##### Table of Contents

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
☒
Filed by a party other than the Registrant
☐
Check the appropriate box:

☐ |  | Preliminary Proxy Statement
☐ |  | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ |  | Definitive Proxy Statement
☐ |  | Definitive Additional Materials
☐ |  | Soliciting Material Under Rule 240.14a-12

MGM Resorts International
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

☒ |  | No fee required.
☐ |  | Fee paid previously with preliminary materials.
☐ |  | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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LETTER FROM OUR CEO AND PRESIDENT

Dear MGM Resorts International Stockholders:

Your company had another exceptional year of record results, delivering our best year ever for consolidated net revenues. The company also generated all-time high record annual domestic slot win, hotel revenue, and F&B revenue, as well as record annual Segment Adjusted EBITDAR for MGM China. This outcome is only possible because of the culture our employees have built around SHOW and saying Yes to our guests. Our commitment and dedication to guest centricity is reflected in our Net Promoter Scores, which set an all-time record for our Gold+ customers in the fourth quarter of 2024. I can’t say enough great things about our people at MGM who drive these great results day-in and day-out.

While there were numerous highlights that took place during the year, a few stood out:

| • |  | The continued evolution of Las Vegas as the sports and entertainment capital of the world was further evidenced as the city played host to Super Bowl LVIII for the first-time ever at Allegiant Stadium. We took advantage of the game’s proximity to our premiere resorts by posting some of the top room revenue days ever and near-record event gaming volumes.

| • |  | The Las Vegas Grand Prix returned after a successful inaugural year, and once again brought significant economics to MGM during what has historically been one of the slowest weekends of the year.

| • |  | We officially launched our relationship with Marriott, allowing over 200 million Marriott Bonvoy members to seamlessly book rooms, and earn and redeem Marriott Bonvoy points at 17 of MGM Resorts’ destinations, including the newly branded W Las Vegas. The collaboration has exceeded expectations after its first year, bringing a new customer base that is driving higher room rates and spending more on property, all at lower acquisition costs.

| • |  | Our best-in-class regional properties play an important role in the Marriott relationship and remain a steady source of free cash flow for the company.

| • |  | In Macau, we achieved the best-ever full year Segment Adjusted EBITDAR in the history of MGM China. Strong execution drove market share to over 16% by year end, and we are confident in our ability to sustain share around those levels. We also debuted Macau2049, our first residency show, at MGM Cotai, and the Poly Art Museum at MGM Macau. These eagerly anticipated experiences are both important steps to drive non-gaming revenues and visitation to Macau.

| • |  | BetMGM drove over $2 billion in top line for the year, with accelerated revenue growth exhibited in the second half of the year relative to the first half. We anticipate positive EBITDA in 2025, positioning the venture to generate $500 million in annual EBITDA in the future.

| • |  | With MGM Digital’s expected acquisition spending now complete, the primary focus is twofold: integrating the pieces of our technology stack, which allow us to compete anywhere in the world, and launching in new markets. We are seeing encouraging revenue growth trends in new markets to date and are excited for our recent launch and early progress in Brazil, a $7 billion market opportunity.

Our capital allocation strategy remains guided by opportunities to invest capital with high financial returns, while maintaining a robust balance sheet with ample liquidity. We continue to make progress toward an Integrated Resort Development in Japan and in obtaining a commercial gaming license in New York. We also remain firmly committed to returning capital to stockholders in the form of share repurchases. In 2024, we repurchased 33 million shares and have reduced shares outstanding by more than 40% since 2021.

While the physical portfolio continues to power the company forward, it will soon be boosted by contributions from our digital assets as those investments materialize in the coming years. We are proud of all we have achieved in 2024, but even more inspired by what is achievable in 2025.

Sincerely,

Bill Hornbuckle

Chief Executive Officer and President

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3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

VIRTUAL ANNUAL MEETING

This year’s Annual Meeting will be held exclusively online. You may attend and vote during the Annual Meeting via live audio webcast on the Internet at www.virtualshareholdermeeting.com/MGM2025. While you will not be able to attend the Annual Meeting in person, holding the meeting online enables increased stockholder attendance since stockholders can participate from any location around the world.

As described in proxy materials for the Annual Meeting, you are entitled to virtually attend the Annual Meeting, vote and submit questions online by visiting www.virtualshareholdermeeting.com/MGM2025. You may submit questions in advance of the meeting until 8:59 p.m., Pacific Time on May 6, 2025 by going to www.proxyvote.com and logging in with your control number. During the meeting, we will endeavor to answer as many questions submitted by stockholders in advance of the meeting as time permits if the questions comply with our Annual Meeting Rules of Conduct, which will be made available prior to the Annual Meeting once stockholders are logged in. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. You will need your control number included on your Notice of Internet Availability of Proxy Materials or Proxy Card (if you receive a printed copy of the proxy materials) in order to be able to vote during the Annual Meeting. We encourage you to access the Annual Meeting webcast prior to the start time. Online check-in will begin at 9:45 a.m., Pacific Time, and you should allow ample time for the check-in procedures.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log in page.

ANNUAL MEETING PROPOSALS

1 ELECTION |  | 2 RATIFICATION |  | 3 APPROVAL |  | OTHER BUSINESS
to elect directors to the Board of Directors |  | to ratify the selection of the independent registered public accounting firm for the year ending December 31, 2025 |  | to approve, on an advisory basis, the compensation of our named executive officers |  | to consider the transaction of any other business as may properly come before the meeting or any adjournments or postponements thereof

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PROXY VOTING

Stockholders of record at the close of business on March 14, 2025 are entitled to notice of, and to vote at, the Annual Meeting. Stockholders are requested to join the Annual Meeting on time and, with respect to stockholders whose shares are held in “street name” by a broker, you may gain access to the meeting by following the instructions in the voting instruction card provided by your broker, bank or other nominee.

Your vote is important. Please be sure to vote your shares in favor of the Board of Directors’ recommendations in time for our May 7, 2025 meeting date.

Your attention is directed to the Proxy Statement accompanying this Notice for a more complete statement of the matters to be considered at the meeting.

Your Board of Directors unanimously recommends that you vote “FOR” each nominee for director listed in Proposal 1, and “FOR” Proposals 2 and 3.

Paul Salem

Chair of the Board

March 28, 2025

PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD OR SUBMIT YOUR PROXY USING THE INTERNET OR TELEPHONE. Use of the enclosed envelope requires no postage for mailing in the United States.

##### Table of Contents

2025 ANNUAL MEETING OF STOCKHOLDERS |  |  | 1 |
Your Vote is Important |  |  | 1 |
How to Vote – Stockholder of Record |  |  | 1 |
Voting Rights and Outstanding Shares |  |  | 1 |
Quorum and Votes Required |  |  | 2 |
Adjournment |  |  | 3 |
How to Revoke or Change Your Vote |  |  | 3 |
How the Votes Will be Counted and Who Will Certify the Results |  |  | 3 |
Costs of and Participants in Solicitation |  |  | 3 |
Copies of Proxy Materials |  |  | 4 |
Delivery to a Single Household to Reduce Duplicate Mailings |  |  | 4 |
Stockholder Outreach |  |  | 4 |
CORPORATE GOVERNANCE |  |  | 6 |
Corporate Governance Practices at a Glance |  |  | 6 |
Corporate Governance Guidelines |  |  | 6 |
Code of Conduct |  |  | 6 |
Director Independence |  |  | 6 |
Director Stock Ownership Guidelines |  |  | 7 |
Proxy Access |  |  | 7 |
Information Regarding the Board and Board Committees |  |  | 7 |
Human Capital and Compensation Committee Interlocks and Insider Participation |  |  | 11 |
Director Selection Process |  |  | 11 |
Board Leadership Structure |  |  | 13 |
Director Emeritus Designation |  |  | 13 |
Director Continuing Education |  |  | 13 |
Director Time Commitments |  |  | 13 |
Board Diversity |  |  | 14 |
Stockholder and Interested Parties Communications with Directors |  |  | 14 |
Delinquent Section 16(A) Reports |  |  | 14 |
Inside Trading Policy and Procedures |  |  | 15 |
Board Oversight of Risk |  |  | 16 |
Cybersecurity Risk Management and Oversight |  |  | 16 |
Social Impact and Sustainability |  |  | 17 |

DIRECTOR COMPENSATION |  |  | 19 |
2024 Director Compensation |  |  | 19 |
Independent Director Compensation Structure |  |  | 20 |
Independent Director Use of Company Facilities |  |  | 20 |
PRINCIPAL STOCKHOLDERS |  |  | 21 |
Security Ownership in our Subsidiaries |  |  | 22 |
TRANSACTIONS WITH RELATED PERSONS |  |  | 23 |
PROPOSALS REQUIRING YOUR VOTE |  |  | 24 |
Proposal No. 1 Election of Directors |  |  | 24 |
Proposal No. 2 Ratification of Selection of Independent Registered Public Accounting Firm |  |  | 37 |
Audit and Non-Audit Fees |  |  | 37 |
Pre-Approval Policies and Procedures |  |  | 37 |
Audit Committee Report |  |  | 37 |
Proposal No. 3 Advisory Vote to Approve Executive Compensation |  |  | 39 |
EXECUTIVE COMPENSATION |  |  | 40 |
Compensation Discussion and Analysis |  |  | 40 |
Executive Summary |  |  | 40 |
Compensation Practices at a Glance |  |  | 43 |
Executive Compensation Process |  |  | 43 |
Objectives of Our Compensation Program |  |  | 45 |
Elements of Compensation |  |  | 46 |
Other Compensation Matters |  |  | 55 |
COMPENSATION TABLES |  |  | 56 |
Summary Compensation Table |  |  | 56 |
Grants of Plan-Based Awards |  |  | 57 |
Outstanding Equity Awards at Fiscal Year-End |  |  | 58 |
Option/SAR Exercises and Stock Vested |  |  | 60 |
Nonqualified Deferred Compensation |  |  | 60 |
Estimated Benefits Upon Termination |  |  | 60 |
CEO PAY RATIO DISCLOSURE |  |  | 65 |
PAY VERSUS PERFORMANCE |  |  | 66 |
Pay vs. Performance Table |  |  | 66 |
NOTICE CONCERNING STOCKHOLDER PROPOSALS AND NOMINATIONS |  |  | 70 |

##### Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this Proxy Statement that are not historical facts are “forward-looking” statements within the meaning of the safe harbor under the Private Securities Litigation Reform Act of 1995 and other related laws. Such statements involve risks and/or uncertainties, including as described in the Company’s public filings with the U.S. Securities and Exchange Commission (the “SEC”). MGM Resorts International (the “Company”) has based these forward-looking statements on management’s current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, the Company’s expectations regarding its ability to execute on its strategic plan, return value to stockholders and achieve its social impact and sustainability goals. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include effects of economic conditions and market conditions, including elevated levels of inflation, in the markets in which the Company operates and competition with other destination travel locations throughout the United States and the world, the design, timing and costs of expansion projects, risks relating to international operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions, risks relating to cybersecurity and additional risks and uncertainties described in the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K reports (including all amendments to those reports). In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise except as required by law. Historical, current, and forward-looking environmental and social-related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve. Forward-looking and other statements in this document or referenced from this document may also address our corporate responsibility and sustainability progress, plans, and goals. The inclusion of, or reference to, such statements is not an indication that they are necessarily material for the purposes of complying with or reporting pursuant to the U.S. federal securities laws and regulations, even if we use the word “material” or “materiality” in this document. Moreover, the information on or accessible through our website and our other reports discussed herein are not part of or incorporated by reference into this Proxy Statement.

##### Table of Contents

2025 Annual Meeting of Stockholders

2025 ANNUAL MEETING OF STOCKHOLDERS

The form of proxy accompanying this Proxy Statement and the persons named therein as proxies have been approved by, and this solicitation is made on behalf of, the Board of Directors of MGM Resorts International (the “Board”) in connection with the Annual Meeting of Stockholders of MGM Resorts International (the “Annual Meeting”) to be held at the following date, time and place, and at any postponements or adjournments thereof:

May 7, 2025

10:00 a.m. Pacific Time

Via live audio webcast

on the Internet at

www.virtualshareholdermeeting.com/MGM2025

MGM Resorts International, together with its subsidiaries, is referred to herein as the “Company,” “we” or “us,” unless the context indicates otherwise. Matters to be considered and acted upon at the Annual Meeting are set forth in the Notice of Annual Meeting accompanying this Proxy Statement and are more fully described herein. On or about March 28, 2025, we will mail and/or make available this Proxy Statement and the enclosed proxy to each stockholder entitled to vote at the Annual Meeting. The Annual Meeting will begin promptly at 10:00 a.m. Pacific Time. We encourage you to access the Annual Meeting prior to the start time. Online access will be available beginning at 9:45 a.m. Pacific Time. Our Annual Report to Stockholders for the year ended December 31, 2024 accompanies this Proxy Statement.

This year’s Annual Meeting will be held exclusively online. You may attend and vote during the Annual Meeting via live audio webcast on the Internet at www.virtualshareholdermeeting.com/MGM2025. You may submit questions in advance of the meeting until 8:59 p.m., Pacific Time, on May 6, 2025 by going to www.proxyvote.com and logging in with your control number. You will not be able to attend the Annual Meeting in person as there will be no physical meeting location. We expect that in future years we will continue to host a virtual meeting only, which we believe is consistent with our cost reduction efforts to further position your Company for future growth. Furthermore, we believe a virtual meeting will enable increased stockholder attendance and participation since stockholders can participate from any location around the world.

YOUR VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 7, 2025. The Proxy Statement, Proxy Card and Annual Report are available for review online at www.proxyvote.com.

HOW TO VOTE—STOCKHOLDER OF RECORD

VOTING RIGHTS AND OUTSTANDING SHARES

Only record holders of our Common Stock, $0.01 par value per share (“Common Stock”), as of March 14, 2025 will be entitled to vote at the Annual Meeting. At the close of business on March 14, 2025, there were 282,950,593 shares of Common Stock outstanding and entitled to vote. Each stockholder of record is entitled to one vote for each share of Common Stock held on that date on all matters that may properly come before the Annual Meeting.

You may vote by attending the Annual Meeting virtually, by completing and returning a proxy by mail or by using the internet or telephone. For stockholders who have requested paper copies of our proxy materials, you may submit your proxy by mail by marking your vote on the Company’s enclosed proxy card (the “Proxy Card”), then following the mailing instructions on the Proxy Card. To submit your proxy using the internet or by telephone, see the instructions on the Proxy

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Card and have the Notice of Internet Availability or Proxy Card available when you access the internet website or place your telephone call. You may vote by internet or telephone until 8:59 p.m., Pacific Time, on May 6, 2025.

If you are a stockholder of record and wish to virtually attend the Annual Meeting and vote online by visiting www.virtualshareholdermeeting.com/MGM2025, you may do so. You will need your control number included on your Notice of Internet Availability of Proxy Materials or proxy card (if you receive a printed copy of the proxy materials) in order to be able to vote during the Annual Meeting. If you vote by proxy prior to the Annual Meeting and also virtually attend the annual meeting, there is no need to vote again at the annual meeting unless you wish to change your vote. If you are the beneficial owner of Common Stock held in “street name” by a broker and wish to virtually attend the Annual Meeting and vote online at the Annual Meeting, you must obtain a “legal proxy” from the bank, brokerage or other institution holding your Common Stock giving you the right to vote your shares.

All shares of Common Stock represented by properly submitted proxies will be voted at the Annual Meeting in accordance with the directions on the proxies, unless such proxies have previously been revoked. If you are a stockholder of record and submit a Proxy Card with no voting direction indicated, the shares will be voted as the Board recommends, which is as follows:

PROPOSAL ROADMAP |  | PAGE |  | RECOMMENDATION
Proposal No. 1: Election of Directors FOR the election of each of the nominees to the Board listed in this Proxy Statement and on the Proxy Card |  | 24 |  | FOR
Proposal No. 2: Ratification of Selection of Independent Registered Public Accounting Firm FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm |  | 37 |  | FOR
Proposal No. 3: Advisory Vote to Approve Executive Compensation FOR the approval, on an advisory basis, of the compensation of our named executive officers |  | 39 |  | FOR

By returning a signed Proxy Card by mail or by duly submitting a proxy by internet or telephone, you will confer discretionary authority on the named proxies to vote on any other business that properly comes before the meeting or any adjournment or postponement thereof for which discretionary authority is permitted. The persons named on the Proxy Card as proxies or their substitutes will vote or act in their discretion with respect to such other matters. Any such matters shall be determined by a majority vote of the votes cast on the matter.

QUORUM AND VOTES REQUIRED

The presence, in person (including virtually) or represented by proxy, of any number of stockholders together holding at least a majority of the total number of issued and outstanding shares of Common Stock is necessary to constitute a quorum at the meeting. Abstentions and broker non-votes are counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business.

If you are the beneficial owner of shares held in “street name” by a broker, your broker, as the record holder of the shares, must vote those shares in accordance with your instructions. In accordance with the rules of the New York Stock Exchange (the “NYSE”), certain matters submitted to a vote of stockholders are considered by the NYSE to be “routine” items upon which brokerage firms may vote in their discretion on behalf of their customers if such customers have not furnished voting instructions within a specified period prior to the meeting. The ratification of the selection of the independent registered public accounting firm as our independent auditor for 2025 is considered a routine matter for which brokerage firms may vote shares for which they have not received instructions. The remaining matters to be voted on are considered to be “non-routine,” and brokerage firms that have not received instructions from their customers do not have discretion to vote on these matters.

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The below table summarizes the voting requirements to elect directors and to approve each of the proposals in this Proxy Statement:

PROPOSAL |  | VOTE REQUIRED |  | BROKER DISCRETIONARY VOTING ALLOWED
1. Election of directors |  | Majority of votes cast |  | No
2. Ratification of selection of independent registered public accounting firm |  | Majority of votes cast |  | Yes
3. Advisory vote to approve executive compensation |  | Majority of votes cast |  | No

Each director shall be elected by a majority of votes cast to hold office until the next annual meeting, unless the election is contested, in which case, directors shall be elected by a plurality of votes cast. Any current director who does not receive a majority of the votes cast in an uncontested election is subject to the Board’s policy regarding resignations, which is set forth in our Corporate Governance Guidelines (as described below). An election shall be contested if, as determined by the Board, the number of nominees exceeds the number of directors to be elected. A majority of votes cast means that the number of votes properly cast “for” a director nominee exceeds the number of votes properly cast “against” such director nominee.

With respect to Proposal 1, neither a vote to “ABSTAIN” nor a broker non-vote, although counted for purposes of determining a quorum, counts as a vote cast or as a vote “against” and therefore will have no effect with respect to the election of directors.

With respect to Proposals 2 and 3, a properly executed proxy marked “ABSTAIN,” although counted for purposes of determining whether there is a quorum, will not be voted “for” or “against”, and, accordingly, an abstention will have no effect on any of these proposals.

Proposal 2 is considered a “routine” matter, for which brokers, banks and other nominees may vote shares for which they have not received instructions. Proposals 1 and 3 are considered “non-routine” matters, for which brokerage firms that have not received instructions from their customers do not have discretion to vote on these matters. There will not be any broker non-votes on Proposal 2 and broker non-votes will have no effect on the outcome of Proposals 1 and 3.

ADJOURNMENT

In accordance with the Company’s Amended and Restated Bylaws, the Chair of the Annual Meeting (or his designee) has the right and authority to convene and (for any or no reason) to recess and/or adjourn the Annual Meeting. For more detail regarding adjournment procedures and the conduct of the Company’s stockholder meetings generally, please see the Company’s Amended and Restated Bylaws.

HOW TO REVOKE OR CHANGE YOUR VOTE

Any proxy may be changed or revoked at any time prior to the Annual Meeting by submitting a new proxy with a later date, by a later telephone or internet vote (subject to the telephone or internet voting deadline), by voting virtually at the Annual Meeting or by submitting a revocation in writing. Written revocations must be directed to: Corporate Secretary, MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109; and they must be received by the Corporate Secretary no later than 5:00 p.m., Pacific Time, on May 6, 2025.

HOW THE VOTES WILL BE COUNTED AND WHO WILL CERTIFY THE RESULTS

A representative of Broadridge Financial Solutions, Inc. (“Broadridge”) will act as the independent inspector of elections to count the votes, determine whether a quorum is present, evaluate the validity of proxies and ballots, and certify the results. The final voting results will be reported by us on a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

COSTS OF AND PARTICIPANTS IN SOLICITATION

Your proxy is being solicited by the Board on behalf of the Company and, as such, we will pay the costs of soliciting proxies. Proxies may be solicited on behalf of the Company by our directors, officers, employees or agents in person or by

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mail, internet (including by email, the use of our investor relations website and other online channels of communication), telephone, facsimile, town hall meetings, personal interviews, press releases, press interviews, advertisements and investor presentations. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries, upon request, for their reasonable expenses incurred in sending proxies and proxy materials to beneficial owners of our Common Stock. We have not retained an outside proxy solicitation firm to assist us with the solicitation of proxies.

COPIES OF PROXY MATERIALS

As permitted by the SEC, we are furnishing to stockholders our Notice of Annual Meeting, Proxy Statement, Proxy Card and Annual Report primarily over the internet. On or about March 28, 2025, we will mail to each of our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials via the internet, and how to access the Proxy Card to vote on the internet or by telephone. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the notice, then you will not receive a paper copy of the proxy materials unless you request one.

Stockholders of Record. If your shares are registered in your own name, you may request paper copies of the proxy materials by following the instructions contained in the notice. Stockholders who have already made a permanent election to receive paper copies of the proxy materials will receive a full set of the proxy documents in the mail.

Beneficial Stockholders. If your shares are not registered in your name, you should receive written instructions on how to request paper copies of the proxy materials from your bank or broker. We recommend that you contact your bank or broker if you do not receive these instructions. As the beneficial owner, you have the right to direct your bank, broker or other holder of record how to vote your shares in accordance with the voting instructions you received.

DELIVERY TO A SINGLE HOUSEHOLD TO REDUCE DUPLICATE MAILINGS

Many stockholders hold shares of Common Stock in multiple accounts, which may result in duplicate mailings of the Notice of Internet Availability (or proxy materials) to stockholders who share the same address. Stockholders can avoid receiving duplicate mailings and save us the cost of producing and mailing duplicate documents as follows:

Stockholders of Record. If your shares are registered in your own name and you are interested in consenting to the delivery of a single Notice of Internet Availability (or copy of proxy materials other than proxy cards), go directly to the website at www.proxyvote.com and follow the instructions therein.

Beneficial Stockholders. If your shares are not registered in your own name, your broker, bank, trust or other nominee that holds your shares may have asked you to consent to the delivery of a single Notice of Internet Availability (or copy of proxy materials other than proxy cards) if there are other stockholders who share an address with you. If you currently receive more than one copy of proxy materials at your household and would like to receive only one copy in the future, you should contact your nominee.

Right to Request Separate Copies. If you consent to the delivery of a single Notice of Internet Availability (or copy of proxy materials other than proxy cards) but later decide that you would prefer to receive a separate Notice of Internet Availability (or copy of proxy materials) for each account at your address, then please notify us at the following address: Corporate Secretary, MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: Stockholder Communications, or your nominee, as applicable, and we or your nominee will promptly deliver such additional proxy materials. If you wish to receive a separate copy of the proxy materials for each account at your address in the future, you may contact Broadridge by calling toll-free 1-866-540-7095 or by writing to Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood NY, 11717.

STOCKHOLDER OUTREACH

We understand the importance of assessing our corporate governance and executive compensation practices regularly. Fiscal year 2024 marked another year that members of senior management, together with the Chair of the Nominating and Corporate Governance Committee, who also serves as a member of the Human Capital and Compensation Committee and the Audit Committee, engaged in stockholder outreach activities, with a particular focus on gaining feedback related to governance topics, including executive compensation. Following the annual meeting in 2024, we extended a meeting invitation to nine of our top stockholders which collectively totaled approximately 21% of our stockholder base as of March 14, 2025. The Nominating and Corporate Governance Committee Chair, together with certain members of management, met with those stockholders who accepted our invitation to discuss a wide range of topics, including

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executive compensation and corporate governance practices. In addition to meeting with the stockholders described above, two of our largest stockholders, holding together approximately 25% of our shares as of March 14, 2025, are represented on the Board and in this capacity are fully informed of, and have the opportunity to engage in, discussions regarding corporate governance matters, including executive compensation.

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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE PRACTICES AT A GLANCE

✓ |  | Robust Director Nominee Selection Process |  | ✓ |  | Stockholder Ability to Act by Written Consent
✓ |  | Significant Board Engagement on Long-Term Growth Through Strategy and Capital Deployment |  | ✓ |  | Periodic Committee Refreshment and Committee Chair Succession
✓ |  | Annual Election of Directors with Majority Voting Standard |  | ✓ |  | Strong and Effective Board Oversight of Risks, Financial Reporting, Compliance Programs and Compensation Practices
✓ |  | Annual Board and Committee Self-Evaluations |  | ✓ |  | Anti-Hedging and Anti-Pledging Policies
✓ |  | Board Orientation and Continuing Education Program |  | ✓ |  | Executive and Director Stock Ownership Guidelines
✓ |  | Codes of Conduct for Directors and Employees |  | ✓ |  | Proxy Access Right
✓ |  | Separate Chair and Chief Executive Officer Roles |  | ✓ |  | Annual “Say on Pay” Advisory Vote

CORPORATE GOVERNANCE GUIDELINES

The Board has adopted Corporate Governance Guidelines setting forth the general principles governing the conduct of our business and the role, functions, duties and responsibilities of the Board, including, but not limited to, such matters as (i) Board composition and membership criteria, (ii) compensation, (iii) director orientation and continuing education, (iv) Board committees, (v) Board leadership, (vi) director access to officers, employees and independent advisors, (vii) management succession, (viii) annual performance evaluations of the Board and its committees and (ix) conflicts of interest and recusal. We believe that these guidelines are in compliance with the applicable listing standards adopted by the NYSE. The Corporate Governance Guidelines are posted and maintained on our website at investors.mgmresorts.com/investors/governance/governance-documents under the caption “Corporate Governance Guidelines.”

CODE OF CONDUCT

The Board has adopted a Code of Business Conduct and Ethics and Conflict of Interest Policy (the “Code of Conduct”) that applies to all of our directors, officers, and employees, including our chief executive officer, chief financial officer and chief accounting officer. The Code of Conduct also applies to all applicable contractors and other agents performing services for or conducting work on our behalf. The Code of Conduct establishes policies and procedures that the Board believes promote integrity, compliance with the law and personal accountability. The Code of Conduct is posted on our website at investors.mgmresorts.com/investors/governance/governance-documents under the caption “Code of Business Conduct and Ethics and Conflict of Interest Policy.” We intend to provide a summary of any material amendments and waivers to the Code of Conduct required to be disclosed under SEC rules at the same website location under the general heading “Governance Documents.” The Code of Conduct is made available to all of our employees in various formats. It is specifically provided to new directors, officers and key employees and is covered annually with all of our directors, officers and key employees, each of whom is required to acknowledge his or her understanding of the Code of Conduct and agree to adhere to the principles contained therein. Additionally, we will provide a copy of the Code of Conduct, free of charge, to any stockholder who requests it in writing to: Corporate Secretary, MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: Stockholder Communications.

DIRECTOR INDEPENDENCE

For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationships with the Company. The Board has established guidelines to assist in determining director independence, which meet and, in some respects, exceed the independence requirements established by the NYSE’s listing standards. Using these guidelines, which are set forth in Section II of our Corporate Governance Guidelines, and considering information provided by each director and all facts and circumstances the Board deemed relevant, the Board has determined that Mr. Barr, Mr. Diller, Ms. Herman, Ms. Jammet, Ms. Langley, Mr. Levin, Ms. McKinney-James,

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Mr. Meister, Mr. Salem, Ms. Swartz, Mr. Taylor, and Mr. Winston who constitute greater than a majority of the Board, are independent under the rules of the NYSE. In consultation with outside counsel, the Board considered (i) Mr. Diller’s position with Expedia Group, Inc. and the Company’s arms-length business relationship with Care.com, an IAC subsidiary, in connection with its determination that Mr. Diller and Mr. Levin were independent under the rules of the NYSE and (ii) Ms. Swartz’s position with Carnival Corporation (“Carnival”) and the Company’s arms-length business relationship with Carnival in connection with its determination that Ms. Swartz is independent under the rules of the NYSE.

