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i3600 Las Vegas Boulevard South, iLas
Vegas, iNevadai89109
(Address of principal executive offices – Zip Code)
Registrant’s Telephone Number, Including Area Code: (i702)
i693-7120
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:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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:
Title
of each class
Trading
Symbol(s)
Name of each exchange on which registered
iCommon Stock (Par Value $0.01)
iMGM
New
York Stock Exchange
iNYSE
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 i☐
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
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.
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.
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.
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.
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.
