UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 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):  i October 7, 2022

 

 i MGM RESORTS INTERNATIONAL

(Exact name of registrant as specified in its charter)

 

 

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

 

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

 i (702)  i 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:

 

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
i Common stock (Par Value $0.01)		i MGM		i New York Stock Exchange (NYSE)

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   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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

(a)	Amendment to Bylaws

On October 7, 2022, the Board of Directors of MGM Resorts International (the “Company”) amended and restated the Company’s Bylaws (the “Amended Bylaws”), effective on that date. The amendments (i) conform Article I, Section 6 regarding availability of the list of stockholders entitled to vote at a meeting of stockholders to the requirements of the Delaware General Corporation Law, as recently amended, (ii) change the vote standard to approve certain questions brought before a meeting of stockholders from a majority vote of the stockholders present in person or represented by proxy at the meeting to the affirmative vote of a majority of the votes cast at the meeting by holders of shares entitled to vote thereon, (iii) clarify the process for electing and appointing certain officers of the Company and (iv) make other ministerial and conforming changes.

The foregoing summary of the Amended Bylaws is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the Amended Bylaws, which is attached to this Current Report on Form 8-K as Exhibit 3.1. In addition, a marked copy of the Amended Bylaws showing all changes made to the Company’s prior bylaws is attached to this Current Report on Form 8-K as Exhibit 3.2.

 

Item 9.01

Financial Statements and Exhibits.

 

(a)

Not applicable.

 

(b)

Not applicable.

 

(c)

Not applicable.

 

(d)

Exhibits:

 

Exhibit No.		Description
3.1		Amended and Restated Bylaws, effective October 7, 2022
3.2		Marked Amended and Restated Bylaws, effective October 7, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 11, 2022