All members of the Audit Committee, Human Capital and Compensation Committee and Nominating/Corporate Governance Committee must be independent directors, as defined in the Corporate Governance Guidelines. For the purposes of determining whether a director who is a member of the Audit Committee is independent, the Board applies additional independence standards, including those of the SEC set forth in Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the corporate governance rules of the NYSE applicable to audit committee composition. The Board also applies additional independence standards as set forth in the corporate governance rules of the NYSE for the purposes of determining if a director who is a member of the Human Capital and Compensation Committee is independent. The Board has determined that all members of the Audit Committee, Human Capital and Compensation Committee and Nominating/Corporate Governance Committee are independent and satisfy the relevant Company, NYSE, and SEC additional requirements for the members of such committees.

DIRECTOR STOCK OWNERSHIP GUIDELINES

We recognize the importance of aligning our Board’s interests with those of our stockholders. As a result, the Board maintains stock ownership guidelines for all of our directors that receive compensation from the Company. Under these guidelines, each director is expected to accumulate, by December 31 of the fifth year following the year he or she becomes a director, Company stock having a fair market value equal to five times such director’s annual base cash retainer from time to time. For purposes of these guidelines, shares held in trust or retirement accounts and restricted stock units (“RSUs”) count toward the ownership guidelines. Each director is expected to retain 50% of the net after-tax shares received upon vesting and exercise of equity incentive awards granted until the guidelines are satisfied. In 2012, we adopted a deferred compensation plan for non-employee directors pursuant to which directors may elect to accumulate RSUs earned as equity compensation on a tax-deferred basis, in which case the pre-tax number of shares count toward the ownership guidelines. As of December 31, 2024, all directors serving as of such date were in compliance with these guidelines or on track to comply with these guidelines within the specified time period. The Board also maintains stock ownership guidelines for executive officers, which are described in “Compensation Discussion and Analysis—Executive Summary.”

PROXY ACCESS

Our Amended and Restated Bylaws include “proxy access,” a means for the Company’s stockholders to include stockholder-nominated director candidates in the Company’s proxy materials for annual meetings of stockholders. Proxy access was first made available to stockholders for the Company’s 2016 annual meeting of stockholders. A stockholder, or a group of not more than 20 stockholders (collectively, an “eligible stockholder”), meeting specified eligibility requirements, is generally permitted to include up to two director nominees or, if greater than two, 20% of the number of directors in office as of the last day a notice for nomination may be timely received in the Company’s proxy materials for annual meetings of its stockholders. In order to be eligible to use the proxy access process, an eligible stockholder must, among other requirements, have owned 3% or more of the Company’s outstanding Common Stock continuously for at least three years. Additionally, stockholder nominees must be independent and meet specified criteria. Stockholders will not be entitled to utilize the proxy access process for an annual meeting of stockholders if the Company receives notice through its advance notice bylaw provision that a stockholder intends to nominate a director at such meeting. Use of the proxy access process to submit stockholder nominees is subject to additional eligibility, procedural and disclosure requirements set forth in Section 12 of the Amended and Restated Bylaws.

INFORMATION REGARDING THE BOARD AND BOARD COMMITTEES

As of December 31, 2024, the Board consisted of twelve directors. In 2024, the Board met five times and had five Committees: the Audit Committee, the Human Capital and Compensation Committee, the Nominating/Corporate Governance Committee, the Corporate Social Responsibility and Sustainability Committee, and the Finance Committee. On March 12, 2025, the Board increased its size to thirteen directors and appointed Donna Langley to serve on the Board.

Each director attended at least 75% of the total of all meetings of the Board and all committees on which the director served (in each case held during the period that such director served). Directors are expected to attend each annual meeting of stockholders, either virtually or telephonically. Ten of the eleven then current directors attended last year’s virtual annual meeting.

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The table below provides membership as of December 31, 2024 and meeting information for each of the Board Committees in 2024.

COMMITTEE MEMBERSHIP (as of 12/31/24) |  | AUDIT |  | HUMAN CAPITAL & COMPENSATION |  | NOMINATING/ CORPORATE GOVERNANCE |  | CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY |  | FINANCE
PAUL SALEM « |  | l |  |  |  |  |  |  |  | l
KEITH BARR |  | l |  |  |  |  |  |  |  |
BARRY DILLER |  |  |  |  |  |  |  |  |  | l
ALEXIS M. HERMAN |  |  |  | l |  | l |  | l |  |
WILLIAM J.  HORNBUCKLE |  |  |  |  |  |  |  |  |  |
JOEY LEVIN |  |  |  |  |  |  |  |  |  | l
ROSE MCKINNEY- JAMES |  |  |  | l |  |  |  | l |  |
MARY CHRIS JAMMET |  | l |  | l |  |  |  | l |  |
KEITH A. MEISTER |  | l |  |  |  |  |  |  |  | l
JAN SWARTZ |  |  |  |  |  | l |  |  |  | l
DANIEL J. TAYLOR |  | l |  | l |  | l |  |  |  |
BEN WINSTON |  |  |  | l |  | l |  |  |  |
Total Number of Meetings in 2024 |  | 8 |  | 6 |  | 5 |  | 4 |  | 10
l Committee Chairl Committee Member« Chair of the Board

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Below is a summary of the composition and responsibilities, as of the date of this Proxy Statement, of our Audit, Human Capital and Compensation, Nominating/Corporate Governance, Corporate Social Responsibility and Sustainability and Finance Committees, each of which has a written charter available on our website at investors.mgmresorts.com/investors/governance/governance-documents under the captions “Audit Committee Charter,” “Human Capital and Compensation Committee Charter,” “Nominating/Corporate Governance Committee Charter,” “Corporate Social Responsibility and Sustainability Committee Charter,” and “Finance Committee Charter.” In addition to the committee membership and responsibilities outlined below, a member of the Board is also designated to serve as liaison to our Compliance Committee.1

AUDIT COMMITTEE CURRENT MEMBERS: Keith A. Meister, Chair Keith Barr Mary Chris Jammet Paul Salem Daniel J. Taylor INDEPENDENT: All FINANCIAL EXPERTS: All NYSE/SEC QUALIFIED: All |  | •  Provides independent, objective oversight of our financial reporting system •  Reviews the adequacy of our internal controls and financial reporting process and the reliability of our financial statements •  Reviews the independence and performance of our internal auditors and independent registered public accounting firm •  Reviews our compliance with legal and regulatory requirements •  Approves the report that is required to be included in this Proxy Statement |  | •  Appoints the independent registered public accounting firm; reviews with such firm the plan, scope and results of the audit, and the fees for the services performed; and periodically reviews such firm’s performance and independence from management •  Meets regularly with our management, independent registered public accounting firm, internal auditors, and the Compliance Committee, and reports its findings to the Board •  Establishes and oversees procedures for the Company’s plans to mitigate risks related to cybersecurity, data protection and the use and application of artificial intelligence (AI)

1 | We have established a compliance committee of professionals who do not serve on our Board (the “Compliance Committee”) to oversee procedures designed to decrease the likelihood that any activities of the Company or any our affiliates would impugn our reputation or integrity in any of the specific jurisdictions in which we maintain gaming operations, or in the gaming industry in general. We are required by the Nevada Gaming Authorities and the New Jersey Administrative Code to maintain such a Compliance Committee and an associated Compliance Plan.

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HUMAN CAPITAL AND COMPENSATION COMMITTEE CURRENT MEMBERS: Alexis M. Herman, Chair Keith Barr* Mary Chris Jammet Rose McKinney-James Daniel J. Taylor Ben Winston INDEPENDENT: All *   Appointed to Human Capital and Compensation Committee on January 8, 2025. |  | •  Ensures that the compensation program for our executives is effective in attracting and retaining key officers and links compensation to performance and our overall business strategy •  Oversees the Company’s policies and strategies relating to talent management, leadership development, employee engagement and corporate culture •  Establishes, implements, and reviews the compensation of our executive officers, determines the performance criteria and bonuses to be granted under the annual performance-based incentive plans and administers and approves the grants of share-based awards and amendments to the clawback policy |  | •  Reviews succession planning process for key management positions and critical roles (other than the CEO), including the professional development of high potential employees, to ensure that plans are in place for orderly succession of the executive management team •  Approves the annual Human Capital and Compensation Committee report appearing in this Proxy Statement •  Reviews and discusses with management the proposed Compensation Discussion and Analysis disclosure and determines whether to recommend it to the Board for inclusion in our Proxy Statement •  Reviews at least annually the Company’s compensation policies and practices generally as they relate to the Company’s risk management

NOMINATING/CORPORATE GOVERNANCE COMMITTEE CURRENT MEMBERS: Daniel J. Taylor, Chair Alexis M. Herman Jan G. Swartz Ben Winston INDEPENDENT: All |  | •  Ensures overall adherence to corporate governance practices •  Selects director nominees to be recommended to the Board •  Oversees the implementation of the Corporate Governance Guidelines •  Develops and makes recommendations to the Board for specific criteria for selecting directors •  Reviews and makes recommendations to the Board with respect to membership on committees of the Board |  | •  Makes recommendations to the Board with respect to succession planning process for the Chief Executive Officer •  Oversees the annual self- evaluations of the Board •  Oversees the orientation program for new directors and continuing education for directors •  Follows developments regarding corporate governance and best practices related thereto

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CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY COMMITTEE CURRENT MEMBERS: Rose McKinney-James, Chair Alexis M. Herman Mary Chris Jammet INDEPENDENT: All |  | •  Reviews significant policies and performance and provides guidance on matters relating to corporate social responsibility and sustainability •  Oversees and monitors the Company’s vision and values related to corporate social responsibility and sustainability •  Advises the Board and management on significant public issues that are pertinent to the Company and its stakeholders related to corporate social responsibility and sustainability |  | •  Assists management in setting strategy, establishing goals, and integrating corporate social responsibility and sustainability into strategic and tactical business activities across the Company to create long-term stockholder value •  Oversees the Company’s philanthropic programs, community relations activities, responsible business programs and review annually charitable contributions made by the Company

FINANCE COMMITTEE CURRENT MEMBERS: Joey Levin, Chair Barry Diller Keith A. Meister Paul Salem Jan Swartz INDEPENDENT: All |  | •  Oversee the Company’s long-range financial outlook, policies, and objectives •  Review and make recommendations to the Board with respect to the Company’s capital structure •  Approve the pricing of debt or equity offerings •  Oversee the Company’s annual budget, including the Company’s capital plan |  | •  Oversees strategies, financing structures and plans for significant corporate transactions •  Oversee the Company’s relationships with, and standing in, the financial community

HUMAN CAPITAL AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2024, and as of the date of this Proxy Statement, none of the members of the Human Capital and Compensation Committee was or is an officer or employee of the Company or had any relationship requiring disclosure pursuant to Item 404 of Regulation S-K, and no executive officer of the Company served or serves on the compensation committee or board of any company that employed or employs any member of the Company’s Human Capital and Compensation Committee or Board.

DIRECTOR SELECTION PROCESS

In determining the criteria for Board membership, the Nominating/Corporate Governance Committee considers the appropriate range of skills, backgrounds and personal characteristics required in light of the then-current makeup of the Board and in the context of the perceived needs of the Company at the time, including, among other things, the following experience and personal attributes:

| • |  | leadership abilities;

| • |  | financial acumen;

| • |  | general and special business experience and expertise;

| • |  | industry knowledge;

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| • |  | government experience;

| • |  | other public company directorships;

| • |  | high ethical standards;

| • |  | independence;

| • |  | sound judgment;

| • |  | interpersonal skills;

| • |  | overall effectiveness; and

| • |  | ability to contribute to the diversity of backgrounds represented on the Board.

The Board has not adopted term limits for its members because it recognizes that such arbitrary limitations may result in individuals who distinguish themselves in their board service being precluded from serving on the Board. However, the Board recognizes that economic, social and geo-political factors affecting our global business are continually changing and the skills of our Board members need to keep pace. Accordingly, in re-nominating incumbent members to the Board, the Nominating/Corporate Governance Committee takes into account the need to regularly refresh the composition of the Board to ensure the Board has the appropriate complement of expertise and recent experience to address the Company’s current and anticipated circumstances and needs.

The matrix below is a summary of the range of skills and experiences that each director nominee brings to the Board. Because it is a summary, it does not include all of the skills, experiences and qualifications that each director offers, and the fact that a particular skill, experience or qualification is not listed does not mean that a director does not possess it.

Board Experience, Skills and Attributes Matrix

|  | Keith Barr |  | Barry Diller |  | Alexis M. Herman |  | William J. Hornbuckle |  | Rose McKinney- James |  | Donna Langley |  | Joey Levin |  | Keith A. Meister |  | Paul Salem |  | Jan G. Swartz |  | Daniel J. Taylor |  | Ben Winston
Experience and Skills |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Leadership Experience |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Financial Experience |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Industry Experience |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Public Company Directorship Experience |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Government Experience |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Racially/Ethnically Diverse |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Female |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Age* |  |  |  | 54 |  |  |  |  | 83 |  |  |  |  | 77 |  |  |  |  | 67 |  |  |  |  | 73 |  |  |  |  | 57 |  |  |  |  | 45 |  |  |  |  | 52 |  |  |  |  | 61 |  |  |  |  | 55 |  |  |  |  | 68 |  |  |  |  | 43 |
Years on the Board* |  |  |  | 0(A) |  |  |  |  | 4 |  |  |  |  | 23 |  |  |  |  | 4 |  |  |  |  | 19 |  |  |  |  | 0(B) |  |  |  |  | 4 |  |  |  |  | 6 |  |  |  |  | 6 |  |  |  |  | 7 |  |  |  |  | 18 |  |  |  |  | 2 |

* | As of expected Annual Meeting Date.

(A) | Appointed to the Board on August 21, 2025.

(B) | Appointed to the Board on March 12, 2025.

The Nominating/Corporate Governance Committee may receive recommendations for Board candidates from various sources, including our stockholders. Pursuant to our proxy access provision set forth in our Amended and Restated Bylaws, stockholders meeting specified eligibility requirements and who provide required information in a timely manner may also nominate individuals for election to be included in our proxy statement for an annual meeting. In addition, from time to time the Nominating/Corporate Governance Committee also retains an independent third-party search firm to assist in identifying qualified candidates. The Nominating/Corporate Governance Committee will review all recommended candidates in the same manner regardless of the source of the recommendation. Recommendations from stockholders should be in writing and addressed to: Corporate Secretary, MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: Stockholder Communications, and must include the proposed candidate’s name, address, age and qualifications together with the information required under federal securities laws and regulations. Stockholder nominations must be received in a timely manner and in accordance with our Amended and Restated Bylaws, and must include the recommending stockholder’s name, address, number of shares of Common Stock beneficially owned, and the length of time such shares have been held. See “Notice Concerning Stockholder Proposals and Nominations” below.

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Corporate Governance

BOARD LEADERSHIP STRUCTURE

Our Corporate Governance Guidelines provide that the roles of Chair of the Board and Chief Executive Officer may be filled by the same or different individuals, which gives the Board the flexibility to determine whether these roles should be combined or separated based on the Company’s circumstances and needs at any given time. The Board has no formal policy regarding whether to combine or separate the position of Chair and Chief Executive Officer but generally believes that such decisions should be made in the context of succession planning. Presently, Mr. Hornbuckle is our Chief Executive Officer and Mr. Salem serves as Chair of the Board as the Board currently believes that the Company and its stockholders are best served by separating the positions of Chair and Chief Executive Officer. While the Board has no current intent to combine the roles, in the event that the roles of the CEO and Chair are combined in the future, the Board would consider appointing a strong lead independent director with a well-defined role similar to the responsibilities undertaken by our current Chair.

The non-management and independent directors meet in regularly scheduled executive sessions without management present and have the opportunity to convene in executive session at every meeting of the Board in their discretion. Executive sessions of the non-management directors are chaired by Mr. Salem. The Chair is responsible for convening executive sessions and setting the agenda. Upon reasonable notice to the other directors, any non-management or independent director may convene an executive session. In addition to the foregoing executive sessions, the independent directors meet at least once every year in an independent director executive session without management or non-independent, non-management directors present and have the opportunity to convene in such an independent director executive session at any meeting of the Board in their discretion or at any regularly scheduled independent director executive session, which independent director executive sessions may be convened by either the Chair or, upon reasonable notice, any independent director.

DIRECTOR EMERITUS DESIGNATION

The Board has adopted a policy in its Corporate Governance Guidelines for the designation of “Director Emeritus” in exceptional circumstances to recognize contributions of an unusually valuable nature to the Company by a former director. A Director Emeritus, although not typically invited to attend Board meetings, may be invited by the Chair to attend certain Board meetings or functions. However, a Director Emeritus is not entitled to attend any Board meeting and may not vote on any business coming before the Board, nor is he or she counted as a member of the Board for the purpose of determining a quorum or for any other purpose. While the Board may determine to compensate a Director Emeritus for his or her advisory and consulting services and a Director Emeritus may be reimbursed for reasonable expenses incurred to attend Board functions to which he or she is invited, a Director Emeritus is not compensated for attendance at such meetings. A Director Emeritus is not a member of the Board or a “director” as that term is used in our Amended and Restated Bylaws, this Proxy Statement or otherwise. There are currently no former directors designated as a Director Emeritus.

DIRECTOR CONTINUING EDUCATION

We are committed to ensuring that our directors remain informed with respect to best practices in corporate governance and engage outside counsel to provide periodic training to our directors on this topic. Each Director is afforded the opportunity to meet with members of our senior management, visit our facilities and consult with independent advisors as necessary or appropriate. Directors are expected to undertake continuing education to properly perform their duties.

DIRECTOR TIME COMMITMENTS

The Board recognizes the value of having directors with significant experience in other businesses and activities, and believes that directors must be prepared to devote the time required to prepare for and attend Board meetings and fulfill their responsibilities effectively. The Company maintains a policy on director time commitments, as disclosed in the Corporate Governance Guidelines. Directors who are full-time executives are expected to serve on no more than three public company boards, unless the Board determines that simultaneous service on more than three such Boards by a full-time executive would not impair the ability of the Director to effectively serve on the Company’s Board. Directors must notify the Corporate Secretary or the Chair of the Nominating/Corporate Governance Committee in advance of accepting an invitation to serve on another board or Audit Committee.

Mr. Levin currently serves as Chief Executive Officer of IAC, Inc. (“IAC”) and as a member of IAC’s board of directors, which owned an approximate 23% stake in the Company as of March 14, 2025. On January 13, 2025, IAC announced that Mr. Levin will cease to serve as the Chief Executive Officer and as a member of the board of directors, in each case,

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effective upon the first to occur of the completion of the separation of Angi Inc. (“Angi”) from IAC and May 31, 2025 (the “Effective Date”). In addition, Mr. Levin currently serves as the Chairman of the board of Angi, which, on January 13, 2025, disclosed that Mr. Levin would serve as Executive Chairman of the board, effective on the Effective Date. Mr. Levin also is a director on one other public company board. In light of Mr. Levin’s anticipated departure as Chief Executive Officer of IAC and as a member of IAC’s board of directors by May 31, 2025, the Board does not believe that Mr. Levin’s current service on four public company boards during this transition period impairs his ability to effectively serve on the Company’s Board.

BOARD DIVERSITY

As noted in the “Director Selection Process” above, among other things, the Nominating/Corporate Governance Committee considers diversity when assessing the appropriateness of Board membership. Though diversity is not defined in the Corporate Governance Guidelines or in the Nominating/Corporate Governance Committee’s charter, each of which can be found under their respective captions at investors.mgmresorts.com/investors/governance/governance-documents, diversity is broadly interpreted by the Board to include viewpoints, background, experience and industry knowledge.

STOCKHOLDER AND INTERESTED PARTIES COMMUNICATIONS WITH DIRECTORS

The Board has established a process for stockholders and other interested parties to communicate with members of the Board, the non-management directors as a group and the Chair. All such communications should be in writing and should be addressed to the Corporate Secretary, MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: Stockholder Communications. All inquiries are reviewed by the Corporate Secretary, who forwards to the Board, the non-management directors or the Chair, as applicable, a summary of all such correspondence and copies of all communications that the Corporate Secretary determines are appropriate and consistent with our operations and policies. Matters relevant to our other departments are directed to such departments with appropriate follow-up to ensure that appropriate inquiries are responded to in a timely manner. Matters relating to accounting, auditing and/or internal controls are referred to the chair of the Audit Committee and included in the report to the Board, together with a report of any action taken to address the matter. The Board or the Audit Committee, as the case may be, may direct such further action deemed necessary or appropriate.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our Common Stock, to file reports of ownership and changes of ownership with the SEC. The reporting officers, directors and 10% stockholders are also required to furnish us with copies of all Section 16(a) forms that they file. Based solely upon a review of these filings and written representations from such directors and officers, we believe that all required Section 16(a) reports were timely filed during the fiscal year ended December 31, 2024, except that a Form 4, each reporting one transaction related to the issuance of deferred stock units, was filed one day late for each of Ms. Mckinney-James and Messrs. Meister and Salem due to administrative error. We have a program to oversee the compliance of our executive officers and directors in their reporting obligations.

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Corporate Governance
INSIDER TRADING POLICY AND PROCEDURES
The Company maintains a written Securities Trading Policy and related supplements which govern the purchase, sale, and other dispositions of our securities by directors, officers and employees, and the Company itself, and are designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards. A copy of the policy and supplements were filed as Exhibits 19.1, 19.2, and 19.3 to our Annual Report on Form
10-K
for the fiscal year ended December 31, 2024.

|  |  |  | WHERE TO FIND OUR CORPORATE GOVERNANCE DOCUMENTS
| We encourage you to view our corporate governance materials on our website, investors.mgmresorts.com/investors/governance/governance-documents. The inclusion of our website address here and elsewhere in this Proxy Statement does not include or incorporate by reference the information on our website into this Proxy Statement. The following information contained on, or that can be accessed through, our website is not a part of this Proxy Statement.
|  |  |  | •  Board Committee Charters –  Audit Committee Charter –  Human Capital and Compensation Committee Charter –  Nominating Corporate Governance Committee Charter –  Corporate Social Responsibility and Sustainability Committee Charter –  Finance Committee Charter |  | •  Corporate Governance Guidelines •  Code of Business Conduct and Ethics and Conflict of Interest Policy

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Corporate Governance

BOARD OVERSIGHT OF RISK

Our Board has overall responsibility for overseeing the management of the most significant risks facing the Company. As part of its decision-making processes and meetings, our Board engages in regular discussions regarding risks related to the enterprise and management, focusing particularly on the areas of financial risk, regulatory and compliance risk, and operational and strategic risk. Annually, the Company’s Internal Audit function conducts extensive interviews to identify current and future potential risks facing the Company. Internal Audit analyzes these risks, links them to the Company’s Strategic Plan, and presents them to the Chief Legal and Administrative Officer and Secretary. In addition, the significant risks identified in the Enterprise Risk Management process are annually presented to the Audit Committee for discussion. Our Board also convenes for special meetings to discuss important decisions facing the Company. The Board considers short-term and long-term risks when providing direction to the Company in connection with these important decisions, and risk planning is a central part of the calculus in the Board’s decision-making process.

Our Board Committees also share in the responsibility for overseeing important Company risks. As part of their delegated areas of responsibility, each Board committee reviews and discusses the specific risk topics under its area of responsibility consistent with its charter and such other responsibilities as may be delegated to them by the Board from time to time.

In particular, the Audit Committee focuses on significant risk exposures faced by the Company, including general business risk, financial risk, internal controls, regulatory and compliance matters, cybersecurity risk and material litigation and potential disputes, and assesses the steps and processes management has implemented to monitor, control and/or minimize such exposures. The Audit Committee receives regular reports from the Chief Information Security Officer (“CISO”) on the Company’s cybersecurity risks and enterprise cybersecurity program. The Audit Committee also receives prompt information and periodic updates by the CISO regarding material cybersecurity incidents that meet reporting thresholds. The Audit Committee reports out to the Board as necessary to keep the Board informed of issues or risks relating to the Company’s cybersecurity. We also utilize external expertise to perform annual assessments of our entire cybersecurity program, including the cybersecurity program maturity. The results of these annual assessments are reported to the Audit Committee, and we adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments.

The Human Capital and Compensation Committee reviews risks related to compensation and talent management. At least annually, the Human Capital and Compensation Committee reviews our compensation policies and practices for executives, management employees and employees generally as they relate to our risk management practices, including the incentives established for risk-taking and the manner in which risks arising out of our compensation policies and practices are monitored and mitigated and any adjustments of compensation policies and practices that should be made to address changes in our risk profile. In addition, the Human Capital and Compensation Committee regularly reviews the results of the Company’s employee engagement surveys and the Company’s talent management to monitor for human capital related risks. Finally, the Human Capital and Compensation Committee manages risks associated with non-CEO senior management succession planning.

The Nominating/Corporate Governance Committee reviews our corporate governance practices, including Board composition and succession planning for the CEO, and regularly assess our preparation to address risks related to these areas as well as the other areas under its responsibility.

The Corporate Social Responsibility and Sustainability Committee guides our social impact and environmentally sustainable policies and oversees the management of risks associated with the Company’s environmental and social policies and the implementation of related programs.

The Finance Committee oversees the management of market and operational risk that could have a financial impact on the Company, including risks associated with the Company’s capital structure, liquidity, and financial markets as well as the Company’s material transactions and tax strategy.

CYBERSECURITY RISK MANAGEMENT AND OVERSIGHT

We recognize the importance of maintaining robust cybersecurity and data privacy processes and continually assess cybersecurity risk and evolve our response in the face of an ever-changing environment. Accordingly, we aim to protect our business operations, including customer records and information, against known and evolving cybersecurity threats. We have a seasoned Chief Technology Officer and a CISO who work with management to enhance our cybersecurity program and lead our efforts to mitigate technology risks. To ensure thorough oversight of the Company’s cybersecurity policies and processes, the Audit Committee is responsible for overseeing our cybersecurity risk and, pursuant to its charter, oversees procedures for the Company’s plans to mitigate cybersecurity risks. The Audit Committee receives regular reports from the

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CISO on the Company’s cybersecurity risks, enterprise cybersecurity program and material cybersecurity incidents. The Audit Committee reports out to the Board as necessary to keep the Board informed of issues or risks relating to the Company’s cybersecurity program. In addition, we have a cybersecurity incident response plan in place that provides a documented framework for handling high and low severity security incidents and facilitates coordination across multiple parts of the business. We also routinely perform attack and response simulations at the technical level and annually execute tabletop response exercises. To help protect our technology and customer data, we prioritize maintaining and improving alignment with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, Payment Card Industry (“PCI”) controls, and privacy standards. Our cybersecurity program undergoes periodic assessments and testing, including annual external reviews and maturity assessments, the results of which are reported to the Audit Committee and inform adjustments to our policies, standards, processes, and practices. We also maintain a Third-Party Risk Management Program to assess risks associated with third-party providers based on their services and data access. Finally, cybersecurity risk mitigation is integrated into our Code of Conduct, and all employees with network access receive cybersecurity awareness training.

SOCIAL IMPACT AND SUSTAINABILITY

The Corporate Social Responsibility and Sustainability Committee has had oversight over environmental and social responsibility at the Company for over a decade. Mr. Hornbuckle, our Chief Executive Officer and President and Director, and Ms. Chopra, our Chief People, Inclusion & Sustainability Officer are actively engaged in developing and implementing the Company’s social impact and sustainability strategies and goals. They oversee these matters on behalf of management and serve as liaisons to the Corporate Social Responsibility and Sustainability Committee of the Board.

Strategic Framework for Community Impact

We believe that creating meaningful and lasting impacts in the communities we serve supports our long-term business goals. Integrating our social impact goals into our business strategy strengthens our Company’s reputation and relationships while contributing to a more sustainable and inclusive future.

Our commitment to the communities in which we operate is reflected in four strategic pillars:

| • |  | Fostering a Culture of Respect

| • |  | Supporting Our Communities

| • |  | Investing in Environmental Stewardship

| • |  | Demonstrating Responsible Business Practices

Fostering a Culture of Respect

We believe it is important to respect one another’s unique perspectives, backgrounds and experiences across our workforce and customer base. Furthermore, creating an environment built on mutual respect and fairness can lead to stronger collaboration, innovation, and overall success.

Leveraging the vast knowledge and experiences of our workforce, we aim to create best-in-class experiences and cultivate stronger ties with our guests, employees, neighbors and partners. We cultivate relationships with community partners and stakeholders to drive business growth and further the Company’s reputation around the world. We partner with organizations and community groups to advance the belonging, growth and professional development of our workforce.

Supporting Our Communities

We aim to grow and support strong communities, understanding our responsibility to contribute in a meaningful way to the regions in which we live and work. We support philanthropy with strategies that seek to sustain and build on the best of a community, advance workforce opportunities, strengthen education, and support food security. Through volunteerism, MGM Resorts instills philanthropic commitment and pride in employees, driving positive social impact. Further, employees are able give to charities important to them through the MGM Resorts Foundation.

Investing in Environmental Stewardship

We aim to be responsible environmental stewards by reducing our energy, water, waste, and carbon footprints, while increasingly purchasing environmentally preferable materials. We are committed to corporate environmental leadership and continuing our efforts around water stewardship. This commitment is outlined in our environmental policy and our global

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Corporate Governance

water policy, as we continue our focus to environmental stewardship through sustainable practices. Further, we have adopted a culture of innovation to reduce emissions, highlighted by the launch of our 323,000-panel Mega Solar Array in 2021; developed a robust program to optimize energy usage and deliver environmental and economic value through efficiency; implemented water- conserving technologies and developed a global water policy to outline how we manage and monitor our impact on water resources; built a materials and waste management program to increase diversion from landfill; and developed a comprehensive set of strategies to help our customers enhance the environmental benefits of the events held at our unique venues.

Demonstrating Responsible Business Practices

We believe trust, integrity, and accountability are the foundation of a successful business. Ethical decision-making strengthens relationships with stakeholders and ensures long-term growth. As a leader in the gaming industry, we recognize that promoting responsible gaming is essential to maintaining trust with our customers, regulators, and the communities in which we operate. Investing in industry-leading responsible gaming programs, providing resources to those who need support, and fostering a culture of responsible gaming upholds our commitment to responsible business practices.

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Director Compensation

DIRECTOR COMPENSATION

2024 DIRECTOR COMPENSATION

Board members who are employees of the Company do not receive compensation for their service on the Board. Board members (i) who are nominated to the Board pursuant to a contractual right or agreement, (ii) who are an officer or employee of, or a person who performs responsibilities of a similar nature for, the nominating entity or person, as the case may be, or an affiliate thereof, and (iii) who are determined not to be independent because of conflicting interests between the Company and the nominating entity or person or its affiliates, receive no compensation for their service on the Board. Each director who is not an employee of the Company receives reimbursement of all reasonable expenses incurred in attending meetings of the Board and any committees on which he or she serves.

The Company believes that director compensation should be reasonable in light of what is customary for companies of similar size, scope and complexity, and should reflect the time, effort and expertise required of directors to adequately perform their responsibilities. The Board evaluates annually the status of Board compensation and in 2024, at the recommendation of the Company’s compensation consultant, Frederic W. Cook & Co., Inc. (“F.W. Cook”), the Board determined to increase the annual equity grant provided to directors from $190,000 to $215,000 and to increase the annual cash retainer from $90,000 to $100,000 to better align director compensation with the median of the peer group.

The following table sets forth information regarding non-management director compensation for 2024.

NAME |  | FEES EARNED OR PAID IN CASH |  | STOCK AWARDS(A)(B) |  | ALL OTHER COMPENSATION(C) |  | TOTAL
Keith Barr |  |  |  | $ 60,000 | (F) |  |  |  | $161,239 | (D)(F) |  |  |  | $26,250 |  |  |  |  | $247,489 |
Barry Diller |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |
Alexis M. Herman |  |  |  | 177,500 |  |  |  |  | 215,000 |  |  |  |  | 35,000 |  |  |  |  | 427,500 |
Mary Chris Jammet |  |  |  | 157,500 |  |  |  |  | 215,000 |  |  |  |  | 35,000 |  |  |  |  | 407,500 |
Joey Levin |  |  |  | — |  |  |  |  | — |  |  |  |  | 35,000 |  |  |  |  | 35,000 |
Rose McKinney-James |  |  |  | 167,500 | (E)(F) |  |  |  | 215,000 | (F) |  |  |  | 35,000 |  |  |  |  | 417,500 |
Keith Meister |  |  |  | 157,500 | (F) |  |  |  | 215,000 | (F) |  |  |  | 35,000 |  |  |  |  | 407,500 |
Paul Salem |  |  |  | 387,500 | (F)(G) |  |  |  | 215,000 | (F) |  |  |  | 35,000 |  |  |  |  | 637,500 |
Jan Swartz |  |  |  | 137,500 |  |  |  |  | 215,000 |  |  |  |  | — |  |  |  |  | 352,500 |
Daniel J. Taylor |  |  |  | 302,500 | (H)(I) |  |  |  | 215,000 |  |  |  |  | 35,000 |  |  |  |  | 552,500 |
Ben Winston |  |  |  | 137,500 | (F) |  |  |  | 215,000 | (F) |  |  |  | 35,000 |  |  |  |  | 387,500 |

(A) | The amount reflected in this column is the grant date fair value of awards granted during 2024, computed in accordance with FASB ASC 718. In respect of the annual equity retainer, except for Mr. Barr, Mr. Diller, and Mr. Levin each non-management director received a grant of 5,261 RSUs with a value of $215,000 in May 2024, which will vest on May 2, 2025. Mr. Diller and Mr. Levin have elected to decline any compensation for their service on the Board other than Mr. Levin accepting MGM Rewards Points pursuant to the Company’s Facility Use Policy.

(B) | On December 31, 2024, non-management directors held the following shares of RSUs, which were granted in 2024 and are not fully vested, and deferred stock units (including DEUs associated with these awards): Mr. Barr, 4,082 Ms. Herman, 5,261; Ms. Jammet, 14,215; Ms. McKinney-James, 64,856; Mr. Meister, 57,123; Mr. Salem, 103,958; Ms. Swartz, 5,261; Mr. Taylor, 84,746; and Mr. Winston, 5,261.

(C) | Reflects the fair market value of the points provided to directors (whether used or not) with benefits under our MGM Rewards Points program pursuant to the Company’s Facility Use Policy (as described below).

(D) | Upon joining the Board Mr. Barr received a grant of 4,082 RSUs with a value of $161,239 in August 2024, which will vest on May 7, 2025.

(E) | Includes an annual retainer of $10,000 for serving on the Board of Directors of MGM Grand Detroit, LLC.

(F) | All or a portion of these amounts were deferred pursuant to the Company’s Deferred Compensation Plan for Non-Employee Directors.

(G) | Includes an annual retainer of $250,000 for his role as Chair of the Board.

(H) | Includes an annual retainer of $20,000 for his role as liaison to Compliance Committee.

(I) | Includes an annual retainer of $105,000 for his service on the board of MGM China.

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Director Compensation

INDEPENDENT DIRECTOR COMPENSATION STRUCTURE

Independent directors receive the following, payable in equal quarterly installments: an annual retainer, an annual fee for service on a Board committee and, as applicable, an annual fee for service as a Board committee chair, an annual fee for service as the Chair of the Board, an annual fee for service as liaison to the Compliance Committee of the Company, an annual fee for engaging in annual diligence review and strategic oversight in key areas of interest, which may include traveling from time to time, and an annual fee for service on the MGM China Board of Directors. Independent directors may also receive an annual equity incentive award, which was $215,000 in 2024. The Company’s omnibus incentive plan provides a cap on overall director compensation of $750,000, with a higher $1,000,000 cap during a director’s initial year of service and for the Chair of the Board.

For 2024, independent director cash compensation was structured as follows:

Annual Retainer |  | $100,000
Additional Annual Retainer for Service as Board Chair |  | $250,000
Additional Annual Retainer for Service on the MGM China Board(1) |  | $105,000
Additional Annual Retainer for Committee Service |  | $20,000 per committee
Additional Annual Retainer for Committee Chairs |  | $20,000
Additional Annual Retainer for Liaison to Compliance Committee |  | $20,000
Additional Annual Retainer for Engaging in Diligence Review in Key Areas of Interest |  | $7,500
Per-Meeting Fees |  | None

(1) | Fees for services on the MGM China board are determined based on fees paid to similarly situated independent directors of MGM China.

INDEPENDENT DIRECTOR USE OF COMPANY FACILITIES

We have a Policy Concerning Independent Director Use of Company Facilities (the “Facility Use Policy”). To permit independent directors to experience our facilities and to better prepare themselves to provide guidance to us on matters related to product differentiation and resort operations, each year, following the election of the Board at the annual meeting of stockholders, each independent director is offered a certain amount of MGM Rewards Points to be utilized at our resort facilities. As each independent director may have different schedule constraints resulting in varying frequencies of visits to our facilities, independent directors may request to receive a lesser number of MGM Rewards Points to suit their anticipated annual visitation. In addition, as a token of appreciation for significant Board service, each independent director who has served on the Board for a minimum of three years will continue to be offered a certain amount of MGM Rewards Points for an additional three years after they have ceased to serve on the Board, provided (a) the independent director’s departure from the Board was on good terms as determined by the Nominating/Corporate Governance Committee in its discretion (for example, the independent director must not have been removed for cause and there must have been no disagreement in connection with the non-management director’s departure from the Board that would be required to be reported by the Company on Form 8-K) and (b) the independent director does not after his or her departure from the Board take any action that adversely impacts the Company or breach any agreement with or duty to the Company, in each case as determined by the Nominating/Corporate Governance Committee in its discretion. To the extent required by applicable law or Internal Revenue Service regulations, the fair value of MGM Rewards Points awarded to each independent director and former independent director will be reported as income to the director on Form 1099. Each independent non-management director and former independent non-management director is responsible for paying any applicable income taxes on these amounts based on his or her personal income tax return.

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##### Table of Contents

Principal Stockholders

PRINCIPAL STOCKHOLDERS

The table below shows the number of shares of our Common Stock beneficially owned as of the close of business on March 14, 2025 by each of our directors, director nominees and named executive officers, as well as the number of shares beneficially owned by all of our current directors and executive officers as a group based on 282,950,593 shares of our Common Stock outstanding as of March 14, 2025.

NAME(A) |  | COMMON STOCK |  | RSUs EXERCISABLE OR VESTING WITHIN 60 DAYS(B) |  | TOTAL SHARES BENEFICIALLY OWNED(B) |  | PERCENT OF CLASS |  | DEFERRED STOCK UNITS(C)
Keith Barr |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | * |  |  |  |  | 4,082 |
Barry Diller |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | * |  |  |  |  | — |
Gary Fritz |  |  |  | 66,344 |  |  |  |  | — |  |  |  |  | 66,344 |  |  |  |  | * |  |  |  |  | — |
Jonathan S. Halkyard |  |  |  | 75,648 |  |  |  |  | — |  |  |  |  | 75,648 |  |  |  |  | * |  |  |  |  | — |
Alexis M. Herman |  |  |  | 14,797 | (D) |  |  |  | 5,261 |  |  |  |  | 20,058 |  |  |  |  | * |  |  |  |  | — |
William J. Hornbuckle |  |  |  | 616,923 | (E) |  |  |  | — |  |  |  |  | 616,923 |  |  |  |  | * |  |  |  |  | — |
Mary Chris Jammet |  |  |  | 5,250 |  |  |  |  | 5,261 |  |  |  |  | 10,511 |  |  |  |  | * |  |  |  |  | 8,954 |
Donna Langley |  |  |  | — |  |  |  |  | 1,734 |  |  |  |  | 1,734 |  |  |  |  | * |  |  |  |  | — |
Joey Levin |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | * |  |  |  |  | — |
Rose McKinney-James |  |  |  | 1,760 |  |  |  |  | — |  |  |  |  | 1,760 |  |  |  |  | * |  |  |  |  | 64,856 |
John M. McManus |  |  |  | 91,521 |  |  |  |  | — |  |  |  |  | 91,521 |  |  |  |  | * |  |  |  |  | — |
Keith A. Meister |  |  |  | 5,687,478 | (F) |  |  |  | — |  |  |  |  | 5,687,478 |  |  |  |  | 2.01 | % |  |  |  | 57,123 |
Paul Salem |  |  |  | 1,702,500 |  |  |  |  | — |  |  |  |  | 1,702,500 |  |  |  |  | * |  |  |  |  | 103,958 |
Corey I. Sanders |  |  |  | 321,595 | (G) |  |  |  | — |  |  |  |  | 321,595 |  |  |  |  | * |  |  |  |  | — |
Jan G. Swartz |  |  |  | 55,142 | (H) |  |  |  | 5,261 |  |  |  |  | 60,403 |  |  |  |  | * |  |  |  |  | — |
Daniel J. Taylor |  |  |  | — |  |  |  |  | 5,261 |  |  |  |  | 5,261 |  |  |  |  | * |  |  |  |  | 79,485 |
Ben Winston |  |  |  | 5,330 |  |  |  |  | 4,209 |  |  |  |  | 9,539 |  |  |  |  | * |  |  |  |  | 1,052 |
All current directors and executive officers as a group (17 persons total) |  |  |  | 8,644,288 |  |  |  |  | 26,987 |  |  |  |  | 8,671,275 |  |  |  |  | 3.06 | % |  |  |  | 319,510 |

* | Less than 1%.

(A) | The address for the persons listed in this column is 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

(B) | Deferred stock units are excluded from shares beneficially owned. Except as otherwise indicated, and subject to applicable community property and similar laws, the persons listed as beneficial owners of the shares have sole voting and investment power with respect to such shares.

(C) | Includes all previously deferred stock units held by Non-Employee Directors and RSUs to be deferred within 60 days. Deferred stock units are payable either in a lump sum or installments, at the director’s election, with the lump sum or first installment payable within 90 days of the first day of the month following the director’s separation from the Board.

(D) | Includes 14,797 shares held in living trust.

(E) | Includes 172,781 shares held in trust.

(F) | The 5,687,478 shares of Common Stock included in the table above are held for the accounts of certain private investment funds for which Corvex Management LP (“Corvex”) acts as investment adviser, including Corvex Master Fund LP and Corvex Select Equity Master Fund LP. The general partner of Corvex is controlled by Mr. Meister.

(G) | Includes 36,465 shares held in trust.

(H) | Includes 19,858 shares held in trust.

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##### Table of Contents

Principal Stockholders

Based on filings made under Sections 13(d) and 13(g) of the Exchange Act, as of March 14, 2025, the only persons known by us to be the beneficial owners of more than 5% of our Common Stock were as follows based on 282,950,593 shares of our Common Stock outstanding as of March 14, 2025:

NAME AND ADDRESS |  | COMMON STOCK BENEFICIALLY OWNED(A) |  | PERCENT OF CLASS
IAC, Inc.(B) 555 West 18th Street New York, NY 10011 |  | 64,723,602 |  | 22.87%
The Vanguard Group(C) 100 Vanguard Blvd. Malvern, PA 19355 |  | 30,476,791 |  | 10.77%
BlackRock, Inc.(D) 55 East 52nd Street New York, NY 10055 |  | 21,674,207 |  | 7.66%
Davis Selected Advisers(E) 2949 East Elvira Road, Suite 101 Tucson, AZ 85756 |  | 19,920,713 |  | 7.04%

(A) | Except as otherwise indicated, the persons listed as beneficial owners of the shares have sole voting and investment power with respect to such shares.

(B) | Based on Schedule 13D/A filed by IAC, Inc. with the SEC on August 26, 2022. Reflects sole voting power and sole dispositive power of 64,723,602 shares.

(C) | Based upon a Schedule 13G/A filed by The Vanguard Group with the SEC on February 13, 2024. Reflects sole dispositive power of 29,324,940 shares. Reflects shared voting power of 346,486 shares and shared dispositive power of 1,151,851 shares.

(D) | Based upon a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 29, 2024. Reflects sole voting power of 20,089,954 and sole dispositive power of 21,674,207 shares.

(E) | Based upon a Schedule 13G filed by Davis Selected Advisers with the SEC on January 24, 2025. Reflects sole voting power of 19,442,748 shares, shared voting power of 477,965 shares and sole dispositive power of 19,920,713 shares.

SECURITY OWNERSHIP IN OUR SUBSIDIARIES

As of the close of business on March 14, 2025, none of our directors, director nominees or named executive officers held shares in MGM China.

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##### Table of Contents

Transactions with Related Persons

TRANSACTIONS WITH RELATED PERSONS

Related person transactions covered by Item 404(a) of Regulation S-K requiring prior review and oversight by the Audit Committee are referred to the Audit Committee for approval, ratification or other action. Based on its consideration of all of the relevant facts and circumstances, the Audit Committee decides whether or not to approve such transactions and approves only those transactions that are deemed to be in the best interests of the Company, including consideration of the factors set forth in our written guidelines under our Code of Conduct for the reporting, review and approval of potential conflicts of interest: the size of the transaction or investment, the nature of the transaction or investment, the nature of the relationship between the third party and the Company, the nature of the relationship between the third party and the director or employee, the net worth of the employee or director, and any other factors the Committee deems appropriate. Our executive officers and directors may also enter into transactions with us involving the purchase of goods or services, such as hotel rooms, tickets to events or meals at restaurants. These transactions are in the ordinary course of our business, and we provide them on terms that we offer to our customers generally. If the Company becomes aware of an existing transaction with a related person that has not been approved under the foregoing procedures, the matter is referred to the Audit Committee. The Audit Committee then evaluates all options available, including ratification, revision or termination of such transaction. The Company had the following related party transactions since the beginning of 2024:

In 2023, Sean Lanni, the son-in-law of Mr. Hornbuckle, our Chief Executive Officer, President and a Director of the Company entered into a three-year employment agreement with the Company for the position of President International Marketing, which provides for a base salary of $600,000. Mr. Lanni is also eligible for an annual equity award and a target annual bonus on the same general terms and conditions as applicable to employees in similar positions who are not related to Mr. Hornbuckle. In addition, Mr. Lanni was appointed President and Chief Operating Officer of The Cosmopolitan of Las Vegas, effective February 19, 2024.

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##### Table of Contents

Proposals Requiring Your Vote

PROPOSALS REQUIRING YOUR VOTE

PROPOSAL NO. 1 ELECTION OF DIRECTORS

At the Annual Meeting, our stockholders are being asked to elect directors, each of whom will serve until the next annual meeting of stockholders or until his or her respective successor has been elected and qualified, or until his or her earlier resignation or removal. At the last annual meeting, our stockholders elected all of the nominees put forth by the Company for election. Other than Mr. Barr (who was appointed as a director by the Board in August 2024) and Ms. Langley (who was appointed as a director by the Board in March 2025), all of the nominees were elected by our stockholders at the last annual meeting. If any of the following nominees should be unavailable to serve as a director, which contingency is not presently anticipated, it is the intention of the persons designated as proxies to select and cast their votes for the election of such other person or persons as the Board may designate.

The Board recommends a vote FOR the election of each of the nominees to the Board identified below and on the Proxy Card.

Information Concerning the Board’s Nominees

The Board seeks nominees who have substantial professional accomplishments and who are leaders in the companies or institutions with which they are affiliated. Nominees should be persons who are capable of applying independent judgment and undertaking analytical inquiries and who exhibit high integrity, practical wisdom and mature judgment. The Nominating/Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that will best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment, based on diverse experiences. The Nominating/Corporate Governance Committee, together with the Board, reviews on an annual basis the composition of the Board to determine whether the Board includes the right mix and balance of skill sets, financial acumen, general and special business experience and expertise, industry knowledge, diversity, leadership abilities, high ethical standards, independence, sound judgment, interpersonal skills, overall effectiveness and other desired qualities. Director candidates also must meet the approval of certain state regulatory authorities.

We identify and describe below the key experience, qualifications and skills, in addition to those discussed above, that the directors bring to the Board and that are important in light of our business.

| • |  | Leadership experience.Directors with experience in significant leadership positions demonstrate a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth. Thus, their service as top leaders at other organizations also benefits us.

| • |  | Finance experience.An understanding of finance and financial reporting is important for our directors, as we measure our operating and strategic performance by reference to financial targets.

| • |  | Industry experience.We seek to have directors with experience as executives, as directors or in other leadership positions in the resort, gaming and entertainment industries in which we participate, particularly given the highly regulated nature of these industries, as well as experience in the digital industry working with omni channel platforms.

| • |  | Government experience.We seek directors with government experience, as our business is subject to extensive government regulation and we are directly affected by governmental actions. We therefore recognize the importance of working constructively with local, state, federal and international governments.

| • |  | Public company directorship experience.We seek directors with experience as directors of other public companies, as we believe these individuals will have been exposed to the various types of financial, governance and operational matters that companies such as ours consider from time to time.

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##### Table of Contents

Proposals Requiring Your Vote

The following sets forth, for each nominee, his or her name, age as of the date of the Annual Meeting, principal occupation for at least the past five years and certain other matters. The respective experiences, qualifications and skills the Board considered in determining whether to recommend each director nominated for election are also included in the column to the right.

|  | KEITH BARR |  |  |  | Principal Occupation/Other Directorships •  Former Chief Executive Officer of IHG Hotels & Resorts, a global organization that predominantly franchises and manages thousands of hotels in more than 100 countries, from July 2017 through June 2023. •  Served in various roles at IHG since initially joining the company in 2000, including as Chief Commercial Officer for four years and as Chief Executive Officer of IHG’s Greater China business for four years. •  Non-executive director at Yum! Brands since January 2020 and serves on the Management Planning and Development Committee. •  Member of multiple advisory boards at Cornell University SC Johnson College of Business.
|  | AGE: (54) DIRECTOR SINCE 2024 FORMER CHIEF EXECUTIVE OFFICER OF IHG HOTELS & RESORTS |  |  |  |

Director Qualifications

Leadership experience—Chief Executive Officer of IHG Hotels & Resorts, a global organization that predominantly franchises and manages thousands of hotels in more than 100 countries.

Finance experience—Significant experience in financings, mergers, acquisitions, investments and strategic transactions through his various roles at IHG.

Industry Experience—Served in various roles at IHG since initially joining the company in 2000, including as Chief Commercial Officer and Chief Executive Officer of IHG’s Greater China business.

Public company directorship experience—Non-executive director at Yum! Brands since January 2020.

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##### Table of Contents

Proposals Requiring Your Vote

|  | BARRY DILLER |  |  |  | Principal Occupation/Other Directorships •  Chairman and Senior Executive of IAC, Inc. (“IAC”) since December 2010. •  Chairman and Senior Executive of Expedia Group, Inc., an online travel company (formerly, Expedia, Inc.), since August 2005. •  From 1995 to late 2010, served as the Chairman and the Chief Executive Officer of IAC. •  Since December 1992, beginning with QVC, Inc., served as chief executive for a number of predecessor companies engaged in media and interactivity prior to the formation of IAC. •  From October 1984 to April 1992, served as Chairman and Chief Executive Officer of Fox, Inc. and was responsible for the creation of Fox Broadcasting Company in addition to Fox’s motion picture operations. •  Before joining Fox, served for 10 years as the Chairman and Chief Executive of Paramount Pictures Corporation. In March 1983, in addition to Paramount, became President of the conglomerate’s newly formed Entertainment and Communications Group, which included Simon & Schuster, Inc., Madison Square Garden Corporation and SEGA Enterprises, Inc. •  Prior to joining Paramount, served as Vice President of Prime Time Television for ABC Entertainment. •  Through his foundation he supported projects for Roundabout Theatre Company, Signature Theatre, The Public Theater, and Motion Picture & Television Fund, and is creating Little Island, a park and performance center in the Hudson River. •  Director of The Coca-Cola Company from April 2002 to August 2024. •  Member of The Business Council.
|  | AGE: (83) DIRECTOR SINCE 2020 CHAIRMAN AND SENIOR EXECUTIVE OF IAC |  |  |  |

Director Qualifications

Leadership experience—Serves as Chairman and Senior Executive of IAC. Served as Chief Executive Officer of Fox, Inc. from 1984 to 1992, responsible for the creation of Fox Broadcasting Company, and Fox’s motion picture operations. Prior to Fox, served for 10 years as Chief Executive Officer of Paramount Pictures Corporation.

Finance experience—Extensive experience in financings, mergers, acquisitions, investments and strategic transactions, including transactions with Silver King Broadcasting, QVC, Inc., Ticketmaster Entertainment, Inc. and Home Shopping Network, Inc. Served on the Finance Committee of Graham Holdings Company.

Industry experience—Extensive experience in the media and Internet sectors, including experience at IAC, with businesses in the marketing and technology industries, at Expedia Group, Inc., which empowers travelers through technology with tools to efficiently research, plan, book and experience travel, and at TripAdvisor, Inc., which operates the flagship TripAdvisor-branded websites and numerous other travel brands.

Public company directorship experience—Director and member of various board committees of several public companies.

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##### Table of Contents

Proposals Requiring Your Vote

|  | ALEXIS M. HERMAN |  |  |  | Principal Occupation/Other Directorships •  Chair and Chief Executive Officer of New Ventures LLC, a corporate consulting company, since 2001. •  Chair of the Toyota Advisory Board. •  Former Lead Director, Chair of the Governance and Nominating Committee, and member of the Technology Committee, Finance Committee, and Executive Committee of Cummins Inc. from 2001 to 2022. •  Former Director and member of the Personnel Committee and member of the Corporate Governance Committee of Entergy Corp. from 2003 to 2023. •  Former Director and member of the Compensation Committee and Chair of the Public Issues and Diversity Review Committee of The Coca-Cola Company from 2007 to 2024. •  United States Secretary of Labor from 1997 to 2001. •  Member of the Board of Trustees of the National Urban League, a civil rights organization, and Member of the Board of Trustees of Toyota Technological Institute at Chicago University. •  President of the Dorothy I. Height Education Foundation and Co-Chair of the Presidential Leadership Scholars Initiative.
|  | AGE: (77) DIRECTOR SINCE 2002 CHAIR AND CHIEF EXECUTIVE OFFICER OF NEW VENTURES LLC |  |  |  |

Director Qualifications

Leadership experience—Chief Executive Officer of a consulting firm; former United States Secretary of Labor; member of the board of trustees of a civil rights organization.

Finance experience—Member of the finance committee of a public company that designs, manufactures, sells and services diesel engines and related technology around the world.

Government experience—Former United States Secretary of Labor.

Public company directorship experience—Has served as director and member of various board committees of several public companies; member of advisory boards to public companies.

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##### Table of Contents

Proposals Requiring Your Vote

|  | WILLIAM J. HORNBUCKLE |  |  |  | Principal Occupation/Other Directorships •  Chief Executive Officer and President of the Company since July 2020 and Acting Chief Executive Officer and President from March 2020 through July 2020. •  Formerly President and Chief Operating Officer of the Company from March 2019 to March 2020, President since December 2012 and Chief Customer Development Officer since December 2018. •  Chairperson of MGM China from 2020 to May 2023 and Co-Chairman since May 2023. Director of MGM China since 2011; previously a director of MGM Growth Properties LLC from 2016 through March 2020. •  Previously served as Director of PLAYSTUDIOS, Inc. from June 2021 to December 2021. •  Chief Marketing Officer of the Company from August 2009 to August 2014. •  Founder and Board Member of GBank Financial Holdings from March 2007 through the present and Chair of the Compensation Committee. •  President and Chief Operating Officer of Mandalay Bay Resort & Casino in Las Vegas from April 2005 to August 2009. •  Previously served as President and Chief Operating Officer of MGM MIRAGE-Europe, where he worked on the development of MGM’s gaming operations in the United Kingdom. •  Previously served as President and Chief Operating Officer of MGM Grand Hotel & Casino and of Caesars Palace, Las Vegas. •  Spent the majority of his earlier career with Mirage Resorts Inc. in various senior management positions, including the Vice President of Hotel Operations of Golden Nugget, the Vice President of Hotel Operations of the Mirage, the President of Laughlin, the Executive Vice President and Chief Operating Officer of Treasure Island and the President and Executive Vice President of Operations of MGM Grand, from 1998 to 2001. •  Bachelor’s degree in hotel administration from the University of Nevada, Las Vegas. •  Chair of the US Travel and Tourism Advisory Board from 2022 to 2024. •  Appointed National Chair of the U.S. Travel Association in 2025.
|  | AGE: (67) DIRECTOR SINCE 2020 CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY |  |  |  |

Director Qualifications

Leadership experience—Chief Executive Officer of the Company since July 2020 and has held several key executive positions with the Company for over 10 years.

Finance experience—Served as Chief Operating Officer of the Company and as Chief Operating Officer for many other reputable gaming-industry companies.

Industry experience—Served in various roles at the Company and other casino companies for over three decades.

Public company directorship experience—Current director and Co-Chairman of MGM China, a Hong Kong Stock Exchange listed company, and a former director of MGM Growth Properties LLC.

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##### Table of Contents

Proposals Requiring Your Vote

|  | DONNA LANGLEY |  |  |  | Principal Occupation/Other Directorships •  Chairman of NBCUniversal Entertainment & Studios. •  Former Chief Content Officer of NBCU Studio Group, and Chairman of Universal Filmed Entertainment Group. •  Helped distinguish NBCU as the home to acclaimed and emerging creators since 2001, resulting in years of record profitability. •  Led negotiations with the WGA and SAG-AFTRA, helping end the dual strikes in 2023. •  Oversees a suite of creative teams including the Film and Television Studios, Peacock, NBC, and Bravo, among others. •  Serves on the Board of Trustees for the American Film Institute, Motion Picture Association, SAG-AFTRA Foundation’s Entertainment Industry Council. •  Ambassador for the Vital Voices Global Ambassadors Program and has served on the organization’s Board of Directors since 2013. •  Chair of the University of Southern California’s School of Cinematic Arts Board of Councilors. •  Recognized by TIME’s “100 Most Influential People” and Fortune’s “100 Most Powerful Women in Business.” •  Awarded a Dame Commander of the Most Excellent Order of the British Empire in 2020.
|  | AGE: (57) DIRECTOR SINCE 2025 CHAIRMAN, NBCUNIVERSAL ENTERTAINMENT & STUDIOS |  |  |  |

Director Qualifications

Leadership experience—Chairman of NBCUniversal Entertainment & Studios and former Chief Content Officer of NBCUniversal Studio Group, and Chairman of Universal Filmed Entertainment Group.

Industry experience—Leads greenlight decisions across the enterprise with full oversight of all entertainment programming and marketing. Spearheads global creative strategy, business operations, production, acquisitions, and distribution for NBCUniversal’s award-winning film, streaming and television slates.

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##### Table of Contents

Proposals Requiring Your Vote

|  | JOEY LEVIN |  |  |  | Principal Occupation/Other Directorships •  Chief Executive Officer and Director of IAC since June 2015. •  Chairman of the Board of Directors of Angi Inc. (formerly ANGI Homeservices Inc.). Chief Executive Officer of Angi from October 2022 to April 2024. •  Director of Warner Bros. Discovery since February 2025. •  Served in various roles at IAC since he joined the company in 2003 working in the Mergers & Acquisitions group. •  Former CEO of Mindspark Interactive, a division of IAC, and has led various businesses for IAC until his appointment to CEO and the Board of Directors in 2015. •  Prior to joining IAC, worked in the Technology Mergers & Acquisitions group for Credit Suisse First Boston (now Credit Suisse) in San Francisco. •  Previously served as Chairman of the Board of Vimeo Inc. from May 2021 to March 2023, Chairman of the Board of Match Group, Inc. from October 2015 to 2021 and Director of Match Group, Inc. through Sept. 2022. Also previously served as a Director of several publicly traded consumer technology companies including Groupon, Inc., LendingTree, Inc, and The Active Network through its IPO and up until its sale to Vista Equity Partners.
|  | AGE: (45) DIRECTOR SINCE 2020 CHIEF EXECUTIVE OFFICER OF IAC |  |  |  |

Director Qualifications

Leadership experience—Chief Executive Officer of IAC, a leading media and internet company, and served as Chairman of the Board of Match Group, Inc., an internet and technology company with the largest global portfolio of online dating services, and ANGI Homeservices Inc., a global leader in home improvement.

Finance experience—Significant experience in financings, mergers, acquisitions, investments and strategic transactions through his various roles at IAC and in the Technology Mergers & Acquisition group for Credit Suisse.

Industry experience—Extensive experience in the media and Internet sectors, including experience at IAC, with businesses in the marketing and technology industries.

Public company directorship experience—Serves as a director of several public companies, including as Chairman of the Board of Directors for Match Group, Inc. and ANGI Homeservices Inc.

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##### Table of Contents

Proposals Requiring Your Vote

|  | ROSE MCKINNEY-JAMES |  |  |  | Principal Occupation/Other Directorships •  Managing Principal of Energy Works Consulting LLC and McKinney James & Associates, providing consulting services regarding public affairs in the areas of energy, education, and environmental policy, in each case for more than the past five years. •  Director of Ioneer Ltd. since January 2021, member of its Renumeration Committee and Chair of its Environmental Health Safety & Sustainability Committee. •  Director of Pacific Premier Bancorp since March 2022, member of its Nominating and Governance Committee and Enterprise Risk Committee. •  Serves on the Board of Directors of MGM Grand Detroit, LLC. •  Member of the Audit Committee, Risk Committee and Chair of the CRA Committee of Toyota Financial Savings Bank. •  Fellow of the National Association of Corporate Directors. •  Director of the Las Vegas Stadium Authority since 2024. •  Director of CLEAResult and member of its Audit Committee from 2020 to 2023. •  Director of Marketing and External Affairs of Nevada State Bank Public Finance from 2007 to 2013. •  Former Director and Chair of the Board Governance and Nominating Committee and member of the Finance Committee of Employers Holdings, Inc. from 2005 to June 2013. •  Emeritus Director of Three Square, Nevada Partners and the American Association of Blacks in Energy AABE. •  Former Board Chair of The US Energy Foundation from 2020 to 2022 and former Chair of its Governance and Nominating Committee. •  Formerly the President and Chief Executive Officer of the Corporation for Solar Technologies and Renewable Resources for five years. •  Former Commissioner with the Nevada Public Service Commission and former Director of the Nevada Department of Business and Industry.
|  | AGE: (73) DIRECTOR SINCE 2005 MANAGING PRINCIPAL OF ENERGY WORKS CONSULTING LLC AND MCKINNEY JAMES & ASSOCIATES |  |  |  |

Director Qualifications

Leadership experience—Former President and CEO of a not-for-profit corporation focused on solar and renewable energy technologies; former leader of two Nevada state government agencies.

Finance experience—Finance committee member of a company that provides workers’ compensation insurance and services to small businesses; member of audit committee of Toyota Financial Savings Bank.

Industry experience—Former director of Mandalay Resort Group prior to its acquisition by the Company.

Government experience—Former leader of two Nevada state government agencies.

Public company directorship experience—Serves as a director and committee member of two public companies, including Ioneer Ltd. and Pacific Premier Bancorp.

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Proposals Requiring Your Vote

|  | KEITH A. MEISTER |  |  |  | Principal Occupation/Other Directorships •  Founder, Managing Partner & Chief Investment Officer of Corvex Management LP since 2010. •  Director and Chairman of CM Life Sciences, Inc., CM Life Sciences II Inc. and CM Life Sciences III Inc. prior to 2022. •  Director of GeneDX Holdings Corp. since January 2022 and Chair of its Audit Committee. •  Director of Vestis since June 2024 and member of its Audit Committee. •  Director of BetMGM since May 2020. •  Senior Managing Director of the General Partners of Icahn Partners L.P. and affiliated funds from November 2004 to August 2010. •  Co-President of J Net Ventures from January 2000 through September 2001. •  Prior to launching J Net Ventures, Mr. Meister worked at NorthStar Capital and Lazard Freres. •  Previously served as a director on numerous other public boards including: Yum! Brands, Inc., The Williams Companies, The ADT Corporation, Ralcorp Holdings and Motorola, Inc./Motorola Mobility, Inc., among others. •  Chairman of the Board of Directors for Harlem Children’s Zone and a member of the board of trustees for the American Museum of Natural History.
|  | AGE: (52) DIRECTOR SINCE 2019 FOUNDER, MANAGING PARTNER & CHIEF INVESTMENT OFFICER OF CORVEX MANAGEMENT LP |  |  |  |

Director Qualifications

Leadership experience—Operational and management expertise as managing partner and executive officer of an investment firm and diversified holding company.

Finance experience—Expertise in finance, capital markets, strategic development and risk management.

Industry Experience—Served as board member of a company with assets and operations in the casino and gaming industry.

Public company directorship experience—Director and board committee member of public companies in a variety of industries.

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|  | PAUL SALEM |  |  |  | Principal Occupation/Other Directorships •  Co-Founder and CEO of Salem Capital Management (“SCM”) since 2019 and Executive Director of the Salem Foundation. •  Senior Managing Director Emeritus, Providence Equity Partners (“Providence”) since 2019 and with Providence from 1992 – 2019, which specializes in investing in the media, communications, education and information industries. Established Providence’s European office in 1999, and co-founded Benefit Street Partners in 2008 (the debt capital markets business of Providence). •  Previously served as a director of Grupo TorreSur, Asurion, Eircom, Madison River Telecom, MetroNet (formerly AT&T Canada), PanAmSat, Tele1 Europe, Verio, Wired Magazine, Education Management Corporation and several other Providence investments. •  Prior to joining Providence in 1992, worked for Morgan Stanley in corporate finance and mergers and acquisitions and prior to Morgan Stanley spent four years with Prudential Investment Corporation. •  Chair of the Board of the Woods Hole Oceanographic Institute, the world’s leader in ocean discovery and research. •  Former Chair of Year Up, a national non-profit focused on closing the opportunity divide for urban young adults, and a former board member of Edesia Global Nutrition, a non-profit dedicated to treating and preventing malnutrition in the world’s most vulnerable populations. •  Serves on the advisory board of the Carney Institute for Brain Science at Brown University.
|  | AGE: (61) CHAIRMAN OF THE BOARD SINCE 2020 AND DIRECTOR SINCE 2018 SENIOR MANAGING DIRECTOR EMERITUS AT PROVIDENCE EQUITY PARTNERS |  |  |  |

Director Qualifications

Leadership experience—Current Senior Managing Director Emeritus at Providence, a premier global asset management firm with approximately $40 billion in assets under management; established the Providence London office in 1999 and helped create Benefit Street Partners, Providence’s credit affiliate that was sold to Franklin Templeton in Q1 2019.

Finance experience—Various progressive roles at Providence Equity since 1992, which specializes in investing in the media, communications, education and information industries by employing a variety of financing structures and target equity investments and bringing industry, financial, operational and leadership expertise to portfolio companies.

Public company directorship experience—Former director of public company in the education industry, former Chairman of MGM Growth Properties LLC.

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|  | JAN G. SWARTZ |  |  |  | Principal Occupation/Other Directorships •  Executive Vice President of Strategic Operations, Carnival Corporation. Previously Group President of Holland America Group of Carnival Corporation, leading Princess Cruises, Holland America Line, Seabourn and Carnival Australia from 2020-2023. Previously, Group President of Princess Cruises and Carnival Australia from 2016-2020. President, Princess Cruises from 2013-2016 and Executive Vice President, Sales, Marketing and Customer Service, Princess Cruises from 2008-2013. Previously served in progressive roles at Princess Cruises starting in 2001 as the Vice President of Strategy and Business Development and led the deal evaluation and integration efforts in connection with Carnival Corporation’s acquisition of P&O Princess in 2002. •  Led Princess Cruises expansion throughout Asia, opening 11 offices across China, Japan, Taiwan, Singapore, Hong Kong and Korea. •  Co-led Carnival Corporation’s Ocean Medallion digital transformation initiative, which has won the 2018 Gold New York Design Award for Digital IoT, a CES 2019 Innovation Award Honoree and was a finalist for a 2019 Edison Award for its wearable device and guest experience platform available today on Princess ships. •  Prior to joining Carnival Corporation, served as Chief Executive Officer of MXG Media from 1999 to 2000. •  From 1992-1999, served as an associate consultant, consultant and manager at Bain & Company, Inc.
|  | AGE: (55) DIRECTOR SINCE 2018 EXECUTIVE VICE PRESIDENT OF STRATEGIC OPERATIONS OF CARNIVAL CORPORATION |  |  |  |

Director Qualifications

Leadership experience—Current EVP Strategic Operations and leader of the sustainability function at Carnival Corporation. Previously Group President at Carnival Corporation, the world’s largest leisure travel company leading four of Carnival Corporation’s nine cruise brands; former Chief Executive Officer of MXG Media, an interactive entertainment Company; President of the Princess Cruises Community Foundation.

Finance experience—Various progressive roles at Carnival Corporation involving oversight of operating companies’ financial performance.

Industry experience—Currently leads Strategy and Land operations including Alaska wilderness lodges at the world’s largest leisure travel company; oversaw the international expansion of the cruise category throughout Asia and has worked with leading consumer and service companies on growth and digital transformation strategies.

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|  | DANIEL J. TAYLOR |  |  |  | Principal Occupation/Other Directorships •  Employed as an executive of Tracinda Corporation from 2007 through 2019. •  Director of MGM China since 2020. Non-Executive Chairman of the Board of Directors of Light Efficient Design, a division of TADD LLC since July 2014, a manufacturer and distributor of LED lighting products and EV charging stations. •  President of Metro-Goldwyn-Mayer Inc. (“MGM Studios”) from April 2005 to January 2006 and Senior Executive Vice President and Chief Financial Officer of MGM Studios from June 1998 to April 2005. •  Tax Manager and CPA specializing in the entertainment and gaming practice at Arthur Andersen & Co. from 1978 to 1985. •  Director of Inforte Corp. from October 2005 to 2007. •  Non-Executive Chairman of the Board of Directors of Delta Petroleum Corporation from May 2009 to August 2012 (and a director from February 2008 to August 2012), and a former member of the Audit Committee and Nominating and Corporate Governance Committee of such company.
|  | AGE: (68) DIRECTOR SINCE 2007 |  |  |  |

Director Qualifications

Leadership experience—Chairman of the Board of a manufacturer and distributor of LED lighting products; former President of a motion picture, television, home video, and theatrical production and distribution company.

Finance experience—Former Chief Financial Officer of a motion picture, television, home video, and theatrical production and distribution company; former Vice President—Taxes of a motion picture, television, home video, and theatrical production and distribution company; former tax manager at a public accounting firm.

Industry experience—Former Tax Manager specializing in the entertainment and gaming practice at Arthur Andersen & Co.

Public company directorship experience—Former director and board committee member of a public oil and gas company; former director of a management consulting company; former director of MGM Growth Properties LLC and current director of MGM China, a Hong Kong Stock Exchange listed company.

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|  | BEN WINSTON |  |  |  | Principal Occupation/Other Directorships •  Award-winning Producer, Director and Founding Partner of Fulwell Entertainment, which specializes in making high quality television and film productions, since 2005. •  Executive producer of many television and film productions including, “The Late Show with James Corden” from 2015 to 2023, “The Grammy Awards,” for CBS, “The Kardashians,” for Hulu, “Carpool Karaoke” for Apple TV, and “Friends” The Reunion for HBO MAX. •  Has created and produced several music specials for various award winning artists and oversaw “Global Citizen: Mandela 100” in South Africa in 2018. •  13 time Emmy winner, 35 time Emmy nominee, 5 time Critics Choice Award Winner, 3 time Brit Award winner, 2 time PGA Award Winner, Rose D’or winner, Bafta Winner, Grammy nominee.
|  | AGE: (43) DIRECTOR SINCE 2023 PRODUCER, DIRECTOR AND FOUNDING PARTNER OF FULWELL ENTERTAINMENT |  |  |  |

Director Qualifications

Leadership experience—Founding Partner of Fulwell Entertainment, an international television, film and production company that operates across a wide range of genres and across all media platforms, including theatrical, broadcast and digital.

Industry experience—Award-winning director and producer of TV shows, films, documentaries, concerts, events, and music videos.

THE BOARD UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” THE ELECTION OF THE NOMINEES LISTED ABOVE BASED UPON THEIR RESPECTIVE EXPERIENCES, QUALIFICATIONS AND SKILLS IDENTIFIED ABOVE.

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PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2025. For 2024, Deloitte & Touche LLP audited and rendered opinions on our financial statements and internal control over financial reporting.

A representative of Deloitte & Touche LLP will attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will have the opportunity to respond to appropriate questions.

We are asking our stockholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of Deloitte & Touche LLP to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. In the event that our stockholders fail to ratify the selection, it will be considered a recommendation to the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

The Board recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.

Audit and Non-Audit Fees

The following table sets forth fees paid to our auditors, Deloitte & Touche LLP, in 2024 and 2023 for audit and non-audit services. All of the services described below were approved in accordance with our pre-approval policy, which is described in the next section.

|  | 2024 |  |  | 2023 |
Audit fees |  |  | $7,550,000 |  |  |  | $8,135,000 |
Audit-related fees |  |  | — |  |  |  | — |
Tax fees |  |  | 2,475,000 |  |  |  | 2,832,000 |
All other fees |  |  | 33,000 |  |  |  | 3,000 |
Total |  |  | $10,058,000 |  |  |  | $10,970,000 |

The category “Audit fees” includes fees for our annual audit and quarterly reviews of our consolidated financial statements and of our subsidiaries, the attestation reports on our internal control over financial reporting, statutory and compliance audits required by gaming regulators, assistance with SEC filings, and fees related to debt and equity offerings. The category “Audit-related fees” includes fees related to other assurance services not included in “Audit Fees.” The category “Tax fees” includes fees related to tax consultation, tax planning and tax compliance services. The category “All other fees” includes consulting services for the purpose of providing advice and recommendations.

Pre-Approval Policies and Procedures

Our Audit Committee has a policy related to pre-approval of all audit and permissible non-audit services to be provided by the independent registered public accounting firm. Pursuant to this policy, the Audit Committee must pre-approve all services provided by the independent registered public accounting firm. Pre-approvals for classes of services are granted at the start of each fiscal year and are applicable for such year. As provided under the Sarbanes-Oxley Act of 2002 and the SEC’s rules, the Audit Committee has delegated pre-approval authority to the chair of the Audit Committee to address certain requests for pre-approval in between regularly scheduled meetings of the Audit Committee, and such pre-approval decisions are reported to the Audit Committee at its next regular meeting. The policy is designed to help ensure that there is no delegation by the Audit Committee of authority or responsibility for pre-approval decisions to management.

Audit Committee Report

The Audit Committee reviewed and discussed the audited financial statements with management and Deloitte & Touche LLP, the Company’s independent registered public accounting firm, and management represented to the Audit Committee

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that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. The discussions with Deloitte & Touche LLP included the matters required to be discussed under applicable Public Company Accounting Oversight Board (“PCAOB”) standards. The Audit Committee also received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with Deloitte & Touche LLP its independence.

The Audit Committee also: (i) reviewed and discussed with management, the Company’s internal auditors and Deloitte & Touche LLP, the Company’s internal control over financial reporting and (ii) reviewed and discussed with management and Deloitte & Touche LLP their respective assessment of the effectiveness of the Company’s internal control over financial reporting.

Based on the Audit Committee’s review of the audited financial statements and the review and discussions described in the foregoing paragraphs, the Audit Committee recommended to the Board that the audited financial statements for the fiscal year ended December 31, 2024 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC.

KEITH MEISTER, Chair

KEITH BARR

MARY CHRIS JAMMET

PAUL SALEM

DAN TAYLOR

The foregoing report of the Audit Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.

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PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules, including the Compensation Discussion and Analysis, the Summary Compensation Table and related tables and narrative disclosure (also referred to as “say-on-pay”).

Stockholders are encouraged to read the Compensation Discussion and Analysis section of this Proxy Statement, which begins on page 40, for a more detailed discussion of how our compensation programs reflect our overarching compensation philosophy and core business principles. We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers. Accordingly, we ask our stockholders to vote “FOR” the advisory vote for adoption of the following resolution:

“RESOLVED, that the stockholders of MGM Resorts International approve, on an advisory basis, the compensation of our named executive officers as disclosed in our Proxy Statement in accordance with Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the Summary Compensation Table and related tables and narrative disclosure.”

Although the advisory vote is not binding on the Human Capital and Compensation Committee or the Board, the Human Capital and Compensation Committee and the Board will review the results of the vote and consider them in future determinations concerning our executive compensation program. The Board has adopted a policy of holding say-on-pay votes annually. Accordingly, unless the Board determines otherwise, the next advisory vote to approve executive compensation will occur at the 2026 annual meeting of stockholders.

The Board recommends a vote “FOR” the advisory vote to approve executive compensation.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis reports on compensation policies applicable to our named executive officers, as determined pursuant to applicable SEC rules.

In 2024, our named executive officers (sometimes referred to as our “NEOs”) were the following individuals:

NAME |  | TITLE
William J. Hornbuckle |  | Chief Executive Officer and President
Jonathan S. Halkyard |  | Chief Financial Officer and Treasurer
Corey I. Sanders |  | Chief Operating Officer
Gary Fritz |  | President, Interactive
John M. McManus |  | Chief Legal and Administrative Officer and Secretary

Results from 2024 Say-on-Pay Vote

The 2024 advisory proposal to approve the 2023 compensation of our NEOs (the “say-on-pay” proposal) was approved by approximately 95.6% of the votes cast. Following the annual meeting in 2024, we extended a meeting invitation to nine of our top stockholders which collectively totaled approximately 21% of our stockholder base as of March 14, 2025. The Nominating and Corporate Governance Committee Chair, together with certain members of management, met with those stockholders who accepted our invitation to discuss a wide range of topics, including executive compensation and corporate governance practices. In addition to meeting with the stockholders described above, two of our largest stockholders, holding together approximately 25% of our shares as of March 14, 2025, are represented on the Board and in this capacity are fully informed of, and have the opportunity to engage in, discussions regarding corporate governance matters, including executive compensation. Based on the positive results of the 2024 say-on-pay vote, and considering feedback from these discussions, we believe that our stockholders are generally satisfied with our current executive compensation program and policies. We therefore did not make any significant changes to our compensation program and policies as a result of the 2024 say-on-pay vote.

EXECUTIVE SUMMARY

Last year was a year of many significant achievements by the Company, as described in more detail below (see “Elements of Compensation—Annual Incentive Bonus”). The Company believes that the following executive compensation design elements and practices have contributed to this success.

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Continued Focus on Performance-Based Compensation and Long-Term Incentives

The Human Capital and Compensation Committee continues to believe that equity incentives should be the most significant part of an NEO’s compensation package. This belief is further reflected in the NEOs’ employment agreements, which provide that each NEO will receive any amounts earned in excess of 150% of their target annual bonus in deferred restricted stock units (“Bonus dRSUs”).The Bonus dRSUs are “vested” as of the grant date, meaning they are not subject to the achievement of additional performance or service criteria and are not subject to forfeiture in the case of termination, in recognition of the fact that the performance required to earn these awards had already been satisfied in connection with the annual bonus program.

The charts below illustrate the importance of long-term incentives (“LTIs”) for the NEOs, which comprise approximately 63% of the CEO’s target direct compensation and 54% of the target direct compensation of the other NEOs. The majority of our LTIs are performance based, with payouts determined based on (1) the achievement of an absolute total stockholder return (“TSR”) target with respect to the Company’s stock, and (2) TSR as compared to the other companies included in the S&P 500 at the time of grant. The balance of our NEOs’ LTI awards are provided in the form of restricted stock units (“RSUs”), where the value ultimately realized by the NEO is directly tied to our stock price on the date the award vests.

2024 Compensation Actions at a Glance

Annual Bonus

Consistent Design for 2024:For fiscal year 2024, the Human Capital and Compensation Committee continued to believe that Compensation Adjusted EBITDAR, as defined under “Annual Incentive Bonus” below, is an important component of the Company’s annual incentive bonus and a meaningful financial goal for the full fiscal year. As a result, the Human Capital and Compensation Committee established a full-year Compensation Adjusted EBITDAR goal for 2024 similar to the Compensation Adjusted EBITDAR Target as defined for 2023 (the “2024 Compensation Adjusted EBITDAR Target”) for a portion of the 2024 annual bonus and certain strategic and operational targets for a portion of the 2024 annual bonus, in each case, as further described below.

Financial Goals. For Messrs. Hornbuckle, Halkyard, Sanders and McManus, 70% of their 2024 target annual bonus, and for Mr. Fritz, 50% of his 2024 target annual bonus, was based on the achievement of the 2024 Compensation Adjusted EBITDAR Target. For purposes of calculating 2024 Compensation Adjusted EBITDAR, the Human Capital and Compensation Committee also determined to include target Adjusted EBITDAR related to MGM China operations because COVID-19 would no longer create uncertainty to MGM China’s operating results and also include BetMGM, LLC’s (“BetMGM”) target Adjusted EBITDA in light of the increased strategic focus on the Company’s digital growth. As a result, an amount equal to MGM China’s and BetMGM’s target Adjusted EBITDAR or EBITDA, as applicable (which, for BetMGM, will be calculated on a one-month lag basis), multiplied by the Company’s percentage ownership in each for the performance period was included in the 2024 Compensation Adjusted EBITDAR Target. The 2024 Compensation Adjusted EBITDAR Target approved by the Human Capital and Compensation Committee was consistent with the EBITDAR values set by management and approved by the Board in the budgeting process for 2024.

Strategic and Operational Goals. For Messrs. Hornbuckle, Halkyard, Sanders and McManus, the remaining 30% of their 2024 target bonuses was determined based on the following strategic and social impact and sustainability goals, which were unchanged from 2023: (1) Execution of the Company’s Strategic Plan in Consultation with the Board (weighted 20%);

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and (2) Execution of the Company’s Social Impact and Sustainability Strategy (weighted 10%). For Mr. Fritz, the remaining 50% of his 2024 target bonus was determined based on the achievement of the following goals, the weighting of which was modified from 2023: (1) Execution of Digital Strategy (weighted 40%); and (2) Promotion of the Company’s Employees and Culture (weighted 10%). All participants have the potential to receive up to 200% of their target bonuses for 2024 for maximum achievement of these goals.

Long-Term Incentives (LTIs)

For 2024, as in prior years, LTIs were granted to our executives in the form of performance share units (“PSUs”) and RSUs. In 2024, the Human Capital and Compensation Committee, in consultation with its independent compensation consultant F.W. Cook, reviewed the practices among the Company’s peer group and within the broader market and determined to reduce the vesting period for RSUs from four years to three years for grants made after September 2024. The Human Capital and Compensation Committee believed that this change was important for promoting retention, employee engagement and aligning the Company’s practices with those of its peers and the broader market.

The LTIs generally consist of three components:

| • |  | Relative TSR PSUs (30% of LTI grant value)—The payment, if any, of these awards is determined by comparing MGM’s TSR to the TSR of other companies in the S&P 500 as of the end of the three-year performance measurement period.

| • |  | Absolute TSR PSUs (30% of LTI grant value)—The payment, if any, of these awards is determined based on MGM’s TSR as of the end of the three-year performance measurement period. These Absolute TSR PSUs vest at target if three-year TSR equals 25%.

| • |  | RSUs (40% of LTI grant value)—The payment of these awards is based on continued service, with RSUs vesting in three equal annual installments starting on the first anniversary of grant.

See “Elements of Compensation” below for a further description of annual base salary, the 2024 Bonus Program and Long-Term Equity Incentives.

Executive Compensation “Best Practices”

The Human Capital and Compensation Committee conducts an ongoing review of its existing compensation programs and currently intends to retain several policies that it believes continue to represent best practices, based on advice from F.W. Cook:

| • |  | Executive officer stock ownership guidelines.  We recognize the importance of aligning our management’s interests with those of our stockholders. As a result, the Board, at the recommendation of the Human Capital and Compensation Committee, established stock ownership guidelines for all of our executive officers, including our NEOs.

Under these guidelines, our NEOs are expected to accumulate Company stock having a fair market value equal to a multiple of their applicable base salaries as shown in the table below.

POSITION |  | MULTIPLE OF BASE SALARY |
CEO |  |  | 6X |
Other Executive Officers (including NEOs other than CEO) |  |  | 3X |

For purposes of these guidelines, shares held in trust or retirement accounts and RSUs (including deferred RSUs)—but not PSUs or stock appreciation rights (“SARs”)—count toward the ownership guidelines. Each executive officer is required to retain 50% of the net after-tax shares received upon vesting/exercise of equity incentive awards until the guidelines are satisfied. The Board also adopted stock ownership guidelines for directors, which are described in “Corporate Governance—Director Stock Ownership Guidelines.” As of December 31, 2024, all NEOs were in compliance.

| • |  | No single trigger arrangements.  No executive officer is entitled to single trigger change of control benefits. Our change of control policy conditions change-of-control-benefits (including equity vesting) on termination without cause or a termination by the executive with “good reason” following a change of control (“double trigger”).

| • |  | Uniform change of control policy.  We maintain a generally uniform policy with regard to severance payable to NEOs and other executive officers in connection with a change of control. See “Executive Compensation—Uniform Change of Control Policies.”

