UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under Rule 13d-1 of the Securities Exchange Act of 1934

(Amendment No. 44)

MGM Resorts International

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

552953 10 1

(CUSIP Number)

Anthony L. Mandekic

Tracinda Corporation

6725 Via Austi Parkway, Suite 370

Las Vegas, NV 89119

(702) 978-6161

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 13, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 44 amends and supplements the Statement on Schedule 13D filed by Tracinda Corporation, a Nevada corporation (“Tracinda”), and Mr. Kirk Kerkorian, the sole shareholder of Tracinda, with the Securities and Exchange Commission (the “SEC”) on August 20, 1991, as amended on June 8, 1992, October 16, 1992, February 22, 1994, March 11, 1994, November 20, 1995, January 24, 1997, September 25, 1997, August 3, 1998, August 21, 1998, September 1, 1998, June 11, 1999, November 16, 1999, April 18, 2000, February 9, 2001, May 21, 2001, November 2, 2001, May 21, 2007, June 20, 2007, August 7, 2007, August 22, 2007, March 5, 2008, July 8, 2008, September 3, 2008, October 16, 2008, February 19, 2009, May 18, 2009, May 20, 2009, September 9, 2009, October 20, 2009, April 16, 2010, October 13, 2010, October 18, 2010 (two filings), October 21, 2010, November 12, 2010, January 28, 2011, April 20, 2011, August 18, 2011, February 28, 2012, April 4, 2012, March 14, 2013, September 18, 2013 and June 16, 2015, and as amended by that certain Schedule TO-T filed by Tracinda and Mr. Kerkorian with the SEC on December 4, 2006, as amended (as so amended, the “Schedule 13D”), relating to the common stock, $.01 par value per share (“Common Stock”), of MGM Resorts International, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 44 shall have the meaning set forth in the Schedule 13D.

Item 2 of the Schedule 13D is hereby amended to add the following information to the following information:

The business address of Tracinda and Mr. Mandekic is 6725 Via Austi Parkway, Suite 370, Las Vegas, NV 89119.

Item 4 of the Schedule 13D is hereby amended to add the following information:

On June 13, 2016, Tracinda entered into a Long Form ISDA Master Agreement with UBS AG (“UBS”) pursuant to which it sold, on June 13, 2016, an aggregate of 20,000,000 European style covered call options with respect to an equivalent number of shares of Common Stock (the “Covered Call Options”). The Covered Call Options, which were sold for $2.12 per option and have an exercise price of $23.9363 per share, are set to mature at a rate of 2,000,000 shares per day, for ten trading days, commencing on February 7, 2017. Tracinda anticipates that if the current market price of the Common Stock exceeds the exercise price (an “in-the-money” price), the Covered Call Options will be settled by the delivery of underlying Common Stock and will not be settled in cash. Tracinda has separately entered into a lock-up agreement with UBS AG that restricts Tracinda’s ability to sell, for a period of 60 trading days following the trade date of the Covered Call Options, any residual shares beyond the number of underlying shares referenced by the Covered Call Options. Tracinda has separately entered into a Pledge Agreement with UBS, pursuant to which Tracinda will deliver to UBS 20,000,000 shares of Common Stock as collateral to secure its obligations under the Covered Call Options. This summary of the Covered Call Options is qualified by reference to the call option documents, forms of which are filed as Exhibits to this Schedule 13D, all of which are incorporated into this filing by reference.

Tracinda continues to believe that there is substantial value in the assets of MGM Resorts and that the company is a good long term investment. Tracinda is evaluating options for an orderly disposition of its position in the Common Stock, as directed in Kirk Kerkorian’s will. The closing of the Covered Call Option agreements described above, the authority for which at all times will rest with the Covered Call Option purchasers, may result in a reduction in Tracinda’s beneficial ownership of the Common Stock. Tracinda is subject to no fixed timetable for the disposition of its position in the Common stock.

Item 5 of the Schedule 13D is hereby amended to add the following information:

(a)-(b) The following table sets forth information with respect to the Company’s securities beneficially owned, as of the date hereof, by each person or entity named in Item 2 of the Schedule 13D. Mr. Kerkorian has sole voting and investment power with respect to the shares held by the Filing Persons.

(c) Except as set forth in this Schedule 13D, within the last 60 days, no reportable transactions were effected by any Reporting Person.

(d) & (e) Not applicable.

Item 6 of the Schedule 13D is hereby amended to add the following information:

The disclosure set forth in Item 4 of this Amendment No. 44 is incorporated herein by this reference.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

June 14, 2016

Exhibit 99.1

EXECUTION VERSION

The purpose of this communication (this “Confirmation”) is to confirm the terms and conditions of the above referenced transaction entered into between Party A and Party B on the Trade Date specified below (the “Transaction”). This communication constitutes a “Confirmation” as referred to in the 1992 ISDA Master Agreement published by the International Swaps and Derivatives Association, Inc. (the “ISDA Form”).

The definitions and provisions contained in the 2006 ISDA Definitions (the “2006 Definitions”) and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between either set of Definitions and this Confirmation, this Confirmation will govern.

This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if we had executed an agreement in such form (but without any Schedule except for the election of U.S. Dollars as the Termination Currency and such other elections and modifications detailed herein referring to the ISDA Form) (the “Agreement”) on the Trade Date. In addition, you and we hereby amend the Agreement by making the form of the bilateral form 1994 ISDA Credit Support Annex (to the Schedule to ISDA Agreements Subject to New York Law Only) (the “ISDA Credit Support Annex”) (as amended and supplemented herein) a part of the Agreement. In the event of any inconsistency between the provisions of the ISDA Credit Support Annex or the Agreement and this Confirmation, this Confirmation will prevail. For the avoidance of doubt, the Transaction shall be the only transaction under the Agreement.

The terms of the Transaction are as follows:

General Terms

Valuation

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Settlement Terms

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Extraordinary Events

Consequences of Merger Events

Additional Disruption Events

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Relationship Between Parties

Each party will be deemed to represent to the other party on the date on which it enters into this Transaction that (in the absence of any written agreement between the parties which expressly imposes affirmative obligations to the contrary for this Transaction):

(A) Non-Reliance. It is acting for its own account, and it has made its own independent decision to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction, it being understood that information and explanations related to the terms and conditions of this Transaction will not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of this Transaction.

(B) Assessment And Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of this Transaction.

(C) Status Of The Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of this Transaction.

Additional Modifications to and Elections under the ISDA Form:

The Transaction will be governed by and construed in accordance with the laws of New York (without reference to choice of law doctrine). Solely as between the parties hereto, and relating solely to matters arising concerning this Transaction, each party irrevocably submits to the non-exclusive jurisdiction of the courts of the state of New York and the United States District Court located in the Borough of Manhattan in the City of New York, and waives any objection which it may have at any time to the laying of venue of any proceedings concerning this Transaction brought in such court, waives any claim that such proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over any party.

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the representations, warranties and covenants set forth in this clause (i) will be correct and complied with in all respects at all times so long as the parties continue to have obligations and duties to each other hereunder as if repeated then, by reference to then existing circumstances;

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Notwithstanding any other provisions hereof, Party A may not exercise any Option hereunder or be entitled to exercise any right of rehypothecation under the ISDA Credit Support Annex or otherwise be entitled to take delivery of any Shares deliverable hereunder or exercise remedies as described in the ISDA Credit Support Annex in respect of Shares constituting Posted Collateral (any such exercise, exercise of rehypothecation rights, delivery or exercise of remedies, a “Share Acquisition”) and Automatic Exercise shall not apply with respect to any Option hereunder to the extent (but only to the extent) that, after such Share Acquisition, (i) the Section 16 Percentage would exceed 4.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported Share Acquisition hereunder shall be void and have no effect to the extent (but only to the extent) that, after such Share Acquisition, (i) the Section 16 Percentage would exceed 4.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any Share Acquisition hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligations in respect of such Share Acquisition shall not be extinguished and Party B shall fulfill such obligations as promptly as practicable after, but in no event later than one Business Day after, Party A gives notice to Party B that, after such Share Acquisition, (i) the Section 16 Percentage would not exceed 4.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Party A and any person whose ownership position would be aggregated with that of Party A (Party A or any such person, a “Party A Person”) under any law, rule, regulation or regulatory order or any organizational documents of the Issuer or any agreement to which Party B is a party that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership of under any Applicable Restriction, as determined by Party A in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Party A Person, or would result in an adverse effect on a Party A Person, under any Applicable Restriction, as determined by Party A in its reasonable discretion, minus (B) 1% of the number of Shares outstanding.

Party A may postpone, in whole or in part, any Valuation Date or any other date of valuation or delivery with respect to some or all of the relevant Options (in which event the Calculation Agent shall make appropriate adjustments to the Number of Options with respect to one or more Tranches) if Party A determines, in its commercially reasonable judgment, that such extension is reasonably necessary or appropriate to preserve Party A’s hedging or hedge unwind activity hereunder in light of existing liquidity conditions or to enable Party A to effect purchases or sales of Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that is in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Party A.

In addition to any remedies afforded Party A in connection with the Transaction or under this Confirmation, Party B agrees to indemnify and hold harmless Party A and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several (collectively, “Damages”), to which an Indemnified Person may become subject arising out of or in connection with the Transaction and this Confirmation, including without limitation any losses, claims, damages, judgments, liabilities and expenses due, in whole or in part, to any breach of any covenant or representation made by Party B in the Agreement and this Confirmation or any claim, litigation, investigation or proceeding relating thereto, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing; provided that Party B shall not have any liability to any Indemnified Person to the extent that such Damages are finally determined by a court of competent jurisdiction to have directly resulted from the gross negligence or willful misconduct of such Indemnified Person or breach by Party A of an express provision of this Confirmation (and in such case, such Indemnified Person shall promptly return to Party B any amounts previously expended by Party B hereunder).

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It shall constitute an Additional Termination Event with respect to which the Transaction shall be the sole Affected Transaction, Party B shall be the sole Affected Party and Party A shall be the party entitled to designate an Early Termination Date pursuant to Section 6 of the Agreement if Party B shall at any time directly or indirectly own, control or hold with power to vote 18 percent or more of the outstanding voting securities of the Issuer.

“Specified Entity” means in relation to Party A for the purpose of:

The “Cross Default” provisions of Section 5(a)(vi) of the ISDA Form, as modified below, will apply to Party A and to Party B. Section 5(a)(vi) of ISDA Form is hereby amended by the addition of the following at the end thereof:

“provided, however, that notwithstanding the foregoing, an Event of Default shall not occur under either (1) or (2) above if, as demonstrated to the reasonable satisfaction of the other party, (a) the event or condition referred to in (1) or the failure to pay referred to in (2) is a failure to pay caused by an error or omission of an administrative or operational nature; and (b) funds were available to such party to enable it to make the relevant payment when due; and (c) such relevant payment is made within three Business Days following receipt of written notice from an interested party of such failure to pay.”

Section 5(a)(vi) of the ISDA Form is hereby further amended by deleting the following text from the seventh line “, or becoming capable at such time of being declared”.

“Specified Indebtedness” means any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) for the payment or repayment of any money.

“Threshold Amount” means, with respect to Party A, an amount equal to 2% of shareholders’ equity (howsoever described) of Party A as shown on the most recent annual audited financial statements of Party A, and, with respect to Party B or any Specified Entity, an amount equal to USD 10,000,000.00.

For the purpose of Section 6(e) of the ISDA Form:

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The Account Control Agreement dated as of June 13, 2016 (the “Account Control Agreement”) among Party A, Party B and UBS Securities LLC relating to the Shares is a Credit Support Document under the Agreement.

Modifications to the ISDA Credit Support Annex.

The ISDA Credit Support Annex is modified and supplemented as set forth below:

Notwithstanding anything to the contrary herein or otherwise, the provisions of Paragraph 3 of the ISDA Credit Support Annex will not apply to the Transaction and the provisions of Paragraph 6(c) of the ISDA Credit Support Annex will not apply to Party A.

Settlement

This Transaction has been entered into by a member of the UBS group (“UBS Party”). For the avoidance of doubt, any payment or delivery obligations of the UBS Party in respect of this Transaction (“Obligations”) may be effected by either UBS Limited or UBS AG, London Branch (the “Settlement Agent”). UBS Party has authorised the Settlement Agent to act on its behalf in the same manner and with the same force and effect as UBS Party might or could do. In the event that any Obligations are settled by the Settlement Agent (“Settlement”), such Settlement shall be deemed to be settlement of all Obligations hereunder.

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Contact Information for UBS AG, LONDON BRANCH:

[Remainder of page intentionally left blank]

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By manually signing this Confirmation and returning it to UBS at facsimile (203) 719-0538, Party B hereby (a) agrees that it has checked this Confirmation carefully for errors or discrepancies and (b) confirms that this Confirmation correctly sets forth the terms of the agreement between Party A and Party B with respect to the Transaction evidenced hereby.

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Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us at your earliest convenience.

Agreed and accepted with effect as of the date first written above

for and on behalf of

TRACINDA CORPORATION

UBS AG, LONDON BRANCH, 1 Finsbury Avenue, London EC2M 2PP

UBS AG is a member of the London Stock Exchange and is regulated in the UK by the Financial Services Authority.

Representatives of UBS Limited introduce trades to UBS AG via UBS Limited.

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Schedule A

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Exhibit 99.2

EXECUTION VERSION

Account Control Agreement

ACCOUNT OPTIONS: Account 203-21541, Tracinda Corporation – UBS AG, London Branch, as Secured Party

This Account Control Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 13, 2016 among UBS AG, London Branch (the “Secured Party”), Tracinda Corporation (the “Pledgor”) and UBS Securities LLC (“UBSS”), as the securities intermediary.

WHEREAS, the Secured Party and the Pledgor have entered into a Confirmation for a Call Option Transaction dated as of June 13, 2016 (together with the documents incorporated therein or constituting or supplementing the Agreement referred to therein, and as amended, supplemented or modified from time to time, the “Confirm”), pursuant to which the Pledgor is required to pledge shares of common stock of MGM Resorts International (“Shares”) to the Secured Party;

WHEREAS, UBSS has established the above-referenced Pledgor account (the “Account”), which shall be deemed to be a “securities account” (within the meaning of Section 8-501(a) of the Uniform Commercial Code as in effect in the State of New York (“UCC”));

WHEREAS, the Pledgor has granted the Secured Party a security interest in the Posted Collateral (as defined in the Confirm), which includes the Account and the Shares and all other cash, securities, securities entitlements, financial assets, investment property and other assets held in or credited to the Account from time to time, and the proceeds thereof; and

WHEREAS, the Secured Party, the Pledgor and UBSS are entering into this Agreement to provide for the control of the Account and the Posted Collateral by the Secured Party and to perfect the Secured Party’s security interest in the Account and the Posted Collateral;

NOW THEREFORE, the parties hereby agree as follows:

Section 1. The Account.

(a) The Secured Party and the Pledgor hereby intend that this Agreement establish “control” of the Account and the Posted Collateral by the Secured Party for purposes of perfecting the Secured Party’s security interest therein pursuant to Articles 8 and 9 of the UCC and UBSS hereby acknowledges that it has been advised of the Pledgor’s grant to the Secured Party of a security interest in the Account and the Posted Collateral. The Pledgor and the Secured Party hereby appoint UBSS to perform its duties as securities intermediary as hereinafter set forth. UBSS hereby accepts such appointment and agrees to establish and maintain the Account and to identify such Account on its books and records as pledged by the Pledgor to the

Secured Party. The parties agree that UBSS is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC), and intend that all securities and other property now or hereafter credited by UBSS to the Account will be treated as “financial assets” under Article 8 of the UCC. UBSS makes no representations or warranties with respect to the creation or enforceability of any security interest in the Account or the assets held in the Account.

(b) All securities or other property underlying any financial assets credited to the Account shall be registered in the name of UBSS, indorsed to UBSS or in blank or credited to another securities account maintained in the name of UBSS, and in no case shall any financial asset credited to the Account be registered in the name of the Pledgor, payable to the order of the Pledgor or specially indorsed to the Pledgor except to the extent the foregoing have been specially indorsed to UBSS or in blank.

(c) The Pledgor, simultaneously with the execution and delivery of this Agreement, has caused the Shares to be deposited in the Account as Posted Collateral pursuant to the terms and conditions of the Confirm, which such Posted Collateral, together with any proceeds received by UBSS with respect to such Posted Collateral, shall be held by UBSS upon the terms and conditions hereinafter set forth. The Pledgor represents and warrants that it owns the securities and other property in the Account free and clear of all liens, claims, security interests and encumbrances (except those granted herein and in the Confirm).

(d) UBSS hereby represents and warrants to the Secured Party and the Pledgor that (i) the Account has been established in the name and with the account number recited above and (ii) except for the claims and interests of the Secured Party and the Pledgor in the Account, and except for any claim in favor of UBSS permitted under Section 2, UBSS does not know of any claim or interest in the Account. The parties agree and acknowledge that the title of the Account shall reflect that the Pledgor has granted the Secured Party a security interest in the Account.

Section 2. Priority of Lien.

UBSS hereby acknowledges the security interest granted to the Secured Party by the Pledgor. UBSS hereby confirms that the Account is a fully-paid account and that it will not advance any margin or other credit to the Pledgor with respect to the assets carried in the Account, except as indicated below. UBSS hereby subordinates all liens, encumbrances, claims and rights of setoff it may have against the Account or any financial asset carried in the Account or any free credit balance in the Account, except for liens, encumbrances, claims and rights of setoff for the payment of UBSS customary fees and commissions pursuant to its agreement with the Pledgor. UBSS will not agree with any third party that UBSS will comply with entitlement orders or other directions concerning the Account originated by or on behalf of such third party without the prior written consent of the Secured Party and the Pledgor.

Section 3. Control; Trading in the Account; Investment Advisers.

(a) Subject to the terms of Section 3(b) below, UBSS will comply with entitlement orders originated by the Secured Party concerning the Account without further consent by the Pledgor. Unless “ACCOUNT TRADING PERMITTED?” at the top of this Agreement is marked “NO,” and except as otherwise provided in Section 4, UBSS also will comply with entitlement orders concerning the Account originated by the Pledgor or the Pledgor’s authorized representatives, including any investment adviser, which may be an affiliate of UBSS, that the Pledgor has authorized to exercise investment discretion with respect to the Account (an “Investment Adviser”), until such time as the Secured Party delivers a written notice to UBSS that the Secured Party is thereby exercising exclusive control over the Account (a “Notice of Exclusive Control”). Subject to the terms of Section 3(b) below, after UBSS receives a Notice of Exclusive Control

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and has had reasonable opportunity to comply with it, UBSS will cease complying with entitlement orders or other directions concerning the Account that are originated by the Pledgor or its representatives unless and until such time as UBSS receives a written notice from the Secured Party rescinding the Notice of Exclusive Control. If “ACCOUNT TRADING PERMITTED?” at the top of this Agreement is marked “NO,” UBSS will not, except as set forth in Section 4 below, comply with entitlement orders or other directions concerning the Account originated by the Pledgor or the Pledgor’s authorized representatives, including any Investment Adviser without the specific prior written consent of the Secured Party.

(b) The Secured Party agrees that UBSS may, in its sole and absolute discretion, require that the Secured Party provide an authorizing document, in form and substance acceptable to UBSS, identifying the individual(s) authorized by the Secured Party to provide UBSS with entitlement orders, a Notice of Exclusive Control or any other notice or direction concerning the Account (collectively, “Instructions”), and may in its sole and absolute discretion refuse to honor an Instruction pending receipt of such an authorizing document from the Secured Party in a form acceptable to UBSS. Notwithstanding the foregoing, UBSS shall have no obligation to confirm the identity or authority of any individual who purports to provide UBSS with an Instruction on behalf of the Secured Party, and the parties agree and acknowledge that UBSS may accept and follow any Instruction from any individual whom UBSS in good faith and without gross negligence believes to be authorized by the Secured Party to provide such Instruction and, subject to the fulfillment of said obligations of acting in good faith and without gross negligence, UBSS shall not be liable to any party for having honored or allowed any such Instruction. The Pledgor agrees that UBSS shall have no obligation to comply with entitlement orders or other directions originated by the Pledgor or its representatives (including any Investment Adviser).

Section 4. Withdrawals from the Account.

Unless “ACCOUNT WITHDRAWALS PERMITTED?” at the top of this Agreement is marked “YES,” then notwithstanding the provisions of Section 3, UBSS will neither accept nor comply with any entitlement orders or other directions from the Pledgor or its authorized representatives substituting, withdrawing or making a free delivery of any financial assets from the Account nor deliver any such financial assets to the Pledgor nor pay any free credit balance or other amount owing from UBSS to the Pledgor with respect to the Account without the specific prior written consent of the Secured Party; provided that UBSS will take any such action with respect to the Account or the financial assets upon a written instruction of the Secured Party. If “ACCOUNT WITHDRAWALS PERMITTED?” at the top of this Agreement is marked “YES,” unless a Notice of Exclusive Control is in effect, UBSS shall have no responsibility whatsoever to limit, restrict or monitor any withdrawals of transfers of assets from the Account by the Pledgor or to otherwise notify the Secured Party of the depletion of Account assets, even if UBSS knows or believes that as the result of such withdrawals and/or transfers, the number of Shares in the Account is or will be less than is required by the Confirm.

Section 5. Account information.

Pledgor hereby acknowledges that UBSS will send to the Secured Party (at the address set for the below) copies of any activity reports for the Account sent to the Pledgor. In order to receive copies of such activity reports, the Secured Party must provide UBSS with a valid e-mail address and the Secured Party is responsible for notifying UBSS promptly when its email address changes.

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Section 6. Limited Responsibility of UBSS.

Except to the extent that it permits trading or a withdrawal or payment in violation of Sections 3 or 4 or advances margin or other credit to the Pledgor in violation of Section 2, UBSS shall have no responsibility or liability to the Secured Party for making trades of financial assets held in the Account at the direction of the Pledgor or the Pledgor’s authorized representatives, including any Investment Adviser, or for complying with entitlement orders concerning the Account from the Pledgor, or the Pledgor’s authorized representatives, including any Investment Adviser. UBSS shall have no responsibility or liability to the Pledgor for complying with a Notice of Exclusive Control or complying with other Instructions concerning the Account originated by the Secured Party. UBSS shall have no responsibility or liability to the Pledgor or the Secured Party with respect to increases or decreases in the value of the Account or increases or decreases in the market value of any asset held therein. UBSS shall have no duty to investigate or make any determination as to whether the Secured Party is entitled or has been authorized to give any Notice of Exclusive Control or any other Instruction, as to whether the Secured Party has provided a copy thereof to any Investment Adviser, or as to whether a default exists under any agreement between the Pledgor and the Secured Party, and UBSS shall comply with a Notice of Exclusive Control or other Instruction even if it believes that no such default exists. This Agreement does not create any obligation or duty of UBSS other than those expressly set forth herein.

Section 7. Indemnification of UBSS.

The Pledgor hereby agrees to indemnify and hold harmless UBSS, its affiliates and their respective directors, officers, agents and employees, on a current basis as incurred against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including without limitation, any and all court costs and reasonable outside attorneys’ fees, in any way related to or arising out of or in connection with this Agreement or any action taken or not taken pursuant hereto, except to the extent caused by UBSS’ breach of its obligations hereunder or gross negligence. The Secured Party hereby agrees to indemnify and hold harmless UBSS, its affiliates and their respective directors, officers, agents and employees, on a current basis as incurred, against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including, without limitation any and all court costs and reasonable attorneys’ fees, in any way related to or arising out of or in connection with any Instruction originated by the Secured Party or any action taken or not taken in connection thereto, except to the extent caused by UBSS’ breach of its obligations hereunder.

Section 8. Conflicts; Instructions.

In the event of a conflict between the express terms of this Agreement and any other agreement between UBSS and the Pledgor, the terms of this Agreement will prevail. Regardless of any provision in any agreement relating to the law governing the Account, the parties hereto agree that the establishment and maintenance of the Account, and all interests, duties and obligations with respect thereto, shall be governed by the law of the State of New York. The Pledgor and the Secured Party agree and acknowledge that any Instruction given by the Secured Party in connection with the Account is deemed to be an Instruction of the Pledgor.

Section 9. Fees and Expenses.

The Pledgor agrees to pay to UBSS the fees as may be agreed upon from time to time. The Pledgor shall reimburse UBSS for all reasonable costs associated with transfers of Posted Collateral to UBSS and records kept in connection with this Agreement, subject to advance written notice to and approval by the Pledgor. The Pledgor shall also reimburse UBSS for reasonable out-of-pocket expenses which are a normal incident of the services provided hereunder, subject to advance written notice to and approval by the Pledgor.

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Section 10. Termination.

