to the
Board of Directors.
The nominees for election as Class III directors are:
Robert L. Boughner
Marianne Boyd Johnson
Billy G. McCoy
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION
OF THE NOMINEES NAMED ABOVE
4
<PAGE> 7
NOMINEES AND DIRECTORS
The names of the nominees and the continuing directors, their ages as of
the Record Date, and certain other information about them are set forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION WITH COMPANY SINCE
- --------------------------------- --- ------------------------------------------ --------
<S> <C> <C> <C>
MEMBERS OF THE BOARD WHOSE TERMS
EXPIRE IN 1998 (CLASS I)
William S. Boyd.................. 65 Chairman of the Board of Directors and 1988
Chief Executive Officer
Robert L. Boughner*.............. 44 Executive Vice President, Chief Operating 1996
Officer and Director
Perry B. Whitt................... 74 Vice Chairman of the Board of Directors 1988
Philip J. Dion................... 52 Director 1997
MEMBERS OF THE BOARD WHOSE TERMS
EXPIRE IN 1999 (CLASS II)
William R. Boyd.................. 37 Vice President and Director 1992
Michael O. Maffie................ 49 Director 1997
Warren L. Nelson................. 84 Director 1988
Donald D. Snyder................. 50 President and Director 1996
MEMBERS OF THE BOARD NOMINATED
FOR A TERM EXPIRING IN 2000
(CLASS III)
Robert L. Boughner*.............. 44 Executive Vice President, Chief Operating 1996
Officer and Director
Marianne Boyd Johnson............ 38 Vice President and Director 1990
Billy G. McCoy................... 56 Director 1997
</TABLE>
- ---------------
* Robert L. Boughner is currently a Class I director. In the event Mr. Boughner
is elected as a Class III director, he will concurrently resign his position
as a Class I director. Mr. Boughner has agreed to stand for election to fill
the current vacancy in Class III in order to present a full slate of three
Class III candidates for stockholder approval. In the event Mr. Boughner is
elected as a Class III director, there will be one vacancy in Class I which
the Board of Directors intends to fill after the Annual Meeting upon
determination of a suitable candidate.
NOMINEES
Robert L. Boughner has been Executive Vice President and Chief Operating
Officer of the Company since April 1990 and has served as a director since April
1996. From 1985 until April 1990, he served as Senior Vice President of
Administration of California Hotel and Casino, the predecessor of the Company
and now one of its subsidiaries, and prior to that time he held various
management positions in the Company. Mr. Boughner is active in civic and
industry affairs, and is a director of the Nevada Hotel and Motel Association
and the Nevada Restaurant Association. Mr. Boughner serves on the Board of
Directors of BankWest of Nevada.
Marianne Boyd Johnson has been Vice President of the Company since
September 1997, Assistant Secretary since September 1989 and a director since
September 1990. From 1976 until September 1990, she held a variety of full and
part-time positions with the Company and California Hotel and Casino, and she
participated in the Company's management training program. Ms. Johnson serves on
the Board of Directors of BankWest of Nevada.
Billy G. McCoy has been a director of the Company since March 1997. Mr.
McCoy is the President and Chief Operating Officer of Luscombe Aircraft
Corporation. Mr. McCoy joined the Air Force in June 1963 and
5
<PAGE> 8
rose from Second Lieutenant to Major General, a rank he achieved in October
1989. He served as Commander of Nellis Air Force Base in Las Vegas from 1989 to
1992. He retired in 1993 from military services as Commander of Lackland Air
Force Base in Texas. Mr. McCoy serves on the Boards of Directors of the Nevada
Federal Credit Union and Desert Research Institute Foundation.
CONTINUING DIRECTORS
William S. Boyd has served as a director of the Company since its inception
in June 1988 and as Chairman of the Board of Directors and Chief Executive
Officer since August 1988. A co-founder of California Hotel and Casino, Mr. Boyd
has served as a director and President of California Hotel and Casino since its
inception in 1973 and has also held several other offices with that company.
Prior to joining California Hotel and Casino, Mr. Boyd practiced law in Las
Vegas for 15 years. Between 1970 and 1974 he also was Secretary and Treasurer
and a member of the Board of Directors of the Union Plaza Hotel and Casino. Mr.
