international_8k-030111.htm


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):  March 1, 2011
 

INTERNATIONAL GAME TECHNOLOGY
(Exact Name of Registrant as Specified in its Charter)

Nevada
 
001-10684
 
88-0173041
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
         
9295 Prototype Drive, Reno, Nevada  89521
(Address of Principal Executive Offices) (Zip Code)
     
(775) 448-7777
(Registrant’s telephone number, including area code)
 
N/A
(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 240.425)

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

At the 2011 Annual Meeting of Stockholders (the “2011 Annual Meeting”) of International Game Technology (the “Company”), held on March 1, 2011, the Company’s stockholders, upon recommendation of the Company’s Board of Directors (the “Board”), approved (i) amendments to the Company’s 2002 Stock Incentive Plan (as amended, the “SIP”), including an amendment to increase the aggregate number of shares authorized for issuance under the SIP by 20,000,000 shares and an amendment to change the treatment of any “full-value award” granted under the SIP such that shares issued in respect of any “full-value award” granted under the SIP are counted against the share limit  as two shares for every one share actually  issued in connection with the award, and (ii) an amendment to the Company’s Employee Stock Purchase Plan (as amended, the “ESPP”) to increase the aggregate share limit that may be delivered pursuant to options granted under the plan by an additional 1,000,000 shares.
 
A brief summary of each of the SIP and the ESPP is included as part of Proposal 2 and Proposal 3, respectively, in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 18, 2011. The summaries of the SIP and the ESPP contained in the definitive proxy statement are qualified by and subject to the full text of the SIP and the ESPP, which are attached and filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and incorporated herein by reference.
 
Item 5.07
Submission of Matters to a Vote of Security Holders
 
The following is a brief description of each matter voted upon at the 2011 Annual Meeting, as well as the number of votes cast for or against each matter (or, in the case of Proposal 5, the frequency of "every year," "every two years, " and "every three years") and the number of abstentions and broker non-votes with respect to each matter.
 
Proposal 1. Election of Directors

The eight individuals listed below were elected at the 2011 Annual Meeting to serve a one-year term on the Company’s Board.

Name of Director
Votes For
Votes Withheld
Broker Non-Votes
Paget L. Alves
208,950,873
8,483,853
35,169,729
Janice Chaffin
212,963,937
4,470,789
35,169,729
Greg Creed
209,329,189
8,105,537
35,169,729
Patti S. Hart
213,479,992
3,954,734
35,169,729
Robert J. Miller
211,894,188
5,540,538
35,169,729
David E. Roberson
192,222,027
25,212,699
35,169,729
Vincent L. Sadusky
208,305,614
9,129,112
35,169,729
Philip G. Satre
213,580,886
3,853,840
35,169,729

Proposal 2. Amendments to the Company’s 2002 Stock Incentive Plan

Proposal 2 was a management proposal to amend the Company’s SIP, as described above.  This proposal was approved.

Votes For
Votes Against
Abstentions
Broker Non-Votes
153,076,860
64,149,802
208,064
35,169,729

 
 

 
 
Proposal 3. Amendment to the Company’s Employee Stock Purchase Plan

Proposal 3 was a management proposal to amend the Company’s ESPP, as described above.  This proposal was approved.

Votes For
Votes Against
Abstentions
Broker Non-Votes
210,679,675
6,494,847
260,204
35,169,729

Proposal 4.  Advisory (Non-Binding) Vote on the Compensation of Named Executive Officers
 
Proposal 4 was a management proposal to hold an advisory vote on the compensation of the Company’s named executive officers as described in the Company's proxy statement for the 2011 Annual Meeting.  This proposal was approved.

Votes For
Votes Against
Abstentions
Broker Non-Votes
177,856,345
37,902,513
1,675,868
35,169,729
 
Proposal 5.  Advisory (Non-Binding) Vote on the Frequency of the Advisory Vote on the Compensation of Named Executive Officers

Proposal 5 was a management proposal to hold an advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers.  The frequency of “Every Year” was approved.

Every Year
Every Two Years
Every Three Years
Abstentions
Broker Non-Votes
182,450,226
591,998
32,415,024
1,977,478
35,169,729
 
With respect to the frequency with which the Company will hold an advisory vote on the compensation of the Company’s named executive officers, the Board will take these voting results into consideration in determining how frequently to hold an advisory vote on the compensation of the Company’s named executive officers and will report such determination in an amendment to this Current Report on Form 8-K within 150 days after the date of the 2011 Annual Meeting.
 
 
Proposal 6. Ratification of appointment of PricewaterhouseCoopers LLP (the “PwC”) as the Company’s independent registered public accounting firm the fiscal year ending September 30, 2011

Proposal 6 was a management proposal to ratify the appointment of PwC as the Company’s independent registered public accounting firm for fiscal year ending September 30, 2011.  This proposal was approved.

Votes For
Votes Against
Abstentions
249,318,158
2,926,783
359,514

 
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Item 9.01
Financial Statements and Exhibits
 
(d)
Exhibits.
 
 
Exhibit
Number
 
 
Description
10.1
  
International Game Technology 2002 Stock Incentive Plan, as amended January 11, 2011.
   
10.2
  
International Game Technology Employee Stock Purchase Plan (Amended and Restated Effective as of January 11, 2011).

 
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
INTERNATIONAL GAME TECHNOLOGY
 
       
Date:  March 4, 2011
By:
/s/ J. Kenneth Creighton  
   
J. Kenneth Creighton
 
   
Vice President, Corporate Law Department
 
    and Assistant Secretary  
 
 
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