📜 What This Document Is 📑

This is a Preliminary Proxy Statement (PRE 14A). Think of this document as the official playbook for the company's annual stockholders meeting. It doesn't contain financial results, but rather details everything shareholders need to know before casting their votes. 👉 This statement outlines nine key votes and provides deep background on the company's leadership, compensation structure, and governance policies.

The annual meeting of stockholders for Light & Wonder, Inc. (LAWIL) is scheduled for Wednesday, June 10, 2026, at 4:00 p.m. PDT. Since the document is dated [•], 2026, shareholders are encouraged to vote in advance via an online portal (www.proxyvote.com).

🏢 What Light & Wonder Does 🎲

Light & Wonder is a major player in the gaming and entertainment industry. In simple terms, the company operates businesses related to gambling and entertainment concepts. Its scale and operations suggest a large, complex, and heavily regulated business, given the detailed oversight required by the Proxy Statement.

The company's executive team and Board of Directors are tasked with overseeing and managing these complex operations. Their extensive corporate governance policies show they operate under highly structured rules, particularly those set by the Australian Securities Exchange (ASX).

🗓️ Key Dates and Meeting Logistics 🌐

The Proxy Statement specifies several important dates for stockholders to mark their calendars. Knowing these dates is critical for ensuring your vote counts and for accessing information.

• Record Date: Stockholders must be recorded at the close of business on April 13, 2026. Only these people are entitled to vote.
• Meeting Date: The annual meeting is scheduled for Wednesday, June 10, 2026.
• Format: The meeting will be held virtually via a live webcast, ensuring stockholders can participate regardless of location.
• How to Vote: Stockholders need a 16-digit control number (from their proxy card) to access the online voting portal (www.proxyvote.com).

🗳️ The Vote Agenda: Key Proposals 📋

The meeting requires stockholders to vote on five main proposals. Each proposal addresses a different critical aspect of corporate governance, from electing leaders to approving how much the directors are paid.

1. Election of Directors: Electing nine members to the Board of Directors for a one-year term.
2. Named Executive Officer (NEO) Compensation: Approving, on an advisory basis, the pay of the company’s top executives.
3. LTI Grants to CEO: Approving 2026 long-term incentive equity grants for the director-CEO (Matthew Wilson).
4. Non-Employee Director Fees: Approving the maximum aggregate annual amount for non-employee director compensation, set at $4.5 million.
5. Independent Auditor: Ratifying the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026.

👉 Why it matters: These five votes collectively determine the company's leadership, financial accountability, and incentive structure for the coming year.

🏆 Board of Directors and Leadership 🧑‍⚖️

The Board of Directors acts as the highest decision-making body for Light & Wonder. They are responsible for overseeing management and ensuring the company operates legally and ethically.

The Board currently consists of nine directors, all of whom are candidates for re-election for one-year terms. They bring diverse expertise across multiple industries, including:

• Gaming and Entertainment: Skills in managing high-stakes, consumer-facing businesses (e.g., Mr. Morro and Ms. Shanks).
• Finance and Corporate Law: Expertise in banking and finance, valuable for complex financial reporting and risk assessment (e.g., Mr. Throsby and Mr. Marchetti).
• Global Operations and Media: Experience managing international businesses and large media groups (e.g., Mr. McLennan and Mr. Odell).

A key takeaway from the board's composition is that the Audit, Compensation, and Nominating & Corporate Governance Committees are comprised entirely of independent directors, ensuring robust oversight of financial and governance matters.

🌟 Compensation Structure Details 💰

Compensation is detailed across several groups—the named executive officers, the non-employee directors, and the long-time consultants. This section shows how the company plans to incentivize its key talent.

Named Executive Officer (NEO) Pay

The summary compensation table details the total 2025 compensation for the named executives:

• Matthew Wilson (CEO): Total 2025 compensation was $6,603,716. This included a salary of $1,359,150 and significant stock awards, showing the high reliance on equity to align executive pay with stock performance.
• James Sottile (CLO/Corporate Secretary): Total 2025 compensation was $2,268,972.
• Siobhan Lane (EVP, Gaming): Total 2025 compensation was $2,978,797.

👉 Why it matters: The compensation structure heavily favors stock awards (RSUs and PSUs) over base salary, signaling that the company's leadership is strongly financially incentivized by the stock price and overall success of the business.

Non-Employee Director Compensation

For directors who are not employees, the compensation structure is standardized and includes:

• Annual Cash Retainers: These vary based on committee service (e.g., Audit Committee Chair: $35,000).
• Restricted Stock Units (RSUs): Each non-employee director receives an annual grant of RSUs valued at $210,000.
• Vesting: These RSUs generally vest on the first anniversary of the grant date, aligning the directors' financial interests with the long-term success of the company.

⚙️ Governance and Corporate Oversight 🛡️

The corporate governance section outlines the rules the company follows to maintain ethical operations and protect shareholder interests. This is the "how we do business" section.

Compliance and Risk Management

The Board has established several committees to manage specific risks, such as:

• Cybersecurity: Oversight is a major focus, requiring constant monitoring and policy updates.
• ESG (Environmental, Social, Governance): The company established an ESG Council and has initiatives focused on five key areas:
  • Community: Social impact and charity.
  • People: Diversity, inclusion, and equal opportunity.
  • Planet: Environmental sustainability and reducing its carbon footprint.
  • Players: Responsible gaming and public education.
  • Governance: Maintaining high ethical standards and a strong code of conduct.

The ASX Transition

A critical structural change noted is the company's transition from a primary listing on the Nasdaq Stock Market to a sole listing on the Australian Securities Exchange (ASX). This means the company is subject to different regulatory rules and governance standards, which influences how it can issue equity and run its meeting.

🧭 Internal Controls and Committee Functions 💼

The Board relies on specialized committees to manage the day-to-day governance aspects.

• Audit Committee: Oversees accounting, financial reporting, and the independent auditor.
• Compensation Committee: Handles all pay policies, incentive plans, and executive compensation programs.
• Compliance Committee: Ensures adherence to laws related to gaming, anti-corruption, and trade.
• Nominating and Corporate Governance Committee: Focuses on selecting suitable directors, reviewing corporate procedures, and overseeing environmental matters.

👉 Why it matters: Having these specialized committees, composed of independent directors, provides multiple layers of review, which is a hallmark of good corporate governance.

👨‍💻 Who to Contact for More Info 📞

The filing provides essential details for stockholders who wish to learn more or submit questions:

• Investor Relations Website: explore.investors.lnw.com
• Proxy Voting Portal: www.proxyvote.com
• Corporate Secretary: Sue Dawson (Executive Vice President, Chief Legal Officer and Corporate Secretary)
• Mailing Address: Light & Wonder, Inc., 6601 Bermuda Road, Las Vegas, NV 89119

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🧠 The Analogy

Voting on a proxy statement is like auditing a highly complex, moving play. The Proxy Statement isn't the show itself, but the detailed rulebook and casting call. It forces you to scrutinize every actor (director), every financial decision (compensation), and every costume change (governance structure) to ensure the entire production is ethically sound, financially stable, and compliant with every regulation—from the stage manager (Corporate Secretary) to the head producer (Board of Directors).

🧩 Final Takeaway

This document confirms that Light & Wonder is committed to high corporate governance standards, balancing incentive-driven compensation (via heavy equity grants) with rigorous oversight from its independent Board committees, all while adapting to operate primarily under ASX listing rules.