MGM Resorts International 8-K 2014
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 2014
MGM RESORTS INTERNATIONAL
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(d) On February 6, 2014, the Board of Directors of MGM Resorts International, a Delaware corporation (the Company), appointed Mary Chris Gay to serve as a member of the Companys Board of Directors (the Board) until the Companys next annual meeting or until her successor is elected and qualified. Ms. Gay was also appointed to the audit and compensation committees of the Board. There is no arrangement or understanding between Ms. Gay and any other persons pursuant to which she was selected as a director of the Company. The Company has not been since the beginning of the last fiscal year, and is not currently proposed to be, a participant in any related party transaction with Ms. Gay within the meaning of Item 404(a) of Regulation S-K. Ms. Gay will be entitled to receive the same cash and equity compensation as the other independent directors as described under Director Compensation in the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission (the Commission) on April 30, 2013 and incorporated herein by reference. Ms. Gay also received a grant of restricted stock units with a target value of $70,000, based on the closing price of our common stock on February 6, 2014. The restricted stock units vest on the earlier of the first anniversary of the grant date and the date of the Companys next annual meeting. The grant was made pursuant to the Form of Restricted Stock Unit Agreement for non-employee directors previously filed as Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q filed with the Commission on November 7, 2011 and incorporated herein by reference. On February 6, 2014, the Company issued a press release regarding the election of Ms. Gay, a copy of which is furnished as Exhibit 99.l to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 7, 2014
INDEX TO EXHIBITS