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Investor Presentation
April 2015
OVERVIEW
M
MGM has delivered above industry average returns and is well positioned for continued growth
MGM has a history of value?generating strategic initiatives and delivering on commitments to drive strong
performance
The MGM Board has the right balance of independence, experience and
necessary skills to oversee ongoing execution of the Company’s strategy and continue to drive sustainable value
The Directors targeted all bring vital and unique skills that
greatly contribute to the oversight of our complex and diverse global operations
The proposed Board changes reflect a lack of understanding of the importance of diversity that has
strengthened the Company and added value for shareholders
Land & Buildings’ nominees are tied to a proposal that has
a narrow, short?term focus and makes numerous financial,
structural and tax assumptions that appear unsupported or are factually incorrect, which calls into question their credibility
Evercore has been added as an independent advisor to MGM’s
team of existing advisors
MGM has and will continue to actively evaluate strategic options
for the Company that drive value for shareholders
Protect your Investment in MGM –
vote for the nominees who have been and will continue 2 to serve your interests
I. HISTORICAL PERFORMANCE
TRACK RECORD OF DRIVING STRONG
PERFORMANCE AND DELIVERING SUPERIOR VALUE
MGM outperformed gaming peers and the Dow Jones US Gaming Index
on a one and three year basis
Total Shareholder Returns
Company 1 Year 3 Year 5 Year
DJ U.S. Gaming Index(18.8%) 54.1% 148.0%
Gaming Peers Median Returns (1)(17.7%) 59.5% 147.8%
MGM Resorts International(9.1%) 105.0% 134.4%
Note: Total Shareholder Returns for the trailing period ended December 31
(1)
Gaming Peers include: LVS, WYNN, BYD, PENN (inclusive of GLPI), CZR and PNK
4
STRONG OPERATING PERFORMANCE
Strong operating performance in net revenues and Adjusted Property EBITDA
Historical Net Revenue & Adjusted Property EBITDA (Consolidated)
$9,810 $10,082
$9,161
2012 2013 2014
Net Revenue ($ millions)
$2,469
,
24.5%
24.0%
$1,998
21.8%
2012 2013 2014
Adjusted Property EBITDA ($ millions) Adjusted Property EBITDA Margin
Source: Company filings
5
TRACK RECORD OF DRIVING STRONG
PERFORMANCE IN THE U.S.
Last year, MGM’s U.S. operations produced the highest level of Adjusted Property EBITDA in six years
and wholly owned domestic resorts achieved double digit Adjusted Property EBITDA growth over the last five years
U.S. (Wholly Owned) Historical Net Revenue & Adjusted Property EBITDA
$6,342
$1,518
$6,053 $1,443
$5,933
$5,893 $1,298 $1,325 23.9%
23.8%
$1,165
$5,634 22.3%
22.0%
20.7%
2010 2011 2012 2013 2014 2010 2011 2012 2013
2014
Net Revenue ($ millions) Adjusted Property EBITDA ($ millions)
Adjusted Property EBITDA Margin
U.S. (WHOLLY OWNED) CAGR
1 Year 3 Year 5 Year
Net Revenue 4.8% 2.5% 1.5%
Adjusted Property EBITDA 5.2% 5.4% 2.5%
U.S. (WHOLLY OWNED) Total Growth
1 Year 3 Year 5 Year
Net Revenue 4.8% 7.6% 7.9%
Adjusted Property EBITDA 5.2% 17.0% 13.0%
Source: Company filings
6
MGM CHINA CONSISTENTLY DELIVERS SUPERIOR
VALUE
MGM China achieved record Adjusted EBITDA in 2014 and has grown
Adjusted EBITDA at a CAGR of over 40% in the last five years
MGM China has paid $2.2 billion in dividends since its IPO in 2011 of which MGM Resorts has
received over $1 billion, representing its 51% share
MGM
China Historical Net Revenue & Adjusted EBITDA
$3,317 $3,283 $850
$814
$2,808
$2,606 $679
$630
25.
