MGM Resorts International : 2024 Annual Meeting of Stockholders Proxy

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Edgar Submission

Flags>

Submission Type>DEF 14A

Contact>

Name>Donnelley Financial Solutions

Phone Number>404-350-2000

Filer>

Filer Id>0000789570

Filer Ccc>@6sppqqq

Sros>

Sro Id>NYSE

Period Of Report>05-01-2024

Inv Company>

Notifications>

Internet Notification Address>[e-mail]

Documents>

Document>

Conformed Document Type>DEF 14A

Description>DEF 14A

Document>

Conformed Document Type>EX-101

Description>EX-101

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant È	Filed by a party other than the Registrant '
Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material Under Rule 240.14a-12

MGM Resorts International

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• No fee required.

• Fee paid previously with preliminary materials.
• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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2024

PROXY STATEMENT

ANNUAL NOTICE OF EETING OF STOCKHOLDERS

MAY 1, 2024 AT 10:00 A.M. PT

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LETTER FROM OUR CEO AND PRESIDENT

Dear MGM Resorts International Stockholders:

Your company had another extraordinary year in 2023, in fact this was a full year and fourth quarter that featured all-time Adjusted Property EBITDAR records in Las Vegas and Macau. These outstanding results were a direct reflection of the extraordinary commitment shown by our employees. Their consistent efforts to go above and beyond, creating memorable experiences for our guests, truly set us apart.

Looking back on key moments from the year, in November we successfully ratified a historic 5-year collective bargaining agreement in Las Vegas with the Culinary & Bartenders Unions, which represents more than 25,000 employees. Subsequently, in December we entered into a similar agreement with 3,700 of our union-represented employees at MGM Grand Detroit. Both contracts included significant wage increases, recognizing the vital role our frontline employees play in our financial success.

We also proudly served as a founding host of the inaugural Las Vegas Grand Prix in November. This event generated strong hotel and gaming volumes for our properties, validating its status as one of the premier events on our Las Vegas calendar for years to come.

In another historic milestone for the company, in the summer of 2023, we announced a new long-term agreement with Marriott International that kicked off in early 2024. As part of this agreement, we've created a new MGM Collection with Marriott Bonvoy, allowing more than 190 million Marriott Bonvoy members to book rooms and earn and redeem Marriott Bonvoy points at 16 MGM Resorts' destinations. This agreement will enhance our profitability by driving lower customer acquisition costs with a better mix and higher ADRs and on-property spend.

In Macau, business has swiftly rebounded after three years of pandemic-affected demand. Our market share not only recovered but exceeded expectations. The culmination of this success led to an all-time record Adjusted Property EBITDAR quarter in the fourth quarter and full year for 2023. Looking ahead, our exceptional management team remains laser-focused on driving premium mass business. This involves implementing strategic changes to our casino floors and leveraging the capabilities of our international branch offices to seize opportunistic advantages in the market.

In our digital businesses, BetMGM concluded 2023 with impressive net revenues from operations of approximately $2.0 billion and achieved its goal of reaching positive EBITDA in the second half of the year.

Internationally, the BetMGM brand, platformed by LeoVegas technology, made its debut outside the United States with a successful launch in the United Kingdom in September. Our overarching long-term strategy revolves around expanding into new markets, enhancing our technology platform, and incorporating distinctive content to strengthen our global presence.

Turning to our corporate social responsibility and sustainability initiatives, we stayed the course in 2023, remaining committed to our "Focus on What Matters" strategy. To ensure we remain truly focused on what is most important to our business and our stakeholders, we conducted an extensive double-materiality assessment last year to update the analysis last performed in 2019. With input from company leaders, employees, community stakeholders, and investors, we have identified the highest priority focus areas for MGM Resorts and will update our approach accordingly.

In terms of capital allocation, our strategy remains to invest capital in areas with high financial returns, while maintaining a robust balance sheet with ample liquidity. We bolstered our liquidity in 2023 with the closing of the sale of the operations of Gold Strike Tunica. In terms of capital investments, we prioritize opportunities that yield the highest returns for our stockholders and actively engage in returning capital to them. We are pursuing investment in high-return projects, including our Integrated Resort Development in Japan and our efforts to obtain a commercial gaming license in New York. We also remain firmly committed to returning capital to stockholders in the form of share repurchases. In 2023, we repurchased

54 million shares and have repurchased 174 million shares since the beginning of 2021 for $6.8 billion or over a third of our market capitalization.

The results we achieved in 2023 demonstrate our commitment to our long-term vision at MGM Resorts, which is to be the world's premier gaming entertainment company through the execution of our five strategic priorities: investing in our people and planet; providing unique experiences for our guests by leveraging data-driven customer insights and digital capabilities; innovating our gaming product; delivering operational excellence at every level; and allocating our capital responsibly to yield the highest return for stockholders.

