You Are Cordially Invited to Attend the Annual Meeting of Stockholders of Sciplay Corporation to Be Held at 11:00 A.M
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April 28, 2020 Dear Stockholder: You are cordially invited to attend the annual meeting of stockholders of SciPlay Corporation to be held at 11:00 a.m. (local time) on Wednesday, June 10, 2020, at Brownstein Hyatt Farber Schreck, LLP, 100 North City Parkway, Suite 1600, Las Vegas, Nevada. At the meeting, we will be electing eight (8) members of our Board of Directors. We will also be asking our stockholders to approve the SciPlay Corporation 2020 Employee Stock Purchase Plan. Finally, we will be asking our stockholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. These matters are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. Even if you plan to attend the annual meeting in person, we encourage you to vote your shares right away using one of the advance voting methods described in the accompanying materials. We look forward to seeing you at the annual meeting. Sincerely, Joshua J. Wilson Chief Executive Officer The accompanying Proxy Statement is dated April 28, 2020, and is first being mailed to our stockholders about or before April 30, 2020. SCIPLAY CORPORATION 6601 Bermuda Road Las Vegas, NV 89119 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Notice is hereby given that the annual meeting of stockholders of SciPlay Corporation (the “Company”) will be held at 11:00 a.m. (local time) on Wednesday, June 10, 2020, at Brownstein Hyatt Farber Schreck, LLP, 100 North City Parkway, Suite 1600, Las Vegas, Nevada, for the following purposes: 1. To elect eight (8) members of the Company’s Board of Directors to serve for the ensuing year and until their respective successors are duly elected and qualified. 2. To approve the SciPlay Corporation 2020 Employee Stock Purchase Plan. 3. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. 4. To consider and act upon any other matter that may properly come before the meeting or any adjournment thereof. Only stockholders of record at the close of business on April 13, 2020 are entitled to receive notice of and to vote at the meeting and any adjournment thereof. A list of the holders will be open to the examination of stockholders for ten days prior to the date of the meeting, between the hours of 9:00 a.m. and 5:00 p.m., at the office of the Secretary of the Company at 6601 Bermuda Road, Las Vegas, NV 89119 and will be available for inspection at the meeting itself. To obtain directions to attend the meeting and vote in person, please telephone the Company at (702) 532-8125. Whether you plan to be personally present at the meeting or not, we encourage you to submit your vote by proxy as soon as possible using one of the advance voting methods (see page 1 of the accompanying Proxy Statement for additional details). We are actively monitoring the coronavirus (COVID-19) outbreak and are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state and local governments may impose. As part of our precautions regarding COVID-19, we are planning for the possibility that we might hold a “virtual annual meeting,” where participation would be via remote communication. If we take this step, we will announce the decision, including details on how to participate, in a press release available at www.sciplay.com as soon as practicable before the meeting. Please monitor our website for updated information. If you are planning to attend the meeting, please check our website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the meeting using one of the advance voting methods. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 10, 2020: The Proxy Statement and 2019 Annual Report will be available about or before April 30, 2020 through the Investors link on our website at www.sciplay.com or through www.proxyvote.com. By Order of the Board of Directors Michael F. Winterscheidt Dated: April 28, 2020 Chief Accounting Officer and Secretary TABLE OF CONTENTS General Information ........................................................................................................................................................... 1 Proposal 1: Election of Directors ........................................................................................................................................ 5 Nominees for Election .................................................................................................................................................... 5 Corporate Governance .................................................................................................................................................... 9 Director Compensation ................................................................................................................................................... 15 Delinquent Section 16(a) Reports ....................................................................................................................................... 17 Security Ownership ............................................................................................................................................................ 17 Executive Compensation .................................................................................................................................................... 21 Introduction .................................................................................................................................................................... 21 Summary Compensation Table ....................................................................................................................................... 21 Narrative Disclosure to Summary Compensation Table ................................................................................................. 22 Outstanding Equity Awards at Fiscal Year-End .............................................................................................................. 26 Retirement Plans ............................................................................................................................................................. 28 Potential Payments Upon Termination or Change in Control ......................................................................................... 28 Certain Relationships and Related Person Transactions ..................................................................................................... 31 Report of the Audit Committee........................................................................................................................................... 33 Proposal 2: Approval of the SciPlay Corporation 2020 Employee Stock Purchase Plan .................................................. 34 Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm .................................................................................................................................................. 39 Fees Paid to our Independent Registered Public Accounting Firm ................................................................................. 39 Other Matters ...................................................................................................................................................................... 41 Stockholder Proposals for the Next Annual Meeting ......................................................................................................... 41 Appendix A – Reconciliation of Adjusted EBITDA and STIP AEBITDA to Net Income Appendix B – SciPlay Corporation 2020 Employee Stock Purchase Plan SCIPLAY CORPORATION 6601 Bermuda Road Las Vegas, NV 89119 PROXY STATEMENT GENERAL INFORMATION This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of SciPlay Corporation (“SciPlay,” the “Company,” “we” or “us”) of proxies to be voted at the annual meeting of stockholders to be held at 11:00 a.m. (local time) on Wednesday, June 10, 2020, at Brownstein Hyatt Farber Schreck, LLP, 100 North City Parkway, Suite 1600, Las Vegas, Nevada, and any adjournment or postponement of the meeting, for the purposes set forth in the Notice of Annual Meeting of Stockholders. Explanatory Note We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this Proxy Statement the scaled disclosure permitted under the JOBS Act, including the compensation disclosures required of a “smaller reporting company”, as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. Similarly, we are also exempt from the chief executive officer pay ratio disclosure rules, as required under The Dodd-Frank Wall Street Reform and Consumer Protection Act. Our status as an emerging growth