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| • |  | Discretionary reduction of annual bonus.  The Human Capital and Compensation Committee retains the right to reduce or eliminate any award under our annual bonus program (as in effect from time to time) in its sole and absolute discretion if it determines that such a reduction or elimination is appropriate with respect to the applicable performance criteria or any other applicable factors.

| • |  | No golden parachute tax gross ups.  In the event that there is a change of control that triggers golden parachute excise taxes under Section 4999 of the Internal Revenue Code, we are not obligated to provide any so-called “golden parachute” excise tax gross-up protection to any of our executive officers.

| • |  | Prohibition on short sales, derivatives trading and pledging and hedging of Company securities.  Our insider trading policy provides that employees (including our NEOs and other executive officers) and our directors may not enter into short sales of our securities or buy or sell exchange traded options on our securities. Further, our insider trading policy prohibits pledging or hedging of our securities by NEOs, Section 16 officers and directors.

| • |  | Clawback Policy. Consistent with the NYSE listing standards, our Clawback Policy requires the Company to seek recovery of erroneously awarded incentive-based compensation in the event of a financial restatement or other material noncompliance with financial reporting requirements under the securities laws.

COMPENSATION PRACTICES AT A GLANCE

|  | What We Do |  |  |  | What We Do NOT Do
✓ |  | DO pay for performance – a significant portion of our NEO compensation is at-risk variable compensation |  | û |  | NO pledging of company securities permitted by directors or Section 16 officers
✓ |  | DO provide minimum vesting conditions for awards made as part of our long-term equity incentive program |  | û |  | NO hedging or derivative transactions permitted by directors or Section 16 officers
✓ |  | DO conduct annual compensation risk assessments |  | û |  | NO “single trigger” change of control payments
✓ |  | DO maintain robust stock ownership guidelines |  | û |  | NO golden parachute tax gross ups
✓ |  | DO use an independent compensation consultant |  | û |  | NO re-pricing of underwater stock options without stockholder approval
|  |  |  | û |  | NO minimum payout of LTI compensation

EXECUTIVE COMPENSATION PROCESS

Roles in Establishing NEO Compensation

The Human Capital and Compensation Committee is responsible for establishing, implementing, and reviewing the compensation program and related objectives for our executive officers, including our NEOs. In doing so, the Human Capital and Compensation Committee obtains recommendations from management with respect to the elements of NEO compensation and performance results. Legal and regulatory guidance and market and industry data that may be relevant in determining compensation are provided by management and/or the Human Capital and Compensation Committee’s independent outside advisors (as further described below – see “Outside Consultants”). In addition, the Human Capital and Compensation Committee consults with our CEO regarding our performance goals, and our CEO periodically meets with the Chair of the Human Capital and Compensation Committee to discuss his performance and that of other executive officers.

Role of the Human Capital and Compensation Committee

The Human Capital and Compensation Committee, among other things, determines compensation of our executive officers, the incentive awards to be granted to our executive officers and associated performance criteria pursuant to our annual incentive programs and administers and approves the granting of equity-based awards under our 2022 Omnibus Incentive Plan (the “Equity Plan”). The Human Capital and Compensation Committee’s authority and oversight with respect to the NEOs extends to total compensation, including base salaries, bonuses, non-equity incentive awards, equity-based awards, and other forms of compensation. Pursuant to the Human Capital and Compensation Committee Charter, the

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Human Capital and Compensation Committee has delegated authority to the Chief Financial Officer, with oversight by the CEO, the ability to grant up to $1,000,000 annually in equity awards to new hires other than executive officers (which amount the Human Capital and Compensation Committee can increase from time to time in its sole discretion), which may consist of SARs, RSUs, Absolute TSR PSUs and Relative TSR PSUs, and to approve employment contracts for other members of senior management involving base salaries that are less than $500,000. In addition, the Human Capital and Compensation Committee has delegated a $3,000,000 annual basket of equity that may be awarded by the CEO as a tool to promote retention; recognize employee contributions, strong performance, or high potential talent; and promote recruitment efforts. Details of awards granted under each of the annual baskets are regularly provided to the Human Capital and Compensation Committee.

Role of Executive Officers

Our NEOs generally do not participate in determining the amount or type of compensation they are paid other than (i) in connection with negotiating their respective employment agreements; (ii) with respect to participation by our CEO in connection with determining the performance criteria for the annual bonus program(s) and the satisfaction of such criteria; and (iii) with respect to participation by the CEO in providing recommendations to our Human Capital and Compensation Committee regarding annual equity awards for NEOs other than himself. Instead, the Human Capital and Compensation Committee’s assessment of the individual performance of our NEOs is based primarily on its independent observation and judgment of the responsibilities, duties, performance, and leadership skills of our NEOs as well as the Company’s overall performance.

Outside Consultants

The Human Capital and Compensation Committee periodically engages outside consultants on various compensation-related or executive assessment and evaluation matters. The Human Capital and Compensation Committee has the authority to engage the services of independent legal counsel and consultants to assist them in analyzing and reviewing compensation policies, elements of compensation, and the aggregate compensation to NEOs.

In 2024, the Human Capital and Compensation Committee continued to retain the services of, and received advice from, F.W. Cook, its independent compensation consultant, with respect to executive compensation related matters. F.W. Cook exclusively provides services to the Human Capital and Compensation Committee and does not provide any services to the Company other than on behalf of the Human Capital and Compensation Committee. The Human Capital and Compensation Committee has reviewed an assessment of any potential conflicts of interest raised by F.W. Cook’s work for the Human Capital and Compensation Committee and the independence of F.W. Cook and its consultants from management of the Company. The assessment included the following six factors, among others: (i) the provision of other services to the Company by F.W. Cook; (ii) the amount of fees received from the Company by F.W. Cook, as a percentage of F.W. Cook’s total revenue; (iii) the policies and procedures of F.W. Cook that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the F.W. Cook consultant with a member of the Human Capital and Compensation Committee; (v) any Company stock owned by the F.W. Cook consultants; and (vi) any business or personal relationship of the F.W. Cook consultant or F.W. Cook with any of the Company’s executive officers. The Human Capital and Compensation Committee concluded that there are no such conflicts of interest that would prevent F.W. Cook from serving as an independent consultant to the Human Capital and Compensation Committee.

Assessing Compensation Competitiveness

In order to assess whether the compensation awarded to our NEOs is fair and reasonable, the Human Capital and Compensation Committee periodically gathers and reviews data regarding the compensation practices and policies of other public companies of comparable size in the gaming, hospitality, and restaurant industries. The peer group compensation data is reviewed by the Human Capital and Compensation Committee to determine whether the compensation opportunity provided to our NEOs is generally competitive with that provided to the executive officers of our peer group companies, and the Human Capital and Compensation Committee makes adjustments to compensation levels where appropriate based on this information. The peer group is used as a reference point by the Human Capital and Compensation Committee in its compensation decisions with respect to NEOs, but the Human Capital and Compensation Committee does not generally benchmark NEO compensation to any specific level with respect to peer group data.

The relevant information for members of the peer group is gathered from proxy statement data, which may only reflect the compensation paid by these companies in years prior to their disclosure, and other SEC filings. When reviewing the compensation of the executive officers of the peer group, the Human Capital and Compensation Committee compares the market overlap, results of operations, and market capitalization of the peer group with ours. In addition, the Human Capital

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and Compensation Committee also reviews the total compensation, as well as the amount and type of each element of such compensation, of the executive officers of the peer group with duties and responsibilities comparable to those of our NEOs.

For 2024, the Human Capital and Compensation Committee determined not to make any changes to the prior year peer group. The current peer group was selected in February 2024 by the Human Capital and Compensation Committee (the “Peer Group”) and is comprised of gaming, hospitality, and restaurant companies that we consider competitors with us for business and/or executive management talent. The general selection criteria are to include (1) gaming industry peers with trailing four-quarter revenue greater than $4.0 billion, and (2) companies in the hotels, restaurants and leisure industries with trailing four-quarter revenues and 12-month average enterprise value in a 0.25x-to-4.0x range of the Company, subject to a potential modest exception for companies selected as peers in prior years. As set forth in the following table, we are near the 27th percentile as compared to the Peer Group with respect to 12-month average market cap, the 69th percentile with respect to revenue, the 47th percentile on number of employees and the 41st percentile with respect to 12-month average enterprise value as of December 31, 2024. This data is generally based on SEC filings reflecting results through December 31, 2024 (employee data is from the most recent Form 10-K).

Trailing 4Qs Revenues ($ Millions) |  |  |  |  | Employees (as of last 10-K filing) |  |  |  |  | 12-Month Average ($ Millions) as of 12/31/24 |  |  |  |  | Company Size as of 12/31/24 ($ Millions) |
|  |  |  |  | Enterprise Value |  |  |  |  | Market Cap Value |  |  |  |  | Enterprise Value |  |  |  |  | Market Cap Value |
Starbucks |  | $ | 36,149 |  |  |  |  | Starbucks |  |  | 361,000 |  |  |  |  | McDonalds |  | $ | 253,234 |  |  |  |  | McDonalds |  | $ | 203,403 |  |  |  |  | McDonald’s |  | $ | 259,966 |  |  |  |  | McDonalds |  | $ | 207,741 |
McDonald’s |  | $ | 25,920 |  |  |  |  | Darden Rest. |  |  | 191,105 |  |  |  |  | Starbucks |  | $ | 122,846 |  |  |  |  | Starbucks |  | $ | 101,110 |  |  |  |  | Starbucks |  | $ | 125,746 |  |  |  |  | Starbucks |  | $ | 103,459 |
Marriott |  | $ | 25,100 |  |  |  |  | Hilton |  |  | 181,000 |  |  |  |  | Marriott |  | $ | 83,617 |  |  |  |  | Chipotle |  | $ | 78,463 |  |  |  |  | Marriott |  | $ | 91,584 |  |  |  |  | Chipotle |  | $ | 82,227 |
Carnival |  | $ | 25,021 |  |  |  |  | Marriott |  |  | 155,000 |  |  |  |  | Chipotle |  | $ | 81,268 |  |  |  |  | Marriott |  | $ | 70,478 |  |  |  |  | Chipotle |  | $ | 85,344 |  |  |  |  | Marriott |  | $ | 77,516 |
MGM |  | $ | 17,241 |  |  |  |  | McDonald’s |  |  | 150,000 |  |  |  |  | Royal Caribbean |  | $ | 64,230 |  |  |  |  | Hilton |  | $ | 53,764 |  |  |  |  | Royal Caribbean |  | $ | 83,344 |  |  |  |  | Royal Caribbean |  | $ | 62,027 |
Royal Caribbean |  | $ | 16,484 |  |  |  |  | Chipotle |  |  | 130,504 |  |  |  |  | Hilton |  | $ | 63,536 |  |  |  |  | Royal Caribbean |  | $ | 42,933 |  |  |  |  | Hilton |  | $ | 70,675 |  |  |  |  | Hilton |  | $ | 60,253 |
Darden Rest. |  | $ | 11,579 |  |  |  |  | Carnival |  |  | 115,000 |  |  |  |  | Carnival |  | $ | 52,016 |  |  |  |  | YUM! Brands |  | $ | 37,878 |  |  |  |  | Carnival |  | $ | 59,713 |  |  |  |  | YUM! Brands |  | $ | 37,440 |
Chipotle |  | $ | 11,314 |  |  |  |  | Royal Caribbean |  |  | 106,000 |  |  |  |  | YUM! Brands |  | $ | 49,272 |  |  |  |  | Las Vegas Sands |  | $ | 35,373 |  |  |  |  | YUM! Brands |  | $ | 48,953 |  |  |  |  | Las Vegas Sands |  | $ | 37,236 |
Las Vegas Sands |  | $ | 11,290 |  |  |  |  | MGM |  |  | 78,000 |  |  |  |  | Las Vegas Sands |  | $ | 44,630 |  |  |  |  | Restaurant Brands |  | $ | 22,914 |  |  |  |  | Las Vegas Sands |  | $ | 47,261 |  |  |  |  | Carnival |  | $ | 32,047 |
Caesars |  | $ | 11,245 |  |  |  |  | Caesars |  |  | 51,000 |  |  |  |  | MGM |  | $ | 42,389 |  |  |  |  | Carnival |  | $ | 22,806 |  |  |  |  | MGM |  | $ | 40,410 |  |  |  |  | Darden Rest. |  | $ | 21,936 |
Hilton |  | $ | 11,174 |  |  |  |  | Norwegian Cruise |  |  | 41,000 |  |  |  |  | Restaurant Brands |  | $ | 38,729 |  |  |  |  | Darden Rest. |  | $ | 18,915 |  |  |  |  | Restaurant Brands |  | $ | 37,697 |  |  |  |  | Restaurant Brands |  | $ | 21,099 |
Norwegian Cruise |  | $ | 9,357 |  |  |  |  | Las Vegas Sands |  |  | 40,300 |  |  |  |  | Caesars |  | $ | 33,815 |  |  |  |  | MGM |  | $ | 12,753 |  |  |  |  | Caesars |  | $ | 32,784 |  |  |  |  | Norwegian Cruise |  | $ | 11,314 |
Restaurant Brands |  | $ | 8,406 |  |  |  |  | YUM! Brands |  |  | 40,000 |  |  |  |  | Darden Rest. |  | $ | 25,656 |  |  |  |  | Wynn Resorts |  | $ | 10,238 |  |  |  |  | Darden Rest. |  | $ | 29,750 |  |  |  |  | MGM |  | $ | 10,317 |
YUM! Brands |  | $ | 7,567 |  |  |  |  | Wynn Resorts |  |  | 28,000 |  |  |  |  | Norwegian Cruise |  | $ | 22,428 |  |  |  |  | Norwegian Cruise |  | $ | 8,585 |  |  |  |  | Norwegian Cruise |  | $ | 25,067 |  |  |  |  | Wynn Resorts |  | $ | 9,377 |
Wynn Resorts |  | $ | 7,128 |  |  |  |  | PENN Entertainment |  |  | 23,333 |  |  |  |  | Wynn Resorts |  | $ | 19,326 |  |  |  |  | Caesars |  | $ | 8,504 |  |  |  |  | Wynn Resorts |  | $ | 19,593 |  |  |  |  | Caesars |  | $ | 7,101 |
PENN Entertainment |  | $ | 6,305 |  |  |  |  | Restaurant Brands |  |  | 9,000 |  |  |  |  | PENN Entertainment |  | $ | 13,319 |  |  |  |  | PENN Entertainment |  | $ | 2,853 |  |  |  |  | PENN Entertainment |  | $ | 13,445 |  |  |  |  | PENN Entertainment |  | $ | 2,966 |
75th Percentile |  | $ | 25,021 |  |  |  |  |  |  |  | 155,000 |  |  |  |  |  |  | $ | 81,268 |  |  |  |  |  |  | $ | 70,478 |  |  |  |  |  |  | $ | 85,344 |  |  |  |  |  |  | $ | 77,516 |
Median |  | $ | 11,290 |  |  |  |  |  |  |  | 106,000 |  |  |  |  |  |  | $ | 49,272 |  |  |  |  |  |  | $ | 35,373 |  |  |  |  |  |  | $ | 48,953 |  |  |  |  |  |  | $ | 37,236 |
25th Percentile |  | $ | 8,406 |  |  |  |  |  |  |  | 40,000 |  |  |  |  |  |  | $ | 25,656 |  |  |  |  |  |  | $ | 10,238 |  |  |  |  |  |  | $ | 29,750 |  |  |  |  |  |  | $ | 11,314 |
MGM % Rank |  |  | 69P |  |  |  |  |  |  |  | 47P |  |  |  |  |  |  |  | 41P |  |  |  |  |  |  |  | 27P |  |  |  |  |  |  |  | 39P |  |  |  |  |  |  |  | 22P |

Source: Standard & Poor’s Capital IQ.

OBJECTIVES OF OUR COMPENSATION PROGRAM

The Human Capital and Compensation Committee’s primary objectives in setting total compensation opportunities and the elements of compensation for our NEOs are to:

| • |  | attract talented and experienced NEOs and retain their services on a long-term basis;

| • |  | motivate our NEOs to achieve our annual and long-term operating and strategic goals;

| • |  | align the interests of our NEOs with the interests of the Company and those of our stockholders; and

| • |  | encourage our NEOs to balance the management of long-term risks and performance with yearly performance.

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ELEMENTS OF COMPENSATION

In structuring our NEO compensation program, the Human Capital and Compensation Committee considers how each component of compensation motivates performance and promotes retention and sound long-term decision-making. The Human Capital and Compensation Committee also considers the requirements of our strategic plan and the needs of our business.

Our NEO compensation program consists of the following core components, which are designed to achieve the following objectives:

COMPENSATION ELEMENT |  | OBJECTIVE
Annual base salary |  | Attract and retain executive officers by fairly compensating them for performing the fundamental requirements of their positions.
Annual incentive bonus |  | Motivate executive officers to achieve specific annual financial and/or operational or strategic goals and objectives whose achievements are critical for near- and long-term success.
Long-term incentives |  | Align executive officers’ long-term interests with those of our stockholders and drive decisions and achieve goals that will help us to remain competitive and thrive in the competitive global gaming industry; reward executive officers for building and sustaining stockholder value; and retain executive officers both through growth in their equity value and the vesting provisions of our stock awards.
Deferred compensation opportunities |  | Promote retention and provide individual tax planning flexibility by providing opportunities to postpone receipt of compensation until after the end of covered employment.
Severance and change of control benefits; employment agreements |  | Attract, retain, and provide reasonable security to executive officers; encourage executives to make sound decisions in the interest of our long-term performance, regardless of personal employment risk.
Perquisites |  | Provide a market-competitive level of perquisites, which in some cases may be provided at little or no cost to us as an owner and operator of full-service resorts.

Annual Base Salary and Employment Agreements

We have employment agreements with each of our NEOs pursuant to which their annual base salaries are established, as described in the table below. For more detailed summaries of the employment agreements, see “Compensation Tables—Employment Agreements” below.

NEO |  | 2023 BASE SALARY |  |  | 2024 BASE SALARY |  |  | CHANGE YE 2023 TO YE 2024 |  |  | EMPLOYMENT AGREEMENT TERM EXPIRATION |
Mr. Hornbuckle |  |  | $2,000,000 |  |  |  | $2,000,000 |  |  |  | No Change |  |  |  | August 31, 2026 |
Mr. Halkyard |  |  | 1,100,000 |  |  |  | 1,100,000 |  |  |  | No Change |  |  |  | February 1, 2026 |
Mr. Sanders |  |  | 1,250,000 |  |  |  | 1,250,000 |  |  |  | No Change |  |  |  | August 31, 2025 |
Mr. Fritz |  |  | 1,250,000 |  |  |  | 1,250,000 |  |  |  | No Change |  |  |  | September 30, 2026 |
Mr. McManus |  |  | 900,000 |  |  |  | 900,000 |  |  |  | No Change |  |  |  | August 31, 2026 |

Annual Incentive Bonus

Fiscal Year 2024

Compensation Adjusted EBITDAR: 70% (NEOs other than Mr. Fritz); 50% (Mr. Fritz)

For 2024, the Human Capital and Compensation Committee determined to maintain the general design of the annual cash incentive bonus program for NEOs from the 2023 program, which provides for cash payouts (subject to certain limitations) based on the performance against a financial goal and performance against certain strategic and operational goals, as further described below. The primary component of the Company’s annual cash incentive bonus program for NEOs is adjusted “Actual” EBITDAR (“Compensation Adjusted EBITDAR,” as further described below). Specifically, for 2024, consistent with the determination for 2023, 70% of each NEO’s bonus (as further discussed below, a lower percentage was chosen for Mr. Fritz in order to incentivize Mr. Fritz to focus on the Company’s digital growth efforts) would be based on Compensation Adjusted EBITDAR.

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In 2023, the Human Capital and Compensation Committee made the determination to adjust the Compensation Adjusted EBITDAR metric to exclude the impact from MGM China, MGM Branding and Development, expense related to the Japan Integrated Resort (“IR”) development, and income from unconsolidated affiliates (including BetMGM).

For 2024, the Human Capital and Compensation Committee approved the following changes to the Compensation Adjusted EBITDAR metric: the adjustments were eliminated for MGM Branding and Development and expenses related to the Japan IR development; since COVID-19 no longer created uncertainty to MGM China’s operating results, Adjusted EBITDAR related to MGM China operations was included; and the 2024 Compensation Adjusted EBITDAR Target included BetMGM, LLC’s (“BetMGM”) target EBITDA in light of the increased strategic focus on the Company’s digital growth. As a result, an amount equal to MGM China’s and BetMGM’s target Adjusted EBITDAR or EBITDA, as applicable (which, for BetMGM, will be calculated on a one-month lag basis), multiplied by the Company’s percentage ownership in each for the performance period was included in the 2024 Compensation Adjusted EBITDAR Target. The annual incentive program also provided that the 2024 Compensation Adjusted EBITDAR Target could be adjusted during the year to the extent (i) the BetMGM Board approved a revised budget in 2024 that reduced BetMGM budgeted EBITDA by at least $10 million as a result of significant marketing or product related initiatives, or (ii) the CEO approved a revised budget for LeoVegas in 2024 to take into consideration new brand launches in new or existing jurisdictions and such launches are expected to impact LeoVegas EBITDA by at least $5 million; provided that any such adjustments had to be approved by the Human Capital and Compensation Committee.

Under the 2024 annual incentive program, the Human Capital and Compensation Committee reserved the right to increase, reduce or eliminate any participant’s award if it determined, in its sole discretion, that such an increase, reduction or elimination was appropriate with respect to the participant’s performance or any other factors material to the goals, purposes, and administration of the program. In establishing the 2024 annual incentive program, the Human Capital and Compensation Committee determined that, if it were to exercise this authority, some of the factors that it intended to consider were any unforeseen, unusual, or extraordinary gains, losses, expenses, revenues, charges, or credits not contemplated at the time of the bonus letter. The Human Capital and Compensation Committee believes that its ability to take these factors into account gives it increased ability to structure annual incentives in a way that recognizes individual performance and other factors relevant to measuring the Company’s success during the fiscal year. Any amounts earned in excess of 150% of a NEO’s target annual bonus are paid in Bonus dRSUs.

In January of 2025, the Human Capital and Compensation Committee determined that it would not increase, reduce, or eliminate any of the participants’ annual incentive awards for fiscal year 2024. Compensation Adjusted EBITDAR as calculated for 2024 for purposes of the 2024 annual incentive program was $4,259,561,000 for the year, which resulted in each NEO receiving approximately 88.3% of their target award for this component of the bonus.

Compensation Adjusted EBITDAR is a non-GAAP financial measure, meaning that it is not calculated and reported in accordance with generally accepted accounting principles in the U.S. For 2024, the following exclusions were approved to Compensation Adjusted EBITDAR to the extent not contemplated in the original calculation of Compensation Adjusted EBITDAR: (i) impairment of goodwill or other intangible assets, (ii) all third-party costs in connection with any significant unbudgeted acquisition, disposition, corporate reorganization (including spin-offs, split offs or similar transactions) or strategic initiatives regardless of whether the transaction was ultimately consummated (for purposes of this clause, an activity will be considered significant if the third-party costs incurred in connection with such activity exceed $2 million), (iii) gains or losses attributable to the consolidation of an entity previously not consolidated, (iv) EBITDAR attributable to any entity acquired by the Company during 2024 to the extent not included in the Compensation Adjusted EBITDAR Target, (v) gains or losses attributable to changes in tax laws, (vi) gains or losses attributable to changes in accounting principles, (vii) gains or losses associated with changes in ownership or fair value of investments in unconsolidated entities, (viii) gains or losses related to significant legal settlements in excess of insured amounts (for purposes of this clause a settlement will be significant if the associated gain or loss in excess of amounts insured exceeds $5 million), (ix) expenses not contemplated at the time of the determination of Compensation Adjusted EBITDAR Target related to significant strategic opportunities, including (A) license, permit or other fees or expenses incurred in connection with obtaining the right to develop or operate a commercial casino in any new jurisdiction, (B) obtaining licenses in any domestic or international jurisdiction to engage in sports betting or mobile gaming or (C) in connection with entering into unbudgeted new markets as part of the Company’s digital growth strategy, including any BetMGM brand launches in new markets to the extent a schedule of expenses is approved by the Human Capital and Compensation Committee (for purposes of this clause an opportunity will be considered significant if the expenses incurred in connection with such activity exceed $5 million), and (x) any other unforeseen, unusual or extraordinary gains, losses, expenses, revenues, charges or credits to the extent such event exceeds $5 million not contemplated at the time of the determination of Compensation Adjusted EBITDAR Targets to the extent approved by the Human Capital and Compensation Committee. For 2024, the Human Capital and

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Compensation Committee approved an adjustment pursuant to clause (ix) for expenses incurred by the Company in connection with the launch of the BetMGM brand in the Netherlands. No adjustments were made pursuant to clause (x).

Strategic Goals: 30% (NEOs other than Mr. Fritz); 50% (Mr. Fritz)

The Human Capital and Compensation Committee determined that the remaining 30% of an NEO’s bonus, other than Mr. Fritz as further described below, would be based on the following strategic goals.

Goal 1 – Execution of Strategic Plan in Consultation with the Board (weighted 20%): This goal encompassed (i) efforts undertaken to deliver on the following four strategic pillars as set forth in the Strategic Framework developed in consultation with the Board (i) customer centricity, (ii) gaming entertainment, (iii) global leadership and (iv) financial stewardship.

Goal 2 – Execution of Social Impact & Sustainability Strategy (weighted 10%): This goal reflected the conclusion of the Human Capital and Compensation Committee that the Company’s social impact and sustainability initiatives continue to be important to shareholders, and in order to appropriately incentivize management to focus on social impact and sustainability issues, participants should be evaluated on the success of the efforts undertaken towards achievement of the Company’s publicly disclosed 2025 long-term Social Impact and Sustainability Goals.

In January of 2025, the Human Capital and Compensation Committee determined that the NEOs, other than Mr. Fritz, achieved 100% on the goal related to Execution of Strategic Plan in consultation with the Board and 100% on the goal related to the Execution of Social Impact and Sustainability Strategy.

With respect to Goal 1, the Human Capital and Compensation Committee based its determination on several factors, including:

| • |  | Customer Centric.  In 2024, management successfully delivered on its commitment to provide exceptional guest experiences, which was reflected in achieving record high Gold tier member and above NPS scores from our MGM Rewards members. In addition, the Company successfully completed the integration of The Composition of Las Vegas into the enterprise and capitalized on the strategic alliance with Marriott International, with actualized room nights related to the program significantly exceeding budget. We also successfully transitioned the Delano at Mandalay Bay to W Las Vegas in December of 2024, providing guests with a new sophisticated luxury experience on The Strip. Finally, we elevated and refined the Company’s service standards and executed on major improvements to the guest arrival experience.

| • |  | Gaming Entertainment.  We made significant progress in executing the Company’s digital strategy through the formation of a venture with Grupo Globo, Latin America’s largest media group, acquired the U.S. sportsbook and online casino from Tipico Group, an award-winning platform that will allow LeoVegas to operate a proprietary sports betting platform and launched live dealer offerings from two of our Las Vegas properties through a third party platform. In addition, we continued to make significant progress towards the development of our integrated resort project in Japan and the Japan venture closed on the country’s largest project financing to date. Finally, we made progress in delivering immersive experiences at our domestic properties and owned, operated and produced The Netflix Slam.

| • |  | Global Leadership. The Company continued to position itself as a global industry leader with Mr. Hornbuckle speaking at a number of industry events and in 2025 he will assume the position as the National Chair of the US Travel Association, which is the leading national travel and tourism and trade association.

| • |  | Financial Stewardship. The Company executed on numerous transactions to maintain the strength of our balance sheet, including an amendment and extension of our Revolving Credit Facility, which extended the maturity from November 2026 to February 2029 and increased our capacity by $610 million to $2.285 billion. Further, we completed two senior note offerings, which allowed us to refinance maturities. In addition, the Company assisted with the capital raising activities at MGM China and our Japan venture. We also strategically deployed capital in 2024, targeting our luxury properties to provide our guests with enhanced offerings and unique experiences. Finally, we continued to return capital to shareholders, repurchasing over 33 million shares in 2024.