Sincerely,

Bill Hornbuckle

Chief Executive Officer and President

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3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

VIRTUAL ANNUAL MEETING

This year's Annual Meeting will be held exclusively online. You may attend and vote during the Annual Meeting via live audio webcast on the Internet at www.virtualshareholdermeeting.com/MGM2024. While you will not be able to attend the Annual Meeting in person, we ensure that stockholders will be afforded the same rights and opportunities to participate at the virtual meeting as they would at an in-person meeting.

As described in proxy materials for the Annual Meeting, you are entitled to virtually attend the Annual Meeting, vote and submit questions online by visiting www.virtualshareholdermeeting.com/MGM2024. You may also submit questions in advance of the meeting until 8:59 p.m., Pacific Time on April 30, 2024 by going to www.proxyvote.com and logging in with your control number. We will endeavor to answer as many stockholder-submitted questions as time permits that comply with our Annual Meeting Rules of Conduct, which will be made available prior to the Annual Meeting once stockholders are logged in. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. You will need your control number included on your Notice of Internet Availability of Proxy Materials or proxy card (if you receive a printed copy of the proxy materials) in order to be able to submit questions and vote during the Annual Meeting. We encourage you to access the Annual Meeting webcast prior to the start time. Online check-in will begin at 9:45 a.m., Pacific Time, and you should allow ample time for the check-in procedures.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log in page.

ANNUAL MEETING PROPOSALS

1 ELECTION	2 RATIFICATION	3 APPROVAL	4 APPROVAL	5 SHAREHOLDER	OTHER BUSINESS
			AND ADOPTION	PROPOSAL
to elect a Board	to ratify the selection	to approve, on an	to approve and	to consider and vote	to consider the
of Directors	of the independent	advisory basis, the	adopt an	on a shareholder	transaction of any
	registered public	compensation of our	amendment to our	proposal requesting	other business as
	accounting firm for	named executive	Amended and	report to	may properly come
	the year ending	officers	Restated Certificate	shareholders on	before the meeting
	December 31, 2024		of Incorporation to	risks created by the	or any adjournments
			reflect new Delaware	Company's	or postponements
			law provisions	diversity, equity and	thereof
			regarding	inclusion efforts
			exculpation
			of officers

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PROXY VOTING

Stockholders of record at the close of business on March 8, 2024 are entitled to notice of, and to vote at, the Annual Meeting. Stockholders are requested to join the Annual Meeting on time and, with respect to stockholders whose shares are held in "street name" by a broker, you may gain access to the meeting by following the instructions in the voting instruction card provided by your broker, bank or other nominee.

Your vote is important. Please be sure to vote your shares in favor of the Board of Directors' recommendations in time for our May 1, 2024 meeting date.

Your attention is directed to the Proxy Statement accompanying this Notice for a more complete statement of the matters to be considered at the meeting.

Your Board of Directors unanimously recommends that you vote "FOR" each nominee for director listed in Proposal 1, "FOR" Proposals 2, 3 and 4, and "AGAINST" with respect to Proposal 5.

Paul Salem

Chair of the Board

March 22, 2024

PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD OR SUBMIT YOUR PROXY USING THE

INTERNET OR TELEPHONE. Use of the enclosed envelope requires no postage for mailing in the United States.

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TABLE OF CONTENTS

2024 ANNUAL MEETING OF STOCKHOLDERS	1
Your Vote is Important	1
How to Vote - Stockholder of Record	1
Voting Rights and Outstanding Shares	1
Quorum and Votes Required	2
Adjournment	3
How to Revoke or Change Your Vote	3
How the Votes Will be Counted and Who Will
Certify the Results	4
Costs of and Participants in Solicitation	4
Copies of Proxy Materials	4
Delivery to a Single Household to Reduce
Duplicate Mailings	4
Stockholder Outreach	5
CORPORATE GOVERNANCE	6
Corporate Governance Practices at a Glance	6
Corporate Governance Guidelines	6
Code of Conduct	6
Director Independence	7
Director Stock Ownership Guidelines	7
Proxy Access	7
Information Regarding the Board and Board
Committees	8
Human Capital and Compensation Committee
Interlocks and Insider Participation	11
Director Selection Process	11
Board Leadership Structure	13
Director Emeritus Designation	13
Director Continuing Education	13
Risk Management	13
Board Diversity	14
Stockholder and Interested Parties
Communications with Directors	14
Delinquent Section 16(A) Reports	15
Risk Oversight	15
Cybersecurity Risk Management and Oversight	15
Social Impact and Environmental Sustainability	16
DIRECTOR COMPENSATION	23
2023 Director Compensation	23
Independent Director Compensation Structure	24
Independent Director Use of Company Facilities	24

PRINCIPAL STOCKHOLDERS	25
Security Ownership in our Subsidiaries	26
TRANSACTIONS WITH RELATED PERSONS	27
PROPOSALS REQUIRING YOUR VOTE	28
Proposal No. 1 Election of Directors	28
Proposal No. 2 Ratification of Selection of
Independent Registered Public Accounting Firm	40
Audit and Non-Audit Fees	40
Pre-Approval Policies and Procedures	40
Audit Committee Report	41
Proposal No. 3 Advisory Vote to Approve
Executive Compensation	42
Proposal No. 4 Advisory Vote on the Frequency of
Advisory Vote on Executive Compensation	43
Proposal No. 5 Shareholder Proposal - Report to
Shareholders on Risks Created by the Company's
Diversity, Equity and Inclusion Efforts	44
EXECUTIVE COMPENSATION	47
Compensation Discussion and Analysis	47
Executive Summary	47
Compensation Practices at a Glance	50
Executive Compensation Process	50
Objectives of Our Compensation Program	52
Elements of Compensation	53
Other Compensation Matters	62
COMPENSATION TABLES	63
Summary Compensation Table	63
Grants of Plan-Based Awards	64
Outstanding Equity Awards at Fiscal Year-End	65
Option/SAR Exercises and Stock Vested	66
Nonqualified Deferred Compensation	67
Estimated Benefits Upon Termination	67
Employment Agreements	68
CEO PAY RATIO DISCLOSURE	72
PAY VERSUS PERFORMANCE	73
Pay vs. Performance Table	73
NOTICE CONCERNING STOCKHOLDER
PROPOSALS AND NOMINATIONS	77

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this Proxy Statement that are not historical facts are "forward-looking" statements within the meaning of the safe harbor under the Private Securities Litigation Reform Act of 1995 and other related laws. Such statements involve risks and/or uncertainties, including as described in the Company's public filings with the U.S. Securities and Exchange Commission (the "SEC"). MGM Resorts International (the "Company") has based these forward-looking statements on management's current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, the Company's expectations regarding its ability to execute on its strategic plan, return value to stockholders and achieve its social impact and sustainability goals. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include effects of economic conditions and market conditions, including elevated levels of inflation, in the markets in which the Company operates and competition with other destination travel locations throughout the United States and the world, the design, timing and costs of expansion projects, risks relating to international operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions, risks relating to cybersecurity and additional risks and uncertainties described in the Company's annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K reports (including all amendments to those reports). In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise except as required by law.

Historical, current, and forward-looking environmental and social-related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve. Forward- looking and other statements in this document may also address our corporate responsibility and sustainability progress, plans, and goals, and the inclusion of such statements is not an indication that these contents are necessarily material for the purposes of complying with or reporting pursuant to the U.S. federal securities laws and regulations, even if we use the word "material" or "materiality" in this document.

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2024 Annual Meeting of Stockholders

2024 ANNUAL MEETING OF STOCKHOLDERS

The form of proxy accompanying this Proxy Statement and the persons named therein as proxies have been approved by, and this solicitation is made on behalf of, the Board of Directors of MGM Resorts International (the "Board") in connection with the Annual Meeting of Stockholders of MGM Resorts International (the "Annual Meeting") to be held at the following date, time and place, and at any postponements or adjournments thereof:

May 1, 2024

10:00 a.m. Pacific Time Via live audio webcast on the Internet at

www.virtualshareholdermeeting.com/MGM2024

MGM Resorts International, together with its subsidiaries, is referred to herein as the "Company," "we" or "us," unless the context indicates otherwise. Matters to be considered and acted upon at the Annual Meeting are set forth in the Notice of Annual Meeting accompanying this Proxy Statement and are more fully described herein. On or about March 22, 2024, we will mail and/or make available this Proxy Statement and the enclosed proxy to each stockholder entitled to vote at the Annual Meeting. The Annual Meeting will begin promptly at 10:00 a.m. Pacific Time. We encourage you to access the Annual Meeting prior to the start time. Online access will be available beginning at 9:45 a.m. Pacific Time. Our Annual Report to Stockholders for the year ended December 31, 2023 accompanies this Proxy Statement.

This year's Annual Meeting will be held exclusively online. You may attend, vote and submit questions during the Annual Meeting via live audio webcast on the Internet at www.virtualshareholdermeeting.com/MGM2024. You may also submit questions in advance of the meeting until 8:59 p.m., Pacific Time, on April 30, 2024 by going to www.proxyvote.com and logging in with your control number. You will not be able to attend the Annual Meeting in person as there will be no physical meeting location. We expect that in future years we will continue to host a virtual meeting only, which we believe is consistent with our cost reduction efforts to further position your Company for future growth. Furthermore, we believe a virtual meeting will enable increased stockholder attendance and participation since stockholders can participate from any location around the world. Finally, a virtual meeting is consistent with our goal to be an environmental leader and our core belief that a greener business is a better business.

YOUR VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 1, 2024. The Proxy Statement, Proxy Card and Annual Report are available for review online at www.proxyvote.com.

HOW TO VOTE - STOCKHOLDER OF RECORD

VOTING RIGHTS AND OUTSTANDING SHARES

Only record holders of our Common Stock, $0.01 par value per share ("Common Stock"), as of March 8, 2024 will be entitled to vote at the Annual Meeting. Our authorized capital stock currently consists of 1,000,000,000 shares of Common Stock. At the close of business on March 8, 2024, there were 317,015,680 shares of Common Stock outstanding and entitled to vote. Each stockholder of record is entitled to one vote for each share held on that date on all matters that may properly come before the Annual Meeting.

MGM Resorts International 2024 Proxy Statement

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2024 Annual Meeting of Stockholders

You may vote by attending the Annual Meeting virtually, by completing and returning a proxy by mail or by using the internet or telephone. For stockholders who have requested paper copies of our proxy materials, you may submit your proxy by mail by marking your vote on the enclosed proxy card (the "Proxy Card"), then following the mailing instructions on the Proxy Card. To submit your proxy using the internet or by telephone, see the instructions on the Proxy Card and have the Notice of Internet Availability or Proxy Card available when you access the internet website or place your telephone call. You may vote by internet or telephone until 8:59 p.m., Pacific Time, on April 30, 2024.

If you are a stockholder of record and wish to virtually attend the Annual Meeting and vote online by visiting www.virtualshareholdermeeting.com/MGM2024, you may do so. You will need your control number included on your Notice of Internet Availability of Proxy Materials or proxy card (if you receive a printed copy of the proxy materials) in order to be able to vote during the Annual Meeting. If you vote by proxy prior to the Annual Meeting and also virtually attend the annual meeting, there is no need to vote again at the annual meeting unless you wish to change your vote. If you are the beneficial owner of Common Stock held in "street name" by a broker and wish to virtually attend the Annual Meeting and vote online at the Annual Meeting, you must obtain a "legal proxy" from the bank, brokerage or other institution holding your Common Stock giving you the right to vote your shares.

All shares of Common Stock represented by properly submitted proxies will be voted at the Annual Meeting in accordance with the directions on the proxies, unless such proxies have previously been revoked. If you are a stockholder of record and submit a Proxy Card with no voting direction indicated, the shares will be voted as the Board recommends, which is as follows:

PROPOSAL ROADMAP	PAGE	RECOMMENDATION
Proposal No. 1: Election of Directors	28	FOR
FOR the election of each of the nominees to the Board listed in this Proxy Statement and on the
Proxy Card
Proposal No. 2: Ratification of Selection of Independent Registered Public	40	FOR
Accounting Firm
FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered
public accounting firm
Proposal No. 3: Advisory Vote to Approve Executive Compensation	42	FOR
FOR the approval, on an advisory basis, of the compensation of our named executive officers
Proposal No. 4: Approval and Adoption of Amendment to the Company's Certificate	43	FOR
of Incorporation
FOR the approval and adoption of the amendment to reflect new Delaware law provisions
regarding exculpation of officers
Proposal No. 5: Shareholder Proposal	44	AGAINST
AGAINST the shareholder proposal requesting report to shareholders on risks created by the
Company's diversity, equity and inclusion efforts

By returning a signed Proxy Card by mail or by duly submitting a proxy by internet or telephone, you will confer discretionary authority on the named proxies to vote on any other business that properly comes before the meeting or any adjournment or postponement thereof for which discretionary authority is permitted. The persons named on the Proxy Card as proxies or their substitutes will vote or act in their discretion with respect to such other matters. Any such matters shall be determined by a majority vote of the votes cast on the matter.

QUORUM AND VOTES REQUIRED

The presence, in person (including virtually) or represented by proxy, of any number of stockholders together holding at least a majority of the total number of issued and outstanding shares of Common Stock is necessary to constitute a quorum at the meeting. Abstentions and broker non-votes are counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business.

If you are the beneficial owner of shares held in "street name" by a broker, your broker, as the record holder of the shares, must vote those shares in accordance with your instructions. In accordance with the rules of the New York Stock Exchange (the "NYSE"), certain matters submitted to a vote of stockholders are considered by the NYSE to be "routine" items upon which brokerage firms may vote in their discretion on behalf of their customers if such customers have not furnished voting instructions within a specified period prior to the meeting. The ratification of the selection of the

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MGM Resorts International 2024 Proxy Statement