MGM DEF 14A DEF-14A Report June 12, 2012 | Alphaminr
MGM Resorts International

MGM DEF 14A Report ended June 12, 2012

MGM RESORTS INTERNATIONAL
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PROXIES
DEF 14A
Filed on March 22, 2024
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Filed on March 25, 2022
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Filed on March 26, 2021
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Filed on March 27, 2020
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Filed on March 20, 2019
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Filed on April 20, 2016
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Filed on April 25, 2014
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Filed on April 30, 2013
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Filed on April 24, 2012
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Filed on April 25, 2011
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Filed on April 30, 2010
TABLE OF CONTENTS
2012 ANNUAL MEETING OF STOCKHOLDERSVoting Rights and Outstanding SharesQuorum and Votes RequiredHow to Revoke or Change Your VoteHow the Votes Will be Counted and Who Will Certify the ResultsCosts of SolicitationCopies of Proxy MaterialsDelivery to a Single Household to Reduce Duplicate MailingsCORPORATE GOVERNANCECorporate Governance GuidelinesCode of ConductDirector IndependenceDirector Stock Ownership GuidelinesInformation Regarding the Board and Board CommitteesAudit CommitteeCompensation CommitteeCompensation Committee Interlocks and Insider ParticipationNominating/Corporate Governance CommitteeCorporate Social Responsibility CommitteeBoard Leadership StructureDirector Emeritus DesignationDirector Continuing EducationRisk OversightBoard DiversityStockholder AgreementsStockholder and Interested Parties Communications with DirectorsSection 16(a) Beneficial Ownership Reporting ComplianceDIRECTOR COMPENSATION2011 Director CompensationNon-Management Director Compensation StructureNon-Management Director Use of Company FacilitiesPRINCIPAL STOCKHOLDERSTRANSACTIONS WITH RELATED PERSONSDescription of TransactionsReview, Approval or Ratification of TransactionsPROPOSALS REQUIRING YOUR VOTEProposal No. 1 Election of DirectorsProposal No. 2 Ratification of Selection of Indep. Registered Public Accounting FirmAudit and Non-Audit FeesPre-Approved Policies and ProceduresAudit Committee ReportProposal No. 3 Advisory Vote on Executive CompensationEXECUTIVE COMPENSATIONCompensation Discussion & AnalysisExecutive SummaryPay for PerformanceRedesign of Compensation PoliciesContinuation of Existing Effective Compensation PoliciesRoles in Establishing NEO CompensationOutside ConsultantsAssessing Compensation CompetitivenessObjectives of Our Compensation ProgramElements of CompensationAnnual Base Salary and Employment AgreementsAnnual Incentive BonusFiscal Year 2011Fiscal Year 2012Long-Term Equity IncentivesFiscal Year 2011Fiscal Year 2012Deferred Compensation OpportunitiesSeverance and Change of Control BenefitsPerquisites and Other BenefitsInternal Revenue Code Section 162(m)Compensation Risk AssessmentCOMPENSATION COMMITTEE REPORTCOMPENSATION TABLESSummary Compensation TableGrants of Plan-Based AwardsOutstanding Equity Awards at Fiscal Year-EndOption/SAR Exercises and Stock VestedNonqualified Deferred CompensationEstimated Benefits upon TerminationUniform Severance and Change of Control PoliciesTermination by Company Without Good Cause or by NEO With Good CauseChange of ControlDeath or DisabilityTermination by Company for Good Cause or by NEO Without Good CauseObligations of the NEOsRECONCILIATIONS AND NON-GAAP FINANCIAL MEASURESNOTICE CONCERNING STOCKHOLDER PROPOSALS AND NOMINATIONS