CORPORATE GOVERNANCE MEETING€¦ · Serves on the Board of Trustees at the Brookings Institute,...

MGM RESORTS INTERNAT IONAL

M G M R E S O R T S I N T E R N A T I O N A L

C O R P O R A T E G O V E R N A N C E M E E T I N G

D E C E M B E R 2 0 1 9


FORWARD-LOOKING STATEMENTSStatements in this presentation that are not historical facts are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 andinvolve risks and/or uncertainties, including those described in the Company's public filings with the Securities and Exchange Commission. The Company has basedforward-looking statements on management’s current expectations and assumptions and not on historical facts. Examples of these statements include, but are notlimited to, the Company’s ability to achieve its 2020 targets and goals, the 2025 social impact goals, and other key strategic objectives, including execution of its assetlight strategy. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differmaterially from those indicated in such forward-looking statements include effects of economic conditions and market conditions in the markets in which the Companyoperates and competition with other destination travel locations throughout the United States and the world, the design, timing and costs of expansion projects, risksrelating to international operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions andadditional risks and uncertainties described in the Company’s Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). In providingforward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events orotherwise, except as required by law. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additionalupdates with respect to those other forward-looking statements.

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C O R P O R A T E G O V E R N A N C E

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E N H A N C I N G M G M ’ S C O R P O R A T E G O V E R N A N C E A N D C O M P E N S A T I O N P R A C T I C E S

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2016 2017

MGM RESORTS UNDERSTANDS THE IMPORTANCE OF REGULARLY ASSESSING ITS CORPORATE GOVERNANCE AND COMPENSATION PRACTICES. OVER THE PAST FEW YEARS ALONE, WE HAVE TAKEN THE FOLLOWING STEPS TO ENHANCE OUR OVERALL PROGRAM:

Proxy Access:MGM amended its Bylaws to implement “proxy access,” a means for the Company’s stockholders to include stockholder-nominated director candidates in the Company’s proxy materials for annual meetings of stockholders

Age Limit:MGM amended its Corporate Governance Guidelines to provide a retirement age of 74 for non-employee directors

Committee Leadership:Changed chair leadership for all committees within the Board

Long-Term Incentive Program:MGM expanded the performance criteria under our long-term incentive program by adding a relative total shareholder return (“TSR”) component that compares the Company’s performance over a three-year period to that of the other companies in the S&P 500 index

2018 Proxy Improvements:

MGM made proxy enhancements ahead of its 2018 annual meeting to ensure a more user-friendly experience, including: Incorporation of

charts and tables to describe NEO compensation and long-term incentives

Incorporation of Board photos to further showcase diversity

2019 Proxy Improvements:

MGM made additional proxy enhancements ahead of its 2019 annual meeting to ensure a more user-friendly experience, including: Addition of more

robust disclosure of Corporate Social Responsibility initiatives and achievements


M G M S T R A T E G Y D R I V E N B Y B E S T - I N - C L A S S B O A R D

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Denotes Independent Director

Lead Independent DirectorL

Recent Additions to the Board

Member of MGM Board since 2013 (6 years) Chair of the Audit Committee Member of the Nominating / Corporate Governance

Committee Consultant and advisor to private equity firms investing in

the IT sector since 2012 Director of Schneider Electric SE since October 2014. Chair

of the Digital Committee, member of the Governance Committee and member of the Investment Committee

Gregory M. Spierkel Age: 62Director

Member of MGM Board since 2019 (<1 Year) Founder, Managing Partner & Chief Investment Officer of

Corvex Management LP since 2010 Prior to 2010, served as Chief Executive Officer of general

partner of Icahn Enterprises L.P., a diversified holding company Director of Yum! Brands, Inc. from October 2015 to February

2017 and Director of The Williams Companies, Inc. from November 2014 to June 2016

Keith A. MeisterAge: 46Director

Member of MGM Board since 2014 (5 years) Member of the Audit and the Compensation Committees Founder and principal of Bristol Partners, LLC Former Senior Vice President and portfolio manager

responsible for $20Bn in assets for clients in the United States and abroad, from 1998 until 2013

Equity research analyst focused on the gaming and lodging industry, from 1989 until 1998