Boyd serves on the Board of Directors of the American Gaming Association, and he
serves on the Board of Directors and as President of the Gaming Entertainment
Research and Education Foundation, which, among other things, provides funding
for the National Center for Responsible Gaming. Mr. Boyd is the father of
William R. Boyd and Marianne Boyd Johnson.
Perry B. Whitt has served as a director of the Company since its inception
and Vice Chairman of the Board of Directors since August 1988. He also served as
a director of California Hotel and Casino from its inception until 1994, and has
also held several offices with California Hotel and Casino. Mr. Whitt has over
53 years of experience in the gaming industry, much of it with the Boyd family.
He is also past President and director of the Utility Shareholders Association
of Nevada and was director of the United Way of Southern Nevada. Mr. Whitt
serves on the Board of Directors of BankWest of Nevada and is a member of the
Variety Club of southern Nevada, Tent 39.
Philip J. Dion has been a director of the Company since March 1997. Mr.
Dion is the Chairman and Chief Executive Officer of Del Webb Corporation, a
Phoenix-based real estate corporation specializing in the development of active
adult communities. Mr. Dion has been with Del Webb Corporation since 1982 and
held his current position since 1987. Prior to joining Del Webb Corporation, Mr.
Dion spent 12 years with Armour-Dial Inc., a subsidiary of the Greyhound
Corporation.
William R. Boyd has been a Vice President of the Company since December
1990 and a director since September 1992. From June 1987 until December 1990, he
was director of operations at the Fremont Hotel and Casino. From 1978 until
1987, he held various positions at the California Hotel and Casino and Sam's
Town Hotel and Gambling Hall. Mr. Boyd also serves on the Board of Directors of
the Better Business Bureau of Southern Nevada and of the Secret Witness Program.
Michael O. Maffie has been a director of the Company since March 1997. Mr.
Maffie is the President and Chief Executive Officer of Southwest Gas
Corporation, a major Las Vegas based utility company. Mr. Maffie joined
Southwest Gas Corporation in 1978 as its treasurer and held several executive
positions prior to being named to his current position in 1993. Prior to joining
Southwest Gas Corporation, Mr. Maffie was with Arthur Andersen & Co. for seven
years.
Warren L. Nelson has served as a director of the Company since its
inception and as a director of California Hotel and Casino from its inception
until 1994. For the last 30 years, he has been a co-owner of the Club Cal Neva,
a gaming facility in Reno, Nevada. Mr. Nelson has over 57 years experience in
the gaming industry. He is a Director of International Game Technology, a
manufacturer of slot machines.
Donald D. Snyder has been President of the Company since January 1997,
served as Executive Vice President and Chief Administrative Officer from July
1996 to January 1997 and has served as a director of the Company since April
1996. Mr. Snyder led the efforts to develop the Fremont Street Experience
(FSELLC) from 1992 to July 1996, as it Chairman, President and Chief Executive
Officer. He continues as Chairman of FSELLC. Mr. Snyder worked for First
Interstate Bancorp (FIB) for 22 years, serving as Chairman and Chief Executive
Officer of First Interstate Bank of Nevada from 1987 through 1991. He was
involved in various entrepreneurial activities after leaving FIB, including
co-founding BankWest of Nevada; Strategic Associates,
6
<PAGE> 9
Inc.; Graphic Enterprises, Inc.; and FSELLC. He serves on the Boards of
Directors of BankWest of Nevada, the Nevada Resort Association and the Las Vegas
Convention and Visitors Authority, and several non-profit boards.
Kenny C. Guinn served as a director of the Company from January 1994 until
his resignation as a director in August 1997. The Company wishes to thank Mr.
Guinn for his valuable contributions to the Company.
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company currently receives an
annual fee of $25,000, meeting fees of $1,000 per board meeting attended, $500
per committee meeting attended and related expenses for services as a director.
Employee and non-employee directors participate in the Directors' Medical
Reimbursement Plan, which covers medical expenses incurred by directors and
their spouses that are not covered by other medical plans. During fiscal 1997,
William S. Boyd, Robert L. Boughner, William R. Boyd, Marianne Boyd Johnson,
Donald D. Snyder and Perry B. Whitt received reimbursement under this plan
totaling $4,439, $47, $2,816, $61, $411 and $5,408, respectively. The Company
also has a Directors' Non-Qualified Stock Option Plan under which each
non-employee director receives an option to purchase 5,000 shares of the
Company's Common Stock upon first joining the Board and receives an additional
option to purchase 1,000 shares of the Company's Common Stock on the date of
each succeeding annual meeting of stockholders so long as the director has
served on the Board for the entire preceding year. Options are granted at fair
market value on the date of grant and vest over four years from the date of
grant.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has an Audit Committee and a Compensation and Stock
Option Committee. The Board of Directors does not have a nominating committee.
However, the Board of Directors will consider nomination recommendations from
stockholders, which should be addressed to Charles E. Huff, Secretary, at the
principal offices of the Company.
The members of the Audit Committee are Philip Dion, Michael Maffie and
Perry Whitt. The Audit Committee held three meetings during the fiscal year
ended June 30, 1997. The functions of the Audit Committee include reviewing and
supervising the financial controls of the Company, making recommendations to the
Board of Directors regarding the Company's auditors, reviewing the books and
accounts of the Company, meeting with the officers of the Company regarding the
Company's financial controls, acting upon recommendations of the auditors and
taking such further actions as the Audit Committee deems necessary to complete
an audit of the books and accounts of the Company.
The members of the Compensation and Stock Option Committee are Philip Dion,
Michael Maffie, Billy McCoy and Warren Nelson. The Compensation and Stock Option
Committee held four meetings during the year ended June 30, 1997. The
Compensation and Stock Option Committee's functions include reviewing with
management cash and other compensation policies for employees, making
recommendations to the Board of Directors regarding compensation matters and
determining compensation for the Chief Executive Officer. In addition, the
Compensation and Stock Option Committee administers the Company's stock plans
and, within the terms of the respective stock plan, determines the terms and
conditions of issuances thereunder.
The Board of Directors held a total of sixteen meetings during the fiscal
year ended June 30, 1997. During such fiscal year, each director attended over
75% of the meetings of the Board and the committees of the Board on which he or
she served that were held during the period he or she served.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On August 9, 1996, the Company, through a wholly-owned subsidiary, entered
into an agreement to acquire a parcel of land in Reno, Nevada. The acquisition
was consummated on August 16, 1996. Pursuant to the terms of the purchase
agreement, the Company paid $6.0 million for the 100 acre parcel, such price
having been based on an independent third-party MAI appraisal. William S. Boyd,
Chairman and Chief Executive Officer of the Company and Warren L. Nelson, a
director of the Company each owned a 17.5% interest in the partnership from
which the Company acquired the land.
7
<PAGE> 10
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth the cash compensation earned for services
performed for the Company during the three fiscal years in the period ended June
30, 1997 by the Company's Chief Executive Officer, each of its other four most
highly compensated executive officers, and two former executive officers who
would have been one of the four other most highly compensated executive officers
had they continued to be executive officers through the end of the fiscal year
(collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
ANNUAL SECURITIES
COMPENSATION(1) UNDERLYING ALL OTHER
--------------------- OPTIONS/SARS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) (#) ($)(2)
- ------------------------------------------- ------ --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
William S. Boyd............................ 1997 1,000,000 0 200,000 5,601
Chairman and Chief 1996 1,000,000 0 0 7,865
Executive Officer 1995 1,000,000 574,137 140,000 5,706
Robert L. Boughner......................... 1997 525,000 7,875 50,000 5,601
Executive Vice President and 1996 500,000 30,000 0 4,250
Chief Operating Officer 1995 400,000 115,680 40,000 5,706
Ellis Landau............................... 1997 367,500 5,513 35,000 5,340
Executive Vice President, Treasurer, 1996 350,000 21,000 0 5,592
and Chief Financial Officer 1995 300,000 86,760 30,000 5,445
Donald D. Snyder........................... 1997 350,000 3,750 50,000 2,340
President(3)
James W. Hippler........................... 1997 210,000 3,150 41,334(4) 5,340
Senior Vice President, 1996 200,000 12,000 0 5,592
Administration 1995 175,000 33,740 6,500 5,445
Maunty C. Collins(5)....................... 1997 400,000 31,996 100,000(6) 5,340
Senior Vice President -- 1996 375,000 22,500 0 5,705
Director of Operations, 1995 275,000 79,530 30,000 5,780
Central Region
Ralph W. Purnell(7)........................ 1997 335,000 27,236 35,000 5,340
Senior Vice President -- 1996 335,000 77,385 0 6,650
Director of Operations, 1995 310,000 89,652 30,000 5,445
Nevada Region
</TABLE>
- ---------------
(1) The incremental cost to the Company of providing perquisites and other
personal benefits during the last three fiscal years did not exceed, as to
any named executive officer, the lesser of $50,000 or 10% of the total
salary and bonus paid to such executive officer for any such year and,
accordingly, is omitted from the table.
(2) Amounts represent the Company's Profit Sharing and 401(k) Plan contributions
and payments of term life insurance premiums. In fiscal 1997, the Company's
Profit Sharing and 401(k) Plan contributions were $3,000, $3,000, $3,000,
$0, $3,000, $3,000 and $3,000 for Messrs. Boyd, Boughner, Landau, Snyder,
Hippler, Collins and Purnell, respectively. In fiscal 1997, life insurance
premium payments by the Company for Messrs. Boyd, Boughner, Landau, Snyder,
Hippler, Collins and Purnell were $2,601, $2,601, $2,340, $2,340, $2,340,
$2,340 and $2,340, respectively.
(3) Mr. Snyder has been an executive officer of the Company since July 1996 and
has served as President since January 1997. Prior to Mr. Snyder's employment
with the Company, he served as a consultant and received options to purchase
45,000 shares of Common Stock in fiscal 1996.
(4) 16,334 shares represent options previously awarded and repriced in 1997.
(5) Mr. Collins was an executive officer of the Company until March 27, 1997.
(6) 65,000 shares represent options previously awarded and repriced in 1997.
(7) Mr. Purnell was an executive officer of the Company until March 27, 1997.
Mr. Purnell retired as the Company's Senior Vice President, Director of
Operations, Nevada Region, on June 30, 1997. Mr. Purnell subsequently
entered into a Consulting Agreement with the Company pursuant to which he
receives annual compensation of $115,000 per year for a 3 year period and
continued insurance coverage. In connection with his Consulting Agreement,
Mr. Purnell received a fully-vested option to purchase 30,000 shares of
Common Stock at an exercise price of $5.75 per share.
8
<PAGE> 11
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------------------- VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES
NUMBER OF OPTIONS/SARS OF STOCK PRICE
SECURITIES GRANTED TO EXERCISE APPRECIATION FOR
UNDERLYING EMPLOYEES IN OR OPTION TERM(2)
OPTIONS/SARS FISCAL BASE PRICE EXPIRATION --------------------
NAME GRANTED(#) YEAR(1) ($/SHARE) DATE 5%($) 10%($)
- ------------------------- ------------ ------------ ----------- --------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
William S. Boyd.......... 50,000 1.80 11.50 8/28/06 361,614 916,402
150,000 5.39 8.375 12/20/06 790,049 2,002,139
Robert L. Boughner....... 50,000 1.80 8.375 12/20/06 263,350 667,380
Ellis Landau............. 35,000 1.26 8.375 12/20/06 184,345 467,166
Donald D. Snyder......... 50,000 1.80 8.375 12/20/06 263,350 667,380
James W. Hippler(3)...... 25,000 0.90 8.375 12/20/06 131,675 333,690
12,000 0.43 5.75 10/14/03 25,138 57,591
4,334 0.16 5.75 4/21/05 11,692 27,916
Maunty C. Collins(4)..... 35,000 1.26 8.375 12/20/06 184,345 467,166
45,000 1.62 5.75 10/14/03 94,267 215,965
20,000 0.72 5.75 4/21/05 53,957 128,824
Ralph W. Purnell......... 35,000 1.26 8.375 12/20/06 184,345 467,166
</TABLE>
- ---------------
(1) Based on options for 2,783,671 shares granted to employees of the Company
and its affiliates in the fiscal year ended June 30, 1997. The options shown
as granted during such fiscal year included options for 1,277,971 shares
granted in previous years that were repriced June 2, 1997. All options
granted, except as specifically noted, had ten year terms and vest ratably
over three years.
(2) The potential realizable value is calculated based on the term of the option
at its time of grant (10 years). It is calculated by assuming that the stock
price appreciates at the indicated rate compounded annually for the entire
term of the option and that the option is exercised and sold on the last day
of its term for the appreciated stock price. No gain to the option holder is
possible unless the stock price increases over the exercise price during the
term of the option.
(3) The option grants for 12,000 and 4,334 shares represent options granted in
prior years that were repriced in 1997. Pursuant to the terms of the
repricing, the optionee received a repriced option for half of the shares
covered by his original $17.00 option and a repriced option for two-thirds
of the shares covered by his original $13.625 option. Although options
originally priced at $17.00 were fully vested at the time of repricing and
two-thirds of the shares originally priced at $13.625 were vested, all
repriced options will not become exercisable until December 31, 1998.
(4) The grants of options for 45,000 and 20,000 shares represent options granted
in prior years and repriced in 1997 on the terms discussed in (3) above.
9
<PAGE> 12
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FISCAL YEAR-END(#) FISCAL YEAR-END($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE(1)
- ------------------------------------- ----------- -------------- ------------------ ------------------
<S> <C> <C> <C> <C>
William S. Boyd...................... 0 0 618,334/246,666 0/0
Robert L. Boughner................... 0 0 176,667/63,333 0/0
Ellis Landau......................... 0 0 140,000/45,000 0/0
Donald D. Snyder..................... 0 0 15,000/80,000 0/0
James W. Hippler..................... 0 0 0/41,334 0/0
Maunty C. Collins.................... 0 0 0/100,000 0/0
Ralph W. Purnell..................... 0 0 125,000/45,000 0/0
</TABLE>
- ---------------
(1) Value is based on the closing price of the Company's Common Stock on the New
York Stock Exchange on June 30, 1997 ($5.75), less the exercise price.
REPORT OF COMPENSATION COMMITTEE ON REPRICING
The Company's employee stock option plans are intended to encourage Company
employees, through their individual efforts, to improve the Company's overall
performance and to promote profitability by providing them an opportunity to
participate in the increased value they help create. The Compensation and Stock
Option Committee (the "Committee") of the Board of Directors determined, based
upon the recommendations of senior management and an outside compensation
consultant, that the imbalance between the exercise prices under many of the
stock options then outstanding (equal to the respective market prices for the
Common Stock at the times they were granted) and the lower market price that
prevailed for the Common Stock was not an incentive for the employees holding
such options to exert their best efforts to achieve the Company's long-term
goals. To restore that incentive, the Committee repriced certain outstanding
non-qualified employee stock options covering 1,277,971 shares and with exercise
prices ranging from $13.25 to $17.00 per share (excluding options held by the
Board of Directors, and the Company's most senior executives comprised of
William S. Boyd, Robert L. Boughner, William R. Boyd, Marianne Boyd Johnson,
Ellis Landau, Keith Smith and Donald D. Snyder). The repriced options have
exercise prices of $5.75 per share, the fair market value on June 2, 1997, the
date of the repricing. Under the terms of the repricing, the optionee received a
repriced option for half of the shares covered by his original $17.00 option and
a repriced option for two-thirds of the shares covered by his original $13.625
or $13.25 option. Although options originally priced at $17.00 were fully vested
at the time of repricing and two-thirds of the shares originally priced at
$13.625 and $13.25 were vested, all repriced options will not become exercisable
until December 31, 1998. Except as disclosed above, each new option continues to
be governed by the same terms as applied to the prior option.
Michael O. Maffie
Billy G. McCoy
Warren L. Nelson
Members, Compensation and
Stock Option Committee
10
<PAGE> 13
The following chart describes all repricings of options held by an
executive officer during the complete fiscal years subsequent to the date on
which the Company became a reporting company.
10-YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
NUMBER OF LENGTH OF
SECURITIES MARKET PRICE ORIGINAL OPTION
UNDERLYING OF STOCK AT EXERCISE PRICE TERM REMAINING
OPTIONS/SARS TIME OF AT TIME OF AT DATE OF
REPRICED OR REPRICING OR REPRICING OR NEW EXERCISE REPRICING OR
NAME DATE AMENDED(#)(1) AMENDMENT($) AMENDMENT($) PRICE($) AMENDMENT
- --------------------- ------ ------------ -------------- -------------- ------------ -----------------
<S> <C> <C> <C> <C> <C> <C>
James W. Hippler..... 6/2/97 12,000 5.75 17.00 5.75 6 years 134 days
6/2/97 4,334 5.75 13.625 5.75 7 years 323 days
Charles Huff......... 6/2/97 2,250 5.75 17.00 5.75 6 years 134 days
6/2/97 800 5.75 13.625 5.75 7 years 323 days
Maunty C.
