SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12

LAS VEGAS SANDS CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LETTER FROM THE CHAIRMAN

 

 

Dear Stockholder:

 

You are cordially invited to attend the 2009 annual meeting of stockholders of Las Vegas Sands Corp., which will be held on June 10, 2009 at 2:00 p.m., New York time, at the Sheraton New York Hotel & Towers located at 811 Seventh Avenue, New York, New York 10019.

 

Details regarding admission to the meeting and the business to be presented at the meeting can be found in the accompanying Notice of Annual Meeting and Proxy Statement.

 

This year we are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders via the Internet. We believe that these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of producing and distributing materials for our annual meeting. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners, unless they have directed us to provide the materials in a different manner. The Notice provides instructions on how to access and review all of the important information contained in the accompanying Proxy Statement and Annual Report to Stockholders, as well as how to submit a proxy over the Internet. If you receive the Notice and would still like to receive a printed copy of our proxy materials, instructions for requesting these materials are included in the Notice. The Company plans to mail the Notice to stockholders by May 1, 2009. The Company will continue to mail a printed copy of this Proxy Statement and form of proxy to certain stockholders, and it expects that mailing to begin on or about May 1, 2009.

 

Your vote is important. Whether or not you are able to attend, it is important that your shares be represented at the meeting. Please follow the instructions in the Notice and vote as soon as possible.

 

On behalf of the Board of Directors and the management of Las Vegas Sands Corp., thank you very much for your support.

 

Yours sincerely,

 

Sheldon G. Adelson

Chairman of the Board

and Chief Executive Officer

 

April 30, 2009

 

NOTICE OF ANNUAL MEETING

 

to be held on

 

June 10, 2009

 

 

To the Stockholders:

 

The annual meeting of stockholders of Las Vegas Sands Corp., a Nevada corporation (the “Company”), will be held at the Sheraton New York Hotel & Towers located at 811 Seventh Avenue New York, New York 10019, on June 10, 2009, at 2:00 p.m., New York time, for the following purposes:

 

1. To elect three directors to the Board of Directors, each for a three-year term;

 

2. To consider and act upon the ratification of the selection of our independent registered public accounting firm;

 

3. To consider and act upon a stockholder proposal; and

 

4. To transact such other business as may properly come before the meeting or any adjournments thereof.

 

Stockholders of record at the close of business on April 13, 2009 are entitled to notice of and to vote at the meeting. A list of these stockholders will be available for examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, at the Company’s executive offices, located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109, for a period of ten days prior to the meeting date. The list will also be available for inspection by any stockholder at the place of the stockholder meeting during the whole time thereof.

 

By Order of the Board of Directors,

 

J. Alberto Gonzalez-Pita

Senior Vice President,

General Counsel and Secretary

 

April 30, 2009

 

PLEASE FOLLOW THE INSTRUCTIONS IN THE COMPANY’S NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS TO VOTE YOUR PROXY.

 

PROXY STATEMENT

 

TABLE OF CONTENTS

 

 

PROXY STATEMENT

 

 

 

Our Board of Directors (the “Board”) has provided you with these proxy materials in connection with its solicitation of proxies to be voted at the annual meeting of stockholders. We will hold the annual meeting on Wednesday, June 10, 2009 at the Sheraton New York Hotel & Towers located at 811 Seventh Avenue, New York, New York, beginning at 2:00 p.m., New York time. Please note that throughout these proxy materials we may refer to Las Vegas Sands Corp. as “the Company,” “we,” “us,” or “our.”

 

We are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners, unless they have directed us to provide the materials in a different manner. The Notice provides instructions on how to access and review all of the important information contained in this Proxy Statement. If you receive the Notice and would still like to receive a printed copy of our proxy materials, instructions for requesting these materials are included in the Notice. The Company plans to mail the Notice to stockholders by May 1, 2009. The Company will continue to mail a printed copy of this Proxy Statement and form of proxy to certain stockholders, and it expects that mailing to begin on or about May 1, 2009

 

Only stockholders of record of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), as of April 13, 2009, will be entitled to vote at the meeting or any adjournment thereof.

 

The authorized capital stock of the Company presently consists of 1,000,000,000 shares of Common Stock. At the close of business on April 13, 2009, 655,597,165 shares of Common Stock were outstanding and entitled to vote. Each stockholder is entitled to one vote for each share held of record on that date on all matters that may come before the meeting. There is no cumulative voting in the election of directors.

 

You may attend the annual meeting and vote your shares in person. You may also grant your proxy to vote by telephone or through the Internet by following the instructions included on the Notice, or by returning a signed, dated and marked proxy card if you received a paper copy of the proxy card.

 

The presence, in person or by proxy, of the holders of at least a majority of the total number of outstanding shares of the Common Stock is necessary to constitute a quorum at the meeting. If you are the beneficial owner of shares held in “street name” by a broker, your broker, as the record holder of the shares, must vote those shares in accordance with your instructions. In accordance with the rules of the New York Stock Exchange (the “NYSE”), brokerage firms may give a proxy to vote their customer’s stock without customer instructions if (i) they transmitted proxy materials to the beneficial owner of the stock, (ii) did not receive voting instructions by the date specified in the statement accompanying the proxy materials and (iii) the brokerage firm has no knowledge of any contest with respect to the actions to be taken at the stockholders’ meeting and such actions are adequately disclosed to stockholders and do not include authorization for a merger, consolidation or any matter that could substantially affect the rights or privileges of the stock. Abstentions and broker non-votes are counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business.

The affirmative vote of a plurality of the votes cast at the meeting will be required for the election of directors. Each other item to be acted upon at the meeting requires the affirmative vote of the holders of a majority of the shares of Common Stock represented at the meeting in person or by proxy and entitled to vote on the item, assuming that a quorum is present or represented at the meeting. A properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, and will have no effect. With respect to the other proposals, a properly executed proxy marked “ABSTAIN,” although counted for purposes of determining whether there is a quorum, will not be voted. Accordingly, an abstention will have the same effect as a vote cast against a proposal. Under Nevada law, a broker non-vote will have no effect on the outcome of the matters presented for a stockholder vote.

 

Sheldon G. Adelson, the Chairman of the Board and Chief Executive Officer of our Company, his wife, Dr. Miriam Adelson, and trusts for the benefit of Mr. Adelson and his family members together beneficially owned approximately 52.4% of our outstanding Common Stock as of the record date. Mr. Adelson, Dr. Adelson and the trustees for the various trusts have indicated that they will vote the shares of Common Stock over which they exercise voting control in accordance with the recommendations of our Board as set forth below.

 

 

	•	“FOR” the election of each of the nominees for director as set forth under Proposal 1 below;
	•	“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2009 as described in Proposal 2 below; and
	•	“AGAINST” the stockholder proposal described in Proposal 3 below.

 

 

You may revoke or change your proxy at any time before it is exercised in any of three ways:

 

 

You will not revoke a proxy merely by attending the annual meeting. To revoke or change a proxy, you must take one of the actions described above.

 

If you hold your shares in a brokerage or other account, you may submit new voting instructions by contacting your broker, bank or nominee.

 

Any revocation of a proxy, or a new proxy bearing a later date, should be sent to the following address: Corporate Secretary, Las Vegas Sands Corp., 3355 Las Vegas Sands Boulevard South, Las Vegas, Nevada 89109. To revoke a proxy previously submitted by telephone, Internet or mail, simply submit a new proxy at a later date before the taking of the vote at the Annual Meeting, in which case, the later submitted proxy will be recorded and the earlier proxy will be revoked.

 

Our Board presently is not aware of any matters other than those specifically stated in the Notice of Annual Meeting, which are to be presented for action at the annual meeting. If any matter other than those described in this Proxy Statement is presented at the annual meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares.

 

Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.

 

The Notice of Annual Meeting and Proxy Statement and the Company’s 2008 Annual Report are available at http://www.lasvegassands.com/proxymaterials. These materials are also available on the Investor Information page of our website, www.lasvegassands.com. The Notice will provide you with instructions regarding how to view our proxy materials for the annual meeting on the Internet and how to instruct us to send future proxy materials to you electronically by e-mail. Receiving your proxy materials online saves the Company the cost of producing and mailing documents to your home or business and gives you an automatic link to the proxy voting site.

