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): June 13, 2006
International Game Technology
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction
of incorporation)
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001-10684
(Commission
File Number)
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88-0173041
(IRS 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)
not applicable
(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))
TABLE OF CONTENTS
Item 8.01 Other Events.
On June 13, 2006, the Board of Directors (the “Board”) of International Game Technology (the
“Company”) amended its Corporate Governance Guidelines (“Guidelines”) to implement a new policy
regarding director elections. The amendment to the Guidelines was implemented to enhance corporate
governance procedures and to give stockholders more input into uncontested director elections.
Under the amended Guidelines, if, in an uncontested election, more proxies are submitted with
instructions to “withhold” authority to vote for a nominee than to vote “for” that nominee, the
nominee, if he or she is already a director, will be required to tender his or her resignation
promptly following certification of the stockholder vote. The Nominating and Corporate Governance
Committee of the Board will then consider the tendered resignation and will make a recommendation
to the remaining independent directors not required to tender their resignations in accordance with
the Guidelines; provided that if there are fewer than three independent directors not required to
tender their resignations, then the recommendation will be made to all the independent directors,
with each independent director required to offer his or her resignation recusing him- or herself
from the deliberations with respect to his or her offered resignation (such independent directors
are referred to hereunder as “Qualified Independent Directors”). Any director required to tender
his or her resignation will not participate in the Nominating and Corporate Governance Committee’s
deliberations. The Qualified Independent Directors will act on the recommendation no later than 90
days following the date of the stockholders’ meeting when the election occurred.
The Company will promptly disclose in a report on Form 8-K filed with the Securities and
Exchange Commission the action taken by the Qualified Independent Directors with respect to any
such offered resignations. The actions taken may include (i) accepting the resignation; (ii)
maintaining the director but addressing what the Qualified Independent Directors believe to be the
underlying cause of the withheld votes; (iii) determining that the director will not be renominated
in the future for election; or (iv) rejecting the resignation. In reaching their decision, the
Qualified Independent Directors will consider all relevant factors including, without limitation,
(i) the stated reasons why votes were withheld from such director; (ii) any alternatives for curing
the underlying cause of the withheld votes; (iii) the tenure and qualifications of the director;
(iv) the director’s past and expected future contributions to the Company; (v) the Company’s
director criteria; (vi) the Guidelines; and (vii) the overall composition of the Board, including
whether accepting the resignation would cause the Company to fail to meet any applicable Securities
and Exchange Commission or New York Stock Exchange requirement.
The amended Guidelines became effective immediately upon their adoption by the Board. The
Company’s amended Guidelines are available on the Company’s Internet Web site at www.igt.com by
clicking on the “Investor Relations” link and then clicking on the “Corporate Governance” link. A copy
of the amended Guidelines is also available to any stockholder upon written request to
International Game Technology, 9295 Prototype Drive, Reno, Nevada 89521, Attn: Investor Relations.