ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On June 30, 2020, the Board of Directors (the "Board") of MGM Growth
Properties LLC (the "Company") appointed Kathryn Coleman and Charles Irving as
members of the Board, effective July 1, 2020. Ms. Coleman was also appointed to
the audit committee of the Board. There is no arrangement or understanding
between Ms. Coleman or Mr. Irving and any other persons pursuant to which either
was selected to serve as a director of the Company. The Company has not been
since the beginning of the last fiscal year, and is not currently proposed to
be, a participant in any related party transaction with Ms. Coleman within the
meaning of Item 404(a) of Regulation S-K. Mr. Irving has informed us that he
owns a company from which a subsidiary of the Company's parent, MGM Resorts
International, leases certain property. The lease provides for an annual payment
of $80,000, with a 6% increase each 5 years during the lease term, and the total
estimated payments (inclusive of rent and operating costs) through the end of
the lease term in 2032 are expected to be approximately $1.54 million. Ms.
Coleman and Mr. Irving will be entitled to receive the same cash and equity
compensation as the other non-MGM Resorts International employee directors as
described under "Director Compensation" in the Company's Definitive Proxy
Statement filed with the Securities and Exchange Commission (the "Commission")
on March 27, 2020 and incorporated herein by reference. Ms. Coleman and Mr.
Irving will also receive a grant of restricted stock units with a target value
of $135,000, effective July 1, 2020. The restricted stock units vest on the
earlier of the first anniversary of the grant date and the date of the Company's
next annual meeting. The grant was made pursuant to the Form of Restricted Stock
Unit Agreement for non-employee directors previously filed as Exhibit 10.30 to
the Company's Annual Report on Form 10-K filed with the Commission on February
27, 2020 and incorporated herein by reference. On July 1, 2020, the Company
issued a press release regarding the appointments of Ms. Coleman and Mr. Irving,
a copy of which is furnished as Exhibit 99.l to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits:
99.1 aaa Press Release of the Company dated July 1, 2020.
104 aaaaCover Page Interactive Data File (embedded within the Inline XBRL
document).
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