 

Stockholders of Record.  If your shares are registered in your own name, to enroll in the electronic delivery service go directly to our transfer agent’s website at www.amstock.com anytime and follow the instructions.

 

Beneficial Stockholders.  If your shares are not registered in your name, to enroll in the electronic delivery service check the information provided to you by your bank or broker, or contact your bank or broker for information on electronic delivery service.

 

In connection with the Company’s annual meeting of stockholders, the Company is required to send to each stockholder of record a Notice or a Proxy Statement and annual report, and to arrange for a Notice or a Proxy Statement and annual report to be sent to each beneficial stockholder whose shares are held by or in the name of a broker, bank, trust or other nominee. Because many stockholders hold shares of the Company’s Common Stock in multiple accounts, this process would result in duplicate mailings of Notices or Proxy Statements and annual reports to stockholders who share the same address. To avoid this duplication, unless the Company receives instructions to the contrary from one or more of the stockholders sharing a mailing address, only one Notice or Proxy Statement will be sent to each address. Stockholders may, on their own initiative, avoid receiving duplicate mailings and save the Company the cost of producing and mailing duplicate documents as follows:

 

Stockholders of Record.  If your shares are registered in your own name and you are interested in consenting to the delivery of a single Notice or Proxy Statement and annual report, to enroll in the electronic delivery service go directly to our transfer agent’s website at www.amstock.com anytime and follow the instructions.

 

Beneficial Stockholders.  If your shares are not registered in your own name, your broker, bank, trust or other nominee that holds your shares may have asked you to consent to the delivery of a single Notice or Proxy Statement and annual report if there are other Las Vegas Sands Corp. stockholders who share an address with you. If you currently receive more than one Notice or Proxy Statement and annual report at your household, and would like to receive only one copy of each in the future, you should contact your nominee.

 

Right to Request Separate Copies.  If you consent to the delivery of a single Notice or Proxy Statement and annual report but later decide that you would prefer to receive a separate copy of the Notice or Proxy Statement or annual report, as applicable, for each stockholder sharing your address, then please notify us or your nominee, as applicable, and we or they will promptly deliver such additional Notices or Proxy Statements or annual reports. If you wish to receive a separate copy of the Notice or Proxy Statement or annual report for each stockholder sharing your address in the future, you may contact our transfer agent, American Stock Transfer & Trust Company, directly by telephone at 1-800-937-5449 or by visiting its website at www.amstock.com and following the instructions.

 

All meeting attendees may be asked to present a valid, government-issued photo identification (federal, state or local), such as a driver’s license or passport, and proof of beneficial ownership if you hold your shares through a broker, bank or other nominee before entering the meeting. Attendees may be subject to security inspections. Video and audio recording devices and other electronic devices will not be permitted at the meeting.

 

The following table sets forth information as of April 13, 2009 as to the beneficial ownership of our Common Stock, in each case, by:

 

 

 

 

 

Our Board currently has eight directors, divided into three classes, designated as Class I, Class II and Class III. Members of each class serve for a three-year term. Stockholders elect one class of directors at each annual meeting. Our directors are expected to attend each annual meeting of stockholders and all of our current directors who were members of our Board at that time attended our 2008 annual meeting of stockholders held on June 5, 2008. The term of office of the current Class II directors will expire at the 2009 meeting. The term of office for the Class III directors will be subject to renewal in 2010 and the term of office for the Class I directors will be subject to renewal in 2011. Each director holds office until his or her successor has been duly elected and qualified or the director’s earlier resignation, death or removal. The nominees are all current directors of the Company, and each nominee has indicated that he will serve if elected. We do not anticipate that any nominee will be unable or unwilling to stand for election, but if that happens, your proxy will be voted for another person nominated by the Board.

 

The nominees for re-election for a three-year term ending in 2012 are as follows:

 

The other members of the Board are as follows:

 

 

There is no family relationship between any director or executive officer of the Company.

 

Board

 

NYSE Listing Standards.  Certain provisions of the corporate governance rules of the NYSE are not applicable to “controlled companies.” “Controlled companies” under those rules are companies of which more than 50 percent of the voting power is held by an individual, a group or another company. The Company currently is a “controlled company” under this definition by virtue of the ownership by Mr. Adelson of more than 50 percent of the voting power of the Common Stock and his ability to elect the entire Board. Accordingly, the Company has chosen to take advantage of certain of the exemptions provided in the NYSE’s rules. Specifically, the Company is not required to have a majority of independent directors or a nominating and governance committee or a compensation committee composed entirely of independent directors.

 

Independent Directors.  As a “controlled company” we are not required to have a majority of independent directors on our Board pursuant to the rules of the NYSE. However, the Board has determined that four of the eight current members of the Board satisfy the criteria for independence under applicable rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE corporate governance rules, namely Messrs. Ader, Koo, Schwartz and Siegel. The Board previously determined that two former members of the Board, Messrs. Heyer and Purcell, satisfied these criteria for independence during the period in which they served on the Board. In making its determinations, the Board reviewed all the relevant facts and circumstances, the standards set forth in our Corporate Governance Guidelines, the NYSE rules and other applicable laws and regulations.

 

Two of our directors, Messrs. Chafetz and Forman, have business and personal relationships with our controlling stockholder, Mr. Adelson. Mr. Chafetz was a stockholder, vice president and director of the entity that owned and operated the COMDEX trade show and The Sands Expo and Convention Center, which were created and developed by Mr. Adelson. Mr. Forman was Vice President and General Counsel of this entity. Mr. Chafetz is also a director and a 14.7% shareholder of entities that control Interface Travel and that are controlled by Mr. Adelson. Mr. Chafetz also is a trustee of several trusts for the benefit of Mr. Adelson’s family members that beneficially own shares of our Common Stock. For additional information, see “Proxy and Voting Information — How You Can Vote” and “Principal Stockholders” above. These relationships with Mr. Adelson also include making joint investments and other significant financial dealings. As a result, Messrs. Adelson, Chafetz and Forman may have their financial interests aligned and therefore, the Board does not consider Messrs. Chafetz and Forman to be independent directors.

 

Board Meetings.  The Board held 23 meetings and acted by written consent three times during 2008. The work of the Company’s directors is performed not only at meetings of the Board and its committees, but also by consideration of the Company’s business through the review of documents and in numerous communications among Board members and others. In 2008, all directors attended at least 75% of the aggregate of all meetings of the Board and committees on which they served during the periods in which they served.

 

Committees

 

Standing Committees.  Our Board has three standing committees: an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”) and a nominating and governance committee (the “Nominating and Governance Committee”).

 

Audit Committee.  The Audit Committee operates under a written charter. The primary purpose of the Audit Committee is to assist the Board in monitoring the integrity of our financial statements, our independent registered public accounting firm’s qualifications and independence, the performance of our audit function and independent registered public accounting firm and our compliance with legal and regulatory requirements. Among other things, our Audit Committee selects our independent registered public accounting firm and reviews with such firm the plan, scope and results of such audit, and the fees for the services performed. The Audit Committee also reviews with management, the independent registered public accounting firm and internal auditors the adequacy of internal control systems, receives internal audit reports and subsequently reports its findings to the full Board.

The current members of our Audit Committee are Irwin A. Siegel (Chairman), Jason N. Ader and Jeffrey H. Schwartz. The Board has determined that Messrs. Siegel, Ader and Schwartz are each independent under applicable NYSE and federal securities rules and regulations on independence of Audit Committee members. The Board has determined that each of the members of the Audit Committee is “financially literate” and that Mr. Siegel qualifies as an “audit committee financial expert,” as defined in the NYSE’s listing standards and federal securities rules and regulations. The Audit Committee held eight meetings and acted by written consent once during 2008.

 

Compensation Committee.  The Compensation Committee operates under a written charter pursuant to which it has direct responsibility for the compensation of our executive officers. The Compensation Committee has the authority to set salaries, bonuses and other elements of employment and to approve employment agreements for our executive officers. The Compensation Committee also may delegate its authority to the extent permitted by the Board, the Compensation Committee charter, our by-laws, state law and NYSE regulations. In addition, the Compensation Committee has the authority to approve employee benefit plans as well as to administer our 2004 Equity Award Plan. The current members of the Compensation Committee are Charles D. Forman (Chair), Irwin Chafetz, George P. Koo, and Irwin A. Siegel. The Compensation Committee held seven meetings and acted by written consent five times during 2008. Under Section 162(m) of the Internal Revenue Code (“Section 162(m)”), compensation paid to members of senior management in excess of $1 million per year is not deductible by the Company unless the compensation is “performance-based” as described in the applicable regulations. As required by its charter, the Compensation Committee established a Performance Subcommittee to make the required determinations relating to “performance-based” compensation for purposes of Section 162(m). Messrs. Koo and Siegel are the current members of the Performance Subcommittee and are independent directors under Section 162(m). The Performance Subcommittee met as part of each Compensation Committee meeting and also acted once by written consent during 2008. Additional information about the Compensation Committee, its responsibilities and its activities is provided under the caption “Compensation Discussion and Analysis.”