Collins(2)......... 6/2/97 45,000 5.75 17.00 5.75 6 years 134 days
6/2/97 20,000 5.75 13.625 5.75 7 years 323 days
</TABLE>
- ---------------
(1) Under the terms of the repricing, the optionee received a repriced option
for half of the shares covered by his original $17.00 option and a repriced
option for two-thirds of the shares covered by his original $13.625 option.
Although options originally priced at $17.00 were fully vested at the time
of repricing and two-thirds of shares originally priced at $13.625 were
vested, all repriced options will not become exercisable until December 31,
1998.
(2) Mr. Collins was an executive officer of the Company until March 27, 1997.
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate future filings, including this Proxy Statement,
in whole or in part, the following report and the Stock Performance Graph which
follows shall not be deemed to be incorporated by reference into any such
filings.
The Committee reviews with management cash and other compensation policies
for employees, makes recommendations to the Board of Directors regarding
compensation matters and determines the compensation for the Chief Executive
Officer. In addition, the Committee administers the Company's stock plans and,
within the terms of the respective stock plan, determines the terms and
conditions of issuances thereunder. The Chief Executive Officer establishes the
compensation of the other executive officers of the Company, including the named
executive officers after consultation with the Committee using the guidelines
and ranges set by the Committee.
Compensation Policies
The Committee's executive compensation policies are designed to provide
competitive levels of compensation that integrate pay with the Company's annual
objectives and long-term goals, reward above-average corporate performance,
recognize individual initiative and achievements and assist the Company in
attracting and retaining qualified executives. Guidelines and ranges for the
compensation of the executive officers and compensation of the Chief Executive
Officer are generally set at levels that the Committee believes to be
competitive with others in the Company's industry, based on public information
with respect to compensation paid by leading casino hotel companies including,
but not limited to, companies in the peer group in the Stock Performance Graph
contained herein. Companies are selected for the purpose of comparing
compensation practices on the basis of a number of factors relative to the
Company, such as their size and complexity, the nature of their businesses, the
regions in which they operate, the structure of their compensation programs and
the availability of compensation information.
11
<PAGE> 14
There are three primary elements in the Company's executive compensation
program:
- Base salary
- Bonus
- Stock options
The guidelines and ranges for the base salaries of the Company's executive
officers are generally set at a level which the Committee believes to be
competitive with base salaries paid by leading casino hotel companies including,
but not limited to, companies in the peer group in the Stock Performance Graph
contained herein. Individual base salaries are established based on an executive
officers' historical contribution and future importance to the Company and other
subjective factors, without assigning a specific weight to individual factors.
Bonuses are paid pursuant to an executive bonus plan in which certain
management personnel at the individual properties and at the corporate level
participate. The Chief Executive Officer does not participate in this plan.
Bonus awards are set as a percentage of base salary, with the specific
percentage determined by the person's position within the Company so that highly
compensated executives receive a relatively larger percentage of their total
compensation in bonuses dependent on performance. The award of bonuses is
dependent on the achievement of specified goals. The achievement of quantitative
goals at the department, property and corporate levels is the primary factor in
determining bonuses and such goals are tied to the achievement of specified
earnings and other performance targets.
The Company believes that a significant component of the compensation paid
to the Company's executives over the long term should be derived from stock
options. The Company strongly believes that stock ownership in the Company is a
valuable incentive to executives and that the grant of stock options to them
serves to align their interests with the interests of the stockholders as a
whole and encourages them to manage the Company in its best long-term interests.
The Committee determines whether to grant stock options, as well as the amount
of the grants, based on a person's position within the Company.
Compensation of Chief Executive Officer
In establishing the Chief Executive Officer's overall compensation, the
Committee considered a number of factors, including the record of leadership and
service provided by the Chief Executive Officer since co-founding California
Hotel and Casino, the Company's predecessor and now one of its subsidiaries, in
1973; the identification of the Company with the Chief Executive Officer by the
Company's employees, the financial community and the general public; and the
recognition by the Committee and others in the gaming industry of the importance
of his leadership, creativity and other personal attributes to the Company's
continued success. The Committee has not found it practicable to, and has not
attempted to, assign relative weights to the specific factors considered in
determining the Chief Executive Officer's compensation. Consistent with the
Company's overall executive compensation program, the Chief Executive Officer's
compensation is composed of base salary, bonus and stock options. The Chief
Executive Officer's base salary remained unchanged during the prior fiscal year.
