MGM Resorts International 8-K, filed Sep 5, 2025
MGM Resorts International (MGM)
8-K
2025-09-05
For: 2025-08-29
View Original
Added on
April 07, 2026
About this 8-K
MGM Resorts International filed this 8-K on September 5, 2025, reporting on events of August 29, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 29, 2025
(Exact name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
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Registrant’s Telephone Number, Including Area Code: (702 ) 693-7120
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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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||
| New York Stock Exchange | |||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CRF § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CRF § 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 29, 2025, MGM Resorts International, a Delaware corporation (the “Company”), entered into an amendment to the employment agreement with Corey Sanders, Chief Operating Officer of the Company (the “Amendment”), extending the term of the Employment Agreement from August 31, 2025 to December 31, 2025 for his role as Chief Operating Officer (the “COO Term”). No changes were made to Mr. Sanders’ salary, target bonus or equity eligibility during the COO Term. Following the COO Term, the Amendment provides that Mr. Sanders will continue to be employed by the Company as the Senior Advisor to the Chief Executive Officer and President through December 31, 2026 to assist the Chief Executive Officer on matters as may be requested by the Chief Executive Officer (the “Advisory Employment Term”). During the Advisory Employment Term, the Company will provide Mr. Sanders with a monthly salary of $25,000 and a potential bonus opportunity of up to $200,000. The Amendment further provides Mr. Sanders with certain other benefits, which are discussed in detail in the Amendment.
On September 5, 2025, the Company issued a press release regarding Mr. Sanders’ retirement and transition to senior advisor. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The foregoing description is not a complete description of the Amendment and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference in this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(a) | Not applicable. | |||||||
(b) | Not applicable. | |||||||
(c) | Not applicable. | |||||||
(d) | Exhibits: | |||||||
Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MGM Resorts International | ||||||||
| Date: September 5, 2025 | By: | /s/ Jessica Cunningham | ||||||
| Name: Jessica Cunningham | ||||||||
| Title: Senior Vice President, Legal Counsel and Assistant Secretary | ||||||||
Exhibit 10.1
AMENDMENT AND MODIFICATION TO EMPLOYMENT AGREEMENT
This AMENDMENT AND MODIFICATION TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into on August 29, 2025 (the “Effective Date”) by and between Corey Sanders (“Employee” or “you”) and MGM Resorts International, for itself and its parents, subsidiaries and affiliates (“Employer” or “Company”).
WHEREAS, the Company and Employee entered into an Employment Agreement on September 1, 2022 (as amended on December 6, 2022, the “Employment Agreement”), which terminates on August 31, 2025;
WHEREAS, the Company and Employee desire to amend the Employment Agreement as provided below to address and alter the terms and conditions of Employee’s employment;
NOW, THEREFORE, in accordance the terms of the Employment Agreement and in consideration of the rights and benefits conveyed to the Employee and the mutual covenants and agreements set forth herein, the Company and Employee hereby agree and amend the Employment Agreement as follows:
I.Definitions. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Employment Agreement, as applicable.
II.Amendment/Modification. The following provisions shall apply, and the Employment Agreement shall be deemed amended and/or modified as of the Effective Date as follows:
a.Section 2. Term. The term of your employment under the Employment Agreement shall be extended from its amended termination date of August 31, 2025 to December 31, 2025 (the "Specified Term").
b.Section 3.1. Bonus. If Employee remains employed as of December 31, 2025, Employee shall be eligible for his full 2025 bonus pursuant to the terms of the 2025 Bonus Letter, dated as of March 11, 2025.
c.Section 3.3. Equity Awards. Employee shall be eligible for an annual equity award in 2025 in the forms and amounts determined by the Human Capital and Compensation Committee (the “Committee”) in its discretion. It is the Committee’s present expectation that such annual awards will have a value targeted at $3,750,000 and that such annual awards will be provided (i) 50% in the form of restricted stock units of the Company (“RSUs”) that are subject to performance-based and service-based vesting conditions and (ii) 50% in the form of RSUs that are subject solely to service-based vesting conditions.
d.Section 10.2.1(a). Restrictive Period No Cause Termination. Section 10.2.1(a) shall be deleted in its entirety.
e.Section 21. Employee’s Good Cause. Following the Effective Date, the Company may transition the Employee’s duties and responsibilities to the Employee’s successor (or
successors), which transition of duties and responsibilities shall not constitute “Employee’s Good Cause” as defined in the Employment Agreement.
f.Advisory Role. Subject to your continued employment with the Company through December 31, 2025, the Company agrees that during the 12-month period ending December 31, 2026 (the “Advisory Employment Term”), you shall be employed by the Company as Senior Advisor to the Chief Executive Officer and President to assist on matters as may be requested by the Chief Executive Officer.
a.Compensation. During the Advisory Employment Term, you shall receive a monthly salary of $25,000 in arrears at payable at or near the 15 of each month. In addition, to the extent you remain employed through the end of the Advisory Employment Term, you shall be eligible to receive a cash bonus up to $200,000 in the sole discretion of the Chief Executive Officer payable within 30 days following the end of the Advisory Employment Term (provided, however, that to the extent the Chief Executive Officer determines to terminate you prior to December 31, 2026 in accordance with subsection (e) below, the Chief Executive Officer may award you with a pro-rated bonus in his sole discretion). Except for the monthly salary and bonus, during the Advisory Employment Term, you will not be eligible to receive any other compensation from the Company, including, without limitation, any management incentive plan bonus, annual grant, or any other variable or incentive compensation.
b.Benefits. During the Advisory Employment Term, Employee is also eligible to receive employee and fringe benefits as set forth in Schedule A hereto, provided that the Chief Executive Officer may add or remove such benefits upon written notice to you at any time during the Advisory Employment Term. Employer will also reimburse Employee for all reasonable business and travel expenses Employee incurs in performing Employee’s duties under this Agreement, payable in accordance with Employer’s customary practices and policies, as Employer may modify and amend them from time to time. Such travel, if by air, may be on aircraft provided by Employer (if authorized by the Chief Executive Officer), or if commercial airlines are used, on a first-class basis (or best available basis, if first class is not available). Employee shall be entitled to continue to participate in the health, medical, dental, vision and hospitalization benefit plans of the Company as in effect and maintained by the Company for the benefit of employees in the Executive Band, from time to time, in each case subject to all restrictions and limitations contained in such plans or established by government regulation.
c.2025 Annual Equity Grant. With respect to the Employee’s regular annual incentive award grant in 2025, the provisions with respect to “Retirement” shall apply without regard to any otherwise applicable requirement that (x) Employee provide Employer at least 90 days’ advance notice of Retirement, provided that Employee does not retire
prior to the end of the Specified Term, or (y) that the award had been granted at least six (6) months prior to the date of Retirement; provided, however, that such 2025 grant shall be forfeited if, prior to the expiration of such six (6) month period following the 2025 grant date, Employee terminates Employee’s employment during the Advisory Employment Term without Participant’s Good Cause (as defined in the applicable award forms) or (ii) Employer terminates Employee for Employer’s Good Cause (as defined in the applicable award form).
d.Continuation of Executive Health. To the extent that the Employee is enrolled under the Company’s group health plan at the end of the Advisory Employment Term, the Employee shall be entitled to elect to continue health benefits coverage under the Consolidated Omnibus Reconciliation Act of 1986 (“COBRA”). To assist the Employee to make COBRA payments, within 30 days after the end of Advisory Employment Term, and assuming the Employee has timely enrolled under COBRA, Employer will pay Employee a lump sum payment equal to the gross cost of COBRA coverage for the lesser of (i) eighteen (18) months immediately following the separation or (ii) the period of months at the time of your separation until the Employee’s 65th birthday (the “Benefits Stub Period”). Thereafter, Employee shall be entitled to elect to continue such COBRA coverage for the remainder of the COBRA period, at Employee’s own expense.
e.During the Advisory Employment Term, Employer may terminate Employee at any time by providing 30-day written notice. Such early termination will be without penalty. For the avoidance of doubt, the provisions of Section 10.2 and 10.3 of the Employment Agreement shall not apply during the Advisory Employment Term.
f.Restrictive Covenants. You acknowledge and agree that (x) each of the restrictive covenants to which you are subject in your Employment Agreement (including without limitation, the provisions set forth in Section 8 of the Employment Agreement) shall survive and continue in full force and effect during the Advisory Employment Term in accordance with its terms and (y) the Restrictive Period shall commence immediately following the last day of the Advisory Employment Term; provided that any restrictive covenant may be waived in writing on a case-by-case basis in the sole discretion of the Chief Executive Officer. You further acknowledge and agree that Section 8.3 (Confidentiality) of the Employment Agreement shall survive and continue in full force and effect in accordance with its terms notwithstanding the termination of the Employment Agreement for any reason. In addition, the provisions of Sections 5 through 7, Section 9 and Sections 11 though 22 will remain in effect during the Advisory Employment Term.
g.Change of Control Policy. For the avoidance of doubt, the Employee shall no longer be considered a Participant in the Company’s Amended and Restated Change of Control Policy for Executive Officers following the end of the Specified Term.
III.No Other Amendments; Entire Agreement. Except as expressly amended and modified herein, all other terms of the Employment Agreement shall remain the same, unmodified, and in full force and effect. This Agreement, together with the surviving provisions of the Employment Agreement entered into as of August 29, 2025, set forth the entire agreement and understanding between the parties and supersedes any prior oral or written agreement or understandings between them regarding its subject matter. Employee understands, acknowledges and agrees that Employee has not relied on any representations, promises or agreements of any kind in connection with the decision to enter into this Agreement except for those set forth herein. This Agreement may be signed in one or more counterparts, including facsimile or electronic counterparts, all of which together shall constitute one agreement, and each of which separately shall constitute an original document.
