MGM Resorts International
For the period ended May 7, 2025. Filed Mar 28, 2025.
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May 7, 2025 · Filed Mar 28, 2025
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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
Filed by the Registrant
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Filed by a party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 240.14a-12 |
MGM Resorts International
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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 generatedall-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 anall-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 resultsday-in andday-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 to www.proxyvote.com and 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 thecheck-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 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
| 1 ELECTION | 2 RATIFICATION | 3 APPROVAL | OTHER BUSINESS |
|---|---|---|---|
| to elect directors tothe Board of Directors | to ratify the selectionof the independentregistered publicaccounting firm forthe year endingDecember 31, 2025 | to approve, on anadvisory basis, thecompensation of ournamed executive officers | to consider thetransaction of anyother business asmay properly comebefore the meetingor any adjournmentsor postponementsthereof |
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.