Among the factors considered by the Committee in reaching this decision were the
reluctance of the Chief Executive Officer to receive, and of the Committee to
award, base salary that is not deductible for tax purposes and the opportunity
available to the Chief Executive Officer for additional incentive compensation.
The Chief Executive Officer was the only executive officer who participated
in the 1996 Executive Management Incentive Plan approved by the Company's
stockholders in 1995. The Management Incentive Plan provides for annual
incentive awards to certain of the Company's key executives who are "covered
employees" within the meaning of Section 162(m) of the Internal Revenue Code and
is administered by the Committee. In determining awards to be made under the
Management Incentive Plan, the Committee may approve a formula based on one or
more objective criteria to measure corporate performance. Performance criteria
must include one or more of the following: the Company's pre- or after-tax
earnings, revenue growth, operating income, operating cash flow, return on net
assets, return on stockholders' equity, return on assets, return on capital,
share price growth, stockholder returns, gross or net profit margin, earnings
per share, price per share and market share. The annual maximum amount of cash
compensation payable to a participant
12
<PAGE> 15
under the Management Incentive Plan is $2,000,000 per year. No bonus was granted
to Mr. Boyd for fiscal 1997 because the established performance target was not
achieved.
Policy Regarding Deductibility of Compensation for Tax Purposes -- Compliance
With Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation over $1 million
paid to the Company's Chief Executive Officer or any of the other four most
highly compensated executive officers. Qualifying performance-based
compensation, such as the 1996 Executive Management Incentive Plan, will not be
subject to the deduction limit if certain requirements are met. The Company has
structured the performance-based portion of the compensation of its executive
officers in a manner that is designed to comply with the exceptions to the
deductibility limitations of Section 162(m).
Michael O. Maffie
Billy G. McCoy
Warren L. Nelson
Members, Compensation
and Stock Option
Committee
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Perry B. Whitt, a former member of the Compensation and Stock Option
Committee who served on the Committee during part of the prior fiscal year, is a
former executive officer of the Company and California Hotel and Casino.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file an initial report of ownership on
Form 3 and changes in ownership on Form 4 or 5 with the Securities and Exchange
Commission (the "Commission"). Such officers, directors and 10% stockholders are
also required by the Commission rules to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for such persons, the Company believes that during fiscal 1996, all
Section 16(a) filing requirements applicable to its officers, directors and 10%
stockholders were complied with, except that Marianne Boyd Johnson filed one
late Form 4 with respect to an open market purchase by her spouse of 700 shares
of common stock.
13
<PAGE> 16
STOCK PERFORMANCE GRAPH
The performance graph below compares the cumulative total stockholder
return of the Company with the cumulative total return of a peer group
consisting of Aztar Corporation, Circus Circus Enterprises, Inc., Grand Casinos,
Inc., Mirage Resorts, Incorporated, Harrah's Entertainment, Inc. (formerly The
Promus Companies Incorporated), Showboat, Inc. and Station Casinos, Inc. and the
cumulative total return of the Standard & Poor's 500 Stock Index ("S&P 500").
The performance graph assumes that $100 was invested in the Company's initial
public offering, on October 15, 1993, in common stock of the selected peer
group, and in the S&P 500. In accordance with guidelines of the Securities and
Exchange Commission, the stockholder return for each company in the peer group
index has been weighted on the basis of market capitalization as of the
beginning of the period. The stock price performance shown in this graph is
neither necessarily indicative of, nor intended to suggest, future stock price
performance.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG BOYD GAMING CORPORATION, A PEER GROUP AND THE S&P 500
<TABLE>
<CAPTION>
STANDARD &
MEASUREMENT PERIOD BOYD GAMING POOR'S 500
(FISCAL YEAR COVERED) CORPORATION STOCK INDEX PEER GROUP
--------------------- ----------- ----------- ----------
<S> <C> <C> <C>
10/15/93 100 100 100
6/30/94 86.8 94.6 55.7
6/30/95 100.0 116.0 84.9
6/30/96 88.2 142.8 104.0
6/30/97 33.8 188.5 73.8
</TABLE>
14
<PAGE> 17
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Deloitte & Touche LLP has served as the independent auditors of the Company
and California Hotel and Casino since 1981 and has been appointed by the Board
of Directors to continue as the independent auditors of the Company for the
fiscal period ending December 31, 1997. In the event that ratification of this
selection of auditors is not approved by a majority of the shares of Common
Stock voting at the Annual Meeting in person or by proxy, the Board of Directors
will review its future selection of auditors. A representative of Deloitte &
Touche LLP is expected to be present at the Annual Meeting, will have an
opportunity to make a statement and will be able to respond to appropriate
questions.
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF DELOITTE
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE PERIOD ENDING
DECEMBER 31, 1997.
STOCKHOLDER PROPOSALS
Stockholders may submit proposals on matters appropriate for stockholder
action at subsequent annual meetings of the Company consistent with Rule 14a-8
promulgated under the Exchange Act. Proposals of stockholders intended to be
presented at the Company's 1998 Annual Meeting of Stockholders must be received
by the Company (Attention: Charles E. Huff, Secretary, at the principal offices
of the Company), no later than February 15, 1998, for inclusion in the Board's
proxy statement and form of proxy for that meeting. Please note that the date
for proposals is significantly earlier than in prior years. The Company has
changed its fiscal year to a calendar year and the 1998 Annual Meeting is
scheduled to be held in May 1998.
OTHER MATTERS
The Board of Directors currently knows of no other business which will be
presented to the Annual Meeting. If any other business is properly brought
before the Annual Meeting, it is intended that proxies in the enclosed form will
be voted in respect thereof as the proxy holders deem advisable.
A FORM OF PROXY IS ENCLOSED FOR YOUR USE. PLEASE MARK, DATE, SIGN AND
PROMPTLY RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE. IT IS IMPORTANT THAT
THE PROXIES BE RETURNED PROMPTLY AND THAT YOUR SHARES BE REPRESENTED.
BY ORDER OF THE BOARD OF DIRECTORS,
[SIG]
WILLIAM S. BOYD
Chairman of the Board
and Chief Executive Officer
October 14, 1997
Las Vegas, Nevada
15
<PAGE> 18
Appendix A
PROXY PROXY
BOYD GAMING CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON NOVEMBER 13, 1997
The undersigned hereby appoints William S. Boyd and William R. Boyd
(collectively, the "Proxies"), or either of them, each with the power of
substitution, to represent and vote the shares of the undersigned, with all the
powers which the undersigned would possess if personally present, at the Annual
Meeting of Stockholders (the "Annual Meeting") of Boyd Gaming Corporation, a
Nevada corporation (the "Company"), to be held on Thursday, November 13, 1997,
at 11:00 a.m. local time, at the Stardust Resort and Casino, 3000 Las Vegas
Boulevard South, Las Vegas, Nevada 89109, and at any adjournments or
postponements thereof. SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED AS
DIRECTED BY THE STOCKHOLDER. IF NO SUCH DIRECTIONS ARE INDICATED, THE PROXIES
WILL HAVE AUTHORITY TO VOTE FOR THE ELECTION OF THE NOMINEES LISTED BELOW AND
FOR PROPOSAL 2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
The Board of Directors recommends a vote FOR the election of
Directors and FOR Proposal 2.
SEE REVERSE SIDE: IF YOU WISH TO VOTE IN ACCORDANCE WITH THE
BOARD OF DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE ON THE
REVERSE SIDE. YOU NEED NOT MARK ANY BOXES.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 19
Please mark
your votes as
indicated in [X]
this example
1. Election of Directors:
(INSTRUCTIONS: To withhold authority to vote for any nominee, print
that nominee's name in the space provided below.)
FOR WITHHOLD
the nominees listed AUTHORITY
below (except as marked to vote for
to the contrary below) nominees listed below.
[ ] [ ]
Class III: Robert L. Boughner, Marianne Boyd Johnson and Billy G. McCoy
_______________________________________________________________________
2. To ratify the appointment of Deloitte & Touche LLP as the independent
auditors for the Company for the fiscal period ending December 31, 1997.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.
(Signature) _____________________________________________________
(Signature, if jointly held) ____________________________________
DATE: _____________________, 1997
Please sign exactly as your name appears herein. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full corporate
name by President or other authorized person. If a partnership, please sign in
full partnership name by authorized person.
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