Mary C. JammetAge: 51Director

Member of MGM Board since 2013 (6 years) Member of the Corporate Social Responsibility Committee Director, President and Chief Operating Officer of Infinity

World Development Corp, a private investment entity which owns half of CityCenter, since November 2009

Member of CityCenter Board of Directors since December 2009William W. Grounds

Age: 63Director

Member of MGM Board since 2002 (17 Years) Chair of the Nominating / Corporate Governance Committee Member of the Corporate Social Responsibility Committee Chair and CEO of New Ventures LLC, a corporate consulting

company, since 2001 United States Secretary of Labor from 1997 to 2001

Alexis M. HermanAge: 71Director

Member of MGM Board since 2002 (17 Years) Chair of the Compensation Committee Member of the Audit and the Corporate Social

Responsibility Committees Director of Fox Corporation and chairman of the Audit

Committee Director of US Bancorp (USB) and chairman of the Audit

CommitteeRoland HernandezAge: 61Director

John KilroyAge: 70Director

Member of MGM Board since 2017 (2 years) Member of the Audit and the Nominating / Corporate

Governance Committees CEO, President and a director since of Kilroy Realty since

its incorporation in September 1996 Serves on the advisory board of governors of the National

Association of Real Estate Investment Trusts (“NAREIT“) Previously served on the board of New Majority California

and as Chairman of New Majority Los Angeles

Member of MGM Board since 2005 (14 years) Chair of the Corporate Social Responsibility Committee Member of the Compensation Committee Managing Principal of Energy Works Consulting LLC and

McKinney James & Associates Formerly the President and CEO of the Corporation for Solar

Technologies and Renewable Resources for five yearsRose McKinney-JamesAge: 67Director

Member of MGM Board since 2007 (12 Years) Member of the Compensation and the Nominating /

Corporate Governance Committees Employed as an executive of Tracinda since 2007 President of Metro-Goldwyn-Mayer Inc. from April 2005 to

January 2006 and Senior Executive Vice President and CFO of MGM Studios from June 1998 to April 2005Daniel J. Taylor

Age: 62Director

Member of MGM Board since 1998 (21 years) Chairman and CEO of the Company since December 2008 Prior to joining the Company, worked in the financial

industry for over 10 years Serves on the Board of Trustees at the Brookings Institute,

Trinity College and Howard UniversityJames J. MurrenAge: 57Chairman & CEO

Jan G. SwartzAge: 49Director

Member of MGM Board since 2018 (1 year) Previously, President, Princess Cruises from 2013-2016 and

Executive Vice President, Sales, Marketing and Customer Service, Princess Cruises from 2008-2013

Prior to joining Carnival Corporation, served as CEO of MXG Media from 1999-2000

During 1992-1999, served as an associate consultant, consultant and manager at Bain & Company, Inc.L

Source: 2019 proxy statement/press releases

Paul SalemAge: 55Director

Member of MGM Board since 2018 (1 year) Member of the Audit and Corporate Social Responsibility

Committees Senior Managing Director of Providence Equity Partners Prior to joining Providence in 1992, served various

positions at Morgan Stanley and Prudential Serves on the advisory board of the Carney Institute for

Brain Science at Brown University


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11

4

3

2

3

12

7

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Business Operations

Gaming & Leisure Industry

Real Estate

Financial Expertise

Government / Regulatory

International

Product Marketing /Product ManagementPublic Company CEO

Experience

Leadership

Other Public CompanyBoard Experience

Strategic Planning

M G M B O A R D H A S A P P R O P R I A T E M I X O F S K I L L S V S E X P E R I E N C E

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THOUGHTFUL BOARD COMPOSITIONSKILL SET ALIGNS AND EVOLVES WITH CORPORATE STRATEGY• Independent mindset and focus on accountability to shareholders

‒ All Board committees are composed solely of independent Directors except Corporate Social Responsibility Committee

‒ Committed to formal shareholder engagement program‒ Every independent Director has a shorter tenure than the CEO

• Commitment to continuity, fresh perspectives and diversity‒ 12 Director Board with 7 new Directors since 2013 (including Jan Swartz and

Paul Salem in 2018 and Keith Meister in 2019)‒ Average independent Director tenure of 7.6 years(1) , compared to an S&P 500

average of 8.0 years‒ 10 of 12 Directors are independent (83.3%) ‒ 4 of 12 Directors are female (33.3%) ‒ Average Director age of 59 years(1), compared to an S&P 500 average of 63

years; directors will not be renominated for re-election at any annual meeting following his or her 74th birthday(2)

• The right set of skills and experience to set MGM’s corporate strategy ‒ 3 of 12 Directors are current or former CEOs, CFOs, or COOs of major public

companies (25%) ‒ Executives with significant business operations and financial expertise (CEO of

MGM, former CEO of Mirage, CEO of Kilroy Realty, former CEO of Ingram Micro and former CEO of Telemundo)

• Director succession planning ‒ Nominating/Corporate Governance Committee considers the appropriate range

of skills, backgrounds and personal characteristics, including the following:o Leadership abilities; financial acumen; general and special business

experience and expertise; industry knowledge; government experience; other public company directorships; high ethical standards; independence; sound judgment; interpersonal skills; overall effectiveness; and ability to contribute to the diversity of backgrounds represented on the Board

Number of Directors (12 Total)

Source: Spencer Stuart Board Index 2019

1. As of 5/1/20192. As of June 2, 2016, MGM amended its Corporate Governance Guidelines to provide a retirement age for non-employee directors


M G M H A S A L O N G S T A N D I N G C O M M I T M E N T T O H I G H E S T S T A N D A R D S O F C O R P O R A T E G O V E R N A N C E

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Governance Highlights MGM Shareholder-Friendly

Annually Elected Board

Director Removal With or Without Cause

Adoption of Proxy Access

Shareholder Ability to Call Special Meeting (10%)

Majority Voting Standard

Allows Action by Written Consent

No Poison Pill in Place

SharkRepellent “Bullet Proof” Rating(1) 0.0

ISS QualityScore(2) 1 / 10

• Lead independent Director role with significant responsibilities (e.g. help determine and schedule agenda items for Board meetings, lead discussions of strategic matters, convene/chair executive committee sessions, as well as be available for shareholder meetings)

• Robust Director nominee selection process• Significant Board engagement on long-term growth• Annual Board and committee self-evaluations• Board orientation and continuing education program

• Codes of conduct for Directors and employees• Realignment of Board committees and chair assignments in 2016• Strong and effective Board oversight of risks, financial reporting, compliance

programs and compensation practices• Award-winning commitment to sustainability• Anti-hedging, anti-pledging and clawback policies• Executive and director stock ownership guidelines

Other

Source: ISS, FactSet and 2018 MGM proxy statement

1. FactSet Bullet Proof Rating System. Scale is from 0-10, with 0 representing the most shareholder-friendly defense profiles2. ISS decile score of 1 indicates lower governance risk, while a 10 indicatives higher governance risk


M G M ’ S O F F I C E R P A Y P R O G R A M A L I G N S T H E I N T E R E S T S O F M A N A G E M E N T A N D S H A R E H O L D E R S

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THE MAJORITY OF EXECUTIVE OFFICER PAY IS AT-RISK AND STRONG GOVERNANCE PROVISIONS PROTECT SHAREHOLDER INTERESTS

Base Salary Annual Incentive Plan Absolute TSR PSUs Relative TSR PSUs Time-Vested RSUs

Purpose Fairly compensate executive officers for performing the fundamental requirements of their positions

Motivate executive officers to achieve annual financial/ operational goals that are critical for near- and long-term success

Tie pay delivery for executive officers to MGM’s absolute TSR

Tie pay delivery for executive officers to MGM’s TSR compared to other S&P 500 companies

Support long-term retention of executive officers and create directly alignment with long-term MGM shareholders

Key Design Details

n/a Earned from 0-175% based on EBITDA; earnouts in excess of 100% of salary are partially paid in deferred stock units to support long-term shareholder alignment

Earned from 0-160% based on MGM’s three-year TSR

Earned from 0-150% based on MGM’s three-year TSR versus S&P 500 companies; funding capped at 100% if absolute TSR is negative and relative TSR is below the 75th

percentile

Earned in four equal annual installments, subject to the achievement of an Adjusted EBITDA threshold

Base Salary,

15%

Annual Bonus (Cash),

21%

Annual Bonus

(Stock), 10%

Absolute TSR PSUs, 16%

Relative TSR

PSUs, 16%

RSUs22%

CEO TargetTotal Direct

Compensation

Equity-Based: 64%Performance-Based: 85%

Base Salary

22%

Annual Bonus (Cash)

27%

Annual Bonus (Stock)

9%

Absolute TSR PSUs

13%

Relative TSR

PSUs13%

RSUs17%

Other NEOTarget Total Direct

Compensation

Equity-Based: 51%Performance-Based: 78%

What We Do What We Do NOT Do

Compensation Committee members are all independent

Conduct compensation risk assessments annually

No pledging of MGM stock by directors or Section 16 Officers

No hedging or derivative transactions permitted

Engage an independent compensation consultant

Maintain a clawback policy No “single trigger” change in control payments

No golden parachute tax gross ups

Make the majority of executive officer pay performance based

Have executive and director stock ownership guidelines

No re-pricing of options without shareholder approval

No minimum payout of long-term incentive compensation


P A Y D E L I V E R Y H A S A L I G N E D W I T H P E R F O R M A N C E

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AN

NUA

L IN

CEN

TIVE

LON

G-T

ERM

EQ

UITY

$4.0M $4.1M $4.0M$4.5M

$4.0M

$5.7M

$4.0M $3.9M $4.0M

$3.1M

2014 Adj. EBITDAGrowth: +7.2%*




2018 Adj. EBITDAGrowth: -2.7%*

$0.0

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

$7.0

Target Earned Target Earned Target Earned Target Earned Target Earned

2014 AIP 2015 AIP 2016 AIP 2017 AIP 2018 AIP

CEO's 5-Year Annual Incentive Plan Earnout

$0.9M RSUs $1.3M RSUs$3.4M RSUs

$2.4M RSUs $2.8M RSUs$2.6M PSUs

$4.9M PSUs

$4.1M PSUs

$3.6M PSUs$4.2M PSUs

$1.0M RSUs $1.8M RSUs$3.8M RSUs

$2.1M RSUs$3.0M RSUs

$4.3M PSUs

$9.6M PSUs$4.7M PSUs

$2.1M PSUs

$4.3M PSUs$3.5M

$5.3M$6.2M

$11.4M

$7.4M$8.4M

$6.0M

$4.1M

$7.0M $7.3M

3-Yr TSR from Oct 14: 40.4% 3-Yr TSR from Oct 15: 32.7% 3-Yr TSR from Oct 16: 8.8% 3-Yr TSR from Nov 17: 0.6%* 3-Yr TSR from Oct 18: 22.2%*

$0

$2

$4

$6

$8

$10

$12

$14

Target Value Pay Delivery Target Value Pay Delivery Target Value Pay Delivery Target Value Pay Delivery Target Value Pay Delivery

2014 Equity Grants 2015 Equity Grants 2016 Equity Grants 2017 Equity Grants* 2018 Equity Grants*

Realizable Value of CEO's Equity Awards

Bonus plan funding has tracked with adjusted EBITDA performance results over the last five years.

Adjusted EBITDA has grown by an average of 9% per year and the CEO’s bonus has funded at an average of 106% of target.

Pay delivery through the annual equity compensation program has aligned with TSR performance.

Value delivery has exceeded target In periods of positive TSR but falls well short when TSR is flat or down.

_______* Adjusted EBITDA figures at left reflect

values used for award determinations under MGM’s annual bonus plan and differ from reported figures.

_______* Equity awards that have not yet been

earned/vested are valued based on results through November 26, 2019, which is also the date used for purposes of calculating TSR for the 2017 and 2018 equity grants.


M G M H A S A R O B U S T S H A R E H O L D E R E N G A G E M E N T P R O G R A M

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Review governance and compensation issues and feedback from stockholders

Follow up on stockholder feedback, solicit support for recommendations and monitor voting results

Review voting results and evaluate responses as needed

Source: Company filings

Regular outreach to our shareholders to discuss governance and compensation matters Regular investor days to highlight strategy and future path, with most recent in May 2018 Attendance at 10+ industry investor conferences per year Frequent interaction and solicitation of input from sell-side analysts to understand their clients’ viewpoints Board members are involved in investor meetings

• In 2018, a member of the Compensation Committee met with institutional shareholders representing 34.9% of our shareholder base to discuss the 2018 say-on-pay vote and executive compensation matters

Granting top shareholders access to meet entire Board • 5 different shareholders have presented their views directly to the Board over the last 4 years

ThroughoutThe Year

Before AnnualMeeting

Annual Meetingof Stockholders

After AnnualMeeting


S O C I A L I M P A C T & S U S T A I N A B I L I T Y

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Fostering Diversity & InclusionWe know the importance of respecting each other’s differences. We endeavor to embrace and leverage those differences to achieve best-in-class experiences and cultivate stronger ties with our guests, employees, neighbors and partners. We are committed to taking strong and principled stands on issues of equality and aim to better unify our world.

2025 Aspirations • Ensure all employees—including women,

LGBTQ+, people of color and people with disabilities—have equal access to leadership opportunities and our policies of inclusion are embedded into our culture

• Spend at least 10% of our domestic biddable procurement with diverse suppliers

• Expand our Supplier Diversity Mentorship Program to achieve 50 graduates

• Train 100% of management employees on social impact policies and goals

Investing in Community As a member of the communities in which we operate, we understand our responsibility to contribute to the social and economic progress of where we live. Our strategies aim to reflect, sustain and build on the best of a community, creating good jobs, strong wages, resilient skills and workforce development opportunities for our neighbors.

2025 Aspirations • Expand our support of nonprofit

workforce development and education programs from 25% to 40%

• Award 600 post-secondary scholarships to children of employees(1)

Caring for One Another We live our commitment to the communities that have welcomed us, giving generously to our neighbors and embodying our core value of embracing humanity every day. We are passionately committed to active engagement in volunteerism and philanthropic opportunities — from global commitments to meeting local area needs.

2025 Aspirations • Surpass 1 million volunteer hours(2)

• Raise $100 million from employee donations(3)

• Achieve 75% of employees donating• Donate 5 million meals(4)

Source: Company filings1. Scholarships for children of employee goal is based on a 2019 start date2. Volunteer Hours Aspiration is based on 2012 program start

3. Employee foundation Donations Aspiration is based on 2002 program start4. Feeding Forward Aspiration is based on 2016 program start5. “Protecting the Planet” Aspirations are based on 2007 baseline

Protecting the PlanetWe preserve the environment through climate leadership, sustainable design and construction and responsible operating practices including energy, water and materials management.

2025 Aspirations(5)

• Reduce carbon emissions per square foot by 45%

• Reduce energy per square foot by 25%• Reduce water per square foot by 30%• Achieve 60% materials diversion rate

Launched new social impact & sustainability brand: Focused on What Matters: Embracing Humanity and Protecting the Planet and set 2025 aspirations and metrics to track against aspirations. The company also joined the United Nations Global Compact and aligned social impact and sustainability strategies with the United Nations Sustainable Development Goals.


M G M R E S O R T S R A N K S H I G H E S T A M O N G P E E R S O N F O R B E S 2 0 1 9 L I S T O F A M E R I C A ’ S B E S T L A R G E E M P L O Y E R S …

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COMPANY RANK

MGM Resorts International (up 58 spots from 2018) 18Hilton Hotels 65

Four Seasons Hotels and Resorts 78

Hyatt Hotels 144

Marriott International 124

Wynn Resorts 207

Note: Third party logos and brands are the property of their respective owners


2 0 1 9 R E C O G N I T I O N F O R O U R C S R E F F O R T S

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Diversity & Inclusion Community Engagement Environmental Sustainability

Top 8 Regional CompaniesRanked #1

Best Places to Work for LGBTQ Equality 8th consecutive year

America’s Best Employers for Diversity(No. 263 of 500)