IV.Miscellaneous. This Amendment shall be effective as of the Effective Date. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and Employee have caused this Modification to be executed in Las Vegas, Nevada as of the date first written above.
| EMPLOYEE – Corey Sanders | ||
| /s/ Corey Sanders | ||
Dated: August 29, 2025 | ||
EMPLOYER – MGM Resorts International | ||
| /s/ William J. Hornbuckle | ||
By: William J. Hornbuckle, Chief Executive Officer and President | ||
Exhibit 99.1
MGM RESORTS INTERNATIONAL CHIEF OPERATING OFFICER COREY SANDERS TO RETIRE AFTER MORE THAN 30 YEARS OF SERVICE
LAS VEGAS, September 5, 2025 – MGM Resorts International (NYSE: MGM) announced today that Corey Sanders, Chief Operating Officer, will retire from the company after more than 30 years of dedicated service and leadership. Sanders has agreed to remain COO through Dec. 31, 2025, and to serve as an advisor to the President and CEO through Dec. 31, 2026. The Company intends to name a new COO to serve as Sander’s successor later this month.
“It’s impossible to overstate what Corey has meant to this Company over the last 30-plus years. He has been a constant presence, providing foundational leadership for all the key moments that have defined our history – from our acquisitions of Mirage Group and Mandalay Resort Group to our regional property openings and expansions like Springfield, National Harbor, Empire City and Borgata,” said Bill Hornbuckle, President & CEO, MGM Resorts. “More importantly, Corey helped us put all the different pieces together to create one company and one culture. As a leader and as a person, Corey understood the importance of caring for employees and treating people with respect. He will be deeply missed.”
Sanders is currently MGM Resorts’ Chief Operating Officer, overseeing the company’s Las Vegas and regional properties as well as multiple corporate departments, including Hospitality, Gaming, Human Resources, and Strategic Initiatives. Prior to that, he served as the company’s Chief Financial Officer and Treasurer. In his tenure with MGM Resorts, Sanders has also served as Chief Operating Officer for the company’s Core Brands, Executive Vice President of Operations for MGM MIRAGE, Executive Vice President and Chief Financial Officer for MGM Grand Resorts, Executive Vice President and CFO for MGM Grand, Assistant Vice President of Corporate Finance and Tax Director for MGM Grand.
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ABOUT MGM RESORTS INTERNATIONAL
MGM Resorts International (NYSE: MGM) is an S&P 500® global gaming and entertainment company with national and international locations featuring best-in-class hotels and casinos, state-of-the-art meetings and conference spaces, incredible live and theatrical entertainment experiences, and an extensive array of restaurant, nightlife and retail offerings. MGM Resorts creates immersive, iconic experiences through its suite of Las Vegas-inspired brands. The MGM Resorts portfolio encompasses 31 unique hotel and gaming destinations globally, including some of the most recognizable resort brands in the industry. The Company's 50/50 venture, BetMGM, LLC, offers sports betting and online gaming in North America through market-leading brands, including BetMGM and partypoker, and the Company's subsidiary, LV Lion Holding Limited, offers sports betting and online gaming through market-leading brands in several jurisdictions throughout Europe and Brazil. The Company is currently pursuing targeted expansion in Asia
through an integrated resort development in Japan. Through its Focused on What Matters philosophy, MGM Resorts commits to creating a more sustainable future, while striving to make a bigger difference in the lives of its employees, guests and in the communities where it operates. The global employees of MGM Resorts are proud of their company for being recognized as one of FORTUNE® Magazine's World's Most Admired Companies®. For more information, please visit us at www.mgmresorts.com. Please also connect with us @MGMResortsIntl on X as well as Facebook and Instagram.
FORWARD LOOKING STATEMENTS
Statements in this release that are not historical facts are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and involve risks and/or uncertainties, including those described in the MGM's public filings with the Securities and Exchange Commission. Forward-looking statements can be identified by the use of forward-looking terminology such as "believes," "expects," "could," "may," "will," "should," "seeks," "likely," "intends," "plans," "pro forma," "projects," "estimates" or "anticipates" or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. MGM has based forward-looking statements on management's current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, MGM's expectations regarding the timing of future succession related announcements. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include risks related to the effects of economic conditions and market conditions in the markets in which MGM operates; the significant competition within the gaming and entertainment industry; MGM's ability to execute on its business plan; changes in applicable laws or regulations; other contingencies in connection with growth in new or existing jurisdictions and additional risks and uncertainties described in MGM's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). In providing forward-looking statements, MGM is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law. If MGM updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those other forward-looking statements
MGM RESORTS CONTACT:
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