Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: The following table provides information about share repurchases made by the Company of its common stock during the quarter ended June 30, 2022:
+Added: The following table provides information about share repurchases made by the Company of its common stock during the quarter ended September 30, 2022:
Total Number of Shares Purchased Average Price Paid per Share Total Number
1 unchanged sentence
Period (In thousands)
−Removed: April 1, 2022 — April 30, 2022 6,237,509 $ 41.08 6,237,509 $ 1,992,053
−Removed: May 1, 2022 — May 31, 2022 13,976,096 $ 35.12 13,976,096 $ 1,501,268
−Removed: June 1, 2022 — June 30, 2022 12,155,277 $ 30.20 12,155,277 $ 1,134,204
−Removed: The Company’s Board of Directors authorized a $2.0 billion stock repurchase program in March 2022 and a $3.0 billion stock repurchase program in February 2020, and, in connection with repurchases made during the six months ended June 30, 2022, the February 2020 $3.0 billion stock repurchase program was completed.
−Removed: Under the stock repurchase programs, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements.
+Added: July 1, 2022 — July 31, 2022 5,317,032 $ 29.32 5,317,032 $ 978,316
+Added: August 1, 2022 — August 31, 2022 641,296 $ 34.31 641,296 $ 956,313
+Added: September 1, 2022 — September 30, 2022 4,044,806 $ 31.91 4,044,806 $ 827,257
+Added: The Company’s Board of Directors authorized a $2.0 billion stock repurchase plan in March 2022 and a $3.0 billion stock repurchase plan in February 2020, and, in connection with repurchases made during the nine months ended September 30, 2022, the February 2020 $3.0 billion stock repurchase plan was completed.
+Added: Under the stock repurchase plans, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements.
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 management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time.
−Removed: All shares repurchased by the Company during the quarter ended June 30, 2022 were purchased pursuant to the Company’s publicly announced stock repurchase programs and have been retired.
−Removed: 10.1 Amended and Restated Master Lease, by and between MGP Lessor, LLC and MGM Lessee, LLC, dated as of April 29, 2022 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on April 29, 2022).
−Removed: 10.2 Tax Protection Agreement, by and among VICI Properties, Inc., VICI Properties OP LLC, MGM Resorts International and the other parties thereto, dated as of April 29, 2022 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on April 29, 2022) .
−Removed: 10.3* MGM Resorts International 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on May 9, 2022).
−Removed: 10.4** Lease by and between Marker LV Propco LLC and Nevada Property 1 LLC, dated as of May 17, 2022 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on May 17, 2022).
−Removed: 10.5 Addendum to the Sub-concession Contract, dated June 23, 2022, between SJM Resorts, S.A.
−Removed: and MGM Grand Paradise, S.A.
−Removed: (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on June 24, 2022).
−Removed: 10.6* First Amendment to MGM Resorts International 2012 Deferred Compensation Plan for Non-Employee Directors, dated as of April 27, 2022.
+Added: All shares repurchased by the Company during the quarter ended September 30, 2022 were purchased pursuant to the Company’s publicly announced stock repurchase plan and have been retired.
+Added: *10.1 Employment Agreement, effective as of September 1, 2022, by and between the Company and William Hornbuckle (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 22, 2022).
+Added: *10.2 Employment Agreement, effective as of September 1, 2022, by and between the Company and Corey Sanders (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on August 22, 2022).
+Added: *10.3 Employment Agreement, effective as of September 1, 2022, by and between the Company and Jonathan S.
+Added: Halkyard (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on August 22, 2022).
+Added: *10.4 Employment Agreement, effective as of September 1, 2022, by and between the Company and John McManus (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on August 22, 2022).
+Added: *10.5 Amended and Restated Change of Control Policy for Executive Officers, effective August 16, 2022 (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on August 22, 2022).
22 Subsidiary Guarantors.
11 unchanged sentences
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, has been formatted in Inline XBRL.
+Added: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, has been formatted in Inline XBRL.
* Management contract or compensatory plan or arrangement.
−Removed: ** Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
−Removed: MGM Resorts International agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
+Added: Certain long-term debt instruments of our consolidated subsidiaries, under which the total amount of securities authorized does not exceed 10 percent of our consolidated assets, are not filed as exhibits to this Quarterly Report on Form 10-Q.
+Added: We will furnish a copy of these agreements to the SEC upon request.
In accordance with Rule 402 of Regulation S-T, the XBRL information included in Exhibit 101 and Exhibit 104 to this Form 10-Q shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
1 unchanged sentence
MGM Resorts International
−Removed: August 3, 2022 By:
+Added: November 2, 2022 By:
/s/ WILLIAM J.
Chief Executive Officer and President (Principal Executive Officer)
−Removed: August 3, 2022 /s/ JONATHAN S.
+Added: November 2, 2022 /s/ JONATHAN S.
Chief Financial Officer and Treasurer (Principal Financial Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.