$1,571 24.5%
$358 24.2% 24.2%
22.8%
2010 2011 2012 2013 2014 2010 2011 2012 2013 2014
Net Revenue ($ millions) Adjusted EBITDA ($ millions)
Adjusted EBITDA Margin
MGM China
CAGR
1 Year 3 Year 5 Year
Net Revenue(1.0%) 8.0% 27.4%
Adjusted EBITDA 4.5% 10.5% 41.6%
MGM China Total Growth
1 Year 3 Year 5 Year
Net Revenue(1.0%) 26.0% 235.3%
Adjusted EBITDA 4.5% 35.1% 469.1%
Source: Company filings
7
IMPROVED BALANCE SHEET
Significantly de?levered balance sheet since the financial crisis
Corporate credit ratings were upgraded three levels by Moody’s and
S&P to B2/B+ Cost of long?term bond issuances decreased from 11.9% in 2009 to 6% in 2014
Maintained financial flexibility to invest in strategic growth initiatives Executing further opportunities to de?leverage the balance sheet:
? Regular dividend policy at MGM China and CityCenter
? $1.45 billion convert matured April 15, 2015
? Continued free cash flow growth
Source: Company filings
8
STRONG PORTFOLIO OF ASSETS WITH DIVERSE
GEOGRAPHIC REVENUE MIX
Leading gaming, entertainment and hospitality company with globally
recognized brands Strong geographic diversity with a continued focus on expansion in key markets
Net Revenue Contribution by Region(1)
12%
Las Vegas
34% 54%
Macau
U.S.
Regional
Geographic diversification strategy has benefitted MGM through various market cycles
Source: Company filings
(1) For the 12?month period December 31, 2014; Excludes management & other revenues
9
LAS VEGAS GROWTH: ROWTH: INVESTING IN THE FUTURE
Las Vegas continues its record rate of expansion as evidenced by McCarran passengers
at highest levels since 2008, driven by increased air capacity:
?
Record visits of 41 million in 2014, up 4% y?o?y
?
Occupancy highest since 2008 while room inventory remains flat
?
ADR +5% y?o?y representing five consecutive years of growth
Investing in the future of MGM in Las Vegas with:
?
Mandalay Bay ?room remodel and 350,000 square feet of convention space expansion
? AEG/MGM Arena – 20,000 seat world?class arena opening Spring 2016
? Park & entertainment district adjoining Monte Carlo and New York?New York and leading up to the arena
Las Vegas Trends
39 40 40 41
37
149 150 150 151 151
2010 2011 2012 2013 2014
Room Inventory (000’s) Visitor Volume (millions)
$117
$108 $111
$105
$95
87.4% 87.1% 89.1%
86.9%
83.5%
2010 2011 2012 2013 2014
ADR Occupancy
Source: Las Vegas Convention and Visitors Authority
10
MGM CHINA
As a leading global gaming operator, our presence in the
world’s largest gaming market is an integral component of our strategy
Macau operations facilitate our global marketing initiatives which are critical to the performance of our
domestic properties, as evidenced by significant growth in Las Vegas Baccarat play
Moreover, our success in Macau and ongoing commitment to the market provide an important
competitive advantage as we pursue other global development opportunities
2014 Gross Gaming Revenue (1)
($ in billions)
$44.0
$6.4
Las Vegas Strip Macau
Macau gaming market is nearly 7x the size of Las Vegas
Las Vegas Strip Gross Gaming Revenue Mix
2006 2014
Baccarat
12%
Baccarat
23%
Slots Slots
51% 46%
Non Baccarat
table Non Baccarat
37% table
31%
Baccarat has grown from 12% to 23% of Las Vegas Strip
gross gaming revenue from 2006 to 2014
Source: DICJ and Nevada Gaming Control Board
(1) Macau market
GGR assumed to be converted based on a 7.75 HKD to 1.00 USD exchange ratio
11
MGM CHINA
MGM China has been a significant contributor to MGM Resorts
consolidated financial results and is poised for future growth
?
