- Current report filing (8-K)
14 Abril 2011 - 5:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 8, 2011
MGM RESORTS INTERNATIONAL
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction
of incorporation or organization)
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001-10362
(Commission File Number)
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88-0215232
(I.R.S. Employer
Identification No.)
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3600 Las Vegas Boulevard South, Las Vegas, Nevada
(Address of Principal Executive Offices)
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89109
(Zip Code)
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(702) 693-7120
(Registrants telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangement of Certain Officers.
(b)
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On April 14, 2011, MGM Resorts International (the Company) announced that the Board of
Directors (the Board) voted unanimously to recognize Kirk Kerkorian, the legendary
businessman and philanthropist, with the distinction of Director Emeritus. On April 8, 2011,
Mr. Kerkorian informed the Company that he will serve out his current term as a Board member,
due to expire at the Companys Annual Meeting of Shareholders in June, at which time he will
transition to his status as Director Emeritus. A copy of the press release announcing the
naming of Mr. Kerkorian as the first Director Emeritus in the Companys history is attached
hereto as Exhibit 99.1.
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(e)
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On April 8, 2011, the Compensation Committee (the Committee) of the Board determined to
amend certain terms of the (i) October 4, 2010 stock appreciation right grant to James J.
Murren (the Murren October 2010 SAR Award), (ii) the October 4, 2010 restricted stock unit
grant to Mr. Murren (the Murren October 2010 RSU Award) and (iii) the December 13, 2010
stock appreciation right grant to Robert H. Baldwin (the Baldwin December 2010 SAR Award),
in each case, under the Amended and Restated 2005 Omnibus Incentive Plan (the Incentive
Plan) to include certain additional terms relating to termination of employment (and, with
respect to Mr. Baldwin, change of control) that were intended to be provided upon and in
connection with the granting of such awards. The additional terms provide as follows:
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Murren October 2010 SAR Award
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Upon termination of Mr. Murrens active employment without employers good cause, for
employees good cause, or on account of death or disability, the SAR award will continue to vest
until the earlier of (i) the date that is two years following the date of such termination
(except that in the case of disability, such two-year period will be measured from the
commencement of disability), (ii) the date during the restrictive period upon which a violation
of the restrictive covenants contained in his employment agreement occurs and (iii) October 4,
2014. To the extent that any such termination occurs on or before October 4, 2014, the SARs may
be exercised until the earlier of (i) the date that is two years and ninety days following the
date of such termination (except that in the case of disability, such period will be measured
from the commencement of disability), (ii) the date that is ninety days following the date
during the restrictive period upon which a violation of the restrictive covenants occurs and
(iii) the expiration date of the SARs; provided that, upon termination of employment for any
reason after October 4, 2014, the SARs may be exercised until the earlier of (i) the date that
is ninety days following the date of such termination, and (ii) the expiration date of the SARs.
In addition, the restrictive covenants in Mr. Murrens employment agreement are incorporated
into the SAR award along with certain of the representations and warranties set forth in his
employment agreement relating to such restrictive covenants.
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Murren October 2010 RSU Award
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Upon termination of Mr. Murrens active employment without employers good cause, for
employees good cause, or on account of death or disability, subject to satisfaction of the
applicable performance criteria, the portion of the RSU award which would have vested as of the
date that is two years following the date of such termination (except that in the case of
disability, such two-year period will be measured from the commencement of disability) shall
vest on the later of the date of such termination of employment or, if still eligible, the date
of the satisfaction of the performance criteria; provided that, in the event that Mr. Murren
violates the restrictive covenants contained in his employment agreement during the restrictive
period, any portion of the RSU award which vested as a result of the preceding clause and which,
absent such accelerated vesting, would not otherwise have vested under the vesting schedule for
the RSU award as of the date of such violation of the restrictive covenants shall be
automatically forfeited and the Company shall reflect such forfeiture in its books and records
and, to the extent Mr. Murren no longer holds such underlying shares of the Companys common
stock, he shall pay to the Company the fair market value of such shares. In addition, the
restrictive covenants in Mr. Murrens employment agreement are incorporated into the RSU award
along with certain of the representations and warranties set forth in his employment agreement
relating to such restrictive covenants.
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Baldwin December 2010 SAR Award
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Mr. Baldwins SAR award will continue to vest until the earlier of (i) the fourth
anniversary of the date of grant, (ii) if his active employment is terminated during the term of employment under his
employment agreement without good cause, by him for good cause, on account of death or
disability, or if he terminates his employment in connection with his change of control
termination right (i.e., on or within ninety days following a change of control), the date that
is two years following the date of such termination (except that in the case of disability, such
two-year period will be measured from the commencement of disability), (iii) if his active
employment is terminated during the term of employment under his employment agreement for good
cause or he terminates without good cause, the date of such termination, (iv) in the event he
violates the restrictive covenants in the employment agreement during the restrictive period,
the date of such violation, and (v) the date of a discontinuing change of control. The exercise
period for his SAR award extends until the earlier of (i) the expiration date of the SAR award,
(ii) if his active employment is terminated during the term of employment under his employment
agreement without good cause, by him for good cause, on account of death or disability, or if he
terminates his employment in connection with his change of control termination right, the date
that is two years and ninety days following the date of such termination (except that in the
case of disability, such period will be measured from the commencement of disability), (iii) if
his active employment is terminated during the term of employment under his employment agreement
for good cause or he terminates without good cause, the date that is ninety days following such
termination, (iv) in the event he violates the restrictive covenants in the employment agreement
during the restrictive period, the date that is ninety days following the date of such
violation, (v) if his active employment is terminated for any reason after the end of the term
of employment under his employment agreement, the date that is ninety days following such
termination and (vi) the date of a discontinuing change of control.
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In the event Mr. Baldwin terminates his employment in connection with his change of control
termination right, the vesting of the unvested balance of the SAR award shall accelerate in full
upon the date of termination and the restrictive covenants incorporated into the SAR award shall
not apply following the date of termination. In the event of a discontinuing change of control,
if he is actively employed as of such date, the vesting of the unvested balance of the SAR award
shall accelerate in full immediately prior to such discontinuing change of control; provided
that, if his active employment was previously terminated under circumstances which resulted in
an extension of the vesting period for two years, the portion of the unvested balance of the SAR
award which would have vested during such period shall vest immediately prior to the
discontinuing change of control. In connection with the occurrence of a discontinuing change of
control, the Committee shall purchase Mr. Baldwins vested SARs for either cash, securities or
other property as more fully described in the SAR award. Subject to earlier acceleration in
connection with his change of control termination right, upon a continuing change of control,
the unvested balance of the SAR award shall continue to vest.
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In addition, the restrictive covenants in Mr. Baldwins employment agreement are
incorporated into the SAR award along with certain of the representations and warranties set
forth in his employment agreement relating to such restrictive covenants.
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Item 9.01
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Financial Statements and Exhibits.
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Exhibits:
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No.
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Description
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99.1
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Press release of MGM Resorts International dated April 14, 2011
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3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MGM Resorts International
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Date: April 14, 2011
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By:
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/s/ John M. McManus
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John M. McManus
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Executive Vice President, General
Counsel and Secretary
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4
INDEX TO EXHIBITS
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No.
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Description
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99.1
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Press release of MGM Resorts International dated April 14, 2011
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5
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