MGM Resorts International : 2024 Annual Report 2025 Proxy Statement

Published: 2025-03-28 16:49:52 ET MGM

LETTER FROM OUR CEO AND PRESIDENT

Dear MGM Resorts International Stockholders:

Your company had another exceptional year of record results, delivering our best year ever for consolidated net revenues. The company also generated all-time high record annual domestic slot win, hotel revenue, and F&B revenue, as well as record annual Segment Adjusted EBITDAR for MGM China. This outcome is only possible because of the culture our employees have built around SHOW and saying Yes to our guests. Our commitment and dedication to guest centricity is reflected in our Net Promoter Scores, which set an all-time record for our Gold+ customers in the fourth quarter of 2024. I can't say enough great things about our people at MGM who drive these great results day-in and day-out.

While there were numerous highlights that took place during the year, a few stood out:

• The continued evolution of Las Vegas as the sports and entertainment capital of the world was further evidenced as the city played host to Super Bowl LVIII for the first-time ever at Allegiant Stadium. We took advantage of the game's proximity to our premiere resorts by posting some of the top room revenue days ever and near-record event gaming volumes.

• The Las Vegas Grand Prix returned after a successful inaugural year, and once again brought significant economics to MGM during what has historically been one of the slowest weekends of the year.

• We officially launched our relationship with Marriott, allowing over 200 million Marriott Bonvoy members to seamlessly book rooms, and earn and redeem Marriott Bonvoy points at 17 of MGM Resorts' destinations, including the newly branded W Las Vegas. The collaboration has exceeded expectations after its first year, bringing a new customer base that is driving higher room rates and spending more on property, all at lower acquisition costs.

• Our best-in-class regional properties play an important role in the Marriott relationship and remain a steady source of free cash flow for the company.

• In Macau, we achieved the best-ever full year Segment Adjusted EBITDAR in the history of MGM China. Strong execution drove market share to over 16% by year end, and we are confident in our ability to sustain share around those levels. We also debuted Macau2049, our first residency show, at MGM Cotai, and the Poly Art Museum at MGM Macau. These eagerly anticipated experiences are both important steps to drive non-gaming revenues and visitation to Macau.

• BetMGM drove over $2 billion in top line for the year, with accelerated revenue growth exhibited in the second half of the year relative to the first half. We anticipate positive EBITDA in 2025, positioning the venture to generate $500 million in annual EBITDA in the future.

• With MGM Digital's expected acquisition spending now complete, the primary focus is twofold: integrating the pieces of our technology stack, which allow us to compete anywhere in the world, and launching in new markets. We are seeing encouraging revenue growth trends in new markets to date and are excited for our recent launch and early progress in Brazil, a $7 billion market opportunity.

Our capital allocation strategy remains guided by opportunities to invest capital with high financial returns, while maintaining a robust balance sheet with ample liquidity. We continue to make progress toward an Integrated Resort Development in Japan and in obtaining a commercial gaming license in New York. We also remain firmly committed to returning capital to stockholders in the form of share repurchases. In 2024, we repurchased 33 million shares and have reduced shares outstanding by more than 40% since 2021.

While the physical portfolio continues to power the company forward, it will soon be boosted by contributions from our digital assets as those investments materialize in the coming years. We are proud of all we have achieved in 2024, but even more inspired by what is achievable in 2025.

Sincerely,

Bill Hornbuckle

Chief Executive Officer and President

3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

VIRTUAL ANNUAL MEETING

This year's Annual Meeting will be held exclusively online. You may attend and vote during the Annual Meeting via live audio webcast on the Internet atwww.virtualshareholdermeeting.com/MGM2025. While you will not be able to attend the Annual Meeting in person, holding the meeting online enables increased stockholder attendance since stockholders can participate from any location around the world.