 

Nominating and Governance Committee.  The Nominating and Governance Committee operates under a written charter and has the authority to, among other things, review and make recommendations regarding the composition of the Board and its committees; develop and implement policies and procedures for the selection of Board members; identify individuals qualified to become Board members and select, or recommend that the Board select, director nominees; assess, develop and make recommendations to the Board with respect to Board effectiveness and related corporate governance matters, including corporate governance guidelines and procedures intended to organize the Board appropriately; and oversee the evaluation of the Board and management. The current members of the Nominating and Governance Committee are Michael A. Leven (Chair), Sheldon G. Adelson and Jason N. Ader. The Nominating and Governance Committee held no separate meetings and did not act by written consent during 2008. The activities of the members of the Nominating and Governance Committee were discussed during regularly scheduled Board meetings.

 

Compensation Committee Interlocks and Insider Participation.  The members of the Compensation Committee in 2008 were Messrs. Forman, Chafetz, Koo, Leven and Purcell. Mr. Forman was, from 1989 to 1995, an officer of Interface Group-Massachusetts, LLC and Interface Group-Nevada, Inc., companies controlled by Mr. Adelson (our “principal stockholder”). Mr. Chafetz is a director of The Interface Group, LLC, a Massachusetts limited liability company that controls Interface Group-Massachusetts, LLC, a company that owns and operates Interface Travel. From 1989 to 1995, Mr. Chafetz was a Vice President and director of Interface Group-Nevada, Inc. and a director and Vice-President of our subsidiary, Las Vegas Sands, Inc. Except as described above, none of the other individuals who served as a member of our Compensation Committee during 2008 is, or has been, an employee or officer of the Company. None of our executive officers serves, or in the past year has served, as a member of the Board or Compensation Committee of any entity that has one or more executive officers who serve on our Board or Compensation Committee. Mr. Chafetz is a party to certain transactions described under “Certain Transactions” below.

 

Other Committees.  In addition to its standing committees, the Board established a special committee on September 16, 2008 to advise it in connection with the September 2008 investment in the Company by the family of the Company’s principal stockholder. The members of the special committee were Andrew R. Heyer (Chair), Michael A. Leven and Irwin A. Siegel. The special committee was dissolved in connection with the completion of the transaction. See “Certain Transactions — 2008 Investments by the Principal Stockholder’s Family — Purchase

of Convertible Notes.” In addition, the Board formed an Advisory Committee on October 29, 2008. The Advisory Committee had the authority to resolve disagreements among members of senior management. The members of the Advisory Committee were Michael A. Leven (Chair), Irwin Chafetz and Irwin Siegel. The Advisory Committee was dissolved on March 12, 2009 following changes in the Company’s senior management.

 

Commitment to Corporate Governance.  Our Board and management have a strong commitment to effective corporate governance. We have in place a comprehensive corporate governance framework for our operations which, among other things, takes into account the requirements of the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of the Securities and Exchange Commission and the NYSE. The key components of this framework are set forth in our amended and restated articles of incorporation and by-laws and the following additional documents:

 

 

Copies of each of these documents are available on our website at www.lasvegassands.com by clicking on “Investor Information,” then “Corporate Governance.” Copies also are available without charge by sending a written request to Investor Relations at the following address: Las Vegas Sands Corp., 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

 

Corporate Governance Guidelines.  We have adopted Corporate Governance Guidelines for the Company setting forth the general principles governing the conduct of the Company’s business and the role, functions, duties and responsibilities of the Board, including, but not limited to, such matters as composition, membership criteria, orientation and continuing education, retirement, committees, compensation, meeting procedures, annual evaluation and management succession planning.

 

Code of Business Conduct and Ethics.  We have adopted a Code of Business Conduct and Ethics that applies to all of the Company’s directors, officers (including the principal executive officer, principal financial officer and principal accounting officer), employees and agents. The Code of Business Conduct and Ethics establishes policies and procedures that the Board believes promote the highest standards of integrity, compliance with the law and personal accountability. The Company’s Code of Business Conduct and Ethics is provided to all new directors, officers and employees.

 

Statement on Reporting Ethical Violations.  We have adopted a Statement on Reporting Ethical Violations to facilitate and encourage the reporting of any misconduct at the Company, including violations or potential violations of our Code of Business Conduct and Ethics, and to ensure that those reporting such misconduct will not be subject to harassment, intimidation or other retaliatory action. The Statement on Reporting Ethical Violations is provided to all new directors, officers and employees.

 

Related Party Transactions.  We have established policies and procedures for the review, approval and/or ratification of related party transactions. Under its charter, the Audit Committee approves all related party transactions required to be disclosed in our public filings and all transactions involving executive officers or directors of the Company that are required to be approved by the Audit Committee under the Company’s Code of Business Conduct and Ethics. Under our procedures, our executive officers and directors provide our corporate counsel’s office with the details of any such proposed transactions. Proposed transactions are then presented to our Audit Committee for review, discussion and approval. The Audit Committee may, in its discretion, request

additional information from the director or executive officer involved in the proposed transaction or from management prior to granting approval for a related party transaction.

 

Nomination of Directors.  The Nominating and Governance Committee proposed to the Board the candidates nominated for election at this annual meeting. The Nominating and Governance Committee, in making its selection of director candidates, considers the appropriate skills and personal characteristics required in light of the then-current makeup of the Board and in the context of the perceived needs of the Company at the time.

 

The Nominating and Governance Committee considers a number of factors in selecting director candidates, including:

 

 

The Nominating and Governance Committee has the discretion to weight these factors as it deems appropriate. The importance of these factors may vary from candidate to candidate.

 

The Nominating and Governance Committee will consider candidates recommended by directors and members of management and may, in its discretion, engage one or more search firms to assist in the recruitment of director candidates. The Nominating and Governance Committee does not have a policy for considering director

candidates recommended by security holders and believes that not having such a policy is appropriate in light of the majority beneficial ownership of the Company’s Common Stock by our principal stockholder and his family.

 

Presiding Non-Management Director.  In accordance with applicable rules of the NYSE and the Company’s Corporate Governance Guidelines, the Board meets at least quarterly in executive session without management directors or any members of the Company’s management being present. At each executive session a presiding director chosen by a majority of the directors present at such session presides over the session.

 

Stockholder Communications with the Board and Audit Committee.  The Board has established a process for stockholders and interested parties to communicate with members of the Board, the Audit Committee, the non-management directors and the presiding non-management director of executive sessions of the Board.

 

Director Communications

 

Stockholders and interested parties who wish to contact our Board, the Chairman of the Board, the presiding non-management director of executive sessions or any individual director are invited to do so by writing to:

 

Board of Directors of Las Vegas Sands Corp.

c/o Corporate Secretary

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

 

Complaints and concerns relating to our accounting, internal accounting controls or auditing matters should be communicated to the Audit Committee of our Board using the procedures described below. All other stockholder and other communications addressed to our Board will be referred to our presiding non-management director of executive sessions and tracked by the Corporate Secretary. Stockholder and other communications addressed to a particular director will be referred to that director.

 

Audit Committee Communications

 

Complaints and concerns relating to our accounting, internal accounting controls, or auditing matters should be communicated to the Audit Committee of our Board, which consists solely of non-employee directors. Any such communication may be anonymous and may be reported to the Audit Committee through the Office of the General Counsel by writing to:

 

Las Vegas Sands Corp.

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attention: Office of the General Counsel

 

All communications will be reviewed under Audit Committee direction and oversight by the Office of the General Counsel, Internal Audit, or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee. The Office of the General Counsel will prepare a periodic summary report of all such communications for the Audit Committee.

