mgm-20230208

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): February 8, 2023

MGM Resorts International

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-10362	88-0215232
(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 (see General Instructions A.2. below):


☐			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 Exchange

NYSE

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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

This current report on Form 8-K is being furnished to disclose the press release issued by the Registrant on February 8, 2023. The purpose of the press release, furnished as Exhibit 99.1, was to announce the Registrant’s results of operations for the quarter and year ended December 31, 2022. The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 8.01 OTHER EVENTS

On February 8, 2023, MGM Resorts International ("the Company") announced that its Board of Directors had authorized a new $2.0 billion share repurchase plan, pursuant to which the Company may, from time to time, purchase shares of its common stock. The share repurchase plan will terminate when the aggregate cost of shares repurchased under the program reaches $2.0 billion. Share repurchases may be executed through various means, including, without limitation, open market transactions, privately negotiated transactions or otherwise. Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be purchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing, volume and nature of stock repurchases will be at the sole discretion of the Company, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time. The share repurchase plan does not obligate the Company to purchase any shares. The authorization for the share repurchase plan may be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. Furthermore, the Company announced that its Board of Directors had determined to suspend the Company’s ongoing regular dividends in order to focus on its preferred method of returning value to shareholders through the share repurchase plan, effective immediately. The Company’s Board of Directors may, at its discretion, choose to reinstate quarterly dividend payments at any time in the future.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)Not applicable.

(b)Not applicable.

(c)Not applicable.

(d)Exhibits:


Exhibit Number		Description

99.1	Press release of the Registrant dated February 8 , 202 3 , announcing financial results for the quarter and year ended December 31, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 thereunto duly authorized.


	MGM Resorts International

Date: February 8, 2023	By:	/s/ Todd Meinert
		Todd Meinert
		Title: Senior Vice President and Chief Accounting Officer

MGM Resorts International filed SEC Form 8-K: Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits