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communication policies and procedures (including, under appropriate circumstances, meeting with stockholders).
Our Lead Director may also call meetings of the independent directors. Mr. Simonson has served as Lead
Director since 2009. Mr. Simonson was chosen by the independent directors of the Board of Directors to serve as
Lead Director following the 2013 Annual Meeting of Stockholders for an additional one-year term ending with
our 2014 Annual Meeting, subject to Mr. Simonson's re-election to the Board of Directors. We believe that our
current board leadership structure with Mr. Probst serving as the Chairman of the Board of Directors and
Mr. Simonson serving as Lead Director is appropriate for the Company. Given his 29 years of experience with
the Company, more than 15 of which he served as Chief Executive Officer, Mr. Probst has invaluable knowledge
regarding the Company and gaming industry and is uniquely positioned to lead the Board in their review of
management's strategic plans. As Mr. Probst does not qualify as an independent director, the Company feels that
it is beneficial for the effective functioning of the Board to have an independent Lead Director undertake the
duties identified above.
Board Committees
The Board of Directors currently has three standing committees, each of which operates under a charter approved
by the Board of Directors: the Audit Committee, the Compensation Committee, and the Nominating and
Governance Committee. The Board of Directors amended and restated the Audit Committee's charter in May
2006, the Compensation Committee's charter in February 2013, and the Nominating and Governance
Committee's charter in November 2012. Copies of each Committee's charter may be found in the Investor
Relations section of our website at In accordance with the Committee charters, and with
current regulatory requirements, all members of these Committees are independent directors. During fiscal 2013,
each director participated in at least 75 percent of all Board of Directors meetings and Committee meetings held
during the period for which he or she was a member.
The Committee assignments for the current Board year from July 26, 2012 (the date of the most recent Board of
Directors election and beginning of the current Board year) through the date of this Proxy Statement were as
Committee Assignments: July 26, 2012 through May 15, 2013
Audit Committee:
Gregory B. Maffei (Chair), Jeffrey T. Huber, and Luis A.
Compensation Committee:
Jay C. Hoag (Chair), Vivek Paul, and Geraldine B.
Laybourne (until Ms. Laybourne's retirement from the
Board on September 26, 2012)
Nominating and Governance Committee:
Richard A. Simonson (Chair) and Leonard S. Coleman
Committee Assignments since May 16, 2013
Audit Committee:
Richard A. Simonson (Chair), Jeffrey T. Huber, Gregory
B. Maffei and Denise F. Warren
Compensation Committee:
Jay C. Hoag (Chair) and Vivek Paul
Nominating and Governance Committee:
Luis A. Ubiņas (Chair) and Leonard S. Coleman
In addition to the Board's three standing committees described above, on March 28, 2013, the Board of Directors
established the Chief Executive Officer ("CEO") Search Committee to assist the Board of Directors in
conducting the search for a new CEO following the resignation of John Riccitiello effective March 29, 2013. The
members of the CEO Search Committee consist of Committee Chairman Vivek Paul, Leonard S. Coleman and
Lawrence F. Probst III. The Committee's responsibility is to develop and oversee a process for identifying and
vetting potential candidates for the CEO position and to provide regular updates to the Board regarding its
Audit Committee
The Audit Committee assists the Board of Directors in its oversight of the Company's financial reporting and
other matters, and is directly responsible for the appointment, compensation and oversight of our independent
auditors. The Audit Committee is currently comprised of four directors, each of whom in the opinion of the