MGM Resorts International filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$MGM
Hotels/Resorts
Consumer Discretionary
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
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 21, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers of Security Holders.
(d) On August 21, 2024, the Board of Directors (the “Board”) of MGM Resorts International (the “Company”) increased the number of directors of the Company from eleven to twelve and appointed Keith Barr, as a member of the Board. Mr. Barr was also appointed to serve on the Audit Committee of the Board. Additional Board committee memberships will be determined at a later date.
There is no arrangement or understanding between Mr. Barr and any other persons pursuant to which he was selected to serve as a director of the Company. There are no related party transactions between the Company and Mr. Barr that would require disclosure under Item 404(a) of Regulation S-K. Mr. Barr 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 March 22, 2024 and incorporated herein by reference; provided that the annual retainer to be provided to Mr. Barr, as well as the other independent directors, was increased to $100,000 following the Company’s Annual Meeting on May 1, 2024. In connection with his appointment, Mr. Barr also received a pro-rated grant of restricted stock units with a target value of $161,250. 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 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2017 and incorporated herein by reference. On August 21, 2024, the Company issued a press release regarding the election of Mr. Barr, 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 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
| MGM Resorts International | ||||||||
| Date: August 21, 2024 | By: | /s/ Jessica Cunningham | ||||||
| Name: Jessica Cunningham | ||||||||
| Title: Senior Vice President, Legal Counsel and Assistant Secretary | ||||||||