 

This section contains certain information about our executive officers, including their names and ages (as of the mailing of these proxy materials), positions held and periods during which they have held such positions. There are no arrangements or understandings between our officers and any other person pursuant to which they were selected as officers.

 

 

For background information on Messrs. Adelson and Leven, please see “Board of Directors.”

 

Bradley H. Stone has been Executive Vice President of our Company since August 2004 and its President of Global Operations and Construction since October 2008. He has been Executive Vice President of Las Vegas Sands, LLC (or its predecessor, Las Vegas Sands, Inc.) since December 1995. From June 1984 through December 1995, Mr. Stone was President and Chief Operating Officer of the Sands Hotel in Atlantic City. Mr. Stone also served as an Executive Vice President of the parent Pratt Hotel Corporation from June 1986 through December 1995. On March 18, 2009, Mr. Stone announced his resignation from the Company. The effective date of his resignation has not been determined.

 

Robert G. Goldstein has been Senior Vice President of our Company since August 2004. He has been Senior Vice President of Las Vegas Sands, LLC (or its predecessor, Las Vegas Sands, Inc.) since December 1995. From 1992 until joining our Company in December 1995, Mr. Goldstein was the Executive Vice President of Marketing at the Sands Hotel in Atlantic City as well as an Executive Vice President of the parent Pratt Hotel Corporation.

 

Mr. Kay has served as the Company’s Senior Vice President and Chief Financial Officer since December 1, 2008. Prior to joining our Company, Mr. Kay served as the Senior Executive Vice President and Chief Financial Officer of CB Richard Ellis Group, Inc. from July 2002 to November 2008. From December 1999 until June 2002, Mr. Kay served as the Vice President and Chief Financial Officer of Dole Food Company, Inc.

 

Mr. Gonzalez-Pita has served as the Company’s Senior Vice President and General Counsel since October 6, 2008. From October 2004 to May 2008, he was the Executive Vice President and General Counsel of Tyson Foods, Inc. Mr. Gonzalez-Pita served as the General Counsel and Vice President for International Legal, Regulatory & External Affairs at BellSouth Corporation from 1999 until September 2004.

 

Mr. DeAngelo has been the Company’s Senior Vice President — Operations, Asia since January 4, 2009. Prior to joining our Company, Mr. DeAngelo served as the Corporate Executive Vice President, Operations for Penn National Gaming, Inc., from July 2003 until July 2008. From December 2000 until July 2003, he was the President of Hilton Casino Beach Resort in Atlantic City, New Jersey. He has also held senior executive positions at Sun International and at Sands Hotel and Casino in Atlantic City, New Jersey.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors to file reports of ownership of our Common Stock with the Securities and Exchange Commission. Executive officers and directors are required to furnish the Company with copies of all Section 16(a) forms that they file. Based upon a review of these filings and representations from the Company’s directors and executive officers that no other reports were required, the Company notes that all reports for the year 2008 were filed on a timely basis, except for one late Form 4 filing by Mr. Siegel to report a sale of shares.

The following discussion and analysis contains statements regarding Company performance objectives and targets. These objectives and targets are disclosed in the limited context of our compensation program and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

 

 

This discussion supplements the more detailed information concerning executive compensation in the tables and narrative discussion that follow under “Executive Compensation and Other Information.” This Compensation Discussion and Analysis section discusses our compensation philosophy and objectives and the compensation policies and programs for the following individuals who are referred to as our “executive officers”:

 

 

Compensation Philosophy and Objectives

 

Our executive compensation program is directed by the Compensation Committee of the Board of Directors. The Compensation Committee determines compensation based upon our overall compensation philosophy, which is described below.

 

Prior to and in anticipation of our initial public offering in 2004, we engaged Pearl Meyer & Partners, a nationally recognized compensation consulting firm, to conduct an analysis and to provide independent insights regarding executive compensation. The members of the Compensation Committee at that time directed Pearl Meyer & Partners to:

 

 

In addition, prior to our initial public offering, the members of the Compensation Committee at that time undertook a comprehensive review of total compensation of executives among 16 companies in the gaming industry. At that time, the Company viewed the following companies as its closest competitors for executive talent and market position:

 

The following companies also were included in the 2004 compensation review:

 

 

Following this review, the Compensation Committee developed a compensation philosophy, objectives and structure for total compensation for the individuals then serving as our Chairman and Chief Executive Officer, President, Executive Vice President, President of the Venetian Resort Hotel Casino, Chief Financial Officer and General Counsel and their successors. With the assistance of Pearl Meyer & Partners, the Compensation Committee in 2004 developed the following philosophy and structure for executive officer total compensation reflecting four primary objectives:

 

 

By focusing on the variable, performance-based elements of compensation, the Compensation Committee worked to develop a compensation structure under which a large portion of total compensation for our executive officers varies based upon the Company’s financial performance.

 

The Company entered into long-term employment agreements with Messrs. Adelson, Weidner, Stone and Goldstein in 2004, Messrs. Rozek and Quartieri in 2006 and Mr. Kay in December 2008. These agreements governed the 2008 compensation for our executive officers. Accordingly, the Compensation Committee did not formally benchmark compensation for our executive officers in connection with 2008 compensation. The Compensation Committee has not yet determined whether it will use benchmarking or some other method to determine compensation levels for our executive officers at such time as their employment agreements are extended or otherwise materially revised.

Elements of Executive Officer Compensation

 

Employment Agreements

 

In 2004, in connection with our initial public offering, we entered into employment agreements with Messrs. Adelson, Weidner, Stone and Goldstein. The employment agreements terminate in December 2009 and are subject to extension for those executives still employed at the Company. The total compensation packages for Messrs. Adelson, Weidner, Stone and Goldstein were included in these employment agreements and reflected the compensation philosophy and objectives described above.

 

The compensation packages for Messrs. Adelson, Weidner, Stone and Goldstein were determined with the assistance of Pearl Meyer & Partners and were based on information, benchmarks and other factors in existence at the time we initially entered into the employment agreements in 2004. The elements of the compensation package (base salary, short-term incentives and long term incentives) were initially structured in 2004 to provide compensation at the level of the 75th percentile of the market of the 16 peer gaming companies described above, contingent upon the Company’s achievement of EBITDAR-based performance goals to be established annually by the Performance Subcommittee in its sole discretion. These employment agreements were designed to compensate these executive officers for anticipated Company growth by providing for increased compensation opportunities as the Company achieves higher EBITDAR levels. The Compensation Committee developed this structure to enable us to continue to provide Messrs. Adelson, Weidner, Stone and Goldstein during the terms of their employment agreements with compensation levels that were competitive with those paid to executive officers at companies of comparable size.

 

Mr. Rozek’s compensation package was developed in 2006 by reference to the compensation paid to the other executive officers at that time. A portion of Mr. Rozek’s compensation was contingent upon the Company’s achievement of EBITDAR-based performance goals. Mr. Rozek’s employment agreement terminated upon his resignation from the Company in May 2008.

 

The Performance Subcommittee established the required 2008 EBITDAR-based performance targets for Messrs. Adelson, Weidner, Stone, Goldstein and Rozek. However, because the compensation for these executive officers is governed by long-term employment agreements, the Compensation Committee did not specifically analyze the various elements of their 2008 compensation or compare the elements of their 2008 compensation to benchmark or other information.

 

We entered into an employment agreement with Mr. Kay that was effective on December 1, 2008 and terminates on December 31, 2011, subject to extensions. The Compensation Committee did not analyze elements of Mr. Kay’s 2008 compensation because his employment agreement was only in effect for one month during that year.

 

Mr. Quartieri’s employment agreement was entered into in 2006 and was not amended in connection with his service as the Company’s principal financial officer during part of 2008. Accordingly, the Compensation Committee did not review Mr. Quartieri’s 2008 compensation.

 

The major elements of our executive officer compensation and details regarding how each component was determined are described below.

 

Base Salary

 

Base salary levels for our executive officers were determined based on their individual experience and responsibilities and were assessed relative to market levels. The tenure at the Company of Messrs. Adelson, Weidner, Stone and Goldstein also was considered at the time we entered into their employment agreements in 2004. In the gaming industry, market-competitive levels of base salary for senior executive positions often exceed $1 million, and historically Messrs. Adelson, Weidner and Stone have earned base salaries in excess of this amount. However, beginning in 2005, consistent with our compensation philosophy and in order to maximize the tax deductibility of compensation, we limited annual base salaries for our executive officers to $1 million. The employment agreements include a performance-based incentive opportunity for those executive officers impacted by this limit.

