lvs-20250402

ROBERT G. GOLDSTEIN

PATRICK DUMONT

RANDY HYZAK

D. ZACHARY HUDSON

Chairman and Chief
Executive Officer

President and Chief
Operating Officer

Executive Vice President
and Chief Financial Officer

Executive Vice President,
Global General Counsel
and Secretary

Table of Contents

LETTER FROM

THE CHAIRMAN

You are cordially invited to attend the 2025

Annual Meeting of Stockholders of Las

Vegas Sands Corp. (the “Company”), which

will be held virtually on May 15, 2025 at

11:00 a.m. Pacific time. We believe the

environmentally-friendly virtual meeting

format will provide expanded access,

improved communication, and cost savings

for our stockholders and the Company. You

will not be able to attend the annual

meeting in person.

Details regarding admission to the meeting

and the business to be presented at the

meeting can be found in the accompanying

Notice of Annual Meeting and Proxy

Statement.

We are pleased to take advantage of the

Securities and Exchange Commission rules

that allow companies to furnish proxy

materials to stockholders via the Internet.

We believe these rules allow us to provide

our stockholders with the information they

need, while lowering the costs of delivery

and reducing the environmental impact of

producing and distributing materials for our

annual meeting. Accordingly, we are

sending a Notice of Internet Availability of

Proxy Materials (the “Notice”) to our

stockholders of record and beneficial

owners, unless they have directed us to

provide the materials in a different manner.

The Notice provides instructions on how to

access and review all of the important

information contained in the accompanying

Proxy Statement and Annual Report to

Stockholders, as well as how to submit a

proxy by telephone or over the Internet. If

you receive the Notice and would still like

to receive a printed copy of our proxy

materials, instructions for requesting these

materials are included in the Notice. The

Company plans to mail the Notice to

stockholders by April 3, 2025. The

Company will continue to mail a printed

copy of this Proxy Statement and form of

proxy to certain stockholders, and it

expects that mailing will begin on or about

April 3, 2025.

“I would like to thank you, our

stockholders, as well as our dedicated

Team Members and other stakeholders

in our Company for their support in

2024. It is my privilege to lead a

company with a market-leading portfolio

of Integrated Resorts in both Macao and

Singapore. We expect to deliver

industry-leading growth in the years

ahead. Our decades-long commitment

to making investments designed to

enhance the business and leisure

tourism appeal of both Macao and

Singapore remains steadfast. We will

continue to invest in those opportunities

while pursuing new development

opportunities in new markets. We are

fortunate that our balance sheet strength

allows us to pursue these opportunities

while continuing to return excess capital

to stockholders.”

Your vote is important. Whether or not

you are able to attend, it is important

your shares be represented at the

meeting. Please follow the instructions in

the Notice and vote as soon as possible.

Yours sincerely,

ROBERT G. GOLDSTEIN

Chairman of the Board and

Chief Executive Officer

April 3, 2025

“Sands continued to execute its strategic

objectives during 2024. We delivered growth

across a range of financial metrics, including

net revenues, adjusted property EBITDA and

earnings per share. We also continued to

execute our capital investment programs in

both Macao and Singapore while increasing

the return of capital to stockholders.

In Macao, in our first full year of operations

following the lifting of travel restrictions, our

market-leading portfolio of assets delivered

growth. We also continued to execute our

capital investment program at The Londoner

Macao, which should be substantially

completed in the second quarter of 2025. We

believe The Londoner will deliver strong

growth and healthy returns on invested

capital in the years ahead.

In Singapore, we delivered outstanding

financial and operating results in 2024.

Marina Bay Sands achieved record adjusted

property EBITDA of over $2.0 billion for the

year. Our ongoing capital expenditure

program at Marina Bay Sands will be

substantially completed in the second quarter

of 2025. Our investments have meaningfully

enhanced and expanded our premium suite

and luxury tourism offerings in Singapore.

Looking ahead, we remain enthusiastic about

our development of what will essentially be an

additional Integrated Resort adjacent to

Marina Bay Sands, which is targeted to open

in 2031. This unique development will

enhance our Company’s growth opportunities

in Singapore and contribute to the city’s

business and leisure tourism appeal in the

decades ahead.

Our balance sheet strength continued to

enable us to execute our significant capital

investment programs in both Macao and

Singapore, while increasing the return of

capital to stockholders during the year.”

Table of Contents

May 15, 2025

11:00 a.m. Pacific Time

Location

Access via https://web.lumiconnect.com/282745561 and enter

the 11-digit control number on the proxy card or Notice of

Availability of Proxy Materials you previously received and the

meeting password, sands2025

NOTICE

of Annual Meeting of

Stockholders

The annual meeting of stockholders of Las Vegas Sands

Corp., a Nevada corporation (the “Company”), will be held

online on May 15, 2025, at 11:00 a.m. Pacific time, for the

following purposes:

1.to elect nine directors to the Board to serve until the

2026 Annual Meeting of Stockholders;

2.to ratify the appointment of our independent registered

public accounting firm;

3.to vote on an advisory (non-binding) proposal to

approve the compensation of the named executive

officers; and

4.to transact such other business as may properly come

before the meeting or any adjournments or

postponements thereof.

By Order of the Board,

D. Zachary Hudson

Executive Vice President,

Global General Counsel and Secretary

April 3, 2025

Stockholders of record at the close of business on

March 17, 2025, are entitled to notice of and to vote at

the meeting. A complete list of the stockholders

entitled to vote at the meeting shall be open to the

examination of any stockholder for any purpose

germane to the meeting, during the meeting and

during ordinary business hours for a period of at least

10 days prior to the meeting, at the Company’s

executive offices, located at 5420 S. Durango Drive,

Las Vegas, Nevada 89113.

PLEASE FOLLOW THE INSTRUCTIONS IN THE COMPANY’S NOTICE OF INTERNET

AVAILABILITY OF PROXY MATERIALS TO VOTE YOUR PROXY.



REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.	INTERNET Visit the website on your proxy card	BY TELEPHONE Call the telephone number on your proxy card	BY MAIL Sign, date and return your proxy card if you received a paper copy	DURING THE VIRTUAL MEETING Follow the instructions on your proxy card

Table of Contents

Forward-Looking Statements

This proxy statement contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation

Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning

future operations, margins, profitability, liquidity, capital resources and corporate responsibility initiatives. In addition, in certain portions

included in this proxy statement, the words “anticipates,” “believes,” "continues," “estimates,” “expects,” "intends," "may," “plans,” “positions,”

“remains,” “seeks,” “will,” "would" and similar expressions, as they relate to our Company or management, are intended to identify forward-

looking statements. Although we believe these forward-looking statements are reasonable, we cannot assure you any forward-looking

statements will prove to be correct. These statements represent our expectations, beliefs, intentions or strategies concerning future events

that, by their nature, involve a number of risks, uncertainties or other factors beyond our control, which may cause our actual results,

performance, achievements or other expectations to be materially different from any future results, performance, achievements or other

expectations expressed or implied by these forward-looking statements. These factors include, but are not limited to, the risks associated

with: our gaming license in Singapore and concession in Macao and amendments to Macao's gaming laws; general economic conditions;

disruptions or reductions in travel and our operations due to natural or man-made disasters, pandemics, epidemics or outbreaks of

infectious or contagious diseases; our ability to invest in future growth opportunities, or attempt to expand our business in new markets and

new ventures, execute our capital expenditure programs at our existing properties and produce future returns; government regulation; the

extent to which the laws and regulations of mainland China become applicable to our operations in Macao and Hong Kong; the possibility

that economic, political and legal developments in Macao adversely affect our Macao operations, or that there is a change in the manner in

which regulatory oversight is conducted in Macao; our subsidiaries’ ability to make distribution payments to us; substantial leverage and

debt service; fluctuations in currency exchange rates and interest rates; our ability to collect gaming receivables; win rates for our gaming

operations; risk of fraud and cheating; competition; tax law changes; political instability, civil unrest, terrorist acts or war; legalization of

gaming; insurance; the collectability of our outstanding loan receivable; limitations on the transfers of cash to and from our subsidiaries;

limitations of the pataca exchange markets; restrictions on the export of the renminbi; and other risks and uncertainties detailed in Annual

Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by Las Vegas Sands Corp. with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statements

are made. Las Vegas Sands Corp. assumes no obligation to update any forward-looking statements and information.


	LAS VEGAS SANDS 2025 Proxy Statement	1

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PROXY SUMMARY

— FISCAL 2024 FINANCIAL AND OPERATIONAL HIGHLIGHTS



$11.30B	Net Revenue	$1.75B	Net Income	$2.34B	Capital Returned to Stockholders	$4.38B	Adjusted Property EBITDA(1)

(1)Refer to Annex A, which includes a reconciliation of non-GAAP adjusted property EBITDA to net income.

