MGM Resorts International 8-K 2016
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): January 13, 2016
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 13, 2016, the Board of Directors of MGM Resorts International (the Company) approved and adopted amendments to the Companys Bylaws, effective as of that date (the Amended and Restated Bylaws), to implement proxy access, a means for the Companys stockholders to include stockholder-nominated director candidates in the Companys proxy materials for annual meetings of stockholders. The Amended and Restated Bylaws include a new Section 12(b) of Article I, which sets forth the proxy access process.
Pursuant to Section 12(b)(2) of Article I of the Amended and Restated Bylaws, proxy access will first be available to stockholders for the Companys 2016 annual meeting of stockholders for director nominees submitted by stockholders through the proxy access process (stockholder nominees) no earlier than January 15, 2016 and no later than February 15, 2016, subject to the further requirements set forth in Section 12(b) of Article I of the Amended and Restated Bylaws.
Section 12(b) of Article I of the Amended and Restated Bylaws generally permits a stockholder, or group of not more than 20 stockholders (collectively, an eligible stockholder), meeting specified eligibility requirements, 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 Companys 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:
Additionally, stockholder nominees must be independent and meet specified criteria and 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 set forth in Section 12(a) of the Amended and Restated Bylaws that a stockholder intends to nominate a director at such meeting. An eligible stockholder may also include a written statement of 500 words or less in support of the candidacy of the proposed stockholder nominee(s). 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.
Certain revisions have also been made to the advance notice provisions in Section 12(a) of Article I of the Amended and Restated Bylaws relating to requirements for stockholder-nominated director candidates for purposes of consistency with the proxy access process and to include a requirement that the candidate be eligible to be qualified by applicable gaming and regulatory authorities. The Amended and Restated Bylaws also reflect other technical and administrative changes.
The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
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: January 15, 2016
INDEX TO EXHIBITS