Unless earlier terminated by UBSS pursuant to this section, the obligations of UBSS under Sections 2, 3, 4 and 5 shall continue in effect until the Secured Party has notified UBSS in writing that this Agreement is to be terminated or that the Secured Party’s security interest in the Account has terminated. Upon receipt of such notice, the obligations of UBSS under Sections 2, 3, 4 and 5 with respect to the operation and maintenance of the Account after the receipt of such notice shall terminate, the Secured Party shall have no further right to originate Instructions concerning the Account and any previous Notice of Exclusive Control delivered by the Secured Party shall be deemed to be of no further force and effect. UBSS reserves the right, unilaterally, to terminate this Agreement, such termination to be effective (30) days after written notice thereof is given to the Pledgor and the Secured Party; provided, however, that no such termination by UBSS shall be effective unless all of the financial assets and other property credited to the Account shall have first been transferred to a successor custodian acceptable to the Secured Party and the Pledgor, such acceptance not to be unreasonably withheld or delayed. Upon the termination of this Agreement, all of the obligations of UBSS to the Secured Party under this Agreement shall terminate and UBSS may follow instructions of the Pledgor with respect to the Account and the financial assets.

Section 11. Entire Agreement; Amendments; Authority to Execute.

This Agreement, any schedules or exhibits hereto and the instructions and notices required or permitted to be executed and delivered hereunder set forth the entire agreement of the parties with respect to the subject matter hereof. No amendment, modification or (except as otherwise specified in Section 10) termination of this Agreement, nor any assignment of any rights hereunder (except to the extent contemplated under Section 13), shall be binding on any party hereto unless it is in writing and is signed by each of UBSS, the Secured Party and the Pledgor, and any attempt to so amend, modify, terminate or assign except pursuant to such a writing shall be null and void. No waiver of any rights hereunder shall be binding on any party hereto unless such waiver is in writing and signed by the party against whom enforcement is sought. Each individual executing this Agreement below on behalf of the Secured Party or the Pledgor represents and warrants that he/she is duly authorized to do so on behalf of such entity.

Section 12. Severability.

If any term or provision set forth in this Agreement shall be invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to persons or circumstances, other than those to which it is held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted.

Section 13. Successors.

The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives. The Pledgor may not assign this Agreement without the Secured Party’s prior written consent. UBSS may only assign its rights hereunder or any interest herein (i) with the prior written consent of the Secured Party and the Pledgor or (ii) to any affiliate of UBSS which is a U.S. registered broker-dealer of equal or better credit rating upon prior notice to the Pledgor and execution by such affiliate of its acceptance of the terms of this Agreement.

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Section 14. Notices.

Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or upon receipt of notice sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to that party: in the case of the Secured Party or the Pledgor, at the address set forth on the signature page hereto; and in the case of UBSS, to the following email address: ol-sesgnotifications@ubs.com. Any party may change its address for notices in the manner set forth above.

Section 15. Counterparts and Delivery.

This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic mail with PDF attachment shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 16. Choice of Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the law of the State of New York and the State of New York is UBSS’s jurisdiction for purposes of Articles 8 and 9 of the UCC.

(b) ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY JUDGMENT ENTERED BY ANY COURT WITH RESPECT TO THIS AGREEMENT OR SUCH TRANSACTIONS SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH ACTION OR PROCEEDING AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH ACTION OR PROCEEDING. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

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IN WITNESS WHEREOF, the parties have signed this Agreement, or caused it to be signed on their behalf by their duly authorized representatives, as of June 13, 2016.

[Signature Page to Tracinda Corporation Account Control Agreement]

[Signature Page to Tracinda Corporation Account Control Agreement]

Exhibit 99.3

LIMITED POWER OF ATTORNEY

The undersigned, Anthony L. Mandekic, CEO, President and Secretary/Treasurer of Tracinda Corporation, a Nevada corporation (“Tracinda”), hereby grants a limited power of attorney to Janet S. McCloud as attorney-in-fact of the undersigned for the purpose of executing on my behalf, as an individual and as an officer of Tracinda, any and all filings by the undersigned under the Securities Act of 1933, as amended (including Form 144). and the Securities Exchange Act of 1934, as amended (including Forms 4 and 5 and Schedule 13D), with respect to the securities of MGM Resorts International, a Delaware corporation (the “Company”), registered in the name of Tracinda. This power of attorney is effective upon execution, may be revoked by me in writing at any time, and shall automatically be revoked upon my death, provided any person relying on this power of attorney shall have full rights to accept and rely upon the authority of my attorney-in-fact until in receipt of actual notice of revocation.

Dated: June 7, 2016