— 2024: A YEAR OF TRANSFORMATIONAL INVESTMENT IN OUR ASIA ASSETS FORMS THE

PLATFORM FOR FUTURE GROWTH

The recoveries in travel to Singapore and Macao, which began in 2022 and 2023, respectively, continued their positive

momentum in 2024. Our senior executive team was focused on taking advantage of improving market conditions to grow

operating cash flow in both those locations, most notably in Singapore where we delivered another record adjusted property

EBITDA performance. However, 2024 was also a year in which our senior leadership team was heavily focused on

executing objectives we believe form the foundations for the next phase of multi-year growth in our primary markets of

Macao and Singapore. Delivery of our capital investment programs in both locations entered pivotal phases in 2024 and we

also finalized a supplemental agreement with the government in Singapore that optimizes the scope of our expansion

project at Marina Bay Sands ("MBS") in Singapore, adjacent to the existing Marina Bay Sands. While the opportunities to

invest and grow in the jurisdictions where we already operate were front and center, we continued to enthusiastically pursue

opportunities to invest in new jurisdictions. We continued to focus on managing our balance sheet effectively and executing

programs to return capital to stockholders.

The key operational and strategic objectives our senior executives accomplished in 2024 included the following:

•Executed significant capital projects in our Macao asset base and developed a platform for future growth

Our executives were heavily engaged in the execution of almost $880 million of capital expenditure at our portfolio of

assets in Macao throughout 2024. Much of the management focus related to preparing and executing a new

$1.20 billion phase of work at The Londoner Macao, which took place throughout 2024 and will continue through the

first half of 2025. These works included the refurbishment of the former Pacifica casino floor underneath The Londoner

Grand and the introduction of the initial phases of accommodation in what will become 2,405 luxurious suites and rooms

across two room towers, by the middle of 2025. The Company also executed a complete refurbishment of the 14,000-

seat Venetian Arena, including the addition of new premium and VIP amenities.

•Delivered growth in our Macao operations

Our Macao operations improved year-over-year as our executive team focused on the most appropriate responses to a

highly competitive operating environment, and minimized the financial impact of significant ongoing construction due to

renovations associated with the Venetian Arena and the transition of the Sheraton towers to the Londoner Grand at The

Londoner Macao. The depth of our executive team’s gaming experience was critical to the delivery of growth in Macao,

in the face of these challenges.

•Delivered another record performance at Marina Bay Sands in Singapore

Our adjusted property EBITDA at MBS increased 10% year-over-year to reach $2.05 billion for the year ended

December 31, 2024, the highest annual adjusted property EBITDA in the history of our Singapore operations.

Embedded within that were a series of records and financial milestones throughout the mass gaming and non-gaming

operations of MBS with strong execution across the business. The achievement of another set of record results was

made more challenging by major renovation works at the property that were ongoing throughout the year and required

considerable planning, preparation and adaptation to negate any disruptive impact to the business.

•Completed the first phase of a substantial renovation of MBS

Our executives were heavily engaged in the execution of almost $650 million of capital expenditure at MBS throughout

2024, delivering a significantly enhanced world-class suite product completed across Towers 1 & 2 and on-going

renovations across Tower 3, as well as elevated service levels and hospitality experiences, and new premium gaming

offerings. The introduction of these new experiences was achieved without disruption to the business, while

simultaneously moving forward plans for a subsequent MBS investment phase, ongoing in 2025.


2	LAS VEGAS SANDS 2025 Proxy Statement

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•Concluded a second supplemental development agreement for our expansion project at MBS in Singapore

We concluded terms for the second supplemental development agreement with the Singapore government, which

represented a critical milestone for us to proceed with executing our enhanced development plans for what is

essentially an iconic new resort. We plan to invest approximately $8.0 billion, inclusive of financing fees and interest,

consisting of approximately $2.0 billion for land premiums and the purchase of an additional 2,000 square meters of

gaming area and approximately $6.0 billion for development, construction and pre-opening costs. For that reason,

senior executives’ attention to optimizing the planning and execution of this agreement was a critical component of their

focus in 2024.

•Focused on capital allocation and our program to return capital to stockholders

Our executive team is continually engaged in evaluating our balance sheet and funding needs and the highest and best

use of our capital. While retaining our commitment to an investment grade balance sheet, in 2024 we utilized

$1.75 billion for common stock repurchases and $590 million for dividend payments related to our stockholder return of

capital program. We also funded $500 million to purchase common stock of Sands China Ltd. ("SCL"), a portion of

which was completed in early January 2025, to increase our equity ownership in SCL.

•Continued our award-winning Corporate Responsibility Program



PEOPLE	COMMUNITIES	PLANET
Be the employer of choice leading the hospitality and tourism industry in the regions we serve	Make our communities better places to live, work and visit	Ensure the long-term environmental health of our regions as sustainable tourism destinations

Recognition of our achievements in these areas and of our being a global leader in sustainability, recognized by

independent third parties on a regional and global level, in 2024 include:



	•Named to the Dow Jones Sustainability Indices (“DJSI”) on DJSI World for the fifth consecutive year and DJSI North America for the seventh consecutive year •Continued providing disclosures to CDP, the gold standard of environmental reporting, earning A- score for CDP Climate Change •Selected in 2024 as one of America’s Best Midsize Companies by TIME and ranked as one of the 100 Best Corporate Citizens by 3BL Media •Recognized by Newsweek for the fourth consecutive year as one of America’s Most Responsible Companies •Named to the FTSE4Good Index and ISS Prime Index Series

•Continued our commitment to stockholders: listening and responding

In 2024, we engaged in extensive dialogue with a wide range of investors on the issues of our business strategy and

financial performance, corporate responsibility, Environmental, Social and Governance (“ESG”) and other matters of

stockholder interest. This dialogue took the form of one-on-one meetings both in-person and via virtual formats, as well

as through our attendance at investment industry conferences worldwide. We believe this dialogue allows us to

understand stockholder perspectives and enhances transparency and investor understanding of our efforts as we seek

to deliver stockholder value.


4	LAS VEGAS SANDS 2025 Proxy Statement

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CORPORATE RESPONSIBILITY OVERVIEW

As the preeminent developer and operator of world-class Integrated Resorts, we recognize the responsibility we have to our

Team Members, patrons, partners, communities and other stakeholders. Throughout our history, we have created positive

economic impact by delivering valuable business and leisure tourism, providing tens of thousands of jobs, tax revenues to

fund social programs and significant procurement spend for small and medium sized enterprises (“SMEs”) in the regions

where we operate.

KEY COMPONENTS OF OUR CORPORATE RESPONSIBILITY AND ESG PROGRAMS

Our corporate responsibility and ESG programs are comprised of the following initiatives and policies:



✓	Board oversight of the ESG program	✓	Code of Business Conduct and Ethics


✓	Comprehensive annual ESG Report including the Global Reporting Initiative and the Sustainability Accounting Standards Board disclosures	✓	Policy on Corporate Political Contributions and Expenditures and Disclosures


✓	Low-carbon Transition Plan with emission reduction goals approved by Science Based Targets initiative	✓	Supplier Code of Conduct


✓	CDP Climate Change and Water Security disclosures	✓	Reporting and Non-Retaliation Policy


✓	Sands Diversity Statement	✓	ESG metrics for NEO variable compensation


✓	SME support programs in our local communities	✓	Anti-Corruption Policy


✓	Human Rights Statement	✓	Global training and development program


✓	Global Human Trafficking Prevention Policy	✓	Responsible gaming program


✓	Preventing Discrimination and Harassment Policy	✓	Global community engagement and charitable giving


✓	Sustainable Sourcing Policy	✓	Alignment with U.N. Sustainable Development Goals

SANDS CORPORATE RESPONSIBILITY PLATFORM

Our commitment to corporate responsibility is fundamental to our business and represents a long-term investment in our

Team Members, patrons and suppliers; the communities in which we operate; the global ecological environment; and all

stakeholders in our business.

People

Our Team Members, patrons, suppliers and partners are the forces behind our contributions to a thriving hospitality and

tourism industry in our local regions. Recognizing that the exceptional service and amenities our Integrated Resorts provide

and the responsible work we do in each of our communities are built on the people who drive and patronize our business,

we strive to be the employer and partner of choice in each of our global regions. Our human capital programs are focused

on driving workforce development, diversity, equity and inclusion, human rights, responsible gaming and supplier

advancement.

Communities

We are a committed collaborator in promoting our regions as desirable places to live, work and visit. Through our Sands

Cares community engagement and charitable giving program, we strive to make our regions strong by improving quality of

life and supporting the community’s ability to respond to challenges. We are building regional resilience through hardship

relief and community partner advancement. We are also working to preserve cultural and natural heritage and advance

educational opportunities for students, people with special needs and under-represented groups who face barriers to

learning.


	LAS VEGAS SANDS 2025 Proxy Statement	5

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CORPORATE RESPONSIBILITY OVERVIEW

Planet

We are dedicated to minimizing our environmental impact and, as such, constantly evolving our Sands ECO360 global

sustainability program to adapt to emerging trends, support new technologies and foster environmental stewardship in the

areas of building design and development, resort management and operations, and meetings, events and entertainment.

Our program is aligned with the United Nations Sustainable Development Goals (“SDGs”) and other key environmental

standards in the areas of low-carbon transition, water stewardship, waste and materials and resources.

