8-K

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): February 6, 2014

MGM RESORTS INTERNATIONAL

(Exact name of registrant as specified in its charter)

DELAWARE	001-10362	88-0215232
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

3600 Las Vegas Boulevard South, Las Vegas, Nevada	89109
(Address of principal executive offices)	(Zip code)

(702) 693-7120

(Registrant’s telephone number, including area code)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(d) On February 6, 2014, the Board of Directors of MGM Resorts International, a Delaware corporation (the “Company”), appointed Mary Chris Gay to serve as a member of the Company’s Board of Directors (the “Board”) until the Company’s next annual meeting or until her successor is elected and qualified. Ms. Gay was also appointed to the audit and compensation committees of the Board. There is no arrangement or understanding between Ms. Gay and any other persons pursuant to which she was selected as a director of the Company. The Company has not been since the beginning of the last fiscal year, and is not currently proposed to be, a participant in any related party transaction with Ms. Gay within the meaning of Item 404(a) of Regulation S-K. Ms. Gay will be entitled to receive the same cash and equity compensation as the other independent directors as described under “Director Compensation” in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “Commission”) on April 30, 2013 and incorporated herein by reference. Ms. Gay also received a grant of restricted stock units with a target value of $70,000, based on the closing price of our common stock on February 6, 2014. The restricted stock units vest on the earlier of the first anniversary of the grant date and the date of the Company’s next annual meeting. The grant was made pursuant to the Form of Restricted Stock Unit Agreement for non-employee directors previously filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 7, 2011 and incorporated herein by reference. On February 6, 2014, the Company issued a press release regarding the election of Ms. Gay, a copy of which is furnished as Exhibit 99.l to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release of the Company dated February 6, 2014.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 7, 2014

MGM Resorts International
By:	/s/ Andrew Hagopian III
	Name: Andrew Hagopian III
	Title: Vice President, Deputy General Counsel & Assistant Corporate Secretary

3

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release of the Company dated February 6, 2014.

4

EX-99.1

Exhibit 99.1

PRESS RELEASE

For Immediate Release

MGM RESORTS ELECTS INVESTMENT EXPERT MARY CHRIS GAY TO BOARD OF DIRECTORS

Prominent portfolio manager oversaw collective funds worldwide

LAS VEGAS, Feb. 6, 2014—MGM Resorts International (NYSE: MGM) has announced that Mary Chris Gay was elected to the Company’s Board of Directors at a meeting held earlier today.

A resident of Maryland, Ms. Gay served as a senior vice president, portfolio manager and equity analyst for more than 24 years at Baltimore-based Legg Mason Global Asset Management, an international asset management firm. Her primary area of research focused on the gaming and lodging industries at a time when Legg Mason Funds took meaningful positions in several companies within the industry groups and was often among the largest investors in the space.

“Mary Chris has solid, well-rounded experience in the world of finance and investment, and she will be a tremendous asset to the MGM Resorts Board,” said Jim Murren, MGM Resorts Chairman of the Board and Chief Executive Officer. “We are very pleased that she has accepted this pivotal role in our Company’s future and in our industry.”

Ms. Gay joined Legg Mason in 1989 to work directly with former Legg Mason Capital Management Chairman and Chief Investment Officer Bill Miller on the firm’s flagship product, the Legg Mason Value Trust. At Legg Mason’s peak in assets, she oversaw the management of $20 billion in client assets.

During her tenure, she also traveled extensively and managed collective funds registered in Ireland, Australia, Canada, France, Hong Kong, Italy, Luxembourg, Switzerland and the UK.

She earned her bachelor’s degree in finance from Towson University and her master’s degree in finance from Loyola University in Maryland. During her undergraduate studies, she spent six months living in London and studied at the University of London and Polytechnic of Central London. She also attended New Mexico’s Santa Fe Institute, a research and education center, and several courses at Harvard Kennedy School’s Executive Education program.

Her election to the Board is pending regulatory approval.

###

About MGM Resorts International

MGM Resorts International (NYSE: MGM) is one of the world’s leading global hospitality companies, operating a portfolio of destination resort brands including Bellagio, MGM Grand, Mandalay Bay and The Mirage. The Company also owns 51% of MGM China Holdings Limited, which owns the MGM Macau resort and casino and is in the process of developing a gaming resort in Cotai, and 50% of CityCenter in Las Vegas, which features ARIA resort and casino. For more information about MGM Resorts International, visit the Company’s website at www.mgmresorts.com.

MGM Resorts International  Ÿ  3600 Las Vegas Boulevard South  Ÿ   Las Vegas, NV 89109  Ÿ   PH: 702.693.7120  Ÿ   FX: 702.693.8626  Ÿ   mgmresorts.com

Statements in this release that are not historical facts are “forward-looking” statements and “safe harbor statements” under the Private Securities Litigation Reform Act of 1995 that involve risks and/or uncertainties, including risks and/or uncertainties as described in the Company’s public filings with the Securities and Exchange Commission.

SOURCE: MGM RESORTS INTERNATIONAL

CONTACTS:
Investment Community	News Media
DANIEL J. D’ARRIGO	CLARK DUMONT
Executive VP and Chief Financial	Senior VP of Corporate Communications
Officer	(702) 891-1868
(702) 693-8895

MGM Resorts International  Ÿ   3600 Las Vegas Boulevard South  Ÿ   Las Vegas, NV 89109  Ÿ PH: 702.693.7120  Ÿ   FX: 702.693.8626  Ÿ   mgmresorts.com