0000789570 FALSE 0000789570 2024-08-21 2024-08-21

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): August 21, 2024
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) | (IRS Employer Identification No.)

3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(Address of principal executive offices – Zip Code)
Registrant’s Telephone Number, Including Area Code: (702) 693-7120
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:

☐ | 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock (Par Value $0.01) |  | MGM |  | 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 CRF § 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 5.02 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 | Press Release of the Company dated August 21, 2024.
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