With respect to Goal 2, the Human Capital & Compensation Committee based its determination primarily on the achievement of previously established goals as part of the Company’s Social Impact and Sustainability Strategy. We assessed, among other things, efforts undertaken to progress the publicly disclosed 2025 long-term social impact and sustainability goals. In particular, the Human Capital & Compensation Committee considered that at the time of

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determination, nine of the original goals established in 2018 met the original targets, with several of these goals achieved well ahead of schedule and with five of these goals having been reset to be more ambitious. The Committee further considered that three goals established in 2018 relating to management diversity, food insecurity programs and energy efficiency are expected to be achieved by year-end 2024.

The following tables set forth the percentages of achievement for the different bonus metrics and the bonus amounts payable to the NEOs (other than Mr. Fritz):

|  |  |  | Performance Goals |  | Actual |  | Funding
Measure |  | Weighting |  | Threshold |  | Target |  | Maximum |  | Results |  | (% Target)
Compensation Adjusted EBITDAR ($ Mils) |  |  |  | 70 | % |  |  |  | 3,575 |  |  |  |  | 4,469 |  |  |  |  | 5,139 |  |  |  |  | 4,260 |  |  |  |  | 88.3 | %
Strategic Plan |  |  |  | 20 | % |  |  |  | n/a |  |  |  |  | n/a |  |  |  |  | n/a |  |  |  |  | n/a |  |  |  |  | 100 | %
Social Impact and Sustainability Goal |  |  |  | 10 | % |  |  |  | n/a |  |  |  |  | n/a |  |  |  |  | n/a |  |  |  |  | n/a |  |  |  |  | 100 | %
Total |  |  |  | 100 | % |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 91.8 | %

With respect to Mr. Fritz, 50% of his bonus is based on achievement of the Compensation Adjusted EBITDAR Target in order to incentivize Mr. Fritz to focus on the Company’s digital growth efforts as described above, with the remaining 50% based on the achievement of the following two strategic goals:

Goal 1 – Execution of Digital Strategy (weighted 40%). This goal relates to Mr. Fritz’s oversight of LeoVegas and BetMGM’s performance and his efforts undertaken in 2024 to execute on strategic transactions to assist the Company in achieving its digital growth strategy.

Goal 2 – Promote the Company’s Employees and Culture (weighted 10%). This goal relates to leadership reflected by Mr. Fritz in promoting the Company’s culture of compliance and integrity.

In January of 2025, the Human Capital and Compensation Committee determined that Mr. Fritz achieved 87.5% on the goal related to Execution of Digital Strategy and 100% on the goal related to Promote the Company’s Employees and Culture.

With respect to Goal 1, the Human Capital and Compensation Committee based its determination on several factors, including:

| • |  | Progress in executing on the Company’s digital strategy, including the launch of the BetMGM brand in two new markets, the formation of a venture with Grupo Globo to launch a sports betting and iGaming company in Brazil, the acquisition of Tipico’s U.S. sportsbook and online casino, the launch by Push Gaming of MGM branded games and the strategic relationship with Playtech to create unique live casino content for digital operators.

| • |  | The performance of the Company’s digital business.

With respect to Goal 2, the Human Capital & Compensation Committee based its determination on several factors, including:

| • |  | Successfully building a team of executives in Brazil in connection with the formation of the venture with Grupo Globo and successful integration of the employees acquired as part of the Tipico transaction.

The following tables set forth the percentages of achievement for the different bonus metrics and the bonus amounts payable to Mr. Fritz:

|  |  |  | Performance Goals |  | Actual |  | Funding
Measure |  | Weighting |  | Threshold |  | Target |  | Maximum |  | Results |  | (% Target)
Compensation Adjusted EBITDAR ($ Mils) |  |  |  | 50 | % |  |  |  | 3,575 |  |  |  |  | 4,469 |  |  |  |  | 5,139 |  |  |  |  | 4,260 |  |  |  |  | 88.3 | %
Digital Strategy |  |  |  | 40 | % |  |  |  | n/a |  |  |  |  | n/a |  |  |  |  | n/a |  |  |  |  | n/a |  |  |  |  | 87.5 | %
Employees and Culture |  |  |  | 10 | % |  |  |  | n/a |  |  |  |  | n/a |  |  |  |  | n/a |  |  |  |  | n/a |  |  |  |  | 100 | %
Total |  |  |  | 100 | % |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 89.1 | %

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Executive Compensation

The following table sets forth the achievement by each named executive officer of the annual bonus in 2024.

|  | Current Employment Agreement |  | 2024 TARGET BONUS |  | 2024 ACTUAL BONUS |  | ACTUAL BONUS AS % OF 2024 TARGET
NEO |  | Salary |  | Target Bonus% |  |  |  |  |  |
Mr. Hornbuckle |  |  | $ | 2,000,000 |  |  |  |  | 200 | % |  |  | $ | 4,000,000 |  |  |  | $ | 3,672,373 |  |  |  |  | 91.8 | %
Mr. Halkyard |  |  |  | 1,100,000 |  |  |  |  | 150 | % |  |  |  | 1,650,000 |  |  |  |  | 1,514,854 |  |  |  |  | 91.8 | %
Mr. Sanders |  |  |  | 1,250,000 |  |  |  |  | 175 | % |  |  |  | 2,187,500 |  |  |  |  | 2,008,329 |  |  |  |  | 91.8 | %
Mr. Fritz |  |  |  | 1,250,000 |  |  |  |  | 100 | % |  |  |  | 1,250,000 |  |  |  |  | 1,114,369 |  |  |  |  | 89.1 | %
Mr. McManus |  |  |  | 900,000 |  |  |  |  | 125 | % |  |  |  | 1,125,000 |  |  |  |  | 1,032,855 |  |  |  |  | 91.8 | %

Mr. Fritz’s 2022 employment agreement (which is further described at page 62) provided for a potential bonus of $2 million, payable 50% in RSUs and 50% in cash, based on the successful launch of a defined digital offering on an MGM property. The Human Capital & Compensation Committee determined in August of 2024 that 50% of the potential bonus has been earned based on the Company’s entry into an agreement with Playtech to provide a digital offering with respect to live dealer. The remaining 50% remains contingent on achievement of additional milestones with respect to the delivery of digital content.

Fiscal Year 2025

For fiscal year 2025, the Human Capital and Compensation Committee has determined to continue with a meaningful financial goal for the full fiscal year. The Human Capital and Compensation Committee continues to believe that Compensation Adjusted EBITDAR is an important component of the Company’s annual incentive bonus and, as a result, has determined to increase the weighting of the full year Compensation Adjusted EBITDAR goal (the “2025 Compensation Adjusted EBITDAR Target”), from 70% to 75% for Messrs. Hornbuckle, Halkyard, Sanders and McManus. For Mr. Fritz, the weighting will remain at 50%. Consistent with 2024, an amount equal to MGM China and BetMGM’s target Adjusted EBITDAR or EBITDA, as applicable, multiplied by the Company’s percentage ownership in each for the performance period will be included in the 2025 Compensation Adjusted EBITDAR Target. Furthermore, in light of the 2024 formation of Boa Lion, our venture with Grupo Globo in Brazil, the 2025 Compensation Adjusted EBITDAR Target will also include an amount equal to Boa Lion’s target Adjusted EBITDA multiplied by the Company’s percentage ownership in Boa Lion. The 2025 Compensation Adjusted EBITDAR Target approved by the Human Capital and Compensation Committee was consistent with the EBITDA approved by the Board in the budgeting process for 2025, as further adjusted for the Company’s rent. In addition, in light of challenges in budgeting the Company’s digital growth business, the funding curve for the 2025 bonus will be modified, including 100% funding on this component to the extent management achieves 96% to 104% of the Compensation Adjusted EBITDAR Target. Participants will be able to achieve 200% of their target bonus for maximum achievement of this goal.

With respect to Messrs. Hornbuckle, Halkyard, Sanders and McManus, the remaining 25% will be determined based on execution of the Company’s Strategic Plan in consultation with the Board. Participants will be able to achieve 200% of their target bonus for maximum achievement of this goal.

With respect to Mr. Fritz, the remaining 50% will be determined based on the achievement of the following goals (1) Execution of Digital Strategy (weighted 40%), (2) Promoting the Company’s Employees and Culture (weighted 10%). Mr. Fritz will be able to achieve 200% of his target bonus for maximum achievement of these goals.

Long-Term Equity Incentives

For 2024, our LTI compensation component consisted of grants of Absolute TSR PSUs, Relative TSR PSUs and RSUs. All forms of equity awards include dividend equivalent rights (that is, at the time dividends are paid to other stockholders of the Company, additional units are credited to the underlying equity award as if the dividend payments were immediately reinvested, which additional shares are subject to the same vesting and performance criteria as the underlying equity award).

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Executive Compensation

Absolute TSR PSUs: 30% of LTI

The Absolute TSR PSU concept is that, while an executive is awarded a target number of shares to be paid at the end of a three-year cliff vesting period, (1) the actual number of shares earned depends on the Company’s TSR over the vesting period, and (2) the target number of shares can only be earned if stock price appreciation measured over the three-year performance period, as adjusted for dividends, is at least 25%. The table below illustrates how payouts are calculated based on level of achievement. The beginning and ending prices are based on the average closing price of our common stock over the 60-calendar day period ending on the award date and the third anniversary of the award date, respectively. In the case of a change in control, the ending stock price is based on the stock price as of the date of the change in control, after giving effect to the payment of any dividends after the grant date and prior to the change in control.

|  | Performance1 |  | Payout
|  | Change vs. Target |  | Absolute TSR |  | Shares Earned2 |  | Value Delivered3
Maximum |  |  |  | +60 | % |  |  |  | +100 | % |  |  |  | 160 | % |  |  |  | 320 | %
|  |  |  | +20 | % |  |  |  | +50 | % |  |  |  | 120 | % |  |  |  | 180 | %
Target |  |  |  | +0 | % |  |  |  | +25 | % |  |  |  | 100 | % |  |  |  | 125 | %
|  |  |  | -20 | % |  |  |  | +0 | % |  |  |  | 80 | % |  |  |  | 80 | %
Threshold |  |  |  | -40 | % |  |  |  | -25 | % |  |  |  | 60 | % |  |  |  | 45 | %
|  |  |  | <-40 | % |  |  |  | <-25 | % |  |  |  | 0 | % |  |  |  | 0 | %

1 | Measured using the 60-day average closing price on the date of grant.

2 | Linear interpolation between defined points.

3 | Assumes absolute TSR PSUs have an accounting value equal to the share price at grant.

While Absolute TSR PSUs provide some value even when the stock price declines (so long as the ending stock price is at least 75% of the beginning stock price), this design feature strongly magnifies the benefit of an increased stock price and the detriment of a decreased price.

Relative TSR PSUs: 30% of LTI

The Relative TSR PSU concept is that, while an executive is awarded a target number of shares to be paid at the end of a three-year cliff vesting period, the actual number of shares to be issued upon vesting is determined by ranking (1) the percentage increase/decrease in the Company’s value over the three-year measuring period, against (2) the percentage increase/decrease in value of the other companies in the S&P 500 at the time of grant. For this purpose, dividends are treated as reinvested in additional shares. The amount of shares ultimately received by the NEO at the end of the three-year period is based on the relative ranking of the Company’s TSR to the S&P 500 group. The table below illustrates how payouts are calculated based on level of achievement.

Performance |  | Relative TSR |  | Funding (% Target)1,2
Maximum |  | 75P |  |  | 150% |
|  | 70P |  |  | 140% |
|  | 65P |  |  | 130% |
|  | 60P |  |  | 120% |
|  | 55P |  |  | 110% |
Target |  | 50P |  |  | 100% |
|  | 45P |  |  | 90% |
|  | 40P |  |  | 80% |
|  | 35P |  |  | 70% |
|  | 30P |  |  | 60% |
Threshold |  | 25P |  |  | 50% |
|  | <25P |  |  | 0% |

1. | Linear interpolation between defined points.

2. | Funding capped at 100% of target if absolute TSR is negative, unless relative TSR is above the 75th percentile.

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Executive Compensation

RSUs: 40% of LTI

The Human Capital and Compensation Committee continues to believe that RSUs should comprise a portion of the executive’s long-term incentives as they meaningfully support retention and tie executive compensation to our stock’s performance. In 2024 the Human Capital and Compensation Committee determined to reduce the vesting period on the RSUs from four years to three years for RSUs granted in September 2024 and thereafter. The Human Capital and Compensation Committee believed that this change was important to promoting retention, employee engagement and aligning the Company’s practices with that of its peers and the broader market.

Each RSU entitles the holder to receive one share of our stock at vesting, with vesting being subject to continued employment through the applicable vesting dates. While the value of the RSUs fluctuates with Company performance (as reflected in the price of the Company’s stock), the RSUs retain some value even in situations where no PSUs are earned due to insufficient price performance, which encourages recipients to balance our short-term performance with the management of our long-term risks and stock performance.

As in previous years, in making grants of Absolute TSR PSUs, Relative TSR PSUs, and RSUs to the NEOs in October 2024, the Human Capital and Compensation Committee continued to emphasize performance-based awards and allocated approximately 40% to RSUs, 30% to Absolute TSR PSUs and 30% to Relative TSR PSUs, based on fair value at the grant date. The Human Capital and Compensation Committee determined the size of each NEO’s award through a process that evaluated each NEO’s overall role in and contributions to the Company and other relevant factors, including competitive market data.

In determining the size of the awards, the Human Capital and Compensation Committee does not take into account the value realized by a NEO during the applicable fiscal year as a result of the vesting or settlement of equity awards granted during a prior year; the Human Capital and Compensation Committee believes that value realized by a NEO from any such equity award relates to services provided during the year of the grant or period of vesting. The Human Capital and Compensation Committee does not time the issuance or grant of any equity-based awards with the release of material, non-public information, nor do we time the release of material non-public information for the purpose of affecting the value of equity awards.

The Human Capital and Compensation Committee awarded equity-based compensation to our NEOs in 2024 as follows:

NEO |  | AWARD TYPE |  | GRANT DATE |  | UNITS |  | GRANT DATE FAIR VALUE OF AWARDS
Mr. Hornbuckle |  | RSU |  |  |  | 10/07/2024 |  |  |  |  | 97,324 |  |  |  |  | $4,000,000 |
|  | Absolute TSR PSU |  |  |  | 10/07/2024 |  |  |  |  | 69,293 |  |  |  |  | 3,000,000 |
|  | Relative TSR PSU |  |  |  | 10/07/2024 |  |  |  |  | 65,938 |  |  |  |  | 3,000,000 |
Mr. Halkyard |  | RSU |  |  |  | 10/07/2024 |  |  |  |  | 26,764 |  |  |  |  | $1,100,000 |
|  | Absolute TSR PSU |  |  |  | 10/07/2024 |  |  |  |  | 19,056 |  |  |  |  | 825,000 |
|  | Relative TSR PSU |  |  |  | 10/07/2024 |  |  |  |  | 18,133 |  |  |  |  | 825,000 |
Mr. Sanders |  | RSU |  |  |  | 10/07/2024 |  |  |  |  | 36,497 |  |  |  |  | $1,500,000 |
|  | Absolute TSR PSU |  |  |  | 10/07/2024 |  |  |  |  | 25,985 |  |  |  |  | 1,125,000 |
|  | Relative TSR PSU |  |  |  | 10/07/2024 |  |  |  |  | 24,727 |  |  |  |  | 1,125,000 |
Mr. Fritz |  | RSU |  |  |  | 10/07/2024 |  |  |  |  | 36,497 |  |  |  |  | $1,500,000 |
|  | Absolute TSR PSU |  |  |  | 10/07/2024 |  |  |  |  | 25,985 |  |  |  |  | 1,125,000 |
|  | Relative TSR PSU |  |  |  | 10/07/2024 |  |  |  |  | 24,727 |  |  |  |  | 1,125,000 |
Mr. McManus |  | RSU |  |  |  | 10/07/2024 |  |  |  |  | 21,898 |  |  |  |  | $  900,000 |
|  | Absolute TSR PSU |  |  |  | 10/07/2024 |  |  |  |  | 15,591 |  |  |  |  | 675,000 |
|  | Relative TSR PSU |  |  |  | 10/07/2024 |  |  |  |  | 14,836 |  |  |  |  | 675,000 |

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Executive Compensation

Results of Performance Achieved during 2021-2024 Performance Period for PSUs granted in 2021

In October 2021, the Company granted Absolute TSR PSU awards that were scheduled to cliff-vest based on the level of the Company’s share price appreciation measured over the applicable three-year performance period ending on October 4, 2024. In addition, in October 2021, the Company granted Relative TSR PSU awards that were scheduled to cliff-vest based on the Company’s relative TSR performance versus other companies in the S&P 500 over the three-year performance period that ended on October 4, 2024. Following the completion of the applicable performance period, it was determined that (i) for Absolute TSR PSUs, the ending average stock price (including the value of reinvested dividends) of $37.61 was equal to 72.05% of the “target price” of $52.20, and (ii) for Relative TSR PSUs, the Company’s TSR of (9.93)% placed the Company’s absolute percentile ranking at the 25.6th percentile of the S&P 500. As a result, the executive officers became eligible to receive a number of shares equal to approximately 72.05% and 51.23% of their target number of Absolute TSR PSUs and Relative TSR PSUs, respectively.

NEO |  | AWARD TYPE |  | GRANT DATE |  |  | Target Shares1 |  |  | Performance |  | Shares to be issued2
Mr. Hornbuckle |  | Absolute TSR PSU |  |  | 10/04/2021 |  |  |  | 51,288 |  |  | 72.05% |  | 36,950
|  | Relative TSR PSU |  |  | 10/04/2021 |  |  |  | 47,051 |  |  | 51.23% |  | 24,104
Mr. Halkyard |  | Absolute TSR PSU |  |  | 10/04/2021 |  |  |  | 9,616 |  |  | 72.05% |  | 6,928
|  | Relative TSR PSU |  |  | 10/04/2021 |  |  |  | 8,822 |  |  | 51.23% |  | 4,519
Mr. Sanders |  | Absolute TSR PSU |  |  | 10/04/2021 |  |  |  | 25,227 |  |  | 72.05% |  | 18,174
|  | Relative TSR PSU |  |  | 10/04/2021 |  |  |  | 23,143 |  |  | 51.23% |  | 11,856
Mr. McManus |  | Absolute TSR PSU |  |  | 10/04/2021 |  |  |  | 11,219 |  |  | 72.05% |  | 8,082
|  | Relative TSR PSU |  |  | 10/04/2021 |  |  |  | 10,293 |  |  | 51.23% |  | 5,272

1. | The target shares amount includes dividend equivalent units earned during the performance period.

2. | Fractional shares are paid out in cash and therefore excluded from the shares to be issued total.

In addition, in December 2021, the Company granted Mr. Fritz Absolute TSR PSU awards that were scheduled to cliff-vest based on the level of the Company’s share price appreciation measured over the applicable three-year performance period ending on December 1, 2024. Also in December 2021, the Company granted Mr. Fritz Relative TSR PSU awards that were scheduled to cliff-vest based on the Company’s relative TSR performance versus other companies in the S&P 500 over the three-year performance period that ended on December 1, 2024. Following the completion of the applicable performance period, it was determined that (i) for Absolute TSR PSUs, the ending average stock price (including the value of reinvested dividends) of $38.84 was equal to 67.69% of the “target price” of $57.38, and (ii) for Relative TSR PSUs, the Company’s TSR of (15.43)% placed the Company’s absolute percentile ranking at the 20.94th percentile of the S&P 500. As a result, Mr. Fritz became eligible to receive a number of shares equal to approximately 67.69% and 0.0% of their target number of Absolute TSR PSUs and Relative TSR PSUs, respectively.

NEO |  | AWARD TYPE |  | GRANT DATE |  |  | Target Shares1 |  |  | Performance |  | Shares to be issued2
Mr. Fritz |  | Absolute TSR PSU |  |  | 12/01/2021 |  |  |  | 32,511 |  |  | 67.69% |  | 22,005
|  | Relative TSR PSU |  |  | 12/01/2021 |  |  |  | 32,511 |  |  | 0.0% |  | —

1. | The target shares amount includes dividend equivalent units earned during the performance period.

2. | Fractional shares are paid out in cash and therefore excluded from the shares to be issued total.

Deferred Compensation Opportunities

Under our Nonqualified Deferred Compensation Plan (the “DCP”), our NEOs may elect to defer up to 50% of their base salary or 75% of the cash portion of their bonus on a pre-tax basis and accumulate tax-deferred earnings on their accounts. All of our NEOs are eligible to participate in the DCP. See “Compensation Tables—Nonqualified Deferred Compensation.” We believe that providing our NEOs with this deferral option is a cost-effective way to permit them to receive the tax benefits associated with delaying the income tax event on the compensation deferred, even though the related deduction for us also is deferred. The plan allows NEOs to allocate their account balances among different measurement options which are used as benchmarks for calculating amounts that are credited or debited to their account

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##### Table of Contents

Executive Compensation

balances (for tax reasons, no ownership interest in the underlying funds is acquired). Our NEOs are also eligible to participate in our retirement savings plan under Section 401(k) of the Internal Revenue Code.

Severance and Change of Control Benefits

We believe that severance protections, including in the context of a change of control transaction, are important in attracting and retaining key executive officers. In addition, we believe they help ensure leadership continuity and sound decisions in the interest of our long-term success, particularly at times of major business transactions. We have agreed to provide our NEOs with severance benefits in the event that their employment is terminated (1) by us other than for good cause, (2) by them for good cause, or (3) as a result of their death or disability. Other than for equity awards that are not assumed by a purchaser as part of a change of control, no benefits are payable solely as a result of a change of control (i.e., there are no single trigger benefits), and the Human Capital and Compensation Committee has determined not to enter into any future agreements with executive officers that contain single trigger change of control benefits.

The Human Capital and Compensation Committee believes the services of our NEOs are extremely marketable, and that in retaining their services it is therefore necessary to provide them with severance benefits. When determining the level of the severance benefits to be offered, the Human Capital and Compensation Committee also considers competitive market practices and the period of time it would normally take for an executive officer to find comparable employment. Details of the specific severance benefits available under various termination scenarios for our NEOs as of December 31, 2024, are discussed below in “Executive Compensation—Estimated Benefits upon Termination.”

Retirement, Death & Disability—Treatment of Equity Awards

Retirement is defined as a voluntary resignation by the participant with 90 days advance written notice where the participant’s age plus service equals at least 65, with a minimum age of 55 and 5 years of service. It applies to equity awards outstanding for at least six months prior to the date of retirement. Participants are entitled to (i) continued vesting in full of all RSUs, (ii), with respect to participants other than Messrs. Hornbuckle, McManus, and Sanders, continued vesting of a pro-rated portion of their PSU awards based upon the number of months employed during the applicable performance or vesting period and, (iii), with respect to Messrs. Hornbuckle, McManus, and Sanders, continued vesting in full of their outstanding and unvested PSU awards. Vesting of PSUs remains subject to achievement of underlying performance objectives. The retirement benefits are contingent upon compliance with certain confidentiality, non-solicitation and non-competition obligations set forth in the applicable award forms.

In the case of death or disability, the participant is entitled to full acceleration and payment of all such time-based awards as of the date of termination. Relative TSR PSUs will accelerate and vest in full based on relative performance through the date of termination. Absolute TSR PSUs will accelerate and vest in full based on target, if such termination is within the first twelve months of the performance period, or after such twelve-month period, based on annualized actual performance through the date of termination.

Perquisites and Other Benefits

We pay premiums and other expenses for group life insurance, short-term disability insurance, long-term disability insurance, and business travel insurance on behalf of our NEOs. As an owner and operator of full-service resorts, we are able from time to time to provide benefits relating to hotel services, including in-town transportation, to our NEOs at little or no additional cost to us. We currently provide our NEOs with access to the fitness facilities located in the hotel where they are officed. In addition, for our convenience and the convenience of our NEOs, we provide complimentary meals for business purposes at our restaurants. From time to time, we also provide relocation benefits to certain executive officers in order to assist such executives with their transition to living and working in Las Vegas, which we believe serves as an appropriate recruitment tool.

Under certain circumstances, executive officers are required by us to perform services in states other than their states of employment. As a result, such officers may incur incremental income tax obligations to such other states. To the extent there is no tax credit available in the applicable state of employment (for example, in Nevada), the Human Capital and Compensation Committee has approved equalization payments covering the incremental state income tax obligations resulting from our requiring such executives to work in states other than the state where their services are normally rendered. This puts the executives in the same economic position as though they had worked in their normal places of business.

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Executive Compensation
Pursuant to his employment agreement, Mr. Hornbuckle is entitled to request the personal use of MGM’s aircrafts, but he must reimburse us for costs associated with such use to the extent the value (which we calculate based on the aggregate incremental cost to us) exceeds $250,000. In 2024, the aggregate incremental cost of Mr. Hornbuckle’s personal use of the aircraft was $131,078, which was below the cap. See the Summary Compensation Table for additional details.
OTHER COMPENSATION MATTERS
Prohibition on Short Sales, Derivatives Trading and Pledging and Hedging of Company Securities.
Our insider trading policy provides that certain employees (including our NEOs and other executive officers) and our directors may not enter into short sales of our securities or buy or sell exchange-traded options on our securities. Our insider trading policy prohibits pledging or hedging of our securities by NEOs, executive officers and directors.
Equity Awards
We did not grant stock options or other similar types of awards in 2024 and we did not have any outstanding option awards as of December 31, 2024. Moreover, we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Compensation Risk Assessment
As part of its oversight, the Human Capital and Compensation Committee considers the impact of our executive compensation program, and the incentives created by the compensation awards that it administers, on our risk profile. We believe that our pay philosophy provides an effective balance in cash and equity mix, short- and longer-term performance periods, financial and
non-financial
performance, and allows for the Human Capital and Compensation Committee’s exercise of discretion. Further, policies to mitigate compensation-related risk include vesting periods on LTIs, stock ownership guidelines, insider-trading prohibitions, clawbacks, and independent Human Capital and Compensation Committee oversight. Based upon this review, both for our executive officers and all other employees, the Human Capital and Compensation Committee has concluded that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us.
H
UMAN
C
APITAL
AND
C
OMPENSATION
C
OMMITTEE
R
EPORT
The Human Capital and Compensation Committee of the Board has reviewed and discussed with management the “Compensation Discussion and Analysis” included in this Proxy Statement. Based on the Human Capital and Compensation Committee’s review and discussion with management, the Human Capital and Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
ALEXIS HERMAN, Chair
KEITH BARR (effective as of January 8, 2025)
MARY CHRIS JAMMET
ROSE MCKINNEY-JAMES
DANIEL J. TAYLOR
BEN WINSTON
The foregoing report of the Human Capital and Compensation Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such report by reference
therein
.

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##### Table of Contents

Compensation Tables

COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table summarizes the compensation of the NEOs for the years ended December 31, 2024, 2023 and 2022.