Mr. Kay’s employment agreement provides that his base salary will increase on January 1, 2010 and January 1, 2011, in each case by a minimum of four percent.

 

Mr. Rozek’s employment agreement provided that his base salary would increase upon the Company’s attainment of predetermined annual EBITDAR-based targets as set forth in the following table, with additional increases to be determined by the Compensation Committee in its sole discretion.

 

 

Mr. Quartieri’s employment agreement provides that his base salary will be reviewed annually and may be increased, but not decreased.

 

Short-term Incentives

 

Our executive officers are eligible for annual performance-based cash incentives under the Company’s Executive Cash Incentive Plan, which was created to establish a program of annual incentive compensation awards for designated officers and other key executives that is directly related to our performance results.

 

Messrs. Adelson, Weidner, Stone and Goldstein

 

Messrs. Adelson, Weidner, Stone and Goldstein are eligible for two types of annual performance-based incentive opportunities, a base bonus and an annual bonus. The target base bonus and annual bonus opportunities are described in their employment agreements, as set forth below.

 

Base bonus.  Messrs. Adelson, Weidner, Stone and Goldstein are eligible for cash incentive bonuses earned and payable quarterly primarily subject to the Company’s attainment of predetermined EBITDAR-based performance targets. Base bonus payments may range from $0 (if the Company does not achieve the predetermined EBITDAR performance target) to a defined maximum opportunity specific to the applicable executive officer.

 

Under their employment agreements, Messrs. Adelson, Weidner, Stone and Goldstein are entitled to the following cumulative increases in their base bonus opportunities as the Company achieves higher annualized six-month EBITDAR levels.

 

 

Annual bonus.  Under their employment agreements, Messrs. Adelson, Weidner, Stone and Goldstein are each eligible to receive annual cash incentive bonuses equal to a percentage of his base salary plus his base bonus. The entire annual bonus payable to Messrs. Adelson, Weidner, Stone and Goldstein is subject to the Company’s achievement of EBITDAR-based performance targets. The target annual bonus percentages and the maximum annual bonus percentages, respectively, are as follows: Mr. Adelson, 80% and 160%; Mr. Weidner, 75% and 150%; Mr. Stone, 70% and 140%; and Mr. Goldstein, 65% and 130%.

Annual bonus payments for Messrs. Adelson, Weidner, Stone and Goldstein may range from $0 (if the Company does not achieve 80% of the predetermined EBITDAR performance target) to a defined maximum opportunity specific to each executive officer (if the Company achieves 110% of the predetermined EBITDAR performance target). Annual bonus payments increase ratably if EBITDAR reaches 80% to 100% of the predetermined EBITDAR target. Annual bonus opportunities are subject to future increases as the Company achieves higher annualized six-month EBITDAR levels, as follows:

 

 

The performance targets specified under the employment agreements for Messrs. Adelson, Weidner, Stone and Goldstein are primarily EBITDAR-based. The EBITDAR-based performance targets are established annually by the Performance Subcommittee following consultation with the other members of the Compensation Committee, our executive officers and such other members of our management as the Performance Subcommittee deems appropriate. The Performance Subcommittee establishes different EBITDAR-based performance targets for the base bonus and the annual bonus. Each year’s target represents the EBITDAR level that must be achieved in order for Messrs. Adelson, Weidner, Stone and Goldstein to receive 100% of their target base bonus or their target annual bonus. For 2008, the Performance Subcommittee established an EBITDAR-based performance target of $1.2 billion relating to the base bonus and $1.325 billion relating to the annual bonus. The 2008 performance targets for the base and annual bonuses were based on EBITDAR for all Company properties, including The Venetian Resort Hotel Casino, The Palazzo Resort Hotel Casino, the Sands Expo and Convention Center, the Sands Macao and The Venetian Macao Resort Hotel and, following its opening, the Four Seasons Hotel Macao. In determining the 2008 annual EBITDAR-based targets, the Performance Subcommittee’s goal was to set an aggressive objective based on its review of the annual budget information provided by management and the Board’s discussions with our executive officers and management about the assumptions underlying the budget, including the Company’s development plans for the upcoming year. In making its determination, the Performance Subcommittee recognized the inherent difficulty of the task given the Company’s rapid expansion since its initial public offering, the unique nature of many of the Company’s development projects and the Company’s future growth plans. The Performance Subcommittee believed that the achievement of the 2008 performance targets required management to perform at a high level to earn the target bonus payments.

 

In 2008, the Company did not achieve the predetermined EBITDAR-based performance target required for the payment of base bonuses. Accordingly, base bonuses were not paid to Messrs. Adelson, Weidner, Stone or Goldstein for 2008 performance. The Company achieved 80.3% of the predetermined EBITDAR-based performance target relating to the annual bonus. Pursuant to their employment agreements, Messrs. Adelson, Weidner, Stone and Goldstein were entitled to annual bonus payments of $13,038, $12,314, $11,589 and $10,485, respectively. Notwithstanding the provisions of the employment agreements, the Compensation Committee did not approve the annual bonus payments for Messrs. Adelson, Weidner, Stone and Goldstein because cash bonuses had been eliminated for most of the Company’s management-level employees during 2008 due to the Company’s performance and financial position. For more information about base bonus and annual bonus incentive awards, see “Executive Compensation and Other Information — Employment Agreements.”

 

Mr. Kay

 

Under his employment agreement, Mr. Kay is eligible to receive an annual cash bonus based on the achievement of annual performance objectives and in an amount not to exceed 100% of his base salary absent a determination of unusual circumstances or exceptional performance. Mr. Kay joined the Company in December 2008 and did not receive a cash bonus for his 2008 performance.

Mr. Rozek

 

Under Mr. Rozek’s employment agreement, one-half of his annual bonus opportunity was based on the Company’s achievement of the predetermined EBITDAR-based performance target for annual bonuses described above and determined as a percentage of his base salary. The other half of Mr. Rozek’s annual bonus opportunity was based on his attainment of individual performance criteria that were established annually by the Compensation Committee. Mr. Rozek’s target annual bonus percentage and maximum annual bonus percentages, respectively, were 60% and 120%. Under Mr. Rozek’s employment agreement, his annual bonus opportunities were subject to future increases as the Company achieves higher annualized six-month EBITDAR levels, with target and maximum annual bonus opportunities of 65% and 130%, respectively, if the Company achieved annualized EBITDAR of $700 million. His target and maximum bonus opportunities were 70% and 140%, respectively, if the Company achieved annualized EBITDAR of $900 million. Mr. Rozek resigned from the Company before his 2008 individual performance criteria were established. He did not receive any bonus payments in respect of his 2008 performance.

 

Mr. Quartieri

 

Under his employment agreement, Mr. Quartieri is eligible to receive a discretionary cash bonus of 30% of his base salary, paid quarterly in installments. The discretionary bonus is based on the achievement of individual and company goals and objectives. Mr. Quartieri did not receive a cash bonus for his 2008 performance. As discussed above, cash bonuses were eliminated for most of the Company’s management-level employees during 2008 due to the Company’s performance and financial position.

 

Long-term Incentives (Equity Awards)

 

Our executive officers are eligible for long-term, equity incentives under the Company’s 2004 Equity Award Plan, which is administered by the Compensation Committee and was created to give us a competitive edge in attracting, retaining and motivating employees and to enable us to provide incentives directly related to increases in our stockholder value.

 

Messrs. Adelson, Weidner, Stone and Goldstein

 

The equity incentive awards for Messrs. Adelson, Weidner, Stone and Goldstein under their employment agreements are split into two equal components:

 

 

The Performance Subcommittee establishes the EBITDAR-based performance target level that must be achieved in order for our executive officers to receive 100% of their target restricted stock awards. Under the employment agreements, this EBITDAR-based performance target must be substantially similar to the target established for the payment of the annual bonuses. For 2008, the Performance Subcommittee established an EBITDAR-based performance target of $1.325 billion relating to restricted stock awards, determined as described above under “— Short-term Incentives.” For the reasons discussed above under “— Short-term Incentives,” the Performance Subcommittee believed that the achievement of the 2008 performance targets required management to perform at a high level to earn the target equity incentive awards.

