Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On August 19, 2020, the Board of Directors (the "Board") of MGM Resorts
International (the "Company") increased the number of directors of the Company
from twelve to fourteen and appointed Barry Diller, the Chairman and Senior
Executive of IAC/InterActiveCorp. ("IAC") and the Chairman and Senior Executive
of Expedia, Inc., and Joseph Levin, Chief Executive Officer and director of IAC,
as members of the Board. Board committee memberships will be determined at a
later date.
IAC owns approximately 12.0% of the Company's outstanding common stock
accumulated through open market purchases as reported by IAC on Schedule 13D
filed with the Securities and Exchange Commission on August 10, 2020. There is
no arrangement or understanding between Messrs. Diller and Levin and any other
persons pursuant to which either was selected to serve as a director of the
Company. There are no related party transactions between the Company and either
of Mr. Diller or Mr. Levin that would require disclosure under Item 404(a) of
Regulation S-K. Although Messrs. Diller and Levin are entitled to receive the
same cash and equity compensation as the other independent directors, Messrs.
Diller and Levin have elected to decline any compensation for serving on the
Company's Board. On August 20, 2020, the Company issued a press release
regarding the appointments of Messrs. Diller and Levin, 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:
Exhibit No. Description
99.1 Press Release of the Company dated August 20, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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