Form 8-K

 

 

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