Governance

Our corporate responsibility commitment is built on the foundation of transparency to our stakeholders and accountability for

our actions. We employ an extensive system of policies, procedures and oversight practices to help ensure all aspects of

our business and extended relationships are managed responsibly.

CORPORATE RESPONSIBILITY INITIATIVES

Our global sustainability targets for 2021-2025 are aligned with SDGs. Our emissions reduction targets are approved by the

Science Based Targets Initiative and are aligned with The Paris Agreement to limit global warming to well-below 2 degrees

Celsius.

Our 2025 targets and 2024 performance for each of the Corporate Responsibility pillars include:


PILLAR	2025 TARGET	2024 PERFORMANCE

Planet	17.5% reduction in Scope 1 and 2 emissions from a 2018 baseline	50% reduction in Scope 1 and 2 emissions in 2024 from a 2018 baseline

People	$200 million investment in workforce development to enable career progression for our Team Members and advancement of the talent pool in the hospitality industry	$38 million invested in 2024; $220 million cumulative investment from 2021-2024

Communities	250,000 volunteer hours in support of the communities in the markets where we operate	33,130 volunteer hours in 2024; 255,953 Team Member volunteer hours cumulatively since 2021

Our ESG Report, which is available at https://investor.sands.com/esg/default.aspx, also contains additional information on

our corporate responsibility program, including data indices that reflect the reporting standards of the Global Reporting

Initiative, the International Sustainable Standards Board, the Sustainability Accounting Standards Board and the Task Force

on Climate-Related Financial Disclosures. The information in our ESG Report and any other websites referenced in this

proxy statement is not intended to be incorporated by reference into this proxy statement, and any references to websites

are intended to be inactive textual references only.


6	LAS VEGAS SANDS 2025 Proxy Statement

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CORPORATE GOVERNANCE OVERVIEW

CORPORATE GOVERNANCE PROFILE

Our commitment to corporate governance is integral to our business and reflects not only regulatory requirements, New York



WHAT WE DO		WHAT WE DON’T DO


ü	Diversity of Directors. Female representation on our Board is 11% and 33% of our directors are racially or ethnically diverse.		No Classified Board. All of our directors are elected annually for one-year terms.


ü	Annual Board and Committee Self- Evaluations. The Board and each committee annually conduct a comprehensive self- evaluation process, which is administered by an independent third party.		No Hedging of Our Securities. Our anti- hedging policy prohibits our directors and officers from engaging in any hedging or monetization transactions involving our securities.


ü	Systemic Risk Oversight by Board and Committees. Our Board has overall responsibility for risk oversight, while each of our Audit, Compensation, Compliance and Nominating and Governance Committees monitor and address risks within the scope of their particular expertise or charter.		No Option Trading or Short Selling of Our Securities. None of our directors and officers are permitted to trade in puts, calls or other derivatives in respect of Company securities or sell Company securities “short.”


ü	Entirely Independent Committees. All of the members of our Audit, Compensation, Compliance and Nominating and Governance Committees are independent.		No Poison Pill or Stockholder Rights Plan. We do not have a “poison pill” or stockholder rights plan.


ü	Audit Committee Financial Literacy. All of the members of our Audit Committee qualify as “financially literate” as required by the NYSE and meet the Securities and Exchange Commission's ("SEC’s") definition of an “Audit Committee Financial Expert.”		No Pledging of Our Securities. None of our officers or directors are permitted to hold Company securities in a margin account or pledge our securities as collateral for a loan.


ü	Stock Ownership Guardrails for Directors. Our equity plan provides that directors may not sell their annual awards received for Board service while a member of the Board.


ü	Detailed Disclosure of Political Contributions. We have adopted a Policy on Corporate Political Contributions and Expenditures and publish periodic reports disclosing this activity.

Stock Exchange (“NYSE”) listing standards and broadly recognized governance practices, but also effective leadership and

oversight by our executive officers and Board. We have structured our corporate governance in a manner that we believe

closely aligns our interests with those of our stockholders. Notable features of our corporate governance framework include

the following:


	LAS VEGAS SANDS 2025 Proxy Statement	7

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STOCKHOLDER ENGAGEMENT

During 2024, we engaged with representatives

of the majority of our largest institutional

stockholders. They include the largest active-

management and passive investors in our

common stock. Principal areas of discussion

included:

• executive compensation

• corporate responsibility,

including ESG issues

• Board composition

• Company strategy

• operating performance

•capital investment and development opportunities

• return of capital to stockholders

The following diagram provides an overview of the

Company’s stockholder engagement practice:

We have developed and implemented a program to actively and transparently engage with our stockholders. The structure

CONTACT

Conduct year-round

conversations in which

we reach out directly to

and respond to inquiries

from stockholder

representatives, including

those responsible for

ESG issues

LISTEN

Establish dialogue

to enhance our

understanding of

stockholder views

RESPOND

Take stockholder dialogue into

account as we implement our

strategies

of our program reflects our belief that strong corporate governance includes the commitment to establish dialogue with

stockholders and to provide the opportunity for questions and concerns to be explored and discussed. We have a long-

established investor outreach program designed to facilitate direct stockholder engagement and the solicitation of

stockholder views and input. This includes engagement with portfolio managers and analysts with investment allocation

responsibility, as well as representatives of our stockholders that have specific responsibility for corporate governance and

ESG matters.

We continuously conduct an extensive global program of direct investor outreach through a combination of investor

conferences, investor road-shows and one-on-one investor meetings, video conferences and teleconferences. Our outreach

program reflects our geographically diverse stockholder base and is designed to ensure we understand and consider all

issues of importance to our stockholders.

An important element of our stockholder engagement process is to understand any areas of particular concern. We

acknowledge that lower than desired stockholder approval for our advisory votes on compensation for our named executive

officers persists despite a re-design of the compensation packages for our executive officers in March 2021, which

meaningfully increased at-risk compensation and provided multiple metrics for performance-based compensation (including

a first-time ESG component) for both equity and non-equity incentive compensation. Subsequent to those compensation

program changes, we have continued to engage actively on this item in order to explain the rationale for our named

executive officer compensation program and solicit feedback from stockholders. That feedback informs ongoing internal

discussions surrounding our executive compensation program. We believe that our compensation packages for executives

are appropriate but recognize the importance of understanding the concerns of stockholders, and throughout 2024, we

continued to engage directly with the asset stewardship departments (or the closest equivalent contacts) at our 50 largest

institutional investors to offer the opportunity to discuss any material issues of concern. Those 50 largest institutional

investors represented approximately 89% of the shares outstanding (excluding stock held by our controlling stockholder)

and included all institutional investors with more than one million shares outstanding. We also undertook calls with all other

stockholders outside the 50 largest that requested the opportunity to discuss the “say-on-pay” vote.

During 2024, we received feedback that long-term metrics should apply to long-term compensation and that “long-term”

should reflect a period of at least three years to earn the award. We also received feedback on the size of our named

executive officers’ base salaries, the award of one-time stock grants that did not contain measurable performance criteria, as

well as security and personal transportation costs borne by the Company. This dialogue on corporate responsibility, ESG

and any other matters of stockholder interest is fundamental to our relationship with our stockholders and directly impacts

our planning and our ESG program design. We believe this valuable dialogue provides important perspective as we seek to

deliver stockholder value through our corporate responsibility and ESG efforts.


8	LAS VEGAS SANDS 2025 Proxy Statement

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SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 17, 2025, as to the beneficial ownership of our common stock, $0.001

The Company is a controlled company, with the Adelson family members beneficially owning

386,735,831 shares representing approximately 54.7% of the Company’s outstanding Common

Stock as of March 17, 2025

par value per share (the “Common Stock”), in each case, by:

•each person known to us to be the beneficial owner, in an individual capacity or as a member of a “group,” of more than

5% of our Common Stock;

•each named executive officer;

•each of our directors; and

•all of our executive officers and directors, taken together.



	BENEFICIAL OWNERSHIP(1)


NAME OF BENEFICIAL OWNER(2)	SHARES	PERCENT (%)


Dr. Miriam Adelson(3)(4)	343,837,742	48.6%


General Trust under the Sheldon G. Adelson 2007 Remainder Trust(3)(5)	87,718,919	12.4%


General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust(3)(6)	87,718,918	12.4%


Robert G. Goldstein(7)	4,629,005	*


Patrick Dumont(8)	2,371,608	*


Randy Hyzak(9)	689,746	*


D. Zachary Hudson(10)	668,192	*


Mark Besca	—	—


Irwin Chafetz(3)(11)	353,562,996	50.0%


Micheline Chau(12)	26,599	*


Charles D. Forman(13)	213,082	*


Lewis Kramer(14)	33,291	*


Alain Li(15)	5,602	*


Micky Pant(16)	23,000	*


The Vanguard Group(17)	42,347,909	6.0%


Capital Research Global Investors(18)	58,824,289	8.3%


All current executive officers and directors of our Company, taken together (11 persons)(19)	8,756,328	1.2%

*Less than 1%.


