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MGM Resorts International

For the period ended May 7, 2025. Filed Mar 28, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 7, 2025 · Filed Mar 28, 2025

MGM$32.34-0.6%Stored close · as of Nov 6, 2026
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Contents

Director Time Commitments

The Board recognizes the value of having directors with significant experience in other businesses and activities, and believes that directors must be prepared to devote the time required to prepare for and attend Board meetings and fulfill their responsibilities effectively. The Company maintains a policy on director time commitments, as disclosed in the Corporate Governance Guidelines. Directors who are full-time executives are expected to serve on no more than three public company boards, unless the Board determines that simultaneous service on more than three such Boards by a full-time executive would not impair the ability of the Director to effectively serve on the Company’s Board. Directors must notify the Corporate Secretary or the Chair of the Nominating/Corporate Governance Committee in advance of accepting an invitation to serve on another board or Audit Committee.

Mr. Levin currently serves as Chief Executive Officer of IAC, Inc. (“IAC”) and as a member of IAC’s board of directors, which owned an approximate 23% stake in the Company as of March 14, 2025. On January 13, 2025, IAC announced that Mr. Levin will cease to serve as the Chief Executive Officer and as a member of the board of directors, in each case,

MGM Resorts International 2025 Proxy Statement13

effective upon the first to occur of the completion of the separation of Angi Inc. (“Angi”) from IAC and May 31, 2025 (the “Effective Date”). In addition, Mr. Levin currently serves as the Chairman of the board of Angi, which, on January 13, 2025, disclosed that Mr. Levin would serve as Executive Chairman of the board, effective on the Effective Date. Mr. Levin also is a director on one other public company board. In light of Mr. Levin’s anticipated departure as Chief Executive Officer of IAC and as a member of IAC’s board of directors by May 31, 2025, the Board does not believe that Mr. Levin’s current service on four public company boards during this transition period impairs his ability to effectively serve on the Company’s Board.

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