MGM Resorts International DEFA14A, filed Apr 8, 2022
MGM Resorts International (MGM)
DEFA14A
2022-04-08
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 Sec.240.14a-12
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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):
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No fee required.
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Fee paid previously with preliminary materials.
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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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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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(2)
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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 25, 2022 (the “Proxy Statement”) is meant to clarify how broker non-votes 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 third through fifth paragraphs under the section heading “Quorum and Votes Required” on page 3 of the Proxy Statement is accordingly amended and restated as follows:
The below table summarizes the voting requirements to elect directors and to approve each of the proposals in this Proxy Statement:
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PROPOSAL
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VOTE REQUIRED
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BROKER
DISCRETIONARY
VOTING ALLOWED
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1.
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Election of directors |
Majority of votes cast
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No
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2.
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Ratification of Deloitte & Touche LLP |
Majority of shares represented at meeting virtually or by proxy
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Yes
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3.
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Approval of executive compensation on an advisory basis |
Majority of shares represented at meeting virtually or by proxy
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No
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4.
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Approval and adoption of the 2022 Omnibus Incentive Plan |
Majority of shares represented at meeting virtually or by proxy
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No
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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.
Any current director who does not meet this voting 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). 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. 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, 3 and 4, 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. 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, 3 and 4 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. In addition, with respect to Proposals 3 and 4, broker non-votes, although counted for
purposes of determining whether there is a quorum, are not counted as votes cast and therefore will have the same effect as a vote cast against Proposals 3 and 4 because approval of Proposals 3 and 4 require the affirmative vote of a majority of
shares represented at the meeting virtually or by proxy.
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