Under their employment agreements, Messrs. Adelson, Weidner, Stone and Goldstein are entitled to the following target grant values of their equity incentive awards as the Company achieves higher annualized six-month EBITDAR levels:

 

 

In 2008, the Company achieved 80.3% of the predetermined EBITDAR-based performance target relating to the award of restricted stock. The restricted stock and option awards to Messrs. Adelson, Weidner, Stone and Goldstein for 2008 performance are included in the discussion relating to the Grants of Plan-Based Awards Table. For more information about equity incentive awards, see “— Executive Compensation Related Policies and Practices — Stock Option and Restricted Stock Grant Practices” and “Executive Compensation and Other Information — Employment Agreements.”

 

Mr. Kay

 

Mr. Kay received a grant of options to purchase 100,000 shares of our Common Stock on January 1, 2009. Options to purchase 5,000 shares, 12,500 shares, 21,666 shares, 28,333 shares, 20,833 shares and 11,668 shares vest on the first, second, third, fourth, fifth and sixth anniversaries of the date of grant, respectively.

 

Mr. Rozek

 

Under his employment agreement, Mr. Rozek was entitled to receive equity incentive awards, equally divided between grants of stock options and shares of restricted stock, as described above. Under his employment agreement, Mr. Rozek was entitled to receive equity incentive awards of $660,000, $720,000, $780,000 or $840,000 if the Company achieved annualized six-month EBITDAR levels of $700 million, $800 million, $900 million or $1 billion, respectively. Mr. Rozek received a grant of options to purchase 13,278 shares of Common Stock in respect of 2008 performance. The grant was forfeited upon his resignation from the Company.

 

Mr. Quartieri

 

Under his employment agreement, Mr. Quartieri is eligible to receive stock options under the Company’s 2004 Equity Award Plan. Mr. Quartieri’s 2008 option award is included in the Grants of Plan-Based Awards Table.

 

Personal Benefits

 

Under their employment agreements, Mr. Adelson is entitled to be reimbursed up to $100,000 annually, and Mr. Weidner is entitled to be reimbursed up to $50,000 during the term of his employment, for personal legal and financial planning fees and expenses. Mr. Adelson also is entitled during the term of his employment to the full-time and exclusive use of an automobile and a driver of his choice and security services for himself, his spouse and minor children. For more information, see footnote (5) to the Summary Compensation Table under “Executive Officer Compensation and Other Information.”

 

The Company provides certain of its executive officers with access to corporate memberships at country clubs for business purposes. The Company requires these executives to reimburse it in full for personal use of these facilities. The Company also permits its executive officers to use Company personnel for home repairs during business hours on a limited basis. The Company requires that these executives reimburse it in full for these services.

 

Our executive officers also participate in a group supplemental medical insurance program available only to certain of our senior officers. Our executive officers, as well as certain other employees, are also entitled to use workout facilities at the Canyon Ranch Spa at The Venetian Resort Hotel Casino and The Palazzo Resort Hotel Casino and to receive dry cleaning services. Our executive officers are entitled to receive other employee benefits

generally made available to our employees. The Company does not permit personal use of corporate aircraft. However, on certain occasions, an executive officer’s spouse or other immediate family member has accompanied the executive officer on flights on aircraft that we own or lease. For more information, see footnote (5)(v) to the Summary Compensation Table under “Executive Officer Compensation and Other Information.”

 

Change in Control and Termination Payments

 

The long-term employment agreements with our executive officers provide for payments and the continuation of benefits upon certain terminations of employment or if there is a change of control of the Company. These provisions in the employment agreements with Messrs. Adelson, Weidner, Stone and Goldstein reflect the advice of our compensation consultant, Pearl Meyer & Partners, and are based on negotiations with these executive officers. In addition, the employment agreements with our executive officers include restrictive covenants relating to future employment. Accordingly, the Compensation Committee believed the post termination payments were necessary in order to enable us to provide a competitive compensation package so that we could retain our executive officers.

 

The Company’s 2004 Equity Award Plan was established in 2004. The purpose of the plan is to provide a means through which the Company may attract able persons to enter and remain in the employ of the Company. The change of control provisions of the plan were designed in furtherance of this goal.

 

Further information about benefits under certain change in control and terminations of employment are described below under “Potential Payments Upon Termination or Change in Control.”

 

Tax and Accounting Considerations Relating to Executive Compensation

 

Section 162(m) of the Internal Revenue Code

 

The Compensation Committee’s general policy is that compensation should qualify to be tax deductible to the Company for federal income tax purposes. Under Section 162(m) of the Internal Revenue Code (the “Code”), compensation paid to certain members of senior management in excess of $1 million per year is not deductible unless the compensation is “performance-based” as described in the regulations under Section 162(m). Compensation is generally “performance-based” if it is determined using pre-established objective formulas and criteria approved by stockholders within the past five years. The compensation awards under our Executive Cash Incentive Plan are designed to be tax deductible to us under the performance-based compensation exception to Section 162(m). The maximum amount payable to a participant under the Executive Cash Incentive Plan in respect of an annual bonus award that is intended to qualify for the performance-based compensation exception to Section 162(m) is $10.0 million. The performance-based provisions of our Executive Cash Incentive Plan were approved by our stockholders at the 2008 annual meeting of stockholders.

 

Our executive officers are eligible to receive cash bonuses payable under our Executive Cash Incentive Plan in the amounts determined in accordance with their employment agreements. The document governing the Executive Cash Incentive Plan specifies that the Compensation Committee, in its sole discretion, has full power and authority to administer the plan, including, among other things, the authority to designate an award as one that does not qualify as “performance-based” compensation under Section 162(m) of the Code. Accordingly, the supplemental bonuses paid to Messrs. Weidner, Stone, Goldstein and Rozek included in the Summary Compensation Table with respect to 2007 performance were not made pursuant to the Executive Cash Incentive Plan. The Performance Subcommittee makes all determinations relating to “performance-based” compensation for purposes of Section 162(m). The Compensation Committee believes that mathematical formulas cannot always anticipate and fairly address every situation that might arise. The Compensation Committee therefore retains the authority to adjust compensation in the case of unexpected, unusual or non-recurring events, even if this results in the payment of non-deductible compensation or to otherwise award or pay non-deductible compensation if the Committee deems it in the best interests of the Company and its stockholders to do so.

 

In addition, bonus awards granted under the Executive Cash Incentive Plan must specify performance criteria to be achieved, a minimum acceptable level of achievement below which no payment or award will be made and a formula for determining the amount of any payment or award to be made if performance is at or above the minimum acceptable level but falls short of full achievement of the specified performance criteria. The Compensation

Committee may modify performance criteria or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable, provided that no such modification may be made that would cause an award to no longer qualify as “performance-based” compensation under Section 162(m).

 

Our executive officers also are eligible to receive equity incentive awards under our 2004 Equity Award Plan. The amounts of the equity incentive awards are specified in their employment agreements. The Board of Directors has appointed the Compensation Committee to administer the 2004 Equity Award Plan. The Performance Subcommittee makes all determinations relating to “performance-based” compensation for purposes of Section 162(m). Under the plan, the Performance Subcommittee may not grant or provide payment in respect of an award intended to qualify as “performance-based” compensation unless the applicable performance goals have been achieved and, under the applicable performance formula, all or some of the performance award has been earned for the performance period.

 

Sections 280G and 4999 of the Code (“Golden Parachute Payments”)

 

If any payment to Messrs. Adelson, Weidner, Stone, Goldstein or Rozek pursuant to the applicable employment agreement is subject to the excise tax imposed by Section 4999 of the Code, the payments to the respective executive officer that are considered “parachute payments” will be limited to the greatest amount which can be paid under Section 280G without causing any loss of deduction to the Company but only if, by reason of such reduction, the net after tax benefit to the executive officer (as defined in his employment agreement) exceeds the net after tax benefit if the reduction were not made.

 

Accounting for Stock-Based Compensation

 

Beginning on January 1, 2006, we began accounting for stock-based compensation under our 2004 Equity Award Plan in accordance with the requirements of Statement of Financial Accounting Standards No. 123R.

 

Deferred Compensation

 

The Las Vegas Sands Corp. Deferred Compensation Plan was created to provide benefits to non-employee directors and a select group of management or highly paid employees to be selected by our Compensation Committee. All non-employee directors are eligible to participate in the Deferred Compensation Plan. The Deferred Compensation Plan allows participating employees to defer payment of their base salary and/or bonus and non-employee directors to defer payment of director fees. There are currently no participants in the Deferred Compensation Plan.