	LAS VEGAS SANDS 2025 Proxy Statement	9

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(1)A person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to

vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of

such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire

beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing

such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more

than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of

such securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the

beneficial owners has, to our knowledge, the sole voting and investment power with respect to the indicated shares of Common

Stock. Percentages are based on 706,627,556 shares issued and outstanding at the close of business on March 17, 2025 (including

unvested shares of restricted stock, but excluding treasury shares), plus any shares of our Common Stock underlying options held

by all individuals listed on the table that are vested and exercisable.

(2)Unless otherwise specified, the address of each person named in this table is c/o Las Vegas Sands Corp., 5420 S. Durango Drive,

Las Vegas, Nevada 89113.

(3)Dr. Miriam Adelson, Irwin Chafetz, the General Trust under the Sheldon G. Adelson 2007 Remainder Trust and the General Trust

under the Sheldon G. Adelson 2007 Friends and Family Trust constitute a “group” that, as of March 17, 2025, collectively beneficially

owned 386,832,034 shares of our Common Stock, or 54.7% of the total number of shares issued and outstanding as of that date, for

purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Each of the foregoing persons may be deemed to beneficially

own certain shares beneficially owned by the other persons in such “group.”

(4)This amount includes (a) 32,629,469 shares of our Common Stock held by trusts or custodial accounts for the benefit of Dr.

Adelson’s family members over which Dr. Adelson, as trustee or in another fiduciary capacity, retains sole voting control and

dispositive power, (b) 238,485,060 shares of our Common Stock held by trusts for the benefit of Dr. Adelson and her family members

over which Dr. Adelson, as trustee, shares dispositive power, of which 2,208,548 of these shares, Dr. Adelson also shares voting

control, (c) 72,083,644 shares of our Common Stock held by trusts for the benefit of Dr. Adelson’s family members over which Dr.

Adelson, as trustee, retains sole dispositive power and (d) options to purchase 639,569 shares of our Common Stock held by a trust

for the benefit of Dr. Adelson over which Dr. Adelson, as trustee, has sole voting and dispositive control.

(5)This amount includes 87,718,919 shares of our Common Stock held by the General Trust under the Sheldon G. Adelson 2007

Remainder Trust.

(6)This amount includes 87,718,918 shares of our Common Stock held by the General Trust under the Sheldon G. Adelson 2007

Friends and Family Trust.

(7)This amount includes (a) 129,005 shares of our Common Stock held by The Robert and Sheryl Goldstein Trust and (b) options to

purchase 4,500,000 shares of our Common Stock that are vested and exercisable.

(8)This amount includes (a) 446,608 shares of our Common Stock held by Mr. Dumont and (b) options to purchase 1,925,000 shares of

our Common Stock that are vested and exercisable.

(9)This amount includes (a) 53,499 shares of our Common Stock held by Mr. Hyzak and (b) options to purchase 636,247 shares of our

Common Stock that are vested and exercisable.

(10)This amount includes (a) 18,192 shares of our Common Stock held by Mr. Hudson and (b) options to purchase 650,000 shares of

our Common Stock that are vested and exercisable.

(11)This amount includes (a) 91,966 shares of our Common Stock held by Mr. Chafetz, (b) 4,237 restricted stock units that vest within

60 days of March 17, 2025, (c) 237,626,512 shares of our Common Stock held by trusts or entities for the benefit of members of the

Adelson family over which Mr. Chafetz, as trustee or manager, retains sole voting control and shares dispositive power, (d)

41,548,089 shares of our Common Stock held by trusts for the benefit of members of the Adelson family over which Mr. Chafetz, as

trustee, retains sole voting control and dispositive power, (e) 72,083,644 shares of our Common Stock held by trusts for the benefit

of members of the Adelson family over which Mr. Chafetz, as trustee, retains sole voting control and (f) 2,208,548 shares of our

Common Stock held by a trust for the benefit of members of the Adelson family over which Mr. Chafetz, as trustee, shares voting

and dispositive power. Mr. Chafetz disclaims beneficial ownership of the shares of our Common Stock held by any trust for which he

acts as trustee, and this disclosure shall not be deemed an admission that Mr. Chafetz is a beneficial owner of such shares for any

purpose.

(12)This amount includes (a) 22,362 shares of our Common Stock held by Ms. Chau and (b) 4,237 restricted stock units that vest within

60 days of March 17, 2025.

(13)This amount includes (a) 208,845 shares of our Common Stock held by Mr. Forman and (b) 4,237 restricted stock units that vest

within 60 days of March 17, 2025.

(14)This amount includes (a) 18,405 shares of our Common Stock held by Mr. Kramer, (b) 4,237 restricted stock units that vest within 60

days of March 17, 2025 and (c) options to purchase 10,649 shares of our Common Stock that are vested and exercisable.

(15)This amount includes (a) 4,237 restricted stock units held by Mr. Li that vest within 60 days of March 17, 2025 and (b) options to

purchase 1,365 shares of our Common Stock that are vested and exercisable.

(16)This amount includes 23,000 shares held by the Pant Family Revocable Trust.

(17)Based solely upon the number of shares listed in the Schedule 13G filed by The Vanguard Group on November 12, 2024. The

address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(18)Based solely upon the number of shares listed in the Schedule 13G filed by Capital Research Global Investors on February 13,

2025. The address of Capital Research Global Investors is 333 South Hope Street, 55th Fl, Los Angeles, California 90071.

(19)This amount includes (a) 21,185 restricted stock units held by the Company's current executive officers and current directors that

vest within 60 days of March 17, 2025 and (b) options to purchase 7,723,261 shares of our Common Stock that are vested and

exercisable and held by the Company’s current executive officers and current directors. This amount does not include the


	LAS VEGAS SANDS 2025 Proxy Statement	11

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BOARD OF DIRECTORS NOMINEES

ABOUT THE BOARD

Our Board currently has nine directors. The term of office of the current directors will expire at the 2025 Annual Meeting of

Stockholders.

Stockholders are being asked to consider each of the following nine nominees to serve as director until the 2026 Annual

Meeting of Stockholders and until their respective successor has been duly elected and qualified or until such director’s

resignation, disqualification, death or removal: Robert G. Goldstein, Patrick Dumont, Mark Besca, Irwin Chafetz, Micheline

Chau, Charles D. Forman, Lewis Kramer, Alain Li and Micky Pant.

Each of the nominees is a current director of the Company who has indicated they will serve if elected. We do not anticipate

any of the nominees will be unable or unwilling to serve, if elected, but if that happens, it is the intention of the persons

named in the proxies to select and cast their votes for the election of such other person or persons as the Board may

designate.

Our current directors bring a variety of experiences and core competencies we believe are important to overseeing the

strategic execution and risk management of our Company’s operations. The complexities of our Integrated Resort

operations include five primary revenue categories, six operating segments and significant development and construction

initiatives. Strict adherence to gaming and other regulations in various jurisdictions is essential. The ability to provide the

appropriate oversight and risk assessment responsibilities is demonstrated in our directors’ professional careers, which

include:

•C-suite level positions at global companies, including those in:

–gaming, hospitality and meetings, incentives, conventions and exhibitions (“MICE”);

–retail, marketing and branding;

–entertainment; and

–companies with a strong presence in Asia;

•Participation on other global public company boards;

•Financial transactions and corporate finance experience; and

•Accounting, auditing and internal control experience in working with global Fortune 500 public companies.

In addition to the specific professional experience of our directors, we select our directors because they are highly

accomplished in their respective fields, insightful and inquisitive. We believe each of our directors possesses sound

business judgment and is highly ethical. We consider a wide range of factors in determining the composition of our Board,

including professional experience, expertise, race, ethnicity, gender, age and cultural background.


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BOARD OF DIRECTORS NOMINEES


BIOGRAPHIES	Below are the backgrounds of our director nominees:



ROBERT G. GOLDSTEIN CHAIR AGE: 69 DIRECTOR SINCE: 2015 COMMITTEES: •None
	Mr. Goldstein’s extensive experience in the hospitality and gaming industries, including as a senior executive officer of our Company (or its predecessors) since 1995, as well as his current position as our Chairman and Chief Executive Officer ("CEO"), led the Board to conclude he would be a valuable member of our Board. Experience Mr. Goldstein was appointed the Company’s Chairman and Chief Executive Officer on January 26, 2021. Prior to that, he had been the Company’s President and Chief Operating Officer and a member of the Board since January 2015. He previously served as the Company’s President of Global Gaming Operations from January 2011 until December 2014, the Company’s Executive Vice President from July 2009 until December 2014, and the Company’s Secretary from August 2016 to November 2016. He has held other senior executive positions at the Company and its subsidiaries since 1995. Additionally, Mr. Goldstein also currently serves as Chairman and, up until January 2024, served as Chief Executive Officer of our Company’s subsidiary, SCL, both of which since January 2021, having previously served as a member of its board since May 2014 and as its interim president from January 2015 through October 2015. From 1992 until joining the Company in December 1995, Mr. Goldstein was the executive vice president of marketing at the Sands Hotel in Atlantic City, as well as an executive vice president of the parent Pratt Hotel Corporation. He served on the board of Remark Media, Inc., a global digital media company, from May 2013 to March 2017.