Support of Women-owned Businesses 6th consecutive year

The Civic 50 – America’s Most Community-Minded Companies

Food Recovery Award: Bellagio Hotel & Casino

Note: Third party logos and brands are the property of their respective ownersFor 2018 awards and recognition, please refer to the Appendix

Best for Vets Employer for 2019

2019 Leading Disability Employer

City of Biloxi - Beau Rivage Resort Business Volunteer of the Year

Nevada Hotel & Lodging Association: Sustainability Leading Company of the

Year (2019) Vdara Hotel & Spa

Interior Lighting Campaign (ILC) Large Project Awards:Highest Annual Savings for Lighting Retrofits

Highest % of Annual Savings for Lighting RetrofitsHighest Annual Savings for Lighting New Construction

LEED Platinum Certification MGM Springfield

[Gaming Industry’s first LEED Platinum development]

C O M P A N Y O V E R V I E W& L O N G T E R M S T R A T E G Y

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M G M : A L E A D I N G G L O B A L E N T E R T A I N M E N T C O M P A N Y

15Market cap as of 11/1/2019

Consolidated Net Revenues as of 12/31/2018Other data as of 11/1/2019

S&P 500Company

30Unique Hotel Offerings

$15 BillionMarket Cap

$12 Billionin Net Revenues

4.4 MillionSF Convention Space

2.7 MillionSF of Casino Space

8,000+Shows Per Year

470+Food, Beverage & Club Experiences

6,700+Convention/Meetings Per Year

37,000+Slot Machines

34+Arena & EntertainmentVenues

290+Retail Experiences

49,000+Rooms & Suites

2,100+Table Games

82,000Employees


D I V E R S E P O R T F O L I O O F A W A R D - W I N N I N G B R A N D S

16Note: Third-party logos and brands are the property of their respective owners.

Note: Third-party logos and brands are the property of their respective owners Circus Circus sale expected to close 4Q 2019


New Properties Adjusted EBITDA GrowthDebt Reduction / Net Leverage

Target of 3-4x Real Estate Committee

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K E Y S T R A T E G I C O B J E C T I V E S

2) 2020 CONSOLIDATED FREE CASH FLOW PER

SHARE TARGET OF $3.50

3) DISCIPLINED CAPITAL ALLOCATION

1) 2020 CONSOLIDATEDADJUSTED EBITDA

TARGET OF $3.6 – $3.9 BILLION

4) FURTHER VALUE CREATION OPPORTUNITIES

MGM 2020 Plan Reduced Capex

Low Single DigitOrganic Growth

Reduced Number of Shares Via Buybacks

Steady Dividend Growth Sports Betting

Share BuybacksBusiness Transformation

(growth segments, commercial programs, digital)

M&A or Other Major Projects (outside of Japan) are Not a

PriorityJapan

Key Drivers: Key Drivers: Focus Areas: Focus Areas:


R E A L E S T A T E M O N E T I Z A T I O N

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• Pursuing asset-light strategy to unlock significant unrealized value of our real estate assets

• Evolving our business model away from a capital intensive real estate business to developer, manager

and operator of leading gaming hospitality and entertainment properties

• Use proceeds to fortify the balance sheet and increase returns to shareholders

Have already repurchased over $600 million of shares since the beginning of the year, which we expect to be

significantly accelerated with future asset sales

• Redeploy capital from mature markets at high multiples and re-invest in high growth, ROI opportunities

• Proactively seeking solutions to monetize and/or unlock value from retained real estate assets e.g. MGM

Grand, MGM Springfield, CityCenter, MGP OP units

• Targeting domestic net financial leverage of 1x, by the end of 2020 (excluding MGP), and consolidated net financial leverage of 3-4x

M O N E T I Z E D B E L L A G I O R E A L E S T A T E A S S E T S

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On October 15, 2019, MGM Resorts announced it entered into a definitive agreement to form a joint venture with Blackstone

Real Estate Income Trust (“BREIT”)

The transaction closed on November 15, 2019

Valued the real estate of Bellagio at $4.25 billion, representing a purchase price multiple of 17.3x rent

The joint venture acquired the Bellagio real estate and leased it back to a subsidiary of MGM Resorts for initial annual rent of

$245 million

MGM Resorts received a 5% equity interest in the joint venture and cash of approximately $4.2 billion

The transaction confirmed the premium value of MGM’s owned real estate assets and highlighted the unique value of Bellagio

as a premier asset in gaming

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A G R E E M E N T T O S E L L C I R C U S C I R C U S L A S V E G A S

F O R $ 8 2 5 M I L L I O N

On October 15, 2019, MGM Resorts announced it has entered into a definitive agreement to sell Circus Circus Las Vegas and adjacent land for $825 million to an affiliate of Treasure Island

owner Phil Ruffin

· Circus Circus Las Vegas trailing 12 months ending June 30, 2019 Adjusted Property EBITDA was $62M

Proceeds from the transaction will be used towards enhancing the company’s capital allocation strategy and complement its

strategic and operational flexibility

The $825 million purchase price is comprised of $662.5 million paid in cash and a $162.5 million note due 2024

The transaction is expected to close in the fourth quarter of 2019 subject to customary closing conditions, including receipt

of necessary regulatory approvals

The Company recorded a third quarter impairment charge of $219 million in connection with this transaction

A P P E N D I X

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2 0 1 8 A W A R D S A N D R E C O G N I T I O N

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GENERAL CORPORATE SOCIAL RESPONSIBILITY

America’s Best Employers (No. 76 of 500)- ForbesAmerica’s Best Employers for New Graduates (No. 147 of 250) - ForbesAmerica’s Best Employers for Women (No. 199 of 300) – ForbesGlobal 2000: World’s Best Employers (No. 13 of 500) – ForbesRevitalize America Honoree (for MGM Springfield) - U.S. Chamber of Commerce Center for Corporate Citizenship

GIVING & PHILANTHROPY

The Civic 50 – America’s Most Community-Minded Companies Points of LightAACC (American Association for Community Colleges) Outstanding College/Corporate Partnership Award – for MGM National Harbor and Prince George’s County Community College PartnershipCorporate Partner for the Year ‒ Grant A Gift Autism FoundationNational Operation School Bell Award ‒ Assistance League Las Vegas

DIVERSITY & INCLUSION

Top 10 Regional Companies (No. 3) – DiversityIncBest Places to Work for LGBTQ Equality - Human Rights CampaignBest Companies for Diversity- Black Enterprise MagazineAmerica’s Best Employers for Diversity (No. 126 of 250) – Forbes BEQ Pride LGBTQ Business Equality Excellence Award - Business Equality NetworkAmerica’s Top Corporations for Women’s Business Enterprises - Women’s Business Enterprise National CouncilMillion Dollar Club - U.S. Hispanic Chamber of Commerce Million Dollar Department of Defense Employer Support of the Guard and Reserve - Extraordinary Employer Support Award

ENVIRONMENTAL SUSTAINABILITYLeading Company in Sustainability - Nevada Hotel & Lodging Association Interior Lighting Campaign: Greatest Annual Energy Savings for Lighting Retrofits (Large Project) - Better Buildings / U.S. Department of Energy (recognition of Mandalay Bay)Interior Lighting Campaign: Best Use of Lighting Controls in a Single Building – Better Buildings / U.S. Department of Energy (recognition of MGM Resorts Call Center)

Note: For more information, please refer to our 2018 CSR Report (https://www.mgmresorts.com/content/dam/MGM/corporate/csr/annual-report/mgm-resorts-corporate-social-responsibility-annual-report-2018.pdf

MGM RESORTS INTERNAT IONAL 23

E M P L O Y E E S & M A N A G E R S

P R O F I L E S

Note: Data as of 2018For more information, please refer to our 2018 CSR Report (https://www.mgmresorts.com/content/dam/MGM/corporate/csr/annual-report/mgm-resorts-corporate-social-responsibility-annual-report-2018.pdf


S U S T A I N A B I L I T Y P E R F O R M A N C E & G O A L S

CORPORATE GOVERNANCE MEETING€¦ · Serves on the Board of Trustees at the Brookings Institute,...

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Transcript of CORPORATE GOVERNANCE MEETING€¦ · Serves on the Board of Trustees at the Brookings Institute,...