 

Executive Compensation Related Policies and Practices

 

Policies Regarding Stock Ownership and Hedging the Economic Risk of Stock Ownership

 

The Company believes that the number of shares of the Company’s Common Stock owned by each executive officer is a personal decision and encourages stock ownership, including through the compensation policies applicable to its executive officers. Accordingly the Company has not adopted a policy requiring its executive officers to hold a portion of their stock during their employment at the Company.

 

Under our securities trading policy, our officers, directors and employees are not permitted to purchase our Common Stock on margin, sell our Common Stock short or buy or sell puts, calls or other derivative instruments relating to our Common Stock. Although we discourage speculative hedging transactions, we do permit long-term hedging transactions that are designed to protect an individual’s investment in our Common Stock provided that the hedge is for at least six months in duration and relates to stock or options held by the individual.

 

Stock Option and Restricted Stock Grant Practices

 

The employment agreements for Messrs. Adelson, Weidner, Stone and Goldstein and Rozek provide that grants of stock options are to be made by March 15 of the year to which the grant relates. On March 29, 2008, the Company granted Messrs. Weidner, Stone, Goldstein and Rozek stock options in respect of 2008 performance. Mr. Adelson waived his rights to receive the stock options grant relating to 2008 performance to which he was

entitled under his employment agreement. Mr. Rozek forfeited his grant of stock options relating to 2008 performance upon his resignation from the Company. Grants of restricted stock are to be made by March 15 following the year to which the award relates, provided that the performance goals for such prior year have been achieved. On February 6, 2009, the Company granted Messrs. Adelson, Weidner, Stone and Goldstein restricted stock in respect of 2008 performance.

 

Grants of stock options and restricted stock under our 2004 Equity Award Plan are approved by the Compensation Committee’s Performance Subcommittee. Each of the members of the Performance Subcommittee is an independent director. The stock option grants to our executive officers under their employment agreements are effective as of their respective grant dates which are either the date of approval or, if later, the first date of employment or a future date specified in the employment agreement. The exercise price of all stock options is equal to the fair market value of our Common Stock on the grant date.

 

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis contained in this Proxy Statement with management and, based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included by reference in the Company’s Annual Report on Form 10-K and this Proxy Statement.

 

Charles D. Forman, Chair
Irwin Chafetz
George P. Koo
Irwin A. Siegel (since March 12, 2009)

 

The foregoing Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.

 

The following table provides information regarding compensation for our Chief Executive Officer, Chief Financial Officer and each of our other three highest paid executive officers serving as such at December 31, 2008, our former Chief Financial Officer and our Corporate Controller and former principal financial officer.

 

2008 Summary Compensation Table

 

 

 

 

All Other Compensation

 

 

 

 

 

2008 Grants of Plan-Based Awards

 

The following table presents information on potential payment opportunities in respect of 2008 performance under our Executive Cash Incentive Plan for Messrs. Adelson, Weidner, Stone, Goldstein, Kay and Rozek and equity awards granted during 2008 under our 2004 Equity Award Plan.

 

 

 

 

The March 28, 2008 grants of restricted stock shown in the table above are grants in respect of 2007 performance. Under his employment agreement, Mr. Adelson was entitled to receive a restricted stock grant of 7,430 shares in respect of 2007 performance. Mr. Adelson waived his right to receive this restricted stock grant. On February 6, 2009, the Company granted Messrs. Adelson, Weidner, Stone and Goldstein restricted stock in respect of 2008 performance of 5,948 shares, 5,511 shares, 4,723 shares and 4,024 shares, respectively. The restricted stock awards vest in three equal installments on January 1, 2010, 2011 and 2012.

 

The March 28, 2008 grants of stock options shown in the table above are grants in respect of 2008 performance. Under his employment agreement, Mr. Adelson was entitled to receive a grant of 57,882 stock options in respect of 2008 performance. Mr. Adelson waived his right to receive this stock option grant. The stock option grants vest in four equal installments on January 1, 2010, 2011, 2012 and 2013.

 

Employment Agreements

 

The executive employment agreements provide for the payment of base salary, cash incentive bonuses and equity incentive awards in amounts that are determined as described below.

 

Base salary.  The employment agreements for Messrs. Adelson, Weidner, Stone, Goldstein, Kay, Rozek and Quartieri provide for annual base salaries of $1,000,000, $1,000,000, $1,000,000, $965,000, $900,000, $500,000 ($650,000 for 2008) and $225,000 ($285,000 for 2008), respectively. Mr. Kay’s base salary is subject to annual increases of at least four percent. Mr. Rozek’s base salary was subject to future increases as the Company achieves higher annualized six-month EBITDAR levels. Mr. Quartieri’s base salary is subject to annual review, at which time his base salary may be increased but not decreased.

 

Base bonus.  The employment agreements for Messrs. Adelson, Weidner, Stone and Goldstein provide for target base bonus payments to be earned and payable quarterly, primarily subject to the Company’s attainment of predetermined EBITDAR-based performance targets. The target base bonuses for 2005 were $500,000, $300,000, $50,000 and $0, respectively. Commencing with 2006 and for each year during the term of the applicable executive officer’s employment, the target annual base bonus increases automatically by at least four percent (4%) of the sum of (x) the applicable executive officer’s base salary for the immediately preceding year plus (y) the base bonus paid to the applicable executive officer with respect to the immediately preceding year. In addition, as described under “Compensation Discussion and Analysis,” the target annual base bonus opportunity is subject to future increases as

the Company achieves higher annualized six-month EBITDAR levels. The employment agreements for Messrs. Kay, Rozek and Quartieri do not provide for a base bonus.

 

Annual bonus.  The employment agreements for Messrs. Adelson, Weidner, Stone, Goldstein and Rozek provide for target annual bonus payments contingent on the Company’s achievement of annual performance objectives that are primarily EBITDAR-based. The amount of the annual bonus is equal to a percentage of the sum of (x) the applicable executive officer’s base salary for the year plus (y) the base bonus paid to the applicable executive officer for the year. Annual bonus payments may range from $0 (if the Company does not achieve 80% of the predetermined EBITDAR performance target) to a defined maximum opportunity specific to each executive officer (if the Company achieves 110% of the predetermined EBITDAR performance target). Annual bonus payments increase ratably if EBITDAR reaches 80% to 100% of the predetermined EBITDAR target. The target and maximum annual bonus opportunities as a percentage of base salary and base bonus for these executive officers are: Mr. Adelson, 80% and 160%; Mr. Weidner, 75% and 150%; Mr. Stone, 70% and 140%; Mr. Goldstein, 65% and 130%; and Mr. Rozek, 60% and 120%. As described above under “Compensation Discussion and Analysis,” the target and maximum annual bonus opportunity as a percentage of base salary and base bonus for Messrs. Adelson, Weidner, Stone, Goldstein and Rozek is subject to future increases as the Company achieves higher annualized six-month EBITDAR levels. The entire annual bonus payable to Messrs. Adelson, Weidner, Stone and Goldstein is subject to the Company’s achievement of the targeted financial performance objectives. One-half of Mr. Rozek’s annual bonus opportunity was based on the achievement of these financial performance objectives and the other half was based on his attainment of individual performance criteria that are established annually by the Compensation Committee.

 

Mr. Kay is eligible to receive an annual cash bonus based on the achievement of annual performance objectives and in an amount not to exceed 100% of his base salary absent a determination of unusual circumstances or exceptional performance.

 

Mr. Quartieri is eligible to receive a discretionary cash bonus of 30% of his base salary, paid quarterly in installments. The discretionary bonus is based on the achievement of individual and company goals and objectives.

 

Equity incentive awards.  The employment agreements for Messrs. Adelson, Weidner, Stone, Goldstein and Rozek identify the targeted total grant value of the applicable executive officer’s equity incentive awards. The target total grant value of the equity incentive awards for 2005 for Messrs. Adelson, Weidner, Stone and Goldstein were $2,200,000, $2,000,000, $1,750,000 and $1,500,000, respectively. Mr. Rozek joined the Company in 2006. He received a grant of 40,000 stock options for 2006 and his target total grant value for restricted stock awards for 2006 was $250,000. As described above under “Compensation Discussion and Analysis,” the targeted total grant value of equity incentive awards for Messrs. Adelson, Weidner, Stone, Goldstein and Rozek is subject to future increases as the Company achieves higher annualized six-month EBITDAR levels.

