MGM Resorts International (MGM) Proxy filing summary

Executive summary

• Achieved record consolidated net revenues in 2025, with strong performance from MGM China and BetMGM, and continued stabilization in Las Vegas operations.

• Significant share repurchases reduced outstanding shares by almost 50% since 2021, strengthening the balance sheet and expanding cash flow streams.

• Advanced international development projects, including MGM Osaka (on track for 2030 opening) and hotel towers in Dubai (opening planned for 2028).

• Enhanced liquidity through expanded revolving credit facilities and increased branding fee structures.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of directors, (2) ratification of Deloitte & Touche LLP as independent auditor for 2026, and (3) advisory approval of executive compensation (say-on-pay).

• Board unanimously recommends voting FOR all proposals and director nominees.

• Virtual-only annual meeting to increase accessibility and participation.

Board of directors and corporate governance

• Board consists of eleven directors, majority independent, with annual elections and majority voting standard.

• Committees: Audit, Human Capital and Compensation, Governance and Corporate Responsibility, and Finance, all with independent members.

• Proxy access allows eligible stockholders to nominate directors in proxy materials.

• Board diversity, director independence, and robust selection process emphasized.

• Separate Chair and CEO roles; regular executive sessions of independent directors.