PATRICK DUMONT AGE: 50 DIRECTOR SINCE: 2017 COMMITTEES: •None	Mr. Dumont’s experience in management, development and corporate finance and his positions and tenure with the Company led the Board to conclude he would be a valuable member of our Board. Experience Mr. Dumont has been the Company's President and Chief Operating Officer since January 26, 2021 and prior to that had been the Company’s Executive Vice President and Chief Financial Officer since March 2016. He previously served as the Company’s Principal Financial Officer since February 2016 and Senior Vice President, Finance and Strategy from September 2013 through February 2016. From June 2010 until August 2013, Mr. Dumont served as the Company’s Vice President, Corporate Strategy. Mr Dumont is the son-in-law of Dr. Miriam Adelson who, with trusts and other entities for the benefit of the Adelson family members, controls more than 50 percent of the voting power of the Company’s Common Stock. Since December 2023, Mr. Dumont has also served as the governor of the Dallas Mavericks, a professional basketball team in the National Basketball Association in which the family owns a majority interest.



MARK BESCA AGE: 65 DIRECTOR SINCE: 2025 COMMITTEES: •Audit •Compliance (Chair) INDEPENDENT
	Mr. Besca’s extensive financial and business knowledge gained while serving as an independent auditor for organizations across diverse industries and his experience as a public company director led the Board to conclude he would be a valuable member of our Board. Experience Mr. Besca has been a director of the Company since January 2025. Prior to his retirement in 2020, Mr. Besca spent 40 years at EY (formerly Ernst & Young, LLP) serving as lead and senior advisory audit partner to some of the largest public companies in the media and entertainment, consumer products and airline industries. From 2017 until 2020, Mr. Besca was the leader of the Long-Term Value and Stakeholder Capitalism initiative at EY. From 2012 to 2018, he served as managing partner of EY’s New York City office with over 11,000 professionals, and from 2009 to 2011, he was Northeast managing partner of EY’s Assurance and Advisory Business. Mr. Besca has been a member of the board of directors and audit committee chair of Markel Group Inc. since 2020 and a member of the board of directors and member of the audit committee of Clarus Corporation since December 2024. Mr. Besca holds several civic positions including chairman emeritus of the Pace University board of trustees, the board of the Roundabout Theatre Production Company and formerly a member of the UJA Media and Entertainment executive committee. Mr. Besca is also a David Rockefeller fellow of the NYC Partnership.


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IRWIN CHAFETZ AGE: 88 DIRECTOR SINCE: 2005 COMMITTEES: •None
	Mr. Chafetz’s extensive experience in the hospitality, trade show and convention businesses, as well as his experience as a former executive of our predecessor company, led the Board to conclude he would be a valuable member of our Board. Experience Mr. Chafetz has been a director of the Company since February 2005. He was a director of Las Vegas Sands, Inc. from February until July 2005. Mr. Chafetz is the president and a manager of The Interface Group, LLC, a Massachusetts limited liability company that controls Interface Group-Massachusetts, LLC. Mr. Chafetz has been associated with Interface Group-Massachusetts, LLC and its predecessors since 1972. From 1989 to 1995, Mr. Chafetz was a vice president and director of Interface Group-Nevada, Inc., which owned and operated trade shows, including COMDEX, and also owned and operated The Sands Expo and Convention Center. From 1989 to 1995, Mr. Chafetz was also vice president and a director of Las Vegas Sands, Inc. Mr. Chafetz has served on the boards of many charitable and civic organizations and is a former member of the dean’s advisory council at Boston University School of Management.



MICHELINE CHAU AGE: 72 DIRECTOR SINCE: 2014 COMMITTEES: •Compensation (Chair) •Compliance •Nominating and Governance INDEPENDENT
	Ms. Chau’s extensive and varied business experience, including as president and chief operating officer at Lucasfilm Ltd., and her experience as a director of other public companies led the Board to conclude she would be a valuable member of our Board. Experience Ms. Chau has been a director of the Company since October 2014. She served as the president, chief operating officer and executive director of Lucasfilm Ltd., a film and entertainment company, from 2003 to 2012 and as its chief financial officer from 1991 to 2003. Before that, Ms. Chau held other executive-level positions in various industries, including retail, restaurant, venture capital and financial services. She was a member of the board of Dolby Laboratories, Inc., an audio, imaging and communications company, from February 2013 to February 2024, and was a member of the board of Red Hat, Inc., a provider of open-source software solutions, from November 2008 to August 2012.



CHARLES D. FORMAN AGE: 78 DIRECTOR SINCE: 2004 COMMITTEES: •None
	Mr. Forman’s extensive experience in the hospitality, trade show and convention businesses led the Board to conclude he would be a valuable member of our Board. Experience Mr. Forman has been a director of the Company since August 2004. He has been a director of Las Vegas Sands, LLC (and its predecessor, Las Vegas Sands, Inc.) since March 2004. In addition, he has served as a member of the board of SCL, since May 2014. Mr. Forman served as chairman and chief executive officer of Centric Events Group, LLC, a trade show and conference business from April 2002 until his retirement upon the sale of the business in 2007. From 2000 to 2002, he served as a director of a private company and participated in various private equity investments. During 2000, he was executive vice president of international operations of Key3Media, Inc. From 1998 to 2000, he was chief legal officer of ZD Events Inc., a tradeshow business that included COMDEX. From 1995 to 1998, Mr. Forman was executive vice president, chief financial and legal officer of Softbank Comdex Inc. From 1989 to 1995, Mr. Forman was vice president and general counsel of Interface Group Nevada, Inc., a tradeshow and convention business that owned and operated COMDEX, and also owned and operated The Sands Expo and Convention Center. Mr. Forman was in private law practice from 1972 to 1988. From 2009 until 2023, Mr. Forman was a member of the board of trustees of The Dana-Farber Cancer Institute.


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BOARD OF DIRECTORS NOMINEES



LEWIS KRAMER AGE: 77 DIRECTOR SINCE: 2017 COMMITTEES: •Audit (Chair) •Compensation INDEPENDENT
	Mr. Kramer’s extensive financial and business knowledge gained while serving as an independent auditor for organizations across diverse industries and his experience as a director of a public company and non-profit organizations led the Board to conclude he would be a valuable member of our Board. Experience Mr. Kramer has been a director of the Company since April 2017. Mr. Kramer was a partner at Ernst & Young LLP from 1981 until he retired in June 2009 after a nearly 40-year career at Ernst & Young LLP, where he represented clients in a number of industries, including the media, entertainment and leisure industries. At the time of his retirement, Mr. Kramer served as the global client service partner for worldwide external audit and all other services for major clients, and served on the firm’s United States executive board. He previously served as Ernst & Young LLP’s national director of audit services. From 2009 to April 2023, Mr. Kramer served on the board of L3 Harris Technologies, Inc. (and its predecessor companies).



ALAIN LI AGE: 64 DIRECTOR SINCE: 2024 COMMITTEES: •Audit •Compensation •Nominating and Governance (Chair) INDEPENDENT
	Mr. Li’s extensive experience in senior leadership at companies with a strong presence in Asia, and his experience as a director of a public company and non-profit organizations led the Board to conclude he would be a valuable member of our Board. Experience Mr. Li has been a director of the Company since 2024. Mr. Li was regional chief executive, Asia Pacific of luxury group Richemont from 2006 to 2023, where he was responsible for overseeing and cultivating Richemont’s luxury Maisons in the APAC region. Prior to Richemont, Mr. Li was chief financial officer of IDT International and president of the group’s lifestyle electronics brand, Oregon Scientific, from 2001 to 2005. From 1992 to 2001, he worked at Riso Europe in various capacities and ultimately as president of Riso Europe. From 1991 to 1992, Mr. Li was controller, European Operations at A.B. Dick-Itek Group, from 1987 to 1992, served in various capacities at Zimmer Holdings, Inc., and from 1981 to 1986, was a trainee accountant at Touche Ross & Co. Mr. Li is a Fellow of The Institute of Chartered Accountants in England and Wales. Mr. Li currently serves as an independent non-executive director of Dynasty Fine Wines Group Limited, a position he has held since August 2024, and Remy Cointreau SA, a position he has held since 2022. He is also president of the French Chamber of Commerce and Industry in Hong Kong, a position he has held since 2022.



MICKY PANT AGE: 70 DIRECTOR SINCE: 2025 COMMITTEES: •Compliance •Nominating and Governance INDEPENDENT
	Mr. Pant’s extensive senior leadership experience in international companies, including as chief executive officer of Yum China Holdings, Inc., his global strategic and marketing experience, and his experience as a director of other public companies led the Board to conclude he would be a valuable member of our Board. Experience Mr. Pant has been a director of the Company since 2025. Mr. Pant was a consultant to Beyond Meat, Inc. from March 2020 to December 2020. Prior to that, Mr. Pant was vice chairman of the board and senior advisor to Yum China Holdings, Inc. (“Yum China”) from 2018 to 2020, chief executive officer of Yum China from 2016 to 2018, chief executive officer of the Yum China Division of Yum Brands, Inc. (“Yum Brands”) from 2015 to 2016, and held several other senior roles of increasing responsibility at Yum Brands from 2006 to 2015, including chief executive officer of the KFC Division, chief executive officer of Yum Restaurants International, president of global branding for Yum Brands, president of Yum Restaurants International, chief marketing officer of Yum Brands, global chief concept officer for Yum Brands and president of Taco Bell International. Prior to that, Mr. Pant served in various roles, including chief marketing officer, at Reebok International from 1994 to 2004, PepsiCo India from 1992 to 1994, and Unilever in India and the United Kingdom from 1976 to 1990. Mr. Pant served on the board of directors of Beyond Meats, Inc. from May 2021 to May 2024, Primavera Capital Acquisition Corp. from January 2021 to December 2022, Yum China Holdings, Inc. from March 2018 to March 2020, and Pinnacle Foods, Inc. from December 2014 to June 2018.


16	LAS VEGAS SANDS 2025 Proxy Statement

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INFORMATION REGARDING THE BOARD AND

ITS COMMITTEES

— BOARD OF DIRECTORS

Standards

The NYSE’s corporate governance rules generally require a majority of independent directors serve on a company’s board

of directors and require all of the members of a company’s Audit Committee, Compensation Committee and Nominating and

Governance Committee to be independent directors subject to certain exceptions, including if a company qualifies as a

“controlled company” under the NYSE corporate governance rules.

We qualify as a “controlled company” under NYSE corporate 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 Board consists of a majority of independent directors, although, as a controlled company, we are exempt from the

general NYSE requirement to have a majority of independent directors serve on the Board. Additionally, the Board has an

Audit Committee, Compensation Committee and Nominating and Governance Committee comprised entirely of independent

directors, although this is not required because, as a controlled company, we are exempt from the applicable NYSE

requirement.

Independent Directors

The Board has determined five of its nine current members, namely Mr. Besca, Ms. Chau, Mr. Kramer, Mr. Li and Mr. Pant,

satisfy the criteria for independence under applicable rules promulgated under the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), and the NYSE corporate governance rules. In making its determinations, the Board

reviewed all the relevant facts and circumstances, the standards set forth in our Corporate Governance Guidelines, the

NYSE rules and other applicable laws and regulations. In making its independence determination for Ms. Chau, the Board

also considered the relationship arising out of certain transactions in the ordinary course of business between the Company

and Dolby International AB, whose ultimate parent company is Dolby Laboratories, Inc. where Ms. Chau served as a director

through February 2024, relating to the provision of content delivery network services. In making its independence

determination for Mr. Li, the Board considered the relationship arising out of certain transactions in the ordinary course of

business between the Company’s wholly owned subsidiary, MBS, and a food and beverage operator for which one of Mr.

Li’s immediate family members serves as a director and executive officer, relating to the operation of a restaurant in MBS.

Two of our outside directors, Mr. Chafetz and Mr. Forman, have business and personal relationships with the Adelson family.

Mr. Chafetz was a stockholder, vice president and director of the entity that owned and operated the COMDEX trade show

and The Sands Expo and Convention Center, which were created and developed by Mr. Adelson. Mr. Forman was vice

president and general counsel of this entity. Mr. Chafetz also is a trustee of several trusts for the benefit of the Adelson

family members that beneficially own shares of our Common Stock. For additional information, refer to “Proxy and Voting

Information — How You Can Vote” and “Security Ownership of Certain Beneficial Owners and Management” above. These

relationships with the Adelson family also include making joint investments and other significant financial dealings. As a

result, the Adelson family and Mr. Chafetz and Mr. Forman may have their financial interests aligned and, therefore, the

Board does not consider Mr. Chafetz and Mr. Forman to be independent directors.

Because Mr. Goldstein and Mr. Dumont are officers of the Company, they do not satisfy the criteria for independence under

applicable rules promulgated under the Exchange Act and the NYSE corporate governance rules.

Board Meetings

The Board held eight meetings during 2024. The work of our directors is performed not only at meetings of the Board and its

committees, but also by consideration of our business through the review of documents and in numerous communications

among Board members and others. In 2024, all directors attended at least 75% of the aggregate of all meetings of the Board

and committees on which they served during the periods in which they served.

Our directors are encouraged to attend each annual meeting and all seven of our directors who were on the Board at the

time of our 2024 Annual Meeting of Stockholders held on May 9, 2024 attended such meeting.


18	LAS VEGAS SANDS 2025 Proxy Statement

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AUDIT COMMITTEE
MEMBERS: Lewis Kramer (Chair) Mark Besca Alain Li MEETINGS HELD IN 2024: 6 ALL MEMBERS ARE INDEPENDENT		The primary purpose of the Audit Committee is to assist with the Board’s oversight of: •the integrity of our financial statements •our internal audit function, including audit plans, audit results and the performance of our internal audit team •the review of related party transactions as further described below under “Corporate Governance — Related Party Transactions” •our enterprise risk management as further described below under “Corporate Governance — The Board’s Role in Risk Oversight” •our information security program (including cybersecurity) Our Audit Committee selects our independent registered public accounting firm and has direct oversight responsibility over the firm, including: •reviewing the firm’s plan, scope and results of our annual audit, and the fees for the services performed •the qualifications, independence and performance of the firm •the firm’s annual audit of our financial statements and any engagement to provide other services The Board has determined Mr. Besca, Mr. Kramer and Mr. Li are each independent under applicable NYSE and federal securities rules and regulations on independence of audit committee members. The Board has determined each of the members of the Audit Committee is “financially literate” and qualifies as an “audit committee financial expert,” as both terms are defined in the NYSE listing standards and federal securities rules and regulations. The Audit Committee’s activities also involve numerous discussions and other communications among its members and others.


COMPENSATION COMMITTEE
MEMBERS: Micheline Chau (Chair) Lewis Kramer Alain Li MEETINGS HELD IN 2024: 5 ALL MEMBERS ARE INDEPENDENT		The Compensation Committee has direct responsibility for the compensation of our executive officers and the authority to: •approve salaries, bonuses and other elements of compensation and to approve employment agreements for our executive officers and certain other highly compensated Team Members •review, evaluate and make recommendations to the Board regarding our non- employee director compensation program •administer our equity award plan, as amended and restated (the “Amended and Restated 2004 Equity Award Plan”), under which we grant restricted stock units, stock options and other equity awards •administer our Executive Cash Incentive Plan, under which we provide short- term incentive compensation awards •review, approve and administer the terms of our compensation recoupment policies for recovering incentive-based compensation, including our Forfeiture of Improperly Received Compensation Policy and Clawback Policy, with respect to our executive officers The Compensation Committee is also involved in our enterprise risk management process as further described below under “Corporate Governance — The Board’s Role in Risk Oversight” and “Corporate Governance — 2024 Executive Compensation Risk Assessment” and may delegate its authority to the extent permitted by the Board, the Compensation Committee charter, our amended and restated by-laws, state law and NYSE regulations. Additional information about the Compensation Committee, its responsibilities and its activities is provided below under “Compensation Discussion and Analysis.”


	LAS VEGAS SANDS 2025 Proxy Statement	19

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INFORMATION REGARDING THE BOARD AND ITS COMMITTEES


NOMINATING AND GOVERNANCE COMMITTEE
MEMBERS: Alain Li (Chair) Micheline Chau Micky Pant MEETINGS HELD IN 2024: 5 ALL MEMBERS ARE INDEPENDENT		The purpose of the Nominating and Governance Committee is to: •review and make recommendations regarding the composition of the Board and its committees •implement policies and procedures for the selection of Board members •identify individuals qualified to become Board members and select, or recommend the Board select, director nominees •assess, develop and make recommendations to the Board with respect to Board effectiveness and related corporate governance matters, including corporate governance guidelines and procedures intended to organize the Board appropriately •oversee the evaluation of the Board and management •oversee the management of our ESG program


COMPLIANCE COMMITTEE
MEMBERS: Mark Besca (Chair) Micheline Chau Micky Pant MEETINGS HELD IN 2024: 4 ALL MEMBERS ARE INDEPENDENT		The primary purpose of the Compliance Committee is to assist with the Board’s oversight of: •the compliance program with respect to compliance with the laws and regulations applicable to our business, including gaming laws and regulations •the compliance with our Code of Business Conduct and Ethics, Anti-Corruption Policy, Anti-Money Laundering Policy, Policy on Corporate Political Contributions and Expenditures and Reporting and Non-Retaliation Policy applicable to our directors, officers, Team Members, contractors and agents

Compensation Committee Interlocks and Insider Participation

None of the individuals who served as a member of our Compensation Committee during 2024 is, or has been, an employee

or officer of the Company. None of our executive officers serve, or in the past year served, as a member of the board or

compensation committee of any entity that has one or more executive officers who serve on our Board or Compensation

Committee.

— NON-BOARD COMMITTEES

Corporate Compliance Committee and Operational Compliance Committees

We maintain a Corporate Compliance Committee, the purpose of which is to foster a culture of integrity, accountability and

ethical behavior across all of our operations. We also maintain Operational Compliance Committees in each of Macao and

Singapore to oversee local gaming operations (each, an “Operational Compliance Committee”).

