UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 14, 2011
MGM RESORTS INTERNATIONAL
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-10362 | 88-0215232 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) | ||
| 3600 Las Vegas Boulevard South, Las Vegas, Nevada | 89109 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(702) 693-7120
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
MGM Resorts International (the “Company”) held its annual meeting of stockholders on June 14, 2011, at which stockholders voted on the matters set forth below.
Proposal 1: To elect a Board of Directors.
| FOR | WITHHOLD | |||||||
| ROBERT H. BALDWIN | 307,196,955 | 6,180,577 | ||||||
| WILLIAM A. BIBLE | 310,740,642 | 2,636,890 | ||||||
| BURTON M. COHEN | 310,824,530 | 2,553,002 | ||||||
| WILLIE D. DAVIS | 297,377,916 | 15,999,616 | ||||||
| ALEXIS M. HERMAN | 309,658,370 | 3,719,162 | ||||||
| ROLAND HERNANDEZ | 295,441,812 | 17,935,720 | ||||||
| ANTHONY MANDEKIC | 293,960,661 | 19,416,871 | ||||||
| ROSE MCKINNEY-JAMES | 297,463,485 | 15,914,047 | ||||||
| JAMES J. MURREN | 304,469,086 | 8,908,446 | ||||||
| DANIEL J. TAYLOR | 293,813,389 | 19,564,143 | ||||||
| MELVIN B. WOLZINGER | 300,228,653 | 13,148,879 | ||||||
Broker Non-Votes: 82,397,003
Each of the foregoing directors was elected and received the affirmative vote of a plurality of the votes cast at the annual meeting at which a quorum was present.
Proposal 2: To ratify the selection of the independent registered public accounting firm for the year ending December 31, 2011.
| FOR |
AGAINST |
ABSTAIN | ||
| 387,712,265 | 4,675,968 | 3,386,302 | ||
Broker Non-Votes: 0
The foregoing Proposal 2 was approved.
Proposal 3: To approve, on an advisory basis, the compensation of the Company’s named executives as disclosed in the proxy statement for the annual meeting.
| FOR |
AGAINST |
ABSTAIN | ||
| 245,884,115 | 66,448,396 | 1,045,021 | ||
Broker Non-Votes: 82,397,003
The foregoing Proposal 3 was approved.
Proposal 4: To cast an advisory vote on frequency of the stockholder advisory vote on executive compensation.
| 1 YEAR |
2 YEARS |
3 YEARS |
ABSTAIN | |||
| 304,213,050 | 520,085 | 7,463,946 | 1,180,451 | |||
Broker Non-Votes: 82,397,003
The “1 Year” option in the foregoing Proposal 4 was approved. Consistent with the outcome of this vote, the Company will include an advisory stockholder vote on the compensation of named executives in its proxy materials every year until the next frequency vote.
Proposal 5: To amend and restate the Amended and Restated Certificate of Incorporation of the Company to increase the number of authorized shares of Common Stock to 1,000,000,000.
| FOR |
AGAINST |
ABSTAIN | ||
| 357,724,714 | 34,763,882 | 3,285,939 | ||
Broker Non-Votes: 0
The foregoing Proposal 5 was approved.
Proposal 6: To approve the Company’s Amended and Restated Annual Performance-Based Incentive Plan for Executive Officers.
| FOR |
AGAINST |
ABSTAIN | ||
| 306,491,262 | 6,203,405 | 682,865 | ||
Broker Non-Votes: 82,397,003
The foregoing Proposal 6 was approved.
Proposal 7: To consider a stockholder proposal presented at the annual meeting requesting the issuance of a report to stockholders on the Company’s sustainability policies and performance.
| FOR |
AGAINST |
ABSTAIN | ||
| 51,887,520 | 237,927,181 | 23,562,831 | ||
Broker Non-Votes: 82,397,003
The foregoing Proposal 7 was not approved.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MGM Resorts International | ||||||||
| Date: June 17, 2011 | By: | /s/ Andrew Hagopian III |
||||||
| Andrew Hagopian III | ||||||||
| Vice President & Deputy General Counsel | ||||||||