In 2014, MGM China represented 34% of Adjusted EBITDA on a consolidated basis and 21% of Adjusted EBITDA on a pro rata basis
? Cotai development positions MGM for substantial future growth
??The addition of 1,500 rooms will quadruple MGM China’s room
count in Macau
$814 $850
$630 $679
$358
2010 2011 2012 2013 2014
Adjusted EBITDA Margin 23% 24% 24% 25% 26%
MGM has received more than $1bn in dividends from MGM China since 2011 which has supported deleveraging
Note: $ in millions.
12
THE LONG TERM MACAU STORY
Mainland China penetration remains low
?
Macau Mass market represents 0.2% of China GDP, which is half of U.S. Mass % of GDP(1)
? China’s urban population’s visits to Macau annually ~2% vs ~10% U.S. visitors to Las Vegas(1)
Infrastructure projects
? Hong Kong?Zhuhai?Macau Bridge
?
China high?speed rail network build out
?
Light rail system within Macau
Potential travel policy reform in Mainland China
Extended border gate hours and increased room supply favorable to
demand and length of visitation Development of Hengqin
Source: DSEC
(1) Morgan Stanley
13
PURSUING OPPORTUNITIES IN NEW GEOGRAPHIES
MGM Cotai (opening Fall 2016)
MGM National Harbor (opening second half 2016)
MGM Springfield (opening second half 2017) Actively pursuing Japan and South Korea markets
14
HISTORY OF VALUE GENERATING STRATEGIC INITIATIVES AND DISCIPLINED USE OF CAPITAL
Board thoughtfully allocated capital by strategically enhancing existing
properties, including:
? New rooms at Bellagio and the MGM Grand
? Delano at Mandalay Bay
? New restaurants at The Mirage and Aria
New streetscape at New York?New York and Monte Carlo, among many
others
Board also supported trend setting capital?light strategies such as
partnerships that have led to the development of:
?
Hakkasan at MGM Grand
? Rock in Rio festival grounds
? Las Vegas Arena with AEG, is set to debut in Spring 2016
15
MGM HOSPITALITY
Diaoyutai
MGM, the Company’s hospitality affiliate in China, continues to make great progress
Best year ever at MGM Grand Sanya
Opened the Diaoyutai Boutique Chengdu
Topped off the Bellagio Shanghai
Signed an agreement to build a Bellagio in Beijing
In 2014, created MGM Hakkasan with the Hakkasan
Group, forming a hotel management company focused on providing non gaming hotel resorts and residential offerings
in key international cities around the world
16
II. LAND & BUILDINGS’ PROPOSAL IS SERIOUSLY
FLAWED
LAND & BUILDINGS’ PROPOSAL IS SERIOUSLY
FLAWED
Land & Buildings’ proposal makes numerous financial, structural and
tax assumptions that appear
unsupported or factually incorrect, leading to a questionable value
proposition as presented
Major challenging assumptions include, but are not limited to:
Unsubstantiated cash flow assumptions that drive Land & Buildings’
value creation proposition
Inconsistent and overlapping use of both net lease and lodging REIT
structures
Significant leveraging and untenable special distribution by MGM China
Unaddressed and oversimplified assessment of financial , structural and
tax issues associated with a
REIT conversion, asset sales and MGM China dividend
A narrow, short
term focus which fails to consider the complexities of operating and growing a global
gaming company to maximize long
term shareholder value, including a complex regulatory framework with which MGM’s
Board has a great deal of experience
18
WALL STREET SKEPTICAL OF LAND & BUILDINGS
PROPOSAL
“MGM Doesn’t Need To Be a REIT to Sell Assets and De
lever: MGM’s “While we believe shares are undervalued, we see the consummation of
regional properties were available for sale for some time but unable to a transaction of this nature
as a
low probability. We note that on our find buyers, and while
the market may be better now, the ability for
estimates, we believe shares are worth only a bit less than
the $33
MGM to sell assets and reduce debt is not related to a
REIT structure, assumption here for the split. Accordingly, given
the numerous . assumptions that underline the split math, we simply
don’t see REIT Case Not Actually Driven by REIT
Factors: Difference between meaningful equity value stemming from the
actual transaction itself, “upside” case of $55
and “base” case of $33/share includes $10 from a that
couldn’t otherwise be accomplished via execution in a strong
LV potential Japan project,
which we see as not only unlikely, but also Strip environment.” unrelated to whether MGM has REIT structure or not.” – Deutsche Bank
– UBS
“Our concern with a Las Vegas REIT is the complexity it would add to the reinvestment process
on the Strip, which has
been the underlying fundamental story for MGM. Further, fixed rent
leases on assets that are very cyclical, correlated to
consumer spending and offer no geographic diversity all appear contrary
to the typical REIT structure favoring more
stable income streams. Further, the re
risking of MGM China with incremental leverage ahead of a concession review in 2020 could be viewed unfavorably.
We also find it unlikely MGM would make such a destabilizing
move at such a critical point in its Cotai .
– Union Gaming
19
III. STRONG CORPORATE GOVERNANCE
MGM’S CURRENT EXPERIENCED AND DIVERSE BOARD
WILL CONTINUE TO DELIVER SUSTAINABLE VALUE
Strong, independent Board comprised of a diverse group of experienced directors who are deeply familiar with
MGM’s
businesses, are highly qualified to lead the Company in executing
its strategic plans and are focused on serving the
interests of all shareholders Board’s diversity has proven to be
an effective and powerful tool in implementing
the Company’s long
term strategy and short term milestones
Board has been critical to guiding the Company through challenging circumstances and setting the course for
sustainable profit growth
Gaming/ Public
C-Suite/ Real Government/
Shareholder New Since
Director Resort/ Finance Company
Leadership Estate Policy Representative 2010
Lodging Directorship
Robert Baldwin William Bible
Mary Chris Gay William Grounds Alexis Herman
Anthony Mandekic Rose McKinney-James James Murren Gregory
Spierkel Daniel Taylor
Board change at MGM is not warranted and could be damaging to
Board’s unified strength and complementary skills based construct
Source: Company filings
21
REPLACING FOUR DIRECTORS WOULD UNDERMINE
BOARD’S DIVERSITY AND EFFECTIVENESS
The MGM Board has the right balance of independence, experience and necessary skills to oversee ongoing
execution
of the Company’s strategy and continue to drive sustainable
value
The Directors targeted all bring vital and unique skills that
greatly contribute to the oversight of our complex and
diverse global operations
The proposed Board changes reflect a lack of understanding of the importance of diversity that has
strengthened the
Company and added value for shareholders given the markets we
operate in
Land & Buildings’ nominees are tied to a proposal that has
a narrow, short term focus and makes numerous financial, structural and tax assumptions that appear unsupported or are factually
incorrect, which calls into question the credibility of their nominees
22
EFFECTIVE BALANCE OF STRONG LEADERSHIP AND
NEW PERSPECTIVES
Principal Occupation/Other Directorships Director Qualifications
Robert H. Baldwin (64)
Director since 2000
Leadership experience—former Chief Executive Officer of Bellagio, LLC
and of Mirage Resorts,
Chief Design and Construction Officer of the Company since August
2007. President of Project CC,
Incorporated, and current President and Chief Executive Officer of the
CityCenter joint venture
LLC, the managing member of CityCenter
Holdings, LLC, since March 2005, and President and Chief
managing entity
Executive Officer of Project CC, LLC since August 2007. Previously named Chief Financial Officer of
Mirage Resorts, Incorporated in 1999 through 2000. Then served as
President and Chief Executive
Finance experience—former Chief Financial Officer of Mirage Resorts,
Incorporated
Officer of Mirage Resorts, Incorporated from June 2000 to August
2007. President and Chief
Executive Officer of Bellagio, LLC or its predecessor from June
1996 to March 2005.
Industry experience—has held Chief Executive Officer and various other
leadership positions in
entities involved in the gaming and resort industry for many years
William A. Bible (70)
Director since 2010
Leadership experience—former chairman of Nevada gaming regulatory body
for 10 years; former
President of the Nevada Resort Association from 1999 to March 2010,
prior to joining the
President of a gaming and resort industry advocacy group
Company’s Board. Director of the Las Vegas Monorail Company from
2007 to 2008. Chairman of
the Nevada State Gaming Control Board from 1988 to 1998. Various
positions as a state official
Finance experience—former state official overseeing financial matters
overseeing financial matters from 1971 to 1988, including, after 1983,
Director of Administration
and Chief of the Budget Division (State Budget Director). Member,
National Gambling Impact
Industry experience—former President of a gaming and resort industry
advocacy group
Study Commission from June 1997 to June 1999. Former management
trustee of a number of
trusts.
Government experience—former chairman of Nevada gaming regulatory body
for 10 years;
various positions within the Nevada state government overseeing financial
matters
Diverse Board has proven to be effective and we believe will
continue to create upside
23
EFFECTIVE BALANCE OF STRONG LEADERSHIP AND
NEW PERSPECTIVES (CONT’D…)
Principal Occupation/Other Directorships Director Qualifications
Mary Chris Gay (47)47)
Director since 2014
Served as Senior Vice President, portfolio manager and equity analyst
focused on research in the Leadership experience—former Senior Vice President of one of the largest international asset
gaming and lodging industries at Legg Mason Global Asset Management,
an international asset management firms
management firm, from 1989 until her planned departure in 2013.
Since then, served as
consultant and advisor to start
up companies in early stage financings. Industry experience—served as an equity analyst researching the gaming and lodging industries
Finance experience—served as Senior Vice President of an asset
management firm responsible for,
among other things, assessing the performance of companies and
evaluating their financial
statements
William W. Grounds (59)59)
Director since 2013
Director, President and Chief Operating Officer of Infinity World
Development Corp, a private Leadership experience—President and Chief Operating Officer of Infinity World Development
investment entity which owns half of CityCenter, since November 2009,
having joined Infinity Corp.; senior level
executive at multiple real estate and development companies
World in April 2008. Member of CityCenter
Board of Directors since December 2009. Before
joining Infinity World, held various senior executive positions in the
real estate investment and Industry experience—Officer of investment entity that owns half of CityCenter; senior level
development industries, including General Manager at Unlisted Funds of
Investa Property Group executive at multiple real estate and development companies responsible for, among other things,
Ltd. from April 2002 to May 2007 and CEO of Property and
Finance at MFS Ltd. from June 2007 to developing mixed
use real estate projects
March 2008. Board Member of Lend Lease Property Services and Civil & Civic from 1997 to 1998.
Board member of Grand Avenue L.A. LLC, a mixed use real estate
development joint venture with Finance experience—former Chief Executive Officer of Property and Finance at MFS Ltd., and
The Related Companies. Director and member of the Audit Committee,
Compensation Committee General Manager at
Unlisted Funds, both real estate investment management firms
and Nominating & Governance Committee of Remark Media Inc. (MARK)
since October 2013.
Public company directorship experience—director and board committee member
of a global
digital media company
24
EFFECTIVE BALANCE OF STRONG LEADERSHIP AND
NEW PERSPECTIVES (CONT’D…)
Alexis M. Herman (67)67)
Director since 2002
Chair and Chief Executive Officer of New Ventures LLC, a corporate
consulting company, since 2001. Lead Leadership
experience—Chief Executive Officer of a consulting firm; former United
States Secretary of
Director, Chair of the Governance and Nominating Committee, and member
of the Audit Committee, Labor; member of
the board of trustees of a civil rights organization
Compensation Committee, and Executive Committee of Cummins Inc. Director
and member of the
Personnel Committee and Chair of the Corporate Governance Committee of
Entergy Corp. Director and Finance
experience—member of the audit committee of a public company that
designs, manufactures,
member of the Compensation Committee and Public Issues and Diversity
Review Committee of The Coca sells and services diesel engines and related technology around the world
Cola Company. Serves as Chair of the Diversity & Inclusion Business Advisory Board of Sodexo, Inc.
and as
Chair of Toyota Motor Corporation’s North American Diversity Advisory
Board. United States Secretary of Government
experience—former United States Secretary of Labor
Labor from 1997 to 2001. Member of the Board of Trustees of
the National Urban League, a civil rights
organization.
Public company directorship experience—director and member of various board committees of several
public companies; member of advisory boards to public companies
Roland Hernandez (57)57)
Director since 2002
Director, officer or partner and owner of minority interests in privately held companies engaged in real
Leadership
experience—former Chairman and Chief Executive Officer of a Spanish
language television
estate, investment, media and security services for more than the
past five years. Chairman of the Board broadcast
network; chairman of a hotel and adventure travel company
of Directors of Belmond Ltd. (formerly Orient
Express Hotels Ltd.). Lead Director, Chair of the Nominating
& Governance Committee, and member of the Audit Committee of
Vail Resorts, Inc. Director of US Finance
experience—audit committee member of a large bank and audit
committee member of a
Bancorp (USB) and member of the Audit Committee and the Community
Reinvestment and Public Policy mountain
resort company; formerly chairman of the audit committee of an
international retail company
Committee. Director and member of the Nominating Committee of Sony
Corporation from 2008 to June and former
member of the audit committee and finance committee of a real
estate/home construction
2013. Director of The Ryland Group, Inc., a real estate/home
construction company, from 2001 to April company
2012. Director and member of the Finance Committee of Lehman
Brothers Holdings Inc. from 2005 to
March 2012. Director and Chairman of the Audit Committee of Wal
Mart Stores, Inc. from 1998 to June Industry experience—director of a mountain resort company; chairman of a hotel and adventure
travel
2008. Formerly Chairman and Chief Executive Officer of Telemundo
Group, Inc. company
Public company directorship experience—director and board committee member
of several public
companies in the recreation, finance and real estate industries
25
EFFECTIVE BALANCE OF STRONG LEADERSHIP AND
NEW PERSPECTIVES (CONT’D…)
Anthony Mandekic (73)
Director since 2006
Chief Executive Officer and President of Tracinda, a privately held
investment firm, since June 15, 2012. Finance
experience—over 30 years of experience as Treasurer of Tracinda
Secretary and Treasurer of Tracinda
since 1976. Director of Delta Petroleum Corporation from May 2009 to
. ,
President, Vice President and Director of the Stars Desert Inn,
which operated the former Desert Inn resort,
from 1991 to 1993.
Public company directorship experience—former director and board committee of a public oil and gas
company
Leadership experience—chief executive officer of Tracinda
Rose McKinney James (63)63)
Director since 2005
Managing Principal of Energy Works Consulting LLC and McKinney James
& Associates, providing consulting
Leadership experience—former President and CEO of a not for
profit corporation focused on solar and
services regarding public affairs in the areas of energy, education,
and environmental policy, in each case renewable
energy technologies; former leader of two Nevada state government agencies
for more than the past five years. Director of Marketing and
External Affairs of Nevada State Bank Public
Finance since 2007. Member of the Audit Committee and chair of
the CRA Committee of Toyota Financial Finance
experience—finance committee member of a company that provides
workers’ compensation
Savings Bank. Former Director and Chair of the Board Governance and
Nominating Committee and insurance and
services to small businesses; member of audit committee of Toyota
Financial Savings Bank
member of the Finance Committee of Employers Holdings, Inc. from
2005 to June 2013. Serves on the
board of directors of MGM Grand Detroit, LLC. Chairman of the
Board of Directors of Nevada Partners and Industry
experience—former director of Mandalay Resort Group prior to its
acquisition by the Company
a former director of The Energy Foundation. Formerly the President
and Chief Executive Officer of the
Corporation for Solar Technologies and Renewable Resources for five
years. Former Commissioner with the
Government experience—former leader of two Nevada state government agencies
Nevada Public Service Commission and former Director of the Nevada
Department of Business and
Industry.
Public company directorship experience—former director and board committee member of a company
that provides workers’ compensation insurance and services to small businesses
26
EFFECTIVE BALANCE OF STRONG LEADERSHIP AND
NEW PERSPECTIVES (CONT’D…)
James J. Murren (53)53)
Director since 1998
Chairman and Chief Executive Officer of the Company since December
2008. President from December
Leadership experience—Chairman and Chief Executive Officer of the
Company; has held key executive
1999 to December 2012. Chief Operating Officer from August 2007
through December 2008. Prior to that, positions
with the Company for over 10 years; co
founder, former director and board committee member
2007. Chairman of the American Gaming Association. Director of the
Nevada Cancer Institute from 2002 to
2012. Director of Delta Petroleum Corporation from February 2008 to
November 2011. Prior to joining the Finance
experience—former Chief Financial Officer and Treasurer of the Company;
served as Managing
Company, worked in the financial industry for over 10 years,
serving as Managing Director and Co Director Director and Co
Director of Research for Deutsche Morgan Grenfell and Director of Research and Managing
of Research for Deutsche Morgan Grenfell and Director of Research and Managing Director for Deutsche
Director for
Deutsche Bank
Bank. Serves on the Board of Trustees of the Brookings Institute.
Industry experience—involved in the Las Vegas hotel and casino industry for over 10 years; director of
a
gaming and resort industry advocacy group
Public company directorship experience—former director and board committee
member of a public oil and
gas company
Gregory M. Spierkel (58)58)
Director since 2013
Joined Ingram Micro Inc., a worldwide distributor of technology
products, in 1997 as Senior Vice President Leadership
experience—former Chief Executive Officer of a public worldwide
distributor of technology
and President of Ingram Micro Asia Pacific, before being named
Executive Vice President and President of products
Ingram Micro Europe and later President of Ingram Micro Inc. in
2004. Then served as Chief Executive
Officer and Director of Ingram Micro Inc. from 2005 until his
departure in 2012. Since then, consultant and Finance
experience—serves on the audit committee of a truck manufacturer
and technology company
advisor to private equity firms investing in the IT sector.
Director, Chair of the Compensation Committee
and member of the Audit Committee of PACCAR Inc., a truck
manufacturer and technology company, since Public
company directorship experience—former director of a public worldwide
distributor of technology
2008. Director of Schneider Electric SE since October 2014 and
member of the Audit Committee and products, current
director of a truck manufacturer and technology company, and current
director of a
Strategy Committee. Member of the Advisory Board at The Merage
School of Business at the University of global energy company
California, Irvine.
27
EFFECTIVE BALANCE OF STRONG LEADERSHIP AND
NEW PERSPECTIVES (CONT’D…)
Daniel J. Taylor (58)
Director since 2007
Employed as an executive of Tracinda since 2007. Non
Executive Chairman of the Board of Directors of Leadership experience—Chairman of the Board of a manufacturer and distributor of LED
lighting products;
Light Efficient Design, a division of TADD LLC since July 2014,
a manufacturer and distributor of LED lighting
former President of a motion picture, television, home video, and
theatrical production and distribution
, . .
April 2005 to January 2006 and Senior Executive Vice President and
Chief Financial Officer of MGM Studios
from June 1998 to April 2005. Vice President –
Taxes at MGM/UA Communications Co., the predecessor Finance experience—former Chief Financial Officer of a motion picture, television, home video,
and
company of MGM Studios, from 1985 to 1991. Tax Manager specializing
in the entertainment and gaming theatrical
production and distribution company; former Vice President –
Taxes of a motion picture,
practice at Arthur Andersen & Co. from 1978 to 1985. Director
of Inforte