 

Pursuant to his employment agreement, Mr. Kay received a grant of options to purchase 100,000 shares of our Common Stock on January 1, 2009. Options to purchase 5,000 shares, 12,500 shares, 21,666 shares, 28,333 shares, 20,833 shares and 11,668 shares vest on the first, second, third, fourth, fifth and sixth anniversaries of the date of grant, respectively.

 

Under his employment agreement, Mr. Quartieri is eligible to participate in the Company’s 2004 Equity Award Plan.

 

For additional information about the employment agreements, see “Compensation Discussion and Analysis — Elements of Executive Officer Compensation — Employment Agreements” and “— Potential Payments Upon Termination or Change in Control.”

Outstanding Equity Awards at 2008 Fiscal Year-End

 

The following table sets forth information concerning stock options and shares of restricted stock held by our executive officers at December 31, 2008.

 

 

 

 

 

Option Exercises and Stock Vested in 2008

 

The following table sets forth information concerning the exercise of stock options and the vesting of restricted stock awards by the executive officers during 2008.

 

 

 

 

Potential Payments Upon Termination or Change in Control

 

Employment Agreements

 

The employment agreements for our executive officers provide for payments and the continuation of benefits upon certain terminations of employment or if there is a change in control of the Company.

 

Messrs. Adelson, Weidner, Stone, Goldstein and Rozek

 

In the event of a termination of employment of Messrs. Adelson, Weidner, Stone, Goldstein or Rozek for cause (as defined below) or a voluntary termination by any of these executive officers (other than for good reason (as defined below)), all salary and benefits for the applicable executive officer will immediately cease (subject to any requirements of law).

 

In the event of a termination of employment of any of Messrs. Adelson, Weidner, Stone, Goldstein or Rozek by us without cause or a voluntary termination by any of these executive officers for good reason (as defined below) other than during the two year period following a change in control (as defined below), we will be obligated to pay or provide the applicable executive officer with:

 

 

 

In the event of a termination of employment of any of Messrs. Adelson, Weidner, Stone, Goldstein or Rozek by us without cause or a termination by any of these executive officers for good reason within the two-year period following a change in control (or in the case of Mr. Adelson, a voluntary termination at any time during the one-year period following a change in control), we will be obligated to pay or provide the applicable executive officer with:

 

 

However, if the change in control does not satisfy the definition of a change in the ownership or effective control of a corporation or a change in the ownership of a substantial portion of the assets of a corporation, pursuant to Section 409A of the Code, then the payment of two times salary plus base bonus will be paid ratably for the remainder of the term of the employment agreement and the pro rata annual bonus for the year of termination will be paid at the same time annual bonuses would normally be paid to other executive officers of the Company.

 

In the case of a termination of employment of any of Messrs. Adelson, Weidner, Stone, Goldstein or Rozek due to his death or disability (as defined in the applicable employment agreement), the applicable executive officer (or his estate) will be entitled to receive:

 

 

If any of Messrs. Adelson, Weidner, Stone, Goldstein or Rozek terminates his employment on or after the last day of a fiscal year but before the actual grant date of the restricted stock award for that fiscal year, he will be granted a fully vested award for that fiscal year on the date the award would have otherwise been made (and subject to the applicable performance target being achieved) equal to the number of shares he would have been awarded multiplied by the following applicable percentage:

 

 

All payments under the employment agreements in connection with a termination of employment are subject to the applicable executive officer’s agreement to release the Company from all claims relating to his employment and the termination of his employment. In addition, Messrs. Adelson, Weidner, Stone, Goldstein and Rozek are subject to covenants restricting their ability to compete with the Company or to hire Company employees for a specified period following termination of employment.

Definitions.  The terms “cause,” “good reason” and “change in control” are defined in the employment agreements for Messrs. Adelson, Weidner, Stone, Goldstein and Rozek as follows:

 

Messrs. Adelson, Weidner, Stone, Goldstein or Rozek may be terminated by the Company for “cause” if:

 

 

Messrs. Adelson, Weidner, Stone, Goldstein or Rozek may terminate his employment with the Company for “good reason” if:

 

 

A “change in control” occurs upon:

 

 

 

Mr. Kay

 

In the event of a termination of Mr. Kay’s employment for cause (as defined in his employment agreement) or a voluntary termination by Mr. Kay (other than for good reason), all salary and benefits will immediately cease (subject to any requirements of law).

 

In the event of a termination of Mr. Kay’s employment by the Company without cause or a voluntary termination by Mr. Kay for good reason (as defined in his employment agreement), the Company will be obligated to pay or provide Mr. Kay with:

 

 

In the case of a termination of Mr. Kay’s employment due to his death or disability (as defined in his employment agreement), he will be entitled to receive the following:

 

 

All payments under Mr. Kay’s employment agreement in connection with a termination of employment are subject to his agreement to release the Company from all claims relating to his employment and the termination of his employment. He is also subject to covenants restricting his ability to compete with the Company or to hire Company employees for a specified period following termination of employment.

 

Definitions.  The terms “cause,” “good reason” and “change in control” are defined in Mr. Kay’s employment agreement as follows:

 

Mr. Kay may be terminated by the Company for “cause” if:

 

 

Mr. Kay may terminate his employment with the Company for “good reason” if:

 

 

Under Mr. Kay’s employment agreement, a “change of control” occurs if Sheldon G. Adelson and the estate planning trusts of Sheldon G. Adelson identified at the effective date of Mr. Kay’s employment agreement in the most recent filing with the Securities and Exchange Commission (the “SEC”) (including any amendments, revisions, conversions, substitutions or otherwise of such trusts) control less than 50% of the voting equity of the Company; provided that a “change of control” ceases to constitute Good Reason unless Mr. Kay gives notice to the Company that he is terminating his employment with the Company due to the “change of control” within 30 days after the first filing is made with the SEC by which the fact of such “change of control” could be determined. For purpose of the preceding sentence, Mr. Kay shall be considered to have determined the existence of a “change of control” on the date of the SEC filing if the filing announces a transaction that has occurred or on the date that a prospective transaction closes.

 

Mr. Quartieri

 

In the event of a termination of Mr. Quartieri’s employment for cause (as defined in his employment agreement), all salary and benefits immediately cease. In the event of a termination of Mr. Quartieri’s employment by the Company without cause, the Company is obligated to pay Mr. Quartieri his base salary for the lesser of (i) a period of twelve full months or (ii) the remainder of the term of his employment agreement as of the time of termination.

 

Mr. Quartieri is subject to covenants restricting his ability to compete with the Company or to hire Company employees for a specified period following termination of employment.

In the event that the employment agreement expires, is not extended by the parties and Mr. Quartieri remains in the employ of the Company, Mr. Quartieri would be deemed to be an “at-will” employee and the Company may terminate Mr. Quartieri with or without cause without any further liability.

 

Definitions.  The terms “cause” and “disability” are defined in Mr. Quartieri’s employment agreement as follows:

 

Mr. Quartieri may be terminated by the Company for “cause” if:

 

 

Mr. Quartieri’s employment agreement defines “disability” to mean his inability with or without accommodation to perform, for a period greater than twelve (12) consecutive weeks, the essential functions of his position by reason of permanent mental or physical disability, whether resulting from illness, accident or otherwise.

 

2004 Equity Award Plan

 

In the event of a change in control (as defined above in the definition of change in control in the employment agreements for Messrs. Adelson, Weidner, Stone, Goldstein and Rozek and in the 2004 Equity Award Plan) if our Compensation Committee so determines:

 

 

In addition, performance compensation awards shall vest based on the level of attainment of the performance goals as determined by the Compensation Committee.

 

Potential Payments/Benefits Upon Termination of Employment for 2008

 

The table below sets forth information about the potential payments and benefits our executive officers may receive under their employment agreements upon the termination of their employment with the Company. The amounts shown in the table below are estimates of the payments that each executive officer would receive in certain instances assuming a hypothetical employment termination date of December 31, 2008. The amounts actually payable will be determined only upon the termination of employment of each executive officer, taking into account the facts and circumstances surrounding the executive officer’s termination of employment.

 

The information in the table assumes that: