ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Jim Murren, Chairman of the Board of Directors (the "Board") of MGM Growth Properties LLC (the "Company") resigned as a member of the Board on March 21, 2020, effective as of March 22, 2020, in connection with his resignation as Chairman and Chief Executive Officer of MGM Resorts International ("MGM Resorts"), the Company's controlling shareholder. Additionally, in connection with his appointment as acting Chief Executive Officer and President of MGM Resorts, on March 24, 2020, William J. Hornbuckle resigned as a member of the Board, effective as of March 24, 2020, to focus on his new responsibilities at MGM Resorts.

(d) On March 24, 2020, the Board appointed Paul Salem and Corey Sanders as members of the Board to fill the vacancies created by the departures of Mr. Murren and Mr. Hornbuckle, respectively. Additionally, Mr. Salem was appointed Chairman of the Board. Mr. Salem serves as Chairman of the Board of MGM Resorts, the Company's controlling shareholder, and Mr. Sanders serves as the Chief Financial Officer and Treasurer of MGM Resorts. MGM Resorts is party to several transactions with the Company, as described on pages 16-19 of the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission (the "Commission") on March 20, 2019 and incorporated herein by reference. Mr. Salem will be entitled to receive the same aggregate cash and equity compensation as the lead independent director as described under "Director Compensation" in the Company's Proxy Statement. Mr. Salem also received a pro-rated grant of restricted stock units with a target value of $33,750. The restricted stock units vest on the earlier of the first anniversary of the grant date and the date of the Company's next annual meeting. The grant was made pursuant to the Form of Restricted Stock Unit Agreement for non-employee directors previously filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K filed with the Commission on February 27, 2020 and incorporated herein by reference. Mr. Sanders will not receive any compensation in connection with his service on the Board.

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 24, 2020, the Board approved an amendment to Section 12 of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of April 18, 2016, to expressly permit the Company to hold shareholder meetings solely by means of remote communication as the Board may determine in its discretion.

A copy of the Company's Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement reflecting these amendments is attached as Exhibit 3.1 and is incorporated by reference in Item 5.03 of this Current Report on Form 8-K.

ITEM 9.01 Financial Statements and Exhibits.



(a) Not applicable.


(b) Not applicable.


(c) Not applicable.


(d) Exhibits:

3.1 aaa Amendment No. 1 to Amended and Restates Limited Liability Company Agreement of MGM Growth Properties LLC. 104 aaaaCover Page Interactive Data File (embedded within the Inline XBRL document).

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