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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