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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 1, 2024
MGM Resorts International
(Exact name of Registrant as Specified in its Charter)
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| Delaware | 001-10362 | 88-0215232 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(Address of principal executive offices – Zip Code)
Registrant’s Telephone Number, Including Area Code: (702) 693-7120
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock (Par Value $0.01) | | MGM | | New York Stock Exchange | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CRF § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CRF § 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
MGM Resorts International (the “Company”) held its annual meeting of stockholders on May 1, 2024 (the “Annual Meeting”), at which stockholders voted on the matters set forth below.
Proposal 1: To elect a Board of Directors
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| Director | For | Against | Abstain |
| Barry Diller | 167,602,988 | 13,107,147 | 469,126 |
| Alexis M. Herman | 172,429,178 | 8,356,984 | 393,099 |
| William J. Hornbuckle | 178,244,469 | 2,550,749 | 384,043 |
| Mary Chris Jammet | 179,224,565 | 1,574,090 | 380,606 |
| Joey Levin | 167,961,771 | 12,834,317 | 383,173 |
| Rose McKinney-James | 175,301,659 | 5,495,157 | 382,445 |
| Keith A. Meister | 180,306,260 | 485,635 | 387,366 |
| Paul Salem | 178,587,642 | 2,126,126 | 465,493 |
| Jan G. Swartz | 179,427,047 | 1,360,258 | 391,956 |
| Daniel J. Taylor | 171,191,889 | 9,590,877 | 396,495 |
| Ben Winston | 178,697,639 | 2,083,432 | 398,190 |
Broker Non-Votes: 94,990,613 for each of Mr. Diller, Ms. Herman, Mr. Hornbuckle, Ms. Jammet, Mr. Levin, Ms. McKinney-James, Mr. Meister, Mr. Salem, Ms. Swartz, Mr. Taylor and Mr. Winston.
Each of the foregoing directors was elected and received the affirmative vote of a majority of the votes cast at the annual meeting at which a quorum was present.
Proposal 2: To ratify the selection of Deloitte & Touche LLP, as the Independent Registered Public Accounting Firm for the year ending December 31, 2024.
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| FOR | AGAINST | ABSTAIN |
| 264,713,884 | 11,041,540 | 414,450 |
Broker Non-Votes: N/A
The foregoing Proposal 2 was approved.
Proposal 3: To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting.
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| FOR | AGAINST | ABSTAIN |
| 172,579,931 | 7,992,804 | 606,526 |
Broker Non-Votes: 94,990,613
The foregoing Proposal 3 was approved.
Proposal 4: To approve and adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding exculpation of officers.
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| FOR | AGAINST | ABSTAIN |
| 155,326,527 | 25,288,549 | 564,185 |
Broker Non-Votes: 94,990,613
The foregoing Proposal 4 was not approved.
Proposal 5: A stockholder proposal requesting a report to stockholders on risks created by the Company's diversity, equity and inclusion efforts.
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| FOR | AGAINST | ABSTAIN |
| 3,111,232 | 174,580,443 | 3,487,586 |
Broker Non-Votes: 94,990,613
The foregoing Proposal 5 was not approved.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | MGM Resorts International |
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| Date: May 3, 2024 | By: | /s/ Jessica Cunningham |
| | | Name: Jessica Cunningham |
| | | Title: Senior Vice President, Legal Counsel and Assistant Secretary |