NAME AND TITLE |  | YEAR |  | SALARY(A) |  | BONUS |  | STOCK AWARDS(B) |  | NON-EQUITY INCENTIVE PLAN COMPENSATION(C) |  | ALL OTHER COMPENSATION(D) |  | TOTAL
William J. Hornbuckle Chief Executive Officer and President |  |  |  | 2024 |  |  |  | $ | 2,000,000 |  |  |  | $ | — |  |  |  | $ | 10,000,000 |  |  |  | $ | 3,672,373 |  |  |  | $ | 147,211 |  |  |  | $ | 15,819,584 |
|  |  | 2023 |  |  |  |  | 2,000,000 |  |  |  |  | — |  |  |  |  | 10,000,000 |  |  |  |  | 4,774,912 |  |  |  |  | 228,882 |  |  |  |  | 17,003,794 |
|  |  | 2022 |  |  |  |  | 1,667,123 |  |  |  |  | — |  |  |  |  | 10,000,000 |  |  |  |  | 4,328,524 |  |  |  |  | 242,428 |  |  |  |  | 16,238,075 |
Jonathan S. Halkyard Chief Financial Officer and Treasurer |  |  |  | 2024 |  |  |  | $ | 1,100,000 |  |  |  | $ | — |  |  |  | $ | 2,750,000 |  |  |  | $ | 1,514,854 |  |  |  | $ | 19,023 |  |  |  | $ | 5,383,877 |
|  |  | 2023 |  |  |  |  | 1,100,000 |  |  |  |  | — |  |  |  |  | 2,750,000 |  |  |  |  | 1,969,651 |  |  |  |  | 20,895 |  |  |  |  | 5,840,546 |
|  |  | 2022 |  |  |  |  | 966,849 |  |  |  |  | — |  |  |  |  | 2,750,000 |  |  |  |  | 2,017,774 |  |  |  |  | 41,017 |  |  |  |  | 5,775,640 |
Corey Sanders Chief Operating Officer |  |  |  | 2024 |  |  |  | $ | 1,250,000 |  |  |  | $ | — |  |  |  | $ | 3,750,000 |  |  |  | $ | 2,008,329 |  |  |  | $ | 19,344 |  |  |  | $ | 7,027,673 |
|  |  | 2023 |  |  |  |  | 1,250,000 |  |  |  |  | — |  |  |  |  | 3,750,000 |  |  |  |  | 2,611,280 |  |  |  |  | 18,475 |  |  |  |  | 7,629,755 |
|  |  | 2022 |  |  |  |  | 1,083,562 |  |  |  |  | — |  |  |  |  | 3,750,000 |  |  |  |  | 2,423,189 |  |  |  |  | 19,163 |  |  |  |  | 7,275,914 |
Gary Fritz President, Interactive |  |  |  | 2024 |  |  |  | $ | 1,250,000 |  |  |  | $ | — |  |  |  | $ | 3,750,000 |  |  |  | $ | 2,114,369 |  |  |  | $ | 7,910 |  |  |  | $ | 7,122,279 |
|  |  | 2023 |  |  |  |  | 1,250,000 |  |  |  |  | — |  |  |  |  | 3,750,000 |  |  |  |  | 1,398,418 |  |  |  |  | — |  |  |  |  | 6,398,418 |
|  |  | 2022 |  |  |  |  | 382,830 |  |  |  |  | — |  |  |  |  | 3,750,000 |  |  |  |  | 312,500 |  |  |  |  | 9,361 |  |  |  |  | 4,454,691 |
John McManus Chief Legal and Administrative Officer and Secretary |  |  |  | 2024 |  |  |  | $ | 900,000 |  |  |  | $ | — |  |  |  | $ | 2,250,000 |  |  |  | $ | 1,032,855 |  |  |  | $ | 23,883 |  |  |  | $ | 4,206,738 |
|  |  | 2023 |  |  |  |  | 900,000 |  |  |  |  | — |  |  |  |  | 2,250,000 |  |  |  |  | 1,342,944 |  |  |  |  | 25,078 |  |  |  |  | 4,518,022 |
|  |  | 2022 |  |  |  |  | 766,849 |  |  |  |  | — |  |  |  |  | 2,250,000 |  |  |  |  | 1,305,818 |  |  |  |  | 42,556 |  |  |  |  | 4,365,223 |

(A) | See “Compensation Discussion and Analysis-Elements of Compensation-Annual Base Salary and Employment Agreements.

(B) | For 2024, consists of RSUs, Absolute TSR PSUs and Relative TSR PSUs. The 2024 RSU awards vest ratably over the three-year period following the grant date. The 2022 and 2023 RSU awards vest ratably over the four-year period following the grant date. There are no thresholds or maximums (or equivalent items). The grant date fair value for the Absolute TSR PSUs and the Relative TSR PSUs were computed in accordance with FASB ASC 718 using a Monte Carlo simulation. Assuming the highest performance condition would be achieved, the grant date fair values of the Absolute TSR PSUs are $4.8 million, $1.3 million, $1.8 million, $1.8 million, and $1.1 million for Mr. Hornbuckle, Mr. Halkyard, Mr. Sanders, Mr. Fritz, and Mr. McManus, respectively. Assuming the highest performance condition would be achieved, the grant date fair values of the Relative TSR PSUs are $4.5 million, $1.2 million, $1.7 million, $1.7 million, and $1.0 million for Mr. Hornbuckle, Mr. Halkyard, Mr. Sanders, Mr. Fritz, and Mr. McManus, respectively. See “Compensation Discussion and Analysis—Long-Term Equity Incentives” for more information, including information relating to vesting and payouts.

(C) | Consists of compensation earned under the 2024, 2023 and 2022 annual incentive program, including the value of Bonus dRSUs, as described in “Compensation Discussion and Analysis.” For Mr. Fritz, includes a $1,000,000 bonus payment pursuant to the terms of his Employment Agreement that was paid in 2024 in connection with the Company’s entry into an agreement with Playtech to provide a digital offering with respect to live dealer, which consisted of $500,000 in cash and an RSU award with an accounting value of $500,000.

(D) | All other compensation for 2024 consists of the following:

NAME |  | PERSONAL USE OF COMPANY AIRCRAFT(A) |  | 401(k) MATCH |  | INSURANCE PREMIUMS AND BENEFITS(B) |  | OTHER PERQUISITES(C) |  | TOTAL OTHER COMPENSATION
Mr. Hornbuckle |  |  | $ | 131,078 |  |  |  | $ | 9,900 |  |  |  | $ | 6,009 |  |  |  | $ | 224 |  |  |  | $ | 147,211 |
Mr. Halkyard |  |  |  | — |  |  |  |  | 9,900 |  |  |  | $ | 8,701 |  |  |  |  | 422 |  |  |  |  | 19,023 |
Mr. Sanders |  |  |  | — |  |  |  |  | 9,900 |  |  |  | $ | 6,791 |  |  |  |  | 2,653 |  |  |  |  | 19,344 |
Mr. Fritz |  |  |  | — |  |  |  |  | — |  |  |  | $ | 7,910 |  |  |  |  | — |  |  |  |  | 7,910 |
Mr. McManus |  |  |  | 1,794 |  |  |  |  | 9,900 |  |  |  | $ | 12,189 |  |  |  |  | — |  |  |  |  | 23,883 |

| (A) | The amounts in this column represent the value of personal use of our aircraft, which was determined based on the aggregate incremental cost to us. Aggregate incremental cost was calculated based on average variable operating cost per flight hour multiplied by personal flight hours attributable to each NEO, less any amounts the NEO reimburses. The average variable operating cost per hour was calculated based on aggregate variable costs for each year, including fuel, engine reserves, trip-related repair and maintenance costs,

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| travel expenses for flight crew, landing costs, related catering and miscellaneous handling charges, divided by the aggregate hours flown. Fixed costs, such as flight crew salaries, wages and other employment costs, training, certain maintenance and inspections, depreciation, hangar rent, utilities, insurance and taxes are not included in aggregate incremental cost since these expenses are incurred by us irrespective of personal use of aircraft.

| (B) | The amounts in this column represent premiums and other expenses for group life insurance, short term disability insurance, long term disability insurance, business travel insurance, and health plan coverage. In 2022, we included health plan coverage that was provided to all employees on a non-discriminatory basis but have begun excluding that in 2023 given that it is not required to be included. The impact to 2022 would have been a reduction in insurance premiums and benefits of $14,979, $8,067, $897, $0, and $15,855, for Messrs. Hornbuckle, Halkyard, Sanders, Fritz, and McManus, respectively.

| (C) | The amount reported in this column for Mr. Hornbuckle reflects the incremental cost to the Company of providing Mr. Hornbuckle a car for occasional personal use. The incremental cost for the car was calculated using the 2024 IRS mileage rate and the personal use time. The variable cost rate is used rather than the standard business rate as the Company uses the car and driver for Company business, including to transport other passengers when not being used by Mr. Hornbuckle, and would incur the fixed costs of operating the vehicle and employing the driver. For Messrs. Halkyard and Sanders, the amounts relate to reimbursements by the Company for state withholding taxes.

GRANTS OF PLAN-BASED AWARDS

The table below shows plan-based awards granted during 2024 to the NEOs. See “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Bonus” and “—Long-Term Equity Incentives” for a narrative description of these awards.

NAME |  | GRANT DATE |  | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(A) |  | ESTIMATED NUMBER OF SHARES FOR FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(B) |  | OTHER STOCK AWARDS: NUMBER OF TARGET UNITS |  | GRANT DATE FAIR VALUE OF STOCK AWARDS(B)
| THRESHOLD |  | TARGET |  | MAXIMUM |  | THRESHOLD |  | TARGET |  | MAXIMUM
Mr. Hornbuckle |  |  |  | N/A |  |  |  | $ | — |  |  |  | $ | 4,000,000 |  |  |  | $ | 8,000,000 |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  | $ | — |
|  |  |  | 10/07/2024 | (C) |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 97,324 |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 4,000,000 |
|  |  |  | 10/07/2024 | (D) |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 41,576 |  |  |  |  | 69,293 |  |  |  |  | 110,869 |  |  |  |  | — |  |  |  |  | 3,000,000 |
|  |  |  | 10/07/2024 | (E) |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 32,969 |  |  |  |  | 65,938 |  |  |  |  | 98,907 |  |  |  |  | — |  |  |  |  | 3,000,000 |
Mr. Halkyard |  |  |  | N/A |  |  |  | $ | — |  |  |  | $ | 1,650,000 |  |  |  | $ | 3,300,000 |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  | $ | — |
|  |  |  | 10/07/2024 | (C) |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 26,764 |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 1,100,000 |
|  |  |  | 10/07/2024 | (D) |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 11,434 |  |  |  |  | 19,056 |  |  |  |  | 30,490 |  |  |  |  | — |  |  |  |  | 825,000 |
|  |  |  | 10/07/2024 | (E) |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 9,067 |  |  |  |  | 18,133 |  |  |  |  | 27,200 |  |  |  |  | — |  |  |  |  | 825,000 |
Mr. Sanders |  |  |  | N/A |  |  |  | $ | — |  |  |  | $ | 2,187,500 |  |  |  | $ | 4,375,000 |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  | $ | — |
|  |  |  | 10/07/2024 | (C) |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 36,497 |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 1,500,000 |
|  |  |  | 10/07/2024 | (D) |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 15,591 |  |  |  |  | 25,985 |  |  |  |  | 41,576 |  |  |  |  | — |  |  |  |  | 1,125,000 |
|  |  |  | 10/07/2024 | (E) |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 12,364 |  |  |  |  | 24,727 |  |  |  |  | 37,091 |  |  |  |  | — |  |  |  |  | 1,125,000 |
Mr. Fritz |  |  |  | N/A |  |  |  | $ | — |  |  |  | $ | 1,250,000 |  |  |  | $ | 2,500,000 |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  | $ | — |
|  |  |  | 10/07/2024 | (C) |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 36,497 |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 1,500,000 |
|  |  |  | 10/07/2024 | (D) |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 15,591 |  |  |  |  | 25,985 |  |  |  |  | 41,576 |  |  |  |  | — |  |  |  |  | 1,125,000 |
|  |  |  | 10/07/2024 | (E) |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 12,364 |  |  |  |  | 24,727 |  |  |  |  | 37,091 |  |  |  |  | — |  |  |  |  | 1,125,000 |
Mr. McManus |  |  |  | N/A |  |  |  | $ | — |  |  |  | $ | 1,125,000 |  |  |  | $ | 2,250,000 |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  | $ | — |
|  |  |  | 10/07/2024 | (C) |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 21,898 |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 900,000 |
|  |  |  | 10/07/2024 | (D) |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 9,355 |  |  |  |  | 15,591 |  |  |  |  | 24,946 |  |  |  |  | — |  |  |  |  | 675,000 |
|  |  |  | 10/07/2024 | (E) |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | 7,418 |  |  |  |  | 14,836 |  |  |  |  | 22,254 |  |  |  |  | — |  |  |  |  | 675,000 |

(A) | See “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Bonus” for details on the annual bonus program. Any portion of the annual incentive bonus earned by Messrs. Hornbuckle, Halkyard, Sanders, Fritz, and McManus in 2024 in excess of 150% of such NEO’s target bonus was paid in Bonus dRSUs. Bonuses earned by our NEOs in 2024 did not exceed 150% of their respective target bonuses.

(B) | See note (B) to the Summary Compensation Table above for more information.

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Compensation Tables

(C) | RSU award.

(D) | Absolute TSR PSU award.

(E) | Relative TSR PSU award.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The table below shows outstanding equity awards of the NEOs as of December 31, 2024.

|  | STOCK AWARDS
|  | SHARES OR UNITS OF STOCKTHAT HAVE NOT VESTED |  | EQUITY INCENTIVE PLAN AWARDS: UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED
NAME |  | NUMBER |  | VALUE |  | NUMBER |  | VALUE
Mr. Hornbuckle |  |  |  | 17,980 | (A) |  |  | $ | 623,007 |  |  |  |  | — |  |  |  | $ | — |
|  |  |  | 65,343 | (B) |  |  |  | 2,264,135 |  |  |  |  | — |  |  |  |  | — |
|  |  |  | 81,545 | (C) |  |  |  | 2,825,534 |  |  |  |  | — |  |  |  |  | — |
|  |  |  | 97,324 | (D) |  |  |  | 3,372,277 |  |  |  |  | — |  |  |  |  | — |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 93,677 | (E) |  |  |  | 2,832,187 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 88,048 | (F) |  |  |  | 2,108,453 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 88,185 | (G) |  |  |  | 2,126,401 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 82,493 | (H) |  |  |  | — |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 69,293 | (I) |  |  |  | 1,856,027 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 65,938 | (J) |  |  |  | 802,182 |
Mr. Halkyard |  |  |  | 7,690 | (K) |  |  | $ | 266,459 |  |  |  |  | — |  |  |  | $ | — |
|  |  |  | 17,969 | (B) |  |  |  | 622,626 |  |  |  |  | — |  |  |  |  | — |
|  |  |  | 22,425 | (C) |  |  |  | 777,026 |  |  |  |  | — |  |  |  |  | — |
|  |  |  | 26,764 | (D) |  |  |  | 927,373 |  |  |  |  | — |  |  |  |  | — |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 25,762 | (E) |  |  |  | 778,863 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 24,214 | (F) |  |  |  | 579,833 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 24,251 | (G) |  |  |  | 584,753 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 22,686 | (H) |  |  |  | — |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 19,056 | (I) |  |  |  | 510,429 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 18,133 | (J) |  |  |  | 220,582 |
Mr. Sanders |  |  |  | 8,843 | (A) |  |  | $ | 306,410 |  |  |  |  | — |  |  |  | $ | — |
|  |  |  | 24,503 | (B) |  |  |  | 849,029 |  |  |  |  | — |  |  |  |  | — |
|  |  |  | 30,579 | (C) |  |  |  | 1,059,562 |  |  |  |  | — |  |  |  |  | — |
|  |  |  | 36,497 | (D) |  |  |  | 1,264,621 |  |  |  |  | — |  |  |  |  | — |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 35,129 | (E) |  |  |  | 1,062,092 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 33,018 | (F) |  |  |  | 790,678 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 33,070 | (G) |  |  |  | 797,400 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 30,935 | (H) |  |  |  | — |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 25,985 | (I) |  |  |  | 696,015 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 24,727 | (J) |  |  |  | 300,831 |

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Compensation Tables

|  | STOCK AWARDS
|  | SHARES OR UNITS OF STOCKTHAT HAVE NOT VESTED |  | EQUITY INCENTIVE PLAN AWARDS: UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED
NAME |  | NUMBER |  | VALUE |  | NUMBER |  | VALUE
Mr. Fritz |  |  |  | 15,005 | (L) |  |  | $ | 519,923 |  |  |  |  | — |  |  |  | $ | — |
|  |  |  | 24,503 | (B) |  |  |  | 849,029 |  |  |  |  | — |  |  |  |  | — |
|  |  |  | 30,579 | (C) |  |  |  | 1,059,562 |  |  |  |  | — |  |  |  |  | — |
|  |  |  | 14,132 | (M) |  |  |  | 489,674 |  |  |  |  | — |  |  |  |  | — |
|  |  |  | 36,497 | (D) |  |  |  | 1,264,621 |  |  |  |  | — |  |  |  |  | — |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 35,129 | (E) |  |  |  | 1,062,092 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 33,018 | (F) |  |  |  | 790,678 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 33,070 | (G) |  |  |  | 797,400 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 30,935 | (H) |  |  |  | — |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 25,985 | (I) |  |  |  | 696,015 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 24,727 | (J) |  |  |  | 300,831 |
Mr. McManus |  |  |  | 3,933 | (A) |  |  | $ | 136,278 |  |  |  |  | — |  |  |  | $ | — |
|  |  |  | 14,702 | (B) |  |  |  | 509,424 |  |  |  |  | — |  |  |  |  | — |
|  |  |  | 18,348 | (C) |  |  |  | 635,758 |  |  |  |  | — |  |  |  |  | — |
|  |  |  | 21,898 | (D) |  |  |  | 758,766 |  |  |  |  | — |  |  |  |  | — |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 21,077 | (E) |  |  |  | 637,248 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 19,811 | (F) |  |  |  | 474,428 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 19,842 | (G) |  |  |  | 478,447 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 18,561 | (H) |  |  |  | — |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 15,591 | (I) |  |  |  | 417,602 |
|  |  |  | — |  |  |  |  | — |  |  |  |  | 14,836 | (J) |  |  |  | 180,492 |

(A) | RSU award scheduled to vest on 10/4/25.

(B) | RSU award scheduled to vest in equal installments on each of 10/3/25 and 10/3/26.

(C) | RSU award scheduled to vest in equal installments on each of 10/2/25, 10/2/26, and 10/2/27.

(D) | RSU award scheduled to vest in equal installments on each of 10/7/25, 10/7/26, and 10/7/27.

(E) | Absolute TSR PSU award scheduled to vest on 10/3/25 subject to the level of achievement of the applicable performance criteria.

(F) | Relative TSR PSU award scheduled to vest on 10/3/25 subject to the level of achievement of the applicable performance criteria.

(G) | Absolute TSR PSU award scheduled to vest on 10/2/26 subject to the level of achievement of the applicable performance criteria.

(H) | Relative TSR PSU award scheduled to vest on 10/2/26 subject to the level of achievement of the applicable performance criteria.

(I) | Absolute TSR PSU award scheduled to vest on 10/7/27 subject to the level of achievement of the applicable performance criteria.

(J) | Relative TSR PSU award scheduled to vest on 10/7/27 subject to the level of achievement of the applicable performance criteria.

(K) | RSU award scheduled to vest on 2/1/25.

(L) | RSU award scheduled to vest on 12/1/25.

(M) | RSU award scheduled to vest in equal installments on each of 9/11/25, 9/11/26, and 9/11/27.

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Compensation Tables

STOCK VESTED

The following table shows RSU and PSU vesting for the NEOs during 2024. For RSUs and PSUs, the value realized is calculated as the number of shares vested times the closing share price on the applicable vesting date.

|  | STOCK AWARDS (RSUs) |  | STOCK AWARDS (PSUs)
NAME |  | NUMBER OF SHARES ACQUIRED ON VESTING |  | VALUE REALIZED ON VESTING |  | NUMBER OF SHARES ACQUIRED ON VESTING |  | VALUE REALIZED ON VESTING
Mr. Hornbuckle |  |  |  | 127,303 |  |  |  | $ | 5,124,301 |  |  |  |  | 61,054 |  |  |  | $ | 2,468,413 |
Mr. Halkyard |  |  |  | 24,150 |  |  |  |  | 992,192 |  |  |  |  | 11,447 |  |  |  |  | 462,802 |
Mr. Sanders |  |  |  | 60,444 |  |  |  |  | 2,460,216 |  |  |  |  | 30,030 |  |  |  |  | 1,214,113 |
Mr. Fritz |  |  |  | 37,450 |  |  |  |  | 1,465,175 |  |  |  |  | 22,005 |  |  |  |  | 843,672 |
Mr. McManus |  |  |  | 32,289 |  |  |  |  | 1,330,102 |  |  |  |  | 13,354 |  |  |  |  | 539,902 |

NONQUALIFIED DEFERRED COMPENSATION

The following table shows nonqualified deferred compensation to the NEOs in 2024 under the DCP. See “Compensation Discussion and Analysis—Elements of Compensation—Deferred Compensation Opportunities” for a narrative description of the DCP.

NAME |  | EXECUTIVE CONTRIBUTIONS IN THE LAST FISCAL YEAR |  | COMPANY CONTRIBUTIONS IN THE LAST FISCAL YEAR |  | AGGREGATE EARNINGS IN THE LAST FISCAL YEAR(A) |  | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS |  | AGGREGATE BALANCE AT YEAR END
Mr. Hornbuckle |  |  | $ | 89,561 |  |  |  | $ | — |  |  |  | $ | 14,252 |  |  |  | $ | — |  |  |  | $ | 103,813 |
Mr. Halkyard |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |
Mr. Sanders |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |
Mr. Fritz |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |
Mr. McManus |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |
Total |  |  | $ | 89,561 |  |  |  | $ | — |  |  |  | $ | 14,252 |  |  |  | $ | — |  |  |  | $ | 103,813 |

(A) | None of these amounts were included as “Change in Pension Value and Nonqualified Deferred Compensation Earnings” in the Summary Compensation Table.

ESTIMATED BENEFITS UPON TERMINATION

The following table indicates the estimated amounts that would be payable to each NEO upon a hypothetical termination as of December 31, 2024 under various termination scenarios, pursuant to the applicable employment agreements, policies and terms of equity awards in effect as of such date.

|  | SEVERANCE(A) |  | VESTING OF RSUs(B)(C) |  | VESTING OF PERFORMANCE BASED STOCK UNITS(B)(C)(D) |  | OTHER |  | TOTAL
Death or Disability |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mr. Hornbuckle |  |  | $ | 6,000,000 |  |  |  | $ | 9,084,953 |  |  |  | $ | 9,725,250 |  |  |  | $ | — |  |  |  | $ | 24,810,203 |
Mr. Halkyard |  |  |  | 2,750,000 |  |  |  |  | 2,593,483 |  |  |  |  | 2,674,460 |  |  |  |  | — |  |  |  |  | 8,017,943 |
Mr. Sanders |  |  |  | 3,437,500 |  |  |  |  | 3,479,622 |  |  |  |  | 3,647,016 |  |  |  |  | — |  |  |  |  | 10,564,138 |
Mr. Fritz |  |  |  | 2,500,000 |  |  |  |  | 4,182,809 |  |  |  |  | 3,647,016 |  |  |  |  | — |  |  |  |  | 10,329,825 |
Mr. McManus |  |  |  | 2,025,000 |  |  |  |  | 2,040,227 |  |  |  |  | 2,188,217 |  |  |  |  | — |  |  |  |  | 6,253,444 |

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|  | SEVERANCE(A) |  | VESTING OF RSUs(B)(C) |  | VESTING OF PERFORMANCE BASED STOCK UNITS(B)(C)(D) |  | OTHER |  | TOTAL
Company Terminates Without Good Cause |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mr. Hornbuckle |  |  | $ | 9,000,000 |  |  |  | $ | 6,836,768 |  |  |  | $ | 8,159,456 |  |  |  | $ | 45,280 |  |  |  | $ | 24,041,504 |
Mr. Halkyard |  |  |  | 2,750,000 |  |  |  |  | 1,145,887 |  |  |  |  | 2,097,143 |  |  |  |  | 33,960 |  |  |  |  | 6,026,990 |
Mr. Sanders |  |  |  | 3,437,500 |  |  |  |  | 2,636,542 |  |  |  |  | 3,059,832 |  |  |  |  | 11,552 |  |  |  |  | 9,145,426 |
Mr. Fritz |  |  |  | 2,500,000 |  |  |  |  | 1,882,373 |  |  |  |  | 2,859,755 |  |  |  |  | 24,030 |  |  |  |  | 7,266,158 |
Mr. McManus |  |  |  | 2,025,000 |  |  |  |  | 1,534,383 |  |  |  |  | 1,835,915 |  |  |  |  | 35,207 |  |  |  |  | 5,430,505 |
NEO Terminates Without Good Cause/Company Terminates With Good Cause |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mr. Hornbuckle |  |  | $ | — |  |  |  | $ | — |  |  |  | $ | — |  |  |  | $ | — |  |  |  | $ | — |
Mr. Halkyard |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |
Mr. Sanders |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |
Mr. Fritz |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |
Mr. McManus |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |
NEO Terminates With Good Cause |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mr. Hornbuckle |  |  | $ | 9,000,000 |  |  |  | $ | 6,836,768 |  |  |  | $ | 8,159,456 |  |  |  | $ | 45,280 |  |  |  | $ | 24,041,504 |
Mr. Halkyard |  |  |  | 2,750,000 |  |  |  |  | 1,145,887 |  |  |  |  | 2,097,143 |  |  |  |  | 33,960 |  |  |  |  | 6,026,990 |
Mr. Sanders |  |  |  | 3,437,500 |  |  |  |  | 2,636,542 |  |  |  |  | 3,059,832 |  |  |  |  | 11,552 |  |  |  |  | 9,145,426 |
Mr. Fritz |  |  |  | 2,500,000 |  |  |  |  | 1,882,373 |  |  |  |  | 2,859,755 |  |  |  |  | 24,030 |  |  |  |  | 7,266,158 |
Mr. McManus |  |  |  | 2,025,000 |  |  |  |  | 1,534,383 |  |  |  |  | 1,835,915 |  |  |  |  | 35,207 |  |  |  |  | 5,430,505 |
Change of Control(E) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mr. Hornbuckle |  |  | $ | 16,000,000 |  |  |  | $ | 9,084,953 |  |  |  | $ | 9,725,250 |  |  |  | $ | 45,280 |  |  |  | $ | 34,855,483 |
Mr. Halkyard |  |  |  | 5,775,000 |  |  |  |  | 2,593,483 |  |  |  |  | 2,674,460 |  |  |  |  | 45,280 |  |  |  |  | 11,088,223 |
Mr. Sanders |  |  |  | 7,343,750 |  |  |  |  | 3,479,622 |  |  |  |  | 3,647,016 |  |  |  |  | 15,403 |  |  |  |  | 14,485,791 |
Mr. Fritz |  |  |  | 5,000,000 |  |  |  |  | 4,182,809 |  |  |  |  | 3,647,016 |  |  |  |  | 32,040 |  |  |  |  | 12,861,865 |
Mr. McManus |  |  |  | 4,162,500 |  |  |  |  | 2,040,227 |  |  |  |  | 2,188,217 |  |  |  |  | 46,942 |  |  |  |  | 8,437,886 |
Retirement Pursuant to Retirement Policy(F) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mr. Hornbuckle |  |  | $ | — |  |  |  | $ | 5,712,676 |  |  |  | $ | 7,067,041 |  |  |  | $ | — |  |  |  | $ | 12,779,717 |
Mr. Halkyard |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |
Mr. Sanders |  |  |  | — |  |  |  |  | 2,215,001 |  |  |  |  | 2,650,170 |  |  |  |  | — |  |  |  |  | 4,865,171 |
Mr. Fritz |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |  |  |  |  | — |
Mr. McManus |  |  |  | — |  |  |  |  | 1,281,461 |  |  |  |  | 1,590,123 |  |  |  |  | — |  |  |  |  | 2,871,584 |

(A) | This column does not include any unpaid prior-year bonuses that were earned prior to the date of termination.

(B) | The value of outstanding RSUs, Absolute TSR PSUs and Relative TSR PSUs (including any accelerated or continued vesting that would occur under each of these termination scenarios) is based on the closing price of our Common Stock at December 31, 2024, which was $34.65.

(C) | For purposes of the calculation of any continued or accelerated vesting in respect of outstanding equity awards, we have assumed that, in connection with each NEO’s termination, such NEO was eligible for the maximum post-termination continued and accelerated vesting period applicable to each award.

(D) | Assumes that December 31, 2024 was the end of the performance period for Absolute TSR PSUs and Relative TSR PSUs.

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(E) | Assumes each NEO’s employment terminates (other than as a result of a termination by the Company for good cause or by the NEO without good cause) in connection with a change of control. In general, no benefits are payable solely as a result of a change of control (i.e., in general, there are no single trigger benefits). The only situation in which change of control benefits are potentially payable absent an executive’s termination is the case of equity awards in the event they are not assumed as part of the change of control. In the event of such a triggering event occurring, the NEO would receive estimated benefits set forth in the columns entitled “Vesting of RSUs” and “Vesting of Performance Based Stock Units.”

