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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)         February 22, 2023
LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
001-3237327-0099920
(Commission File Number)(IRS Employer Identification No.)
  
5500 Haven Street
Las Vegas,Nevada89119
(Address of principal executive offices)(Zip Code)
(702) 923-9000
(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 (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.001 par value)LVSNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐



ITEM 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 17, 2023, Yibing Mao notified Las Vegas Sands Corp. (the “Company”) that, effective February 22, 2023, she is resigning from the Company’s Board of Directors (the “Board”). Ms. Mao recently accepted a new role and accordingly will resign from the Board. Ms. Mao’s decision did not involve any disagreement with the other Board members or with management.

Following Ms. Mao’s resignation from the Board, the Board ceased to be comprised of a majority of independent directors and the Company will rely on the “controlled company” exemption from the listing requirement under the rules of the New York Stock Exchange (the “NYSE”) that a majority of the board of directors consist of independent directors. The Company qualifies as a “controlled company” under NYSE governance rules because Dr. Miriam Adelson and trusts and other entities for the benefit of the Adelson family members control more than 50 percent of the voting power of the Company’s common stock. The Company remains actively engaged in efforts to expand the number of independent directors on the Board. All of the Board’s committees remain comprised entirely of independent directors.





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
 
Dated: February 22, 2023
 
  
 LAS VEGAS SANDS CORP.
 By: 
/S/ D. ZACHARY HUDSON
  Name:   D. Zachary Hudson
Title:     Executive Vice President, Global General Counsel and Secretary
   


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