As described in proxy materials for the Annual Meeting, you are entitled to virtually attend the Annual Meeting, vote and submit questions online by visitingwww.virtualshareholdermeeting.com/MGM2025. You may submit questions in advance of the meeting until 8:59 p.m., Pacific Time on May 6, 2025 by going towww.proxyvote.comand logging in with your control number. During the meeting, we will endeavor to answer as many questions submitted by stockholders in advance of the meeting as time permits if the questions comply with our Annual Meeting Rules of Conduct, which will be made available prior to the Annual Meeting once stockholders are logged in. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. You will need your control number included on your Notice of Internet Availability of Proxy Materials or Proxy Card (if you receive a printed copy of the proxy materials) in order to be able to vote during the Annual Meeting. We encourage you to access the Annual Meeting webcast prior to the start time. Online check-in will begin at 9:45 a.m., Pacific Time, and you should allow ample time for the check-in procedures.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log in page.

ANNUAL MEETING PROPOSALS

1 ELECTION to elect directors to the Board of Directors

2 RATIFICATION to ratify the selection of the independent registered public accounting firm for the year ending December 31, 2025

3 APPROVAL to approve, on an advisory basis, the compensation of our named executive officers

OTHER BUSINESS to consider the transaction of any other business as may properly come before the meeting or any adjournments or postponements thereof

PROXY VOTING

Stockholders of record at the close of business on March 14, 2025 are entitled to notice of, and to vote at, the Annual Meeting. Stockholders are requested to join the Annual Meeting on time and, with respect to stockholders whose shares are held in "street name" by a broker, you may gain access to the meeting by following the instructions in the voting instruction card provided by your broker, bank or other nominee.

Your vote is important. Please be sure to vote your shares in favor of the Board of Directors' recommendations in time for our May 7, 2025 meeting date.

Your attention is directed to the Proxy Statement accompanying this Notice for a more complete statement of the matters to be considered at the meeting.

Your Board of Directors unanimously recommends that you vote "FOR" each nominee for director listed in Proposal 1, and "FOR" Proposals 2 and 3.

Paul Salem

Chair of the Board

March 28, 2025

PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD OR SUBMIT YOUR PROXY USING THE INTERNET OR TELEPHONE. Use of the enclosed envelope requires no postage for mailing in the United States.

TABLE OF CONTENTS

2025 ANNUAL MEETING OF STOCKHOLDERS 1

Your Vote is Important 1

How to Vote - Stockholder of Record 1

Voting Rights and Outstanding Shares 1

Quorum and Votes Required 2

Adjournment 3

How to Revoke or Change Your Vote 3 How the Votes Will be Counted and Who Will

Certify the Results 3

Costs of and Participants in Solicitation 3

Copies of Proxy Materials 4 Delivery to a Single Household to Reduce

Duplicate Mailings 4

Stockholder Outreach 4

CORPORATE GOVERNANCE 6

Corporate Governance Practices at a Glance 6

Corporate Governance Guidelines 6

Code of Conduct 6

Director Independence 6

Director Stock Ownership Guidelines 7

Proxy Access 7 Information Regarding the Board and Board

Committees 7 Human Capital and Compensation Committee

Interlocks and Insider Participation 11

Director Selection Process 11

Board Leadership Structure 13

Director Emeritus Designation 13

Director Continuing Education 13

Director Time Commitments 13

Board Diversity 14 Stockholder and Interested Parties

Communications with Directors 14

Delinquent Section 16(A) Reports 14

Inside Trading Policy and Procedures 15

Board Oversight of Risk 16

Cybersecurity Risk Management and Oversight 16

Social Impact and Sustainability 17

DIRECTOR COMPENSATION 19

2024 Director Compensation 19

Independent Director Compensation Structure 20

Independent Director Use of Company Facilities 20

PRINCIPAL STOCKHOLDERS 21

Security Ownership in our Subsidiaries 22

TRANSACTIONS WITH RELATED PERSONS 23

PROPOSALS REQUIRING YOUR VOTE 24

Proposal No. 1 Election of Directors 24 Proposal No. 2 Ratification of Selection of

Independent Registered Public Accounting Firm 37

Audit and Non-Audit Fees 37

Pre-Approval Policies and Procedures 37

Audit Committee Report 37

Proposal No. 3 Advisory Vote to Approve

Executive Compensation 39

EXECUTIVE COMPENSATION 40

Compensation Discussion and Analysis 40

Executive Summary 40

Compensation Practices at a Glance 43

Executive Compensation Process 43

Objectives of Our Compensation Program 45

Elements of Compensation 46

Other Compensation Matters 55

COMPENSATION TABLES 56

Summary Compensation Table 56

Grants of Plan-Based Awards 57

Outstanding Equity Awards at Fiscal Year-End 58

Option/SAR Exercises and Stock Vested 60

Nonqualified Deferred Compensation 60

Estimated Benefits Upon Termination 60

CEO PAY RATIO DISCLOSURE 65

PAY VERSUS PERFORMANCE 66

Pay vs. Performance Table 66

NOTICE CONCERNING STOCKHOLDER

PROPOSALS AND NOMINATIONS 70

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this Proxy Statement that are not historical facts are "forward-looking" statements within the meaning of the safe harbor under the Private Securities Litigation Reform Act of 1995 and other related laws. Such statements involve risks and/or uncertainties, including as described in the Company's public filings with the U.S. Securities and Exchange Commission (the "SEC"). MGM Resorts International (the "Company") has based these forward-looking statements on management's current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, the Company's expectations regarding its ability to execute on its strategic plan, return value to stockholders and achieve its social impact and sustainability goals. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include effects of economic conditions and market conditions, including elevated levels of inflation, in the markets in which the Company operates and competition with other destination travel locations throughout the United States and the world, the design, timing and costs of expansion projects, risks relating to international operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions, risks relating to cybersecurity and additional risks and uncertainties described in the Company's annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K reports (including all amendments to those reports). In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise except as required by law.

Historical, current, and forward-looking environmental and social-related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve. Forward-looking and other statements in this document or referenced from this document may also address our corporate responsibility and sustainability progress, plans, and goals. The inclusion of, or reference to, such statements is not an indication that they are necessarily material for the purposes of complying with or reporting pursuant to the U.S. federal securities laws and regulations, even if we use the word "material" or "materiality" in this document. Moreover, the information on or accessible through our website and our other reports discussed herein are not part of or incorporated by reference into this Proxy Statement.

2025 Annual Meeting of Stockholders

2025 ANNUAL MEETING OF STOCKHOLDERS

The form of proxy accompanying this Proxy Statement and the persons named therein as proxies have been approved by, and this solicitation is made on behalf of, the Board of Directors of MGM Resorts International (the "Board") in connection with the Annual Meeting of Stockholders of MGM Resorts International (the "Annual Meeting") to be held at the following date, time and place, and at any postponements or adjournments thereof:

May 7, 2025 10:00 a.m. Pacific Time Via live audio webcast on the Internet atwww.virtualshareholdermeeting.com/MGM2025

MGM Resorts International, together with its subsidiaries, is referred to herein as the "Company," "we" or "us," unless the context indicates otherwise. Matters to be considered and acted upon at the Annual Meeting are set forth in the Notice of Annual Meeting accompanying this Proxy Statement and are more fully described herein. On or about March 28, 2025, we will mail and/or make available this Proxy Statement and the enclosed proxy to each stockholder entitled to vote at the Annual Meeting. The Annual Meeting will begin promptly at 10:00 a.m. Pacific Time. We encourage you to access the Annual Meeting prior to the start time. Online access will be available beginning at 9:45 a.m. Pacific Time. Our Annual Report to Stockholders for the year ended December 31, 2024 accompanies this Proxy Statement.

This year's Annual Meeting will be held exclusively online. You may attend and vote during the Annual Meeting via live audio webcast on the Internet atwww.virtualshareholdermeeting.com/MGM2025. You may submit questions in advance of the meeting until 8:59 p.m., Pacific Time, on May 6, 2025 by going towww.proxyvote.com and logging in with your control number. You will not be able to attend the Annual Meeting in person as there will be no physical meeting location. We expect that in future years we will continue to host a virtual meeting only, which we believe is consistent with our cost reduction efforts to further position your Company for future growth. Furthermore, we believe a virtual meeting will enable increased stockholder attendance and participation since stockholders can participate from any location around the world.

YOUR VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 7, 2025. The Proxy Statement, Proxy Card and Annual Report are available for review online atwww.proxyvote.com.

HOW TO VOTE-STOCKHOLDER OF RECORD

VOTING RIGHTS AND OUTSTANDING SHARES

Only record holders of our Common Stock, $0.01 par value per share ("Common Stock"), as of March 14, 2025 will be entitled to vote at the Annual Meeting. At the close of business on March 14, 2025, there were 282,950,593 shares of Common Stock outstanding and entitled to vote. Each stockholder of record is entitled to one vote for each share of Common Stock held on that date on all matters that may properly come before the Annual Meeting.

You may vote by attending the Annual Meeting virtually, by completing and returning a proxy by mail or by using the internet or telephone. For stockholders who have requested paper copies of our proxy materials, you may submit your proxy by mail by marking your vote on the Company's enclosed proxy card (the "Proxy Card"), then following the mailing instructions on the Proxy Card. To submit your proxy using the internet or by telephone, see the instructions on the Proxy

MGM Resorts International

2025 Proxy Statement

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2025 Annual Meeting of Stockholders

Card and have the Notice of Internet Availability or Proxy Card available when you access the internet website or place your telephone call. You may vote by internet or telephone until 8:59 p.m., Pacific Time, on May 6, 2025.

If you are a stockholder of record and wish to virtually attend the Annual Meeting and vote online by visitingwww.virtualshareholdermeeting.com/MGM2025, you may do so. You will need your control number included on your Notice of Internet Availability of Proxy Materials or proxy card (if you receive a printed copy of the proxy materials) in order to be able to vote during the Annual Meeting. If you vote by proxy prior to the Annual Meeting and also virtually attend the annual meeting, there is no need to vote again at the annual meeting unless you wish to change your vote. If you are the beneficial owner of Common Stock held in "street name" by a broker and wish to virtually attend the Annual Meeting and vote online at the Annual Meeting, you must obtain a "legal proxy" from the bank, brokerage or other institution holding your Common Stock giving you the right to vote your shares.

All shares of Common Stock represented by properly submitted proxies will be voted at the Annual Meeting in accordance with the directions on the proxies, unless such proxies have previously been revoked. If you are a stockholder of record and submit a Proxy Card with no voting direction indicated, the shares will be voted as the Board recommends, which is as follows:

PROPOSAL ROADMAP

Proposal No. 1: Election of Directors

PAGE 24

RECOMMENDATION

FOR

FOR the election of each of the nominees to the Board listed in this Proxy Statement and on the Proxy Card

Proposal No. 2: Ratification of Selection of Independent Registered Public Accounting Firm

37

FOR

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm

Proposal No. 3: Advisory Vote to Approve Executive Compensation

39

FOR

FOR the approval, on an advisory basis, of the compensation of our named executive officers

By returning a signed Proxy Card by mail or by duly submitting a proxy by internet or telephone, you will confer discretionary authority on the named proxies to vote on any other business that properly comes before the meeting or any adjournment or postponement thereof for which discretionary authority is permitted. The persons named on the Proxy Card as proxies or their substitutes will vote or act in their discretion with respect to such other matters. Any such matters shall be determined by a majority vote of the votes cast on the matter.

QUORUM AND VOTES REQUIRED

The presence, in person (including virtually) or represented by proxy, of any number of stockholders together holding at least a majority of the total number of issued and outstanding shares of Common Stock is necessary to constitute a quorum at the meeting. Abstentions and broker non-votes are counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business.

If you are the beneficial owner of shares held in "street name" by a broker, your broker, as the record holder of the shares, must vote those shares in accordance with your instructions. In accordance with the rules of the New York Stock Exchange (the "NYSE"), certain matters submitted to a vote of stockholders are considered by the NYSE to be "routine" items upon which brokerage firms may vote in their discretion on behalf of their customers if such customers have not furnished voting instructions within a specified period prior to the meeting. The ratification of the selection of the independent registered public accounting firm as our independent auditor for 2025 is considered a routine matter for which brokerage firms may vote shares for which they have not received instructions. The remaining matters to be voted on are considered to be "non-routine," and brokerage firms that have not received instructions from their customers do not have discretion to vote on these matters.

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MGM Resorts International

2025 Proxy Statement

Disclaimer

MGM Resorts International published this content on March 28, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on March 28, 2025 at 20:48 UTC.