We created these committees to facilitate the identification, evaluation and remediation of situations that could raise

concerns with a gaming authority or otherwise have an adverse effect on our business. In particular, the Corporate

Compliance Committee and the Operational Compliance Committees monitor the following: (1) our business associations in

order to protect us from associations with persons denied licensing or other related approvals, or who may be deemed

unsuitable to be associated with us; (2) our business practices and procedures; (3) compliance with any special conditions

imposed upon our licenses; (4) reports submitted to gaming authorities; and (5) compliance with the laws, regulations and

orders of governmental agencies having jurisdiction over our gaming or business activities.

The Corporate Compliance Committee operates pursuant to a charter approved by the Board and is chaired by our Senior

Vice President and Global Chief Compliance Officer (“GCCO”). The GCCO provides at least quarterly updates to the

Compliance Committee of the Board regarding the Corporate Compliance Committee’s efforts. The Operational Compliance

Committee in Macao operates pursuant to a Compliance Plan approved by the SCL audit committee, and is chaired by the

Chief Compliance Officer for SCL. The Operational Compliance Committee in Singapore operates pursuant to a Compliance

Plan submitted to the Gambling Regulatory Authority of Singapore, and is chaired by the Chief Compliance Officer of MBS.

— SUCCESSION PLANNING AND DEVELOPMENT

Our Chairman and CEO works closely with the Nominating and Governance Committee and the Board to identify and

develop executive talent within and outside our organization and to ensure that Board succession plans are in place, so that

we can ensure effective future leadership transitions at both the senior management and the Board level.


20	LAS VEGAS SANDS 2025 Proxy Statement

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CORPORATE GOVERNANCE

COMMITMENT TO CORPORATE GOVERNANCE

Our Board and management have a strong commitment to effective corporate governance. We operate and are regulated in

various distinct gaming jurisdictions. We are listed on two major stock exchanges and regulated as a financial institution by

Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury. We have in place a

comprehensive corporate governance framework for our operations which, among other things, takes into account the

requirements of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the

applicable rules and regulations of the SEC and the NYSE. The key components of this framework are set forth in our

amended and restated articles of incorporation and amended and restated by-laws, along with the following additional

documents:

•Audit Committee Charter

•Compensation Committee Charter

•Nominating and Governance Committee Charter

•Compliance Committee Charter

•Corporate Governance Guidelines

•Code of Business Conduct and Ethics

•Securities Trading Policy

•Anti-Corruption Policy

•Reporting and Non-Retaliation Policy

•Policy on Corporate Political Contributions and Expenditures

Copies of each of these documents are available on our website at https://investor.sands.com by clicking on “Governance

Documents” within the “Governance” section. Copies are also available without charge by sending a written request to the

following address: Investor Relations, Las Vegas Sands Corp., 5420 S. Durango Drive, Las Vegas, Nevada 89113.

CORPORATE GOVERNANCE GUIDELINES

We have adopted Corporate Governance Guidelines for our Company that set forth the general principles governing the

conduct of our business and the role, functions, duties and responsibilities of the Board, including, but not limited to, such

matters as composition, membership criteria, orientation and continuing education, retirement, committees, compensation,

meeting procedures, annual evaluation and management succession planning.

CODE OF BUSINESS CONDUCT AND ETHICS

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers (including the principal

executive officer and principal financial officer), Team Members and agents. The Code of Business Conduct and Ethics

outlines policies and procedures the Board believes promote the highest standards of integrity, compliance with the law and

personal accountability. Our Code of Business Conduct and Ethics is provided to all new directors, officers and Team

Members.

SECURITIES TRADING POLICY

We have adopted a Securities Trading Policy governing the purchase, sale and other dispositions of our securities by our

directors, officers, Team Members and other individuals associated with us that we believe is reasonably designed to

promote compliance with insider trading laws, rules and regulations and listing standards applicable to us. It is also our

policy to comply with applicable securities laws when engaging in transactions in our own or SCL securities.

ANTI-CORRUPTION POLICY

We have adopted an Anti-Corruption Policy to ensure we comply with applicable record keeping and anti-corruption laws,

including the U.S. Foreign Corrupt Practices Act and the Sarbanes-Oxley Act of 2002. The Anti-Corruption Policy is provided

to all new directors, officers and Team Members.


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CORPORATE GOVERNANCE

REPORTING AND NON-RETALIATION POLICY

We have adopted a Reporting and Non-Retaliation Policy to facilitate and encourage the reporting of any misconduct at the

Company, including violations or potential violations of our Code of Business Conduct and Ethics, and to ensure those

reporting such misconduct will not be subject to harassment, intimidation or other retaliatory action. The Reporting and Non-

Retaliation Policy is provided to all new directors, officers and Team Members.

POLICY ON CORPORATE POLITICAL CONTRIBUTIONS AND EXPENDITURES

We have adopted a Policy on Corporate Political Contributions and Expenditures to govern the Company’s disclosures

relating to corporate political contributions and expenditures.

RELATED PARTY TRANSACTIONS

We have established policies and procedures for the review, approval and/or ratification of related party transactions. Under

its charter, the Audit Committee approves all related party transactions required to be disclosed in our public filings. Under

guidelines established by our Audit Committee, proposed transactions and matters requiring approval under our policies with

aggregate values of less than $120,000 per year are presented to the Audit Committee quarterly for review. Larger

transactions are presented to the Audit Committee for review, discussion and approval in advance of the transaction. The

Audit Committee may, in its discretion, request additional information from the director or executive officer involved in a

proposed transaction or from management prior to granting approval for a related party transaction. For more information on

related party transactions, refer to “Certain Transactions.”

NOMINATION OF DIRECTORS

The Nominating and Governance Committee proposed to the Board the candidates nominated for election at this annual

meeting. The Nominating and Governance Committee, in making its selection of director candidates, considered the

appropriate skills and personal characteristics required in light of the then-current makeup of the Board and in the context of

the perceived needs of the Company at the time.

The Nominating and Governance Committee considers a number of factors in selecting director candidates, including:

•the ethical standards and integrity of the candidate in personal and professional dealings;

•the independence of the candidate under legal, regulatory and other applicable standards;

•the diversity of the existing Board, so that a body of directors from diverse backgrounds (including professional

experience, expertise, race, ethnicity, gender, age and cultural background) is maintained;

•whether the skills and experience of the candidate will complement the skills and experience of the existing members of

the Board;

•the number of other public company boards on which the candidate serves or intends to serve, with the expectation the

candidate would not serve on the boards of more than three other public companies;

•the ability and willingness of the candidate to dedicate sufficient time, energy and attention to ensure the diligent

performance of their Board duties;

•the ability of the candidate to read and understand fundamental financial statements and understand the use of financial

ratios and information in evaluating the financial performance of the Company;

•the willingness of the candidate to be accountable for their decisions as a director;

•the ability of the candidate to provide wise and thoughtful counsel on a broad range of issues;

•the ability and willingness of the candidate to interact with other directors in a manner that encourages responsible,

open, challenging and inspired discussion;

•whether the candidate has a history of achievements that reflects high standards;

•the ability and willingness of the candidate to be committed to, and enthusiastic about, the individual’s performance as a

director for the Company, both in absolute terms and relative to their peers;

•whether the candidate possesses the courage to express views openly, even in the face of opposition;

•the ability and willingness of the candidate to comply with the duties and responsibilities set forth in the Company’s

Corporate Governance Guidelines and amended and restated by-laws;


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•the ability and willingness of the candidate to comply with the duties of care, loyalty and confidentiality applicable to

directors of publicly traded corporations organized in the Company’s jurisdiction of incorporation;

•the ability and willingness of the candidate to adhere to the Company’s Code of Business Conduct and Ethics, including

the policies on conflicts of interest expressed therein; and

•such other attributes of the candidate and external factors as the Board deems appropriate.

The Nominating and Governance Committee will consider candidates recommended by directors and members of

management and may, in its discretion, engage one or more search firms to assist in the recruitment of director candidates.

When conducting searches for new directors, the Nominating and Governance Committee will take reasonable steps to

include diverse candidates in the pool of nominees and any search firm engaged by the Nominating and Governance

Committee will affirmatively be instructed to seek to include diverse candidates. Although the Nominating and Governance

Committee does not assign specific weights to any particular criteria listed above, and no particular criterion is necessarily

applicable to all prospective nominees, the Nominating and Governance Committee and the Board both have a strong

commitment to creating and maintaining diversity on the Board. The Nominating and Governance Committee assesses the

effectiveness of its diversity efforts through the annual nomination process, the annual self-evaluation process of the Board

and its committees, the Nominating and Governance Committee’s periodic evaluation of the Board’s composition, and

through on-going, informal feedback from Board members.

The Nominating and Governance Committee does not have a formal policy for considering director candidates

recommended by stockholders and believes the processes and procedures in place for identifying, evaluating and selecting

board members is sufficiently robust and takes into account, among other factors, stockholder dialogue and feedback.

