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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