MGM RESORTS INTERNATIONAL (NYSE:MGM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers.
(e)
Letter with Respect to Existing Equity Awards
On March6, 2017, the Compensation Committee of the Board of
Directors (the Committee) of MGM Resorts International (the
Company) approved amendments to outstanding restricted stock unit
(RSU) award agreements (the RSU Amendments). The RSU Amendments
provide that for every dividend paid with respect to the shares
underlying an employees or directors existing RSU awards, such
RSU awards will accrue dividend equivalents that will be
reinvested in additional full and fractional RSUs on the dividend
payment date. Any dividend equivalents will be subject to the
vesting, settlement and other conditions applicable to the RSU on
which the dividend equivalent is being paid. In addition, the
right of any Section16 officer to receive dividend equivalents
will be subject to the Companys Adjusted EBITDA for the six-month
period ending September30, 2017 being at least 50% of the
Adjusted EBITDA target as set by the Compensation Committee in
accordance with Rule 162(m).
In addition, on March6, 2017, the Committee approved a make-whole
award (the Make-Whole PSU Grant) to the holders of performance
share units (PSUs) that are employees of the Company. The
make-whole award mirrors the economics of each outstanding PSU
award such that the holder of the make-whole PSU will receive, at
the end of the applicable performance period, a number of shares
equal to the number of shares such executive would have been
entitled to receive had their original PSU award been granted
with dividend equivalent rights and a performance metric based on
total shareholder return less the number of shares actually
received to the original PSU award.
The Company communicated the RSU Amendments and the Make-Whole
PSU Grant to its existing employees through the form letter (the
Letter) filed as Exhibit 10.1 to this Current Report. The
foregoing summary is qualified in its entirety by the terms of
the Letter.
Award Forms
On March6, 2017, the Committee also approved certain new award
forms to be used to evidence future RSU and PSU awards made under
the Companys 2005 Omnibus Incentive Plan, as amended (the Plan).
The Committee approved new Form of Restricted Stock Unit Award
Agreements for employees, Section16 Officers and non-employee
directors. The new award agreements modify the prior forms to
provide for dividend equivalent rights.
The Committee also approved new Form of Performance Share Unit
Agreements. The new award agreements modify the prior forms to
provide for dividend equivalent rights and to change the
performance metric from stock price to total shareholder return.
Other than as described above, the forms are otherwise
substantially similar to the forms currently used for these types
of awards under the Plan. The amendedaward formsare included
herewith asExhibits 10.2, 10.3, 10.4, 10.5 and 10.6.
| Item9.01 | Financial Statements and Exhibits. |
(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits:
2
|
Exhibit No. |
Description |
|
| 10.1 | Form of Letter to Employees re Existing Equity Awards | |
| 10.2 | Form of Performance Share Unit Agreement (Bonus Payout) | |
| 10.3 | Form of Performance Share Unit Agreement (Annual Grant) | |
| 10.4 |
Form of Restricted Stock Unit Agreement (Non-Employee Director) |
|
| 10.5 | Form of Restricted Stock Unit (with Performance Hurdle) | |
| 10.6 | Form of Restricted Stock Unit (no Performance Hurdle) |
About MGM RESORTS INTERNATIONAL (NYSE:MGM)
MGM Resorts International is a holding company. The Company owns and operates casino resorts. It operates in two segments: wholly owned domestic resorts and MGM China. Its casino resorts offer gaming, hotel, convention, dining, entertainment, retail and other resort amenities. It has additional business activities, including its investments in unconsolidated affiliates, and other corporate and management operations. Its wholly owned domestic resorts consisted of casino resorts in Las Vegas, Nevada, which includes Bellagio, MGM Grand Las Vegas, Mandalay Bay, The Mirage, Luxor, New York-New York, Excalibur, Monte Carlo and Circus Circus Las Vegas. It also operates other casinos, which includes MGM Grand Detroit in Detroit, Michigan; Beau Rivage in Biloxi, Mississippi, and Gold Strike Tunica in Tunica, Mississippi. MGM China’s operations consist of the MGM Macau resort and casino and the development of an integrated casino, hotel, and entertainment resort on the Cotai Strip in Macau. MGM RESORTS INTERNATIONAL (NYSE:MGM) Recent Trading Information
MGM RESORTS INTERNATIONAL (NYSE:MGM) closed its last trading session up +0.07 at 25.50 with 7,790,571 shares trading hands.
