MGM Resorts International

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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MGM Resorts International

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LETTER FROM OUR CEO AND PRESIDENT

Dear MGM Resorts International Stockholders:

Your company had another extraordinary year in 2023, in fact this was a full year and fourth quarter that featuredall-time Adjusted Property EBITDAR records in Las Vegas and Macau. These outstanding results were a direct reflection of the extraordinary commitment shown by our employees. Their consistent efforts to go above and beyond, creating memorable experiences for our guests, truly set us apart.

Looking back on key moments from the year, in November we successfully ratified a historic 5-year collective bargaining agreement in Las Vegas with the Culinary & Bartenders Unions, which represents more than 25,000 employees. Subsequently, in December we entered into a similar agreement with 3,700 of our union-represented employees at MGM Grand Detroit. Both contracts included significant wage increases, recognizing the vital role our frontline employees play in our financial success.

We also proudly served as a founding host of the inaugural Las Vegas Grand Prix in November. This event generated strong hotel and gaming volumes for our properties, validating its status as one of the premier events on our Las Vegas calendar for years to come.

In another historic milestone for the company, in the summer of 2023, we announced a new long-term agreement with Marriott International that kicked off in early 2024. As part of this agreement, we’ve created a new MGM Collection with Marriott Bonvoy, allowing more than 190 million Marriott Bonvoy members to book rooms and earn and redeem Marriott Bonvoy points at 16 MGM Resorts’ destinations. This agreement will enhance our profitability by driving lower customer acquisition costs with a better mix and higher ADRs andon-property spend.

In Macau, business has swiftly rebounded after three years of pandemic-affected demand. Our market share not only recovered but exceeded expectations. The culmination of this success led to anall-time record Adjusted Property EBITDAR quarter in the fourth quarter and full year for 2023. Looking ahead, our exceptional management team remains laser-focused on driving premium mass business. This involves implementing strategic changes to our casino floors and leveraging the capabilities of our international branch offices to seize opportunistic advantages in the market.

In our digital businesses, BetMGM concluded 2023 with impressive net revenues from operations of approximately $2.0 billion and achieved its goal of reaching positive EBITDA in the second half of the year.

Internationally, the BetMGM brand, platformed by LeoVegas technology, made its debut outside the United States with a successful launch in the United Kingdom in September. Our overarching long-term strategy revolves around expanding into new markets, enhancing our technology platform, and incorporating distinctive content to strengthen our global presence.

Turning to our corporate social responsibility and sustainability initiatives, we stayed the course in 2023, remaining committed to our “Focus on What Matters” strategy. To ensure we remain truly focused on what is most important to our business and our stakeholders, we conducted an extensive double-materiality assessment last year to update the analysis last performed in 2019. With input from company leaders, employees, community stakeholders, and investors, we have identified the highest priority focus areas for MGM Resorts and will update our approach accordingly.

In terms of capital allocation, our strategy remains to invest capital in areas with high financial returns, while maintaining a robust balance sheet with ample liquidity. We bolstered our liquidity in 2023 with the closing of the sale of the operations of Gold Strike Tunica. In terms of capital investments, we prioritize opportunities that yield the highest returns for our stockholders and actively engage in returning capital to them. We are pursuing investment in high-return projects, including our Integrated Resort Development in Japan and our efforts to obtain a commercial gaming license in New York. We also remain firmly committed to returning capital to stockholders in the form of share repurchases. In 2023, we repurchased 54 million shares and have repurchased 174 million shares since the beginning of 2021 for $6.8 billion or over a third of our market capitalization.

The results we achieved in 2023 demonstrate our commitment to our long-term vision at MGM Resorts, which is to be the world’s premier gaming entertainment company through the execution of our five strategic priorities: investing in our people and planet; providing unique experiences for our guests by leveraging data-driven customer insights and digital capabilities; innovating our gaming product; delivering operational excellence at every level; and allocating our capital responsibly to yield the highest return for stockholders.

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/MGM2024. While you will not be able to attend the Annual Meeting in person, we ensure that stockholders will be afforded the same rights and opportunities to participate at the virtual meeting as they would at anin-person meeting.

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/MGM2024. You may also submit questions in advance of the meeting until 8:59 p.m., Pacific Time on April 30, 2024 by going to www.proxyvote.com and logging in with your control number. We will endeavor to answer as many stockholder-submitted questions as time permits that 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 submit questions and 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 thecheck-in procedures.

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

ANNUAL MEETING PROPOSALS

PROXY VOTING

Stockholders of record at the close of business on March 8, 2024 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 1, 2024 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, “FOR” Proposals 2, 3 and 4, and “AGAINST” with respect to Proposal 5.

Paul Salem

Chair of the Board

March 22, 2024

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

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 may also address our corporate responsibility and sustainability progress, plans, and goals, and the inclusion of such statements is not an indication that these contents 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.