BoydGaming

As part of our company’s ongoing commitment to strong corporate governance, and in accordance with New York Stock Exchange listing requirements, our Board of Directors has adopted Corporate Governance Guidelines setting forth its corporate governance practices, and has adopted written charters for each of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee. The Board has also adopted a Code of Business Conduct and Ethics that includes policies for directors, officers and team members.

Additional information on our commitment to effective governance can be found on pages 2-3 of our 2026 Proxy Statement.

Board and Committee Composition

• We have separate Chairman and Chief Executive Officer roles.
• We have an independent Presiding Director, who chairs all executive sessions.
• Regular executive sessions of the Board and Committees.
• All Board Committee members are independent.
• Independent directors hold 5 of 8 Board Seats.

Protecting Stockholder Rights

• Stock ownership guidelines for executive management and members of our Board.
• All directors are required to retire at age 75.¹
• Our bylaws allow stockholders to nominate director candidates through advanced notice or proxy access provisions.
• Unclassified board with annual election of directors; active Board refreshment.
• Director resignation policy in uncontested elections.
• Clawback policy to recapture executive incentive payments.
• Focus on “pay for performance” for executive management.
• No “poison pill” provision.
• Anti-hedging policy.

1. Mandatory retirement policy excludes directors with equity ownership of 5% or more.

Board of Directors Highlights

Effective Board Oversight

• All Audit Committee members are “audit committee financial experts.”
• Board oversight of risk management programs.
• An independent compensation consultant conducts an annual review of executive management compensation.
• All independent board members receive full Board and management support in proposing agenda items.
• Directors are limited on the number of public company boards on which they may serve.
• All new directors participate in a comprehensive director orientation program.