MGM MGM Resorts International

(e) On May 4, 2022, MGM Resorts International, a Delaware corporation (the “Company”), held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved a new 2022 Omnibus Incentive Plan (the “Plan”), which had previously been approved by the Board of Directors (the “Board”), subject to the approval of the Company’s stockholders. There are 17,900,000 shares authorized for issuance under the Plan, reduced by new grants made under the prior plan after December 31, 2021 and before May 4, 2022. Employees and consultants of the Company or any parent or subsidiary, as well as members of the Board, are eligible to receive awards under the Plan. The Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units, other stock based awards and dividend equivalents to eligible individuals.

In addition, the Plan provides for a two-year minimum vesting condition on options and stock appreciation rights, subject to certain exceptions set forth in the Plan, and limits non-employee director compensation to $750,000 during any calendar year, or $1,000,000 during any calendar year in which a non-employee director first joins the Board or during any calendar year in which a non-employee director is serving as Chair of the Board or Lead Director.

The material features of the Plan are described in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed on March 25, 2022 (the “Proxy Statement”). The description of the Plan included in the Proxy Statement is incorporated herein by reference. The above description of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit 10.1.