Edgar Filing: MGM Resorts International

MGM Resorts International

Date: May 4, 2018

/s/ Andrew Hagopian III

Name: Andrew Hagopian III

Title: Chief Corporate Counsel and Assistant Secretary

Form 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): May 2, 2018

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))

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 CFR §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 shareholders on May 2, 2018 (the “Annual Meeting”), at which stockholders voted on the matters set forth below.

Proposal 1: To elect a Board of Directors


Director	For		Against		Abstain
Robert H. Baldwin		451,045,920		21,500,977		306,983
William A. Bible		454,291,677		18,078,997		483,206
Mary Chris Gay		452,058,639		20,307,263		487,978
William W. Grounds		452,607,092		19,912,057		334,731
Alexis M. Herman		446,700,236		25,923,981		229,663
Roland Hernandez		442,045,751		30,566,556		241,573
John Kilroy		440,772,559		31,516,383		564,938
Rose McKinney-James		450,251,701		22,022,260		579,919
James J. Murren		439,987,859		32,484,756		381,265
Gregory M. Spierkel		453,688,673		18,672,149		493,058
Jan G. Swartz		454,927,145		17,684,122		242,613
Daniel J. Taylor		450,442,228		22,171,725		239,927

Broker Non-Votes: 34,964,124 for each of Mr. Baldwin, Mr. Bible, Ms. Gay, Mr. Grounds, Ms. Herman, Mr. Hernandez, Mr. Kilroy, Ms. McKinney-James, Mr. Murren, Mr. Spierkel, Ms. Swartz and Mr. Taylor.

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, 2018.


For	Against	Abstain
503,039,376	4,381,890	396,738

Broker Non-Votes: 0

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.


For	Against	Abstain
416,351,786	51,852,138	4,649,956

Broker Non-Votes: 34,964,124

The foregoing Proposal 3 was approved.

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.