(F) | As of December 31, 2024, Mr. Hornbuckle, Mr. Sanders and Mr. McManus are all eligible for retirement benefits under the Retirement Policy.

Employment Agreements

We believe that maintaining employment agreements with our NEOs serves the dual purpose of acting as a retention tool and incentivizing long-term performance. In 2022, we successfully negotiated new employment agreements with Messrs. Hornbuckle, Sanders, Halkyard and McManus. Specifically, on August 18, 2022 we entered into employment agreements with Messrs. Hornbuckle, Halkyard, Sanders and McManus, each effective September 1, 2022. Mr. Hornbuckle’s employment agreement provided for a term until August 31, 2026 and a minimum base salary of $2,000,000, commencing on September 1, 2022, and a target annual bonus of 200%, pro-rated for his bonus for the year ended December 31, 2022. The agreement provides that Mr. Hornbuckle is eligible, at the discretion of the Human Capital and Compensation Committee, to receive annual equity grants of $10,000,000, starting in 2022, which are expected to be provided 40% in RSUs and 60% in performance-based stock units. In the event of a termination of Mr. Hornbuckle’s employment as the result of his death or a termination by the Company due to disability, we will pay Mr. Hornbuckle one year of salary payable at regular payroll intervals (less any payments received from an employer-paid short term disability policy). In the event of a termination by us for no cause or by Mr. Hornbuckle for good cause prior to the end of the term of the Agreement, Mr. Hornbuckle will receive one and a half times (i) his annual base salary and (ii) his target bonus, payable in 12 monthly installments. Any such severance payments will be subject to applicable taxes and Mr. Hornbuckle’s execution and non-revocation of a general release of claims.

On August 18, 2022, we also entered into a new employment agreement with Mr. Sanders that provides for a term until August 31, 2025 and a minimum base salary of $1,250,000, commencing on September 1, 2022. Mr. Sanders’ agreement also provides for an annual target bonus equal to 175% of his base salary. The agreement provides that Mr. Sanders is eligible, at the discretion of the Human Capital and Compensation Committee, to receive annual equity grants of $3,750,000, starting in 2022, which are expected to be provided 40% in RSUs and 60% in performance-based stock units. Mr. Sanders’ employment agreement incorporates the Severance Policy described below.

On August 18, 2022, we also entered into a new employment agreement with Mr. Halkyard that provides for a term until February 1, 2026 and a minimum base salary of $1,100,000, commencing on September 1, 2022. Mr. Halkyard’s agreement also provides for an annual target bonus equal to 150% of his base salary. The agreement provides that Mr. Halkyard is eligible, at the discretion of the Human Capital and Compensation Committee, to receive annual equity grants of $2,750,000, starting in 2022, which are expected to be provided 40% in RSUs and 60% in performance-based stock units. Mr. Halkyard’s employment agreement incorporates the Severance Policy described below.

On August 18, 2022, we also entered into a new employment agreement with Mr. McManus that provides for a term until August 31, 2026 and a minimum base salary of $900,000, commencing on September 1, 2022. Mr. McManus’ agreement also provides for an annual target bonus equal to 125% of his base salary. The agreement provides that Mr. McManus is eligible, at the discretion of the Human Capital and Compensation Committee, to receive annual equity grants of $2,250,000, starting in 2022, which are expected to be provided 40% in RSUs and 60% in performance-based stock units. With respect to severance, Mr. McManus’ employment agreement incorporates the Severance Policy described below.

On October 10, 2022, we entered into a new employment agreement, dated October 4, 2022, with Gary Fritz, our new President, Interactive. Mr. Fritz’s employment agreement provides for a term until September 30, 2026 and minimum base salary of $1,250,000 and an annual target bonus equal to 100% of his base salary. The agreement provides that Mr. Fritz is eligible, at the discretion of the Human Capital and Compensation Committee, to receive annual equity grants of $3,750,000, starting in 2022, which are expected to be provided 40% in RSUs and 60% in performance-based stock units. In addition, Mr. Fritz’s employment agreement provides for a potential bonus of $2,000,000, payable 50% in RSUs and 50% in cash, based on the successful launch of a defined digital offering on an MGM property. The Human Capital and Compensation Committee determined in August of 2024 that 50% of the potential bonus has been earned based on the Company’s entry into an agreement with Playtech to provide a digital offering with respect to live dealer. The remaining 50% is contingent on achievement of additional milestones with respect to the delivery of digital content.

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Compensation Tables

Uniform Severance and Change of Control Policies (NEOs and other executive officers, other than the Chief Executive Officer)

In 2012, the Human Capital and Compensation Committee adopted a uniform severance policy for terminations by us without cause or by the applicable executive officer with good cause, in either case, unrelated to a change of control (the “Severance Policy”), the provisions of which are now memorialized in each employment agreement for Messrs. Halkyard, Sanders, Fritz, and McManus, and in the terms of equity award agreements entered into with such NEOs. An overview of the severance benefits payable to Messrs. Halkyard, Sanders, Fritz, and McManus, under the Severance Policy are as follows:

| • |  | 1.0x the sum of base salary and target bonus, payable over a 12-month period.

| • |  | One year of continued vesting of unvested equity awards (including unvested stock appreciation rights).

| • |  | Lump sum payment equal in value to 12 months of continued health and insurance benefits (calculated as 1.5x times the cost of COBRA coverage for 12 months).

| • |  | If the NEO remains employed at-will by the Company after the term of the agreement has expired and is thereafter separated during the applicable restricted period by the Company without good cause, the NEO will receive a lump sum payment equal to his base salary.

| • |  | “Good Cause” by the NEO is generally defined as follows: (i) any assignment of duties that are materially and significantly different than those contemplated by the terms of the employment agreement; (ii) any material and significant limitation on the executive’s powers not contemplated by the terms of the employment agreement; (iii) a material adverse change in reporting relationship, or (iv) the failure of the Company to pay the executive any compensation when due.

| • |  | “Good Cause” by the Company is generally defined as: (i) the executive’s death or disability; (ii) failure to abide by the Company’s policies and procedures; misconduct, insubordination, inattention to the Company’s business; or failure to perform the duties required of him; dishonesty; or other material breach of the employment agreement; or (iii) failure to comply with certain licensing requirements contained in the executive’s employment agreement.

In addition to the above, Mr. Fritz’s employment agreement provides that in the event he is terminated following the consummation of a material acquisition in the digital gaming/interactive industry (or in the event he terminates his employment as a result thereof if the acquisition required him to re-locate outside of the U.S.) then he shall be entitled to severance consisting of (A) 2.0x the sum of his base salary and target bonus and payable over a 24-month period, and (B) 1.5x the cost of COBRA coverage for a period of 12 months, payable as a lump sum. Mr. Fritz would also receive continued vesting of his outstanding equity awards consistent with a Company termination without good cause scenario, resulting in a total compensation for such scenario of $9,766,158. Furthermore, Mr. Fritz may terminate for “Good Cause” if the Company requires him to relocate his office from the greater Seattle, Washington area.

Death or Disability

If the employment of a NEO is terminated under his employment agreement by us as a result of death or disability, he (or his beneficiaries) will generally be entitled to receive salary continuation for a twelve-month period following termination (net of any applicable payments received from any short-term disability policy), and any accrued but unpaid compensation and benefits. Pursuant to the terms of the Company’s outstanding award agreements the participant is entitled to full acceleration and payment of all time-based awards as of the date of termination and (i) rPSUs will accelerate and vest in full based on relative performance to the date of termination and (ii) absolute PSUs will accelerate and vest in full based on target, if such termination is within the first twelve-months of the performance period, or after such twelve-month period, based on actual performance projected through the end of the performance period.

Change of Control Policy

In 2022, in connection with the entry into new employment agreements with the NEOs, the Human Capital and Compensation Committee amended and restated its uniform severance policy for terminations by us following a change of control (the “Change of Control Policy”), which is applicable to all NEOs. The Change of Control Policy is the only source of change of control severance benefits for our NEOs (other than with respect to the treatment of equity awards). The Change of Control Policy was amended and restated on August 16, 2022 to, among other things, (i) amend the definition of “Change of Control” to replace the prior asset sale language with an “all or substantially all” standard, (ii) amend the definition of “Separation Benefits” (Separation Benefits are generally payable if the participant is terminated within six months before or one year after a Change of Control by the Employer without “Employer’s Good Cause” or by the

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participant with “Participant’s Good Cause,” as such terms are defined in the Policy) to include a prorated portion of their target bonus through the date of termination, (iii) revise the definition of “Employer’s Good Cause” to include termination in connection with a participant’s conviction of a crime related to the Company or any felony and to heighten the misconduct standard to gross misconduct, (v) remove the maximum dollar limitations on separation payments payable to the CEO and other participants and (vi) reduce the severance multiple for the non-CEO participants from two times to one and a half times.

The benefits provided under the Change of Control Policy to our NEOs were as follows, as of December 31, 2024:

POSITION |  | CHANGE-OF-CONTROL SEVERANCE (TERMINATION BY US WITHOUT GOOD CAUSE, OR BY EXECUTIVE OFFICER WITH GOOD CAUSE, FOLLOWING CHANGE OF CONTROL)
CEO |  | 2.0x the sum of base salary and target bonus. Lump sum payment equal in value to 24 months of continued health and insurance benefits. Full vesting of time-based unvested equity awards; performance-based equity awards, to the extent unearned, will continue to be subject to the applicable performance conditions. The CEO may instead elect to receive severance benefits pursuant to his employment agreement (as described above), to the extent aggregate cash benefits payable pursuant to the Change of Control Policy prove to be less than the severance benefits he would receive pursuant to his employment agreement.
Other Executive Officers (including NEOs other than CEO) |  | 1.5x the sum of base salary and target bonus. Lump sum payment equal in value to 24 months of continued health and insurance benefits. Full vesting of time-based unvested equity awards; performance-based equity awards, to the extent unearned, will continue to be subject to the applicable performance conditions.

The above benefits are provided by the Change of Control Policy.

Termination by Company for Good Cause or by NEO Without Good Cause

If a NEO terminates his employment under his employment agreement without good cause, or we terminate such employment for good cause, then vested but unexercised stock options, SARs or other stock-based compensation awards continue to remain exercisable (to the extent applicable) generally during the 90-day period following termination.

Obligations of the NEOs

Obligations of the NEOs under the employment agreements relating to confidentiality, providing services to competitors and others, and soliciting customers and Company employees continue after termination of employment, regardless of the reason for such termination (with some exceptions for certain NEOs upon a change of control of the Company or if the NEO terminates for good cause). With the exception of obligations relating to confidentiality, which are not limited by time, these restrictions generally continue for the 12-month period following termination (or for such period that remains in the term of the agreement if less than 12 months).

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CEO Pay Ratio Disclosure

CEO PAY RATIO DISCLOSURE

As required by Section 953(b) of the Dodd-Frank Wall Street and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of Mr. Hornbuckle, our Chief Executive Officer as of the Determination Date (as defined below), and the annual total compensation of our employees.

Pursuant to the applicable SEC rules, in order to calculate the pay ratio for 2024, we used a new median employee identified in 2024. To identify the median of the annual total compensation of all our employees (other than the CEO) for 2024, we took the following steps:

We determined that, as of October 1, 2024 (the “Determination Date”), our employee population consisted of approximately 76,527 employees. This population consisted of our full-time, part-time, seasonal and temporary employees employed by us on that date and included our employees as well as the employees of our consolidated subsidiaries, including 13,063 employees employed by MGM China. In accordance with SEC rules, for purposes of the CEO pay ratio, we excluded the 60 employees that joined MGM when we acquired the product and technology platform constituting the U.S sportsbook and online casino from Tipico Group Ltd in August 2024. We also applied a de minimis exemption which allowed us to exclude non-US employees in countries that make up 5% or less of our employee population. As a result, the Company excluded: 5 employees in Brazil; 59 employees in Colombia; 17 employees in Gibraltar; 16 employees in Italy; 46 employees in Japan; 792 employees in Malta; 36 employees in the Netherlands; 5 employees in Poland; 51 employees in Spain; 314 employees in Sweden; 1 employee in the United Arab Emirates; and 199 employees in the United Kingdom.

To identify the “median employee” from our employee population, we compared cash compensation (which included salary, bonus, tips and other cash-based wages) of these employees from January 1, 2024 through October 1, 2024, as reflected in our internal payroll records. This compensation measure was consistently applied to all employees included in our calculations. We converted the compensation paid to non-U.S. employees in local currency to U.S. dollars using the average exchange rate from January 1, 2024 to October 1, 2024. We did not make any cost-of-living adjustments in identifying the “median employee” and we did not annualize the compensation of any employee group.

Based on this, we determined that the median of the annual total compensation (paid from January 1, 2024 through December 31, 2024) of all our employees, excluding the Chief Executive Officer, was $47,607 and the annual total compensation (measured from January 1, 2024 through December 31, 2024) of Mr. Hornbuckle was $15,819,584, resulting in a ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees included in our calculations of 332:1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have headquarters in different countries, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

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Pay Versus Performance
PAY VERSUS PERFO
RMAN
CE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation
S-K,
we are providing the following information about the relationship between executive “compensation actually paid” (“CAP”), and certain financial performance measurements with respect to the Company. The Human Capital and Compensation Committee does not utilize CAP as a basis for making compensation decisions. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis”
on
page 40.
PAY VS. PERFORMANCE TABLE

YEAR |  | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (MR. HORNBUCKLE) (A) |  |  | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (MR. MURREN) (A) |  |  | COMPENSATION ACTUALLY PAID TO PEO (MR. HORNBUCKLE) (B) |  |  | COMPENSATION ACTUALLY PAID TO PEO (MR. MURREN) (B) |  |  | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs (C) |  |  | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs (B)(C) |  |  | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: |  |  | NET INCOME (LOSS) ($ THOUSANDS) (F) |  |  | RELATIVE TSR (G)
| TOTAL SHAREHOLDER RETURN (D) |  |  | PEER GROUP TOTAL SHAREHOLDER RETURN (E) |
2024 |  | $ | 15,819,584 |  |  | $ | — |  |  | $ | (454,449 | ) |  | $ | — |  |  | $ | 5,935,142 |  |  | $ | 578,762 |  |  | $ | 105.11 |  |  | $ | 75.79 |  |  | $ | 1,064,608 |  |  | 8 th percentile
2023 |  |  | 17,003,794 |  |  |  | — |  |  |  | 37,969,761 |  |  |  | — |  |  |  | 6,096,685 |  |  |  | 11,440,495 |  |  |  | 135.40 |  |  |  | 74.67 |  |  |  | 1,314,924 |  |  | 78 th percentile
2022 |  |  | 16,238,075 |  |  |  | — |  |  |  | 6,386,343 |  |  |  | — |  |  |  | 5,467,867 |  |  |  | 2,842,563 |  |  |  | 101.61 |  |  |  | 57.48 |  |  |  | 206,731 |  |  | 36 TH percentile
2021 |  |  | 13,274,524 |  |  |  | — |  |  |  | 29,119,443 |  |  |  | — |  |  |  | 5,668,010 |  |  |  | 9,147,716 |  |  |  | 135.97 |  |  |  | 77.17 |  |  |  | 1,208,389 |  |  | 84 th percentile
2020 |  |  | 13,988,135 |  |  |  | 36,180,335 |  |  |  | 22,190,584 |  |  |  | 24,162,737 |  |  |  | 5,440,857 |  |  |  | 5,270,119 |  |  |  | 95.44 |  |  |  | 88.55 |  |  |  | (1,319,907 | ) |  | 23 rd percentile

(A) | Amounts represent total compensation as reported for Mr. Hornbuckle and Mr. Murren for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Compensation Tables—Summary Compensation Table” in this and prior year reports.

(B) | Amounts represent CAP, as computed in accordance with Item 402(v) of Regulation S-K. Amounts do not reflect the actual amount of compensation earned by or paid to the PEOs or the NEOs during the applicable year.

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Table of Contents
Pay Versus Performance
Reconciliation of compensation actually paid to Mr. Hornbuckle and the other NEOs to amounts shown in the Summary Compensation Table

|  |  |  |  |  |  |  | MINUS |  |  | PLUS |  |  | PLUS/ (MINUS) |  |  | PLUS |  |  | PLUS/ (MINUS) |  |  | MINUS |  |  | EQUALS |
|  | YEAR |  |  | SUMMARY COMPENSATION TABLE TOTAL ($) |  |  | REPORTED VALUE OF EQUITY AWARDS ($) |  |  | YEAR END FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED DURING FISCAL YEAR ($) |  |  | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING UNVESTED EQUITY AWARDS GRANTED IN PRIOR FISCAL YEARS ($) |  |  | FAIR VALUE AT VESTING DATE OF EQUITY AWARDS GRANTED AND VESTED DURING THE FISCAL YEAR ($) |  |  | YEAR OVER YEAR CHANGE IN FAIR VALUE AS OF THE VESTING DATE (FROM THE END OF THE PRIOR FISCAL YEAR) OF EQUITY AWARDS GRANTED IN PRIOR YEARS VESTING DURING THE FISCAL YEAR ($) |  |  | FAIR VALUE AS OF END OF PRIOR FISCAL YEAR OF EQUITY AWARDS GRANTED IN PRIOR FISCAL YEAR THAT FAIL TO MEET THE APPLICABLE VESTING CONDITIONS DURING THE FISCAL YEAR ($) |  |  | COMPENSATION ACTUALLY PAID ($) |
PEO (Hornbuckle) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | 2024 |  |  | $ | 15,819,584 |  |  | $ | (10,000,000 | ) |  | $ | 7,883,536 |  |  | $ | (10,799,864 | ) |  | $ | — |  |  | $ | (3,357,705 | ) |  | $ | — |  |  | $ | (454,449 | )
|  |  | 2023 |  |  |  | 17,003,794 |  |  |  | (10,000,000 | ) |  |  | 12,922,612 |  |  |  | 6,984,340 |  |  |  | — |  |  |  | 11,059,015 |  |  |  | — |  |  |  | 37,969,761 |
|  |  | 2022 |  |  |  | 16,238,075 |  |  |  | (10,000,000 | ) |  |  | 10,933,421 |  |  |  | (7,210,431 | ) |  |  | — |  |  |  | (3,574,722 | ) |  |  | — |  |  |  | 6,386,343 |
|  |  | 2021 |  |  |  | 13,274,524 |  |  |  | (8,000,000 | ) |  |  | 8,065,872 |  |  |  | 12,016,295 |  |  |  | — |  |  |  | 3,762,752 |  |  |  | — |  |  |  | 29,119,443 |
|  |  | 2020 |  |  |  | 13,988,135 |  |  |  | (11,942,950 | ) |  |  | 23,378,267 |  |  |  | (367,494 | ) |  |  | — |  |  |  | (240,016 | ) |  |  | (2,625,358 | ) |  |  | 22,190,584 |
PEO (Murren) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | 2020 |  |  | $ | 36,180,335 |  |  | $ | (10,870,634 | ) |  | $ | — |  |  | $ | (1,037,152 | ) |  | $ | 7,000,000 |  |  | $ | (612,836 | ) |  | $ | (6,496,976 | ) |  | $ | 24,162,737 |
Other Named Executive Officers (Average) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | 2024 |  |  | $ | 5,935,142 |  |  | $ | (3,250,000 | ) |  | $ | 2,586,043 |  |  | $ | (3,407,574 | ) |  | $ | — |  |  | $ | (943,924 | ) |  | $ | (340,925 | ) |  | $ | 578,762 |
|  |  | 2023 |  |  |  | 6,096,685 |  |  |  | (3,125,000 | ) |  |  | 4,038,351 |  |  |  | 2,285,821 |  |  |  | — |  |  |  | 2,144,638 |  |  |  | — |  |  |  | 11,440,495 |
|  |  | 2022 |  |  |  | 5,467,867 |  |  |  | (3,125,000 | ) |  |  | 3,416,725 |  |  |  | (2,007,681 | ) |  |  | — |  |  |  | (909,348 | ) |  |  | — |  |  |  | 2,842,563 |
|  |  | 2021 |  |  |  | 5,668,010 |  |  |  | (3,209,438 | ) |  |  | 3,489,191 |  |  |  | 1,883,198 |  |  |  | — |  |  |  | 1,316,755 |  |  |  | — |  |  |  | 9,147,716 |
|  |  | 2020 |  |  |  | 5,440,857 |  |  |  | (2,866,283 | ) |  |  | 4,570,363 |  |  |  | (202,976 | ) |  |  | — |  |  |  | (115,718 | ) |  |  | (1,556,124 | ) |  |  | 5,270,119 |

The following information is relevant to the above table. The Reported Value of Equity Awards column includes the values originally reported in the Stock Awards column in the Summary Compensation Table (SCT), as well as the RSUs awarded to Mr. Fritz in 2024 in connection with the Company’s entry into an agreement with Playtech to provide a digital offering with respect to live dealer. Fair value computations with respect to Absolute TSR PSUs and Relative TSR PSUs were computed in accordance with FASB ASC 718 using a Monte Carlo simulation. Fair value computations with respect to RSUs were computed based on the value of MGM stock on the date of computation, i.e., the end of the calendar year, the date of vesting, or the date of forfeiture, as the case may be. Footnote (c) below contains the names of the Named Executive Officers included in the averages. No information is presented in this table with regard to equity awards issued with respect to the annual incentive plan that were reported in the
Non-Equity
Incentive Plan Compensation column of the SCT, or with respect to RSUs issued in lieu of salary during 2020 that were reported in the Salary column of the SCT. With respect to Messrs. Murren and Rafiq, both of whom terminated in 2020, a portion of their RSUs became time-vested at termination but were subject to payout on the original vesting dates; since payout on such dates was subject to satisfaction of restrictive covenants that were part of the original terms of the award, the vesting date was treated as the original payment date. A portion of Mr. Murren’s $7 million RSU grant in 2020 was cash settled in 2020; since the original grant was reported in the Stock Award Column, the cash settlement was not treated separately from the portion settled in stock.

(C) | Amounts represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Hornbuckle and Mr. Murren) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: for 2024, 2023 and 2022, Messrs. Halkyard, Sanders, Fritz, and McManus; for 2021, Messrs. Halkyard, Sanders, Mandadi, and McManus; and for 2020, Messrs. Sanders, McManus, and Rafiq.

(D) | Cumulative TSR is calculated by assuming a $100 hypothetical investment at December 31,2019 and then for each measurement period multiplying the value at the start of the measurement period by the number obtained by dividing (1) the sum of (A) the cumulative amount of

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Table of Contents
Pay Versus Performance

| dividends for the measurement period beginning December 31, 2019 (assuming dividend reinvestment), and (B) the difference between the Company’s share price at the end and the beginning of the measurement period by (2) the Company’s share price at the beginning of the measurement period.

(E) | Represents the weighted peer group TSR of the companies included in the Dow Jones U.S. Gambling Index by tracking the performance of a $100 hypothetical investment in the common stock of the constituent companies (including dividend reinvestment) from December 31, 2019, through the end of each respective period presented in the table above.

(F) | Represents the amount of net income reflected in the Company’s audited financial statements for the applicable year.

(G) | Based on the S&P500 Constituents as of January 1 of relevant year.

Financial Performance Measures
The three most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

| • |  | Total Shareholder Return (“TSR”).

| • |  | Relative TSR, measured with respect to the S&P 500 Index.

| • |  | Stock Price.

Analysis of the Information Presented in the Pay versus Performance Table
As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a
pay-for-performance
philosophy. The Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following graphs to illustrate the relationships between
information
presented in the Pay versus Performance table.
Compensation Actually Paid Versus TSR 2020-2024

68 |  | MGM Resorts International 2025 Proxy Statement |  |

Table of Contents
Pay Versus Performance
Compensation Actually Paid Versus Net Income 2020-2024
Compensation Actually Paid Versus
One-Year
Relative TSR vs. S&P 500 Constituents

|  |  |  | MGM Resorts International 2025 Proxy Statement |  | 69

##### Table of Contents

Notice Concerning Stockholder Proposals and Nominations

NOTICE CONCERNING STOCKHOLDER

PROPOSALS AND NOMINATIONS

We intend to hold our 2026 annual meeting of stockholders in May 2026. Proposals of stockholders intended to be presented at the 2026 annual meeting of stockholders submitted in accordance with Rule 14a-8 of Regulation 14A under the Exchange Act, must be received by the Secretary of the Company at the following address: Corporate Secretary, MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: Stockholder Communications on or before November 28, 2025 in order to be considered by the Board for inclusion in the form of proxy and proxy statement to be issued by the Board for that meeting. We expect that the 2026 annual meeting will also be held online and as a virtual meeting only.

Our Amended and Restated Bylaws require that any stockholder proposal that is not submitted for inclusion in next year’s proxy statement under Rule 14a-8, but is instead sought to be presented directly at the 2026 annual meeting of stockholders, must be received by us no earlier than January 7, 2026 and no later than February 6, 2026 and otherwise comply with the requirements in our Amended and Restated Bylaws. The Amended and Restated Bylaws also require that any stockholder nominations for director candidates under the Company’s proxy access provisions must be received by us no earlier than October 29, 2025 and no later than November 28, 2025. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 8, 2026. All such stockholder proposals and nominations shall be delivered to the Secretary of the Company, by the stated deadline, at the following address: Corporate Secretary, MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: Stockholder Communications. If we do not receive your proposal or nomination by the appropriate deadline and in accordance with the terms of our Amended and Restated Bylaws, then it may not properly be brought before the 2026 annual meeting of stockholders. The fact that we may not insist upon compliance with these requirements should not be construed as a waiver by us of our right to do so in the future.

70 |  | MGM Resorts International 2025 Proxy Statement |  |

##### Table of Contents

SCAN TO VIEW MATERIALS & VOTE w MGM RESORTS INTERNATIONAL VOTE BY INTERNET ATTN: CORPORATE SECRETARY Before The Meeting—Go to www.proxyvote.com or scan the QR Barcode above 3600 LAS VEGAS BLVD. SOUTH LAS VEGAS, NEVADA 89109 Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 8:59 P.M. Pacific Time on May 6, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting—Go to www.virtualshareholdermeeting.com/MGM2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 8:59 P.M. Pacific Time on May 6, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V66100-P25129 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION MGM RESORTS INTERNATIONAL The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: For Against Abstain 1a. Keith Barr ! ! ! For Against Abstain 1b. Barry Diller ! ! ! 1k. Daniel J. Taylor ! ! ! 1c. Alexis M. Herman ! ! ! 1l. Ben Winston ! ! ! The Board of Directors recommends you vote FOR 1d. William J. Hornbuckle ! ! ! For Against Abstain proposals 2 and 3. 1e. Donna Langley ! ! ! 2. To ratify the selection of Deloitte & Touche LLP, as the ! ! ! independent registered public accounting firm for the year ending December 31, 2025. 1f. Joey Levin ! ! ! 1g. Rose McKinney-James ! ! ! 3. To approve, on an advisory basis, the compensation of ! ! ! our named executive officers. 1h. Keith A. Meister ! ! ! NOTE: Such other business as may properly come before the 1i. Paul Salem ! ! ! meeting or any adjournment or postponement thereof. 1j. Jan G. Swartz ! ! ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

##### Table of Contents

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and AR/10-K/10-K Wrap are available at www.proxyvote.com V66101-P25129 MGM RESORTS INTERNATIONAL This proxy is solicited by the Board of Directors Annual Meeting of Stockholders May 7, 2025 10:00 AM Pacific Time The undersigned hereby appoints JAN G. SWARTZ, ALEXIS M. HERMAN and DANIEL J. TAYLOR, and each of them, Proxies, with full power of substitution, to represent and vote all shares of common stock of MGM RESORTS INTERNATIONAL which the undersigned would be entitled to vote if virtually present at the Annual Meeting of Stockholders of MGM Resorts International and at any adjournments or postponements thereof, on the proposals set forth on the reverse side, and in their discretion, upon any other business that may properly come before the meeting (and any postponement(s) or adjournment(s)). The meeting will be held via live webcast on the Internet at www.virtualshareholdermeeting.com/MGM2025, on May 7, 2025, at 10:00 AM, Pacific Time. The undersigned hereby acknowledges receipt of the Important Notice Regarding the Availability of Proxy Materials and revokes any and all proxies heretofore given with respect to such meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side