MGM Resorts International DEFA14A, filed Apr 16, 2021
MGM Resorts International (MGM)
DEFA14A
2021-04-16
View Original
Added on
October 17, 2026
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 (Amendment No. 1)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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MGM Resorts International
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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MGM RESORTS INTERNATIONAL
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Supplement to Proxy Statement
This supplement to the definitive proxy statement filed on March 26, 2021 (the “Proxy Statement”) is meant to clarify how broker non-votes and abstentions will be handled with respect to the proposals our stockholders
are being asked to consider and vote on at the Annual Meeting. Except as specifically supplemented by the information contained below, all information set forth in the Proxy Statement remains unchanged.
CHANGES TO PROXY STATEMENT
The last paragraph under the section heading “Quorum and Votes Required” on page 3 of the Proxy Statement is accordingly amended and restated as follows:
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 properly cast.
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. Abstentions and broker non-votes, although counted for purposes of determining a quorum, do not count as votes cast or as votes “against” and have no effect with respect to the election of
directors. Any current director who does not meet this standard is subject to the Board’s policy regarding resignations by directors who do not receive a majority of votes cast, which is set forth in our Corporate Governance Guidelines (as defined
below). 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, and accordingly, an abstention will have the same effect as a vote cast
against each of these proposals. In addition, with respect to Proposal 3, broker non-votes are not counted as votes cast and will therefore have no effect on the outcome of the vote. Brokers, banks and other nominees have discretionary voting power
with respect to Proposal 2. With respect to Proposal 4, a properly executed proxy marked “ABSTAIN,” although counted for purposes of determining whether there is a quorum, will not be counted as a vote cast and therefore will have the same effect as
a vote cast against Proposal 4. In addition, with respect to Proposal 4, broker non-votes are not counted as votes cast and will therefore have the same effect as a vote cast against Proposal 4, because approval of Proposal 4 requires the affirmative
vote of a majority of outstanding shares.