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

On March 22, 2020, MGM Resorts International (the "Company") announced that Chief Operating Officer and President Bill Hornbuckle has been appointed acting Chief Executive Officer (CEO) and President, effective as of March 22, 2020. Mr. Hornbuckle succeeds Jim Murren, who resigned as Chief Executive Officer of the Company and as a member and Chairman of its Board of Directors (the "Board") effective as of March 22, 2020. Mr. Murren's resignation was not due to any disagreement with the Company, the Board or the management on any matter relating to the Company's operations, policies, practices or otherwise. In exchange for a release of claims against the Company, Mr. Murren will receive compensation and benefits treated as a termination without good cause, in accordance with the terms of the Transition Agreement, dated as of February 11, 2020, between Mr. Murren and the Company (the "Transition Agreement") as previously reported by the Company in a Current Report on Form 8-K filed on February 14, 2020. In connection with Mr. Murren's resignation as a member of the Board, the size of the Board has been reduced from 12 to 11 directors.

Mr. Hornbuckle, age 62, served as President and Chief Operating Officer of the Company since 2012 and 2019, respectively. Mr. Hornbuckle served as Chief Marketing Officer of the Company from 2009 until 2012. From 2005 until August 2009, Mr. Hornbuckle served as President and Chief Operating Officer of Mandalay Bay Resort & Casino. Mr. Hornbuckle previously had served as President and Chief Operating Officer of MGM Resorts International-Europe, where he worked on the development of the Company's gaming operations in the United Kingdom. Mr. Hornbuckle also served as President and Chief Operating Officer of MGM Grand Las Vegas from 1998 to 2001. Prior to MGM Grand Las Vegas, Mr. Hornbuckle served as President and Chief Operating Officer for Caesars Palace, Las Vegas. Mr. Hornbuckle has no family relationships with any of our directors or executive officers and there are no transactions in which Mr. Hornbuckle has an interest in that would require disclosure under Item 404(a) of Regulation S-K.

The compensation associated with Mr. Hornbuckle's appointment has not yet been determined. The Company will file an amendment to this Form 8-K disclosing such information when it has been determined.

Additionally, on March 22, 2020, the Company announced that the Board has appointed Paul Salem as Chairman of the Board, effective as of March 22, 2020.

A copy of the press release announcing the matters described in this Item 5.02 is attached herewith as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




  (a) Not applicable.


  (b) Not applicable.


  (c) Not applicable.


  (d) Exhibits:








Exhibit No.   Description


99.1    Press release of the Registrant dated March 22, 2020.


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

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