BOARD LEADERSHIP STRUCTURE

The Board believes Mr. Goldstein is best suited to serve as both Chairman and CEO because he is most familiar with our

businesses and industry and best able to establish strategic priorities for the Company. In coming to this conclusion, the

Board considered its evaluation of Mr. Goldstein’s performance as CEO, his very positive relationships with other members

of the Board and the strategic vision and perspective he has brought to the position of Chairman and CEO. The Board is

uniformly of the view that Mr. Goldstein provides excellent leadership of the Board in the performance of its duties and that

naming him as Chairman and CEO serves the best interest of stockholders.

On March 6, 2025, the Company announced that Mr. Goldstein will transition to the role of senior advisor on March 1, 2026.

Both the Company and Mr. Goldstein intend for his senior advisor role to be his sole position with the Company and its

subsidiaries as of March 1, 2026. The Board has announced its intention to appoint Mr. Dumont, the Company's President

and Chief Operating Officer, as Chairman and CEO upon Mr. Goldstein's transition to the senior advisor role.

The Board has not appointed an Independent Lead Director because the communication and decision-making among the

Board with the current leadership structure has proved very effective. The Board will continue to periodically consider the

need to appoint an Independent Lead Director.

MEETINGS IN EXECUTIVE SESSION AND PRESIDING NON-MANAGEMENT DIRECTOR

In accordance with applicable rules of the NYSE and our Corporate Governance Guidelines, the Board has adopted a policy

to meet at each regularly scheduled Board meeting in executive session without management directors or any members of

management being present. In addition, the Board’s independent directors meet at least once each year in executive

session. At each executive session, a presiding director chosen by a majority of the directors present presides over the

session.


	LAS VEGAS SANDS 2025 Proxy Statement	23

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CORPORATE GOVERNANCE

THE BOARD’S ROLE IN RISK OVERSIGHT

The Board, directly and through its committees, is actively involved in the oversight of our risk management policies.


COMMITTEE	RISK OVERSIGHT RESPONSIBILITIES

Audit Committee	•oversees enterprise risk management, generally •reviews and discusses with management our major financial risk exposures and the steps management has taken to monitor, control and manage these exposures, including our risk assessment and risk management guidelines and policies •meets regularly with those members of management responsible for our information security program and its related priorities and controls •receives updates on data security that include cybersecurity resilience and emerging trends, as well as progress toward key Company initiatives in this area


Compensation Committee	•oversees our compensation policies to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company


Compliance Committee	•assists the Board in overseeing our compliance program, including compliance with the laws and regulations applicable to our business and compliance with our Code of Business Conduct and Ethics and other policies


Nominating and Governance Committee	•oversees our ESG risk by reviewing and assessing our ESG goals, policies and programs •assists the Board in overseeing succession plans for our senior management

The Audit Committee, the Compensation Committee, the Compliance Committee and the Nominating and Governance

Committee receive reports from, and discuss these matters with, management and regularly report on these matters to the

Board.

COMPENSATION RISK ASSESSMENT

The Compensation Committee has evaluated our compensation structure from the perspective of enterprise risk

management and the terms of our compensation policies generally, and believes our compensation policies and practices

do not provide incentives for Team Members to take inappropriate business risks or risks reasonably likely to have a material

adverse effect on us. Under their employment agreements, our named executive officers are eligible for bonuses and equity-

based awards, up to a target percentage of their respective base salaries, based on the achievement of predetermined

performance criteria established by the Compensation Committee. During 2024, the Company met the predetermined

performance criteria above the thresholds described in "2024 Executive Compensation Performance Criteria"; as a result,

our named executive officers received bonus payments and equity-based awards for 2024, as further described in “Major

Elements of Executive Compensation.” The Compensation Committee’s active oversight of payouts under our annual short-

term incentive program and awards under our long-term incentive program to executives, the discretionary nature of the

Team Member bonuses, and the weighing of financial and individual performance factors means there may not be any direct

correlation between any particular action by a Team Member and the Team Member’s receipt of a bonus. In addition, all

Team Members eligible to receive bonuses are subject to our Forfeiture of Improperly Received Compensation Policy, and

our executive officers are also subject to our Clawback Policy.


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STOCKHOLDER COMMUNICATIONS WITH THE BOARD

Stockholders and interested parties who wish to contact our Board, the Chairman of the Board, the presiding non-

management director of executive sessions or any individual director are invited to do so by writing to:

Board of Las Vegas Sands Corp.

c/o Corporate Secretary

5420 S. Durango Drive

Las Vegas, Nevada 89113

Complaints and concerns relating to our accounting, internal control over financial reporting or auditing matters should be

communicated to the Audit Committee using the procedures described below. All other stockholder and other

communications addressed to our Board will be referred to our presiding non-management director of executive sessions

and tracked by the Corporate Secretary. Stockholder and other communications addressed to a particular director will be

referred to that director.

STOCKHOLDER COMMUNICATIONS WITH THE AUDIT COMMITTEE

Complaints and concerns relating to our accounting, internal control over financial reporting or auditing matters should be

communicated to the Audit Committee, which consists solely of non-employee directors. Any such communication may be

anonymous and may be reported to the Audit Committee through the Office of the General Counsel by writing to:

Las Vegas Sands Corp.

c/o Audit Committee of the Board of Directors

5420 S. Durango Drive

Las Vegas, Nevada 89113

Attention: Office of the General Counsel

All communications will be reviewed under Audit Committee direction and oversight by the Office of the General Counsel,

the Audit Services Group, which performs the Company’s internal audit function, or such other persons as the Audit

Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the

need to conduct an adequate review. Prompt and appropriate corrective action will be taken when and as warranted in the

judgment of the Audit Committee. The Office of the General Counsel will prepare a periodic summary report of all such

communications for the Audit Committee.


	LAS VEGAS SANDS 2025 Proxy Statement	25

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EXECUTIVE OFFICERS

This section contains certain information about our current executive officers, including their names and ages (as of the

mailing of these proxy materials), positions held and periods during which they have held such positions. There are no

arrangements or understandings between our officers and any other person pursuant to which they were selected as

officers.



NAME	AGE	TITLE


Robert G. Goldstein	69	Chairman and Chief Executive Officer


Patrick Dumont	50	President and Chief Operating Officer


Randy Hyzak	55	Executive Vice President and Chief Financial Officer


D. Zachary Hudson	45	Executive Vice President, Global General Counsel and Secretary

For background information on Mr. Goldstein and Mr. Dumont, please refer to “Board of Directors Nominees.”

Mr. Hyzak has been our Company’s Executive Vice President and Chief Financial Officer since January 26, 2021 and was

our Senior Vice President and Chief Accounting Officer since March 2016, when he joined the Company. Prior to joining our

Company, Mr. Hyzak served as vice president and chief accounting officer at Freescale Semiconductor, Inc., a global

semiconductor company, from February 2009 to March 2016, and served in other finance and accounting leadership

capacities there, including as corporate controller. Prior to joining Freescale in February 2005, Mr. Hyzak was a senior

manager with the public accounting firm Ernst & Young LLP where he primarily served large global Fortune 500 clients

working in its assurance and advisory services practice from 1994 through early 2005.

Mr. Hudson has been our Company’s Executive Vice President, Global General Counsel and Secretary since September

2019. Prior to joining our Company, Mr. Hudson served as executive vice president, general counsel and corporate

secretary for Afiniti, an applied artificial intelligence company, from April 2016 through September 2019, and was an

associate and then counsel at Bancroft PLLC, a law firm, from November 2011 to April 2016. Mr. Hudson served as a law

clerk to U.S. Supreme Court Chief Justice John Roberts from 2010 to 2011 and to Justice Brett Kavanaugh in the U.S. Court

of Appeals for the D.C. Circuit from 2009 to 2010. Prior to attending law school, Mr. Hudson served in the United States

Navy, on the USS Santa Fe, as Lieutenant – Assistant Engineer.


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COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis contains statements regarding Company performance objectives and targets. These

objectives and targets are disclosed in the limited context of our compensation program and should not be understood to be

statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to

apply these statements to other contexts.

This discussion supplements the more detailed information concerning executive compensation in the tables and narrative

discussion that follow under “Executive Compensation and Other Information.” This Compensation Discussion and Analysis

section discusses our compensation philosophy and objectives and the compensation policies and programs for the

following individuals who are referred to as our “named executive officers” for 2024:

— 2024 KEY ACCOMPLISHMENTS & FINANCIAL RESULTS

The recoveries in travel to Singapore and Macao, which began in 2022 and 2023, respectively, continued their positive

momentum in 2024. Our senior executive team was focused on taking advantage of improving market conditions to grow

operating cash flow in both those locations, most notably in Singapore where we delivered another record adjusted property

EBITDA performance. However, 2024 was also a year in which our senior leadership team was heavily focused on

executing objectives we believe form the foundations for the next phase of multi-year growth in our primary markets of

Macao and Singapore. Delivery of our capital investment programs in both locations entered pivotal phases in 2024 and we

also finalized a supplemental agreement with the government in Singapore that optimizes the scope of our expansion

project at MBS in Singapore, adjacent to the existing Marina Bay Sands. While the opportunities to invest and grow in the

jurisdictions where we already operate were front and center, we continued to enthusiastically pursue opportunities to invest

in new jurisdictions. We continued to focus on managing our balance sheet effectively and executing programs to return

capital to stockholders.