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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TABLE OF CONTENTS
2012 ANNUAL MEETING OF STOCKHOLDERSVoting Rights and Outstanding SharesprintQuorum and Votes RequiredprintHow to Revoke or Change Your VoteprintHow the Votes Will be Counted and Who Will Certify the ResultsprintCosts of SolicitationprintCopies of Proxy MaterialsprintDelivery to a Single Household to Reduce Duplicate MailingsprintCORPORATE GOVERNANCECorporate Governance GuidelinesprintCode of ConductprintDirector IndependenceprintDirector Stock Ownership GuidelinesprintInformation Regarding the Board and Board CommitteesprintAudit CommitteeprintCompensation CommitteeprintCompensation Committee Interlocks and Insider ParticipationprintNominating/Corporate Governance CommitteeprintCorporate Social Responsibility CommitteeprintBoard Leadership StructureprintDirector Emeritus DesignationprintDirector Continuing EducationprintRisk OversightprintBoard DiversityprintStockholder AgreementsprintStockholder and Interested Parties Communications with DirectorsprintSection 16(a) Beneficial Ownership Reporting ComplianceprintDIRECTOR COMPENSATION2011 Director CompensationprintNon-Management Director Compensation StructureprintNon-Management Director Use of Company FacilitiesprintPRINCIPAL STOCKHOLDERSTRANSACTIONS WITH RELATED PERSONSDescription of TransactionsprintReview, Approval or Ratification of TransactionsprintPROPOSALS REQUIRING YOUR VOTEProposal No. 1 Election of DirectorsprintProposal No. 2 Ratification of Selection of Indep. Registered Public Accounting FirmprintAudit and Non-Audit FeesprintPre-Approved Policies and ProceduresprintAudit Committee ReportprintProposal No. 3 Advisory Vote on Executive CompensationprintEXECUTIVE COMPENSATIONCompensation Discussion & AnalysisprintExecutive SummaryprintPay for PerformanceprintRedesign of Compensation PoliciesprintContinuation of Existing Effective Compensation PoliciesprintRoles in Establishing NEO CompensationprintOutside ConsultantsprintAssessing Compensation CompetitivenessprintObjectives of Our Compensation ProgramprintElements of CompensationprintAnnual Base Salary and Employment AgreementsprintAnnual Incentive BonusprintFiscal Year 2011printFiscal Year 2012printLong-Term Equity IncentivesprintFiscal Year 2011printFiscal Year 2012printDeferred Compensation OpportunitiesprintSeverance and Change of Control BenefitsprintPerquisites and Other BenefitsprintInternal Revenue Code Section 162(m)printCompensation Risk AssessmentprintCOMPENSATION COMMITTEE REPORTCOMPENSATION TABLESSummary Compensation TableprintGrants of Plan-Based AwardsprintOutstanding Equity Awards at Fiscal Year-EndprintOption/SAR Exercises and Stock VestedprintNonqualified Deferred CompensationprintEstimated Benefits upon TerminationprintUniform Severance and Change of Control PoliciesprintTermination by Company Without Good Cause or by NEO With Good CauseprintChange of ControlprintDeath or DisabilityprintTermination by Company for Good Cause or by NEO Without Good CauseprintObligations of the NEOsprintRECONCILIATIONS AND NON-GAAP FINANCIAL MEASURESNOTICE CONCERNING STOCKHOLDER PROPOSALS AND NOMINATIONS