LAS VEGAS SANDS CORP (LVS)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
LAS VEGAS SANDS CORP · Meeting: May 14, 2026
Directors FOR
4
Directors AGAINST
4
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Chafetz has served as a director since 2005, giving him full accountability for the 3-year period during which LVS's stock returned only 4.2% while the company's own disclosed peer group returned a median of 66.1% — a gap of 61.9 percentage points, well above the 35-point threshold that triggers a vote against; the 5-year gap of 37.9pp also exceeds the applicable 35pp threshold for a low-positive absolute 5-year TSR, meaning the 5-year mitigant does not apply and the underperformance appears sustained rather than transient.
Chau has served since 2014, giving her full overlap with the 3-year underperformance period; LVS's stock trailed the company's own peer group by 61.9 percentage points over three years, far exceeding the 35-point trigger threshold, and the 5-year record shows a similar 37.9pp gap that also exceeds the threshold, so the longer-term mitigant does not rescue this vote.
Forman has served since 2004 and bears full accountability for the sustained underperformance; LVS trailed its own disclosed peer group by 61.9 percentage points over three years and 37.9 percentage points over five years, both exceeding the applicable trigger thresholds, so no mitigant applies.
Kramer has served since April 2017, giving him full overlap with the three-year underperformance period; LVS's stock lagged the company-disclosed peer group by 61.9 percentage points over three years and 37.9 percentage points over five years, both surpassing their respective trigger thresholds, so the 5-year mitigant does not apply.
For Analysis
Dumont has served as a director since 2017 and is now Chairman and CEO; LVS's 3-year stock return trails the company-disclosed peer group median by 61.9 percentage points (threshold is 35pp for a low-positive absolute return), which would normally trigger a vote against, but the 5-year stock return gap versus peers is 37.9pp — which does not exceed the 35pp threshold applicable to a low-positive absolute 5-year TSR tier — indicating the 3-year shortfall is a more recent development against a longer track record of closer performance, so the vote is downgraded from AGAINST to FOR per the 5-year mitigant; additionally, Dumont's family connection to the controlling Adelson family is a governance concern but does not override the TSR mitigant analysis here.
Besca joined in January 2025, which is within the 24-month exemption window, so he is fully exempt from the TSR trigger; he brings strong audit and financial expertise from a 40-year EY career and serves on the audit and compliance committees appropriately.
Li joined in 2024, which is within the 24-month new-director exemption window, so he is fully exempt from the TSR trigger; he brings relevant Asia-Pacific senior leadership and financial expertise well suited to LVS's primary operating markets.
Pant joined in 2025, which is within the 24-month new-director exemption window, so he is fully exempt from the TSR trigger; he brings international consumer brand and operational experience relevant to LVS's hospitality business.
The board has eight nominees; four long-tenured directors (Chafetz since 2005, Forman since 2004, Chau since 2014, Kramer since 2017) receive AGAINST votes because LVS's stock has lagged the company's own peer group by 61.9 percentage points over three years — well above the 35-point trigger threshold — and the five-year record (37.9pp gap) also exceeds the threshold, so the sustained underperformance mitigant does not apply. Dumont receives a FOR because his 5-year TSR gap does not exceed the threshold, indicating the 3-year shortfall is more recent. The two newest directors (Li and Pant) and a recently appointed director (Besca) are exempt from the TSR trigger under the 24-month new-director exemption.
Say on Pay
✗ AGAINSTCEO
Robert G. Goldstein
Total Comp
$31,109,661
Prior Support
62%%
Last year's Say on Pay vote received only 62% support — below the 70% threshold that requires visible changes — and while the company has announced a new compensation framework effective March 2026, the vote today covers 2025 pay which was still governed by the old structure: the CEO received $31.1 million in total compensation with long-term awards based solely on a single-year Adjusted EBITDA target and then structured as time-vesting stock awards, meaning there were no meaningful multi-year performance conditions on equity grants during 2025. Combined with LVS's stock lagging its own peer group by 61.9 percentage points over three years while executives received above-target incentive payouts, the 2025 pay program fails the pay-for-performance alignment test, and the absence of a genuine multi-year performance hurdle on the long-term equity awards means the incentive structure did not meaningfully differentiate executive outcomes from shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$6,254,000
Non-Audit Fees
$1,031,000
Non-audit fees (audit-related fees of $299,000 + tax fees of $717,000 + other fees of $15,000 = $1,031,000) represent approximately 16.5% of audit fees ($6,254,000), which is well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the filing so no tenure trigger can be applied, and there are no disclosed material restatements; Deloitte is a Big 4 firm appropriate for a company of LVS's size and complexity.
Overall Assessment
The 2026 LVS annual meeting presents a mixed ballot: the Say on Pay vote receives an AGAINST due to continued pay-for-performance misalignment in 2025 (CEO pay of $31.1M with no multi-year performance conditions on equity awards) and a prior-year support level of only 62%; four long-tenured directors are voted AGAINST for sustained stock underperformance versus the company's own peer group, while the auditor ratification passes cleanly with non-audit fees well within acceptable limits.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing