Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

(e) On May 4, 2022, MGM Resorts International, a Delaware corporation (the "Company"), held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved a new 2022 Omnibus Incentive Plan (the "Plan"), which had previously been approved by the Board of Directors (the "Board"), subject to the approval of the Company's stockholders. There are 17,900,000 shares authorized for issuance under the Plan, reduced by new grants made under the prior plan after December 31, 2021 and before May 4, 2022. Employees and consultants of the Company or any parent or subsidiary, as well as members of the Board, are eligible to receive awards under the Plan. The Plan provides for the grant of stock options, including incentive stock options ("ISOs") and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units, other stock based awards and dividend equivalents to eligible individuals.

In addition, the Plan provides for a two-year minimum vesting condition on options and stock appreciation rights, subject to certain exceptions set forth in the Plan, and limits non-employee director compensation to $750,000 during any calendar year, or $1,000,000 during any calendar year in which a non-employee director first joins the Board or during any calendar year in which a non-employee director is serving as Chair of the Board or Lead Director.

The material features of the Plan are described in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting filed on March 25, 2022 (the "Proxy Statement"). The description of the Plan included in the Proxy Statement is incorporated herein by reference. The above description of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit 10.1.

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

At the Company's Annual Meeting the stockholders voted on the matters set forth below.

Proposal 1: To elect a Board of Directors



Director                     For             Against          Abstain
Barry Diller              303,259,148        30,998,918       2,218,808
Alexis M. Herman          299,993,154        34,274,469       2,209,251
William J. Hornbuckle     332,399,748         1,856,342       2,220,784
Mary Chris Jammet         332,574,978         1,682,504       2,219,392
Joey Levin                210,547,314       123,708,144       2,221,416
Rose McKinney-James       322,374,394        11,891,690       2,210,790
Keith A. Meister          333,314,233           934,799       2,227,842
Paul Salem                331,752,237         2,492,036       2,232,601
Gregory M. Spierkel       322,708,188        11,545,219       2,223,467
Jan G. Swartz             322,768,043        11,481,367       2,227,464
Daniel J. Taylor          287,652,804        46,600,998       2,223,072

Broker Non-Votes: 41,538,097 for each of Mr. Diller, Ms. Herman, Mr. Hornbuckle, Ms. Jammet, Mr. Levin, Ms. McKinney-James, Mr. Meister, Mr. Salem, Mr. Spierkel, Ms. Swartz and Mr. Taylor.

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, 2022.



    For        Against     Abstain
366,529,236   9,238,564   2,247,171


Broker Non-Votes: N/A

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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.



    For        Against      Abstain
322,027,750   12,000,373   2,448,751

Broker Non-Votes: 41,538,097

The foregoing Proposal 3 was approved.

Proposal 4: To approve and adopt the 2022 Omnibus Incentive Plan.



    For        Against     Abstain
325,299,536   8,585,343   2,591,995

Broker Non-Votes: 41,538,097

The foregoing Proposal 4 was approved.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:

Exhibit
  No.                                    Description

10.1          MGM Resorts International 2022 Omnibus Incentive Plan.

99.1          The section entitled "Proposal No. 4 - Adoption of the 2022 Omnibus
            Incentive Plan" of the definitive proxy statement on Schedule 14A of
            MGM Resorts International filed on March 25, 2022 is incorporated
            herein by reference.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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