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  4. [8-K] MGM Resorts International Reports Material Event

Shareholders back MGM Resorts (NYSE: MGM) board, auditor and pay

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(Moderate)
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8-K

Rhea-AI Filing Summary

MGM Resorts International reported voting results from its May 6, 2026 annual meeting of stockholders. All nominated directors were elected, each receiving a majority of votes cast, with Paul Salem receiving 136,939,734 votes for and 219,743 against.

Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 222,877,974 votes for, 2,995,320 against and 377,571 abstentions. On an advisory basis, stockholders approved executive compensation, with 127,327,418 votes for, 9,565,053 against and 636,348 abstentions, and 88,722,046 broker non-votes on that item.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Paul Salem 136,939,734 for; 219,743 against; 369,342 abstain Director election at May 6, 2026 annual meeting
Auditor ratification votes 222,877,974 for; 2,995,320 against; 377,571 abstain Ratification of Deloitte & Touche LLP for 2026
Say-on-pay votes 127,327,418 for; 9,565,053 against; 636,348 abstain Advisory vote on executive compensation
Broker non-votes on directors 88,722,046 shares Director elections at the 2026 annual meeting
Broker non-votes on say-on-pay 88,722,046 shares Advisory vote on executive compensation
Broker Non-Votes financial
"Broker Non-Votes: 88,722,046 for each of Mr. Barr..."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Emerging growth company regulatory
"405) or Rule 12b-2 of the Securities Exchange Act of 1934... Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Independent Registered Public Accounting Firm financial
"To ratify the selection of Deloitte & Touche LLP, as the Independent Registered Public Accounting Firm for the year ending December 31, 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"To approve, on an advisory basis, the compensation of the Company’s named executive officers..."
Understanding 8-K Material Events →
0000789570FALSE00007895702026-05-062026-05-06

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 6, 2026
MGM Resorts International
(Exact name of Registrant as Specified in its Charter)
Delaware001-1036288-0215232
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
3600 Las Vegas Boulevard South, Las Vegas, Nevada  89109
(Address of principal executive offices – Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 693-7120
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class 
Trading
Symbol(s)
 Name of each exchange on which registered
Common Stock (Par Value $0.01) MGM New York Stock ExchangeNYSE
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CRF § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CRF § 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


 
Item 5.07 Submission of Matters to a Vote of Security Holders.

MGM Resorts International (the “Company”) held its annual meeting of stockholders on May 6, 2026 (the “Annual Meeting”), at which stockholders voted on the matters set forth below.

Proposal 1: To elect a Board of Directors

DirectorForAgainstAbstain
Keith Barr136,210,529947,992370,298
Barry Diller130,004,4087,157,480366,931
William J. Hornbuckle135,335,3971,824,311369,111
Donna Langley135,974,2331,057,777496,809
Joey Levin135,446,7151,713,005369,099
Rose McKinney-James134,480,1852,545,003503,631
Keith A. Meister135,786,4581,371,568370,793
Paul Salem136,939,734219,743369,342
Jan G. Swartz135,256,3021,773,685498,832
Daniel J. Taylor129,129,1218,029,216370,482
Ben Winston135,223,3441,934,497370,978

Broker Non-Votes: 88,722,046 for each of Mr. Barr, Mr. Diller, Mr. Hornbuckle, Ms. Langley, Mr. Levin, Ms. McKinney-James, Mr. Meister, Mr. Salem, Ms. Swartz, Mr. Taylor and Mr. Winston.

Each of the foregoing directors was elected and received the affirmative vote of a majority of the votes cast at the annual meeting at which a quorum was present.

Proposal 2: To ratify the selection of Deloitte & Touche LLP, as the Independent Registered Public Accounting Firm for the year ending December 31, 2026.
FORAGAINSTABSTAIN
222,877,9742,995,320377,571

Broker Non-Votes: N/A

The foregoing Proposal 2 was approved.

Proposal 3: To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting.
FORAGAINSTABSTAIN
127,327,4189,565,053636,348

Broker Non-Votes: 88,722,046

The foregoing Proposal 3 was approved.




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 MGM Resorts International
   
Date: May 8, 2026By:/s/ Jessica Cunningham
  Name: Jessica Cunningham
  Title: Senior Vice President, Legal Counsel and Assistant Secretary
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What did MGM (MGM) shareholders vote on at the May 6, 2026 annual meeting?

Shareholders voted on three key items: electing the full slate of director nominees, ratifying Deloitte & Touche LLP as independent auditor for 2026, and approving on an advisory basis the compensation of MGM’s named executive officers as disclosed in the proxy statement.

Were all MGM (MGM) director nominees elected at the 2026 annual meeting?

Yes. Each director nominee, including Keith Barr, Barry Diller, William J. Hornbuckle and others, received more votes “for” than “against” and was elected by a majority of votes cast at the annual meeting where a quorum was present, with significant broker non-votes recorded.

How did MGM (MGM) shareholders vote on the company’s 2026 auditor?

Shareholders ratified Deloitte & Touche LLP as MGM’s independent registered public accounting firm for the year ending December 31, 2026, with 222,877,974 votes for, 2,995,320 votes against and 377,571 abstentions, indicating strong support for continuing with the existing audit firm relationship.

What were the results of MGM (MGM) shareholders’ say-on-pay vote in 2026?

On an advisory basis, shareholders approved the compensation of MGM’s named executive officers, casting 127,327,418 votes for, 9,565,053 against and 636,348 abstentions. There were 88,722,046 broker non-votes on this proposal, but it still received sufficient support to pass.

What are broker non-votes in MGM (MGM) 2026 voting results?

Broker non-votes occur when brokers submit proxies for shares they hold but are not instructed to vote on certain non-routine matters. MGM reported 88,722,046 broker non-votes for director elections and the say-on-pay proposal, meaning those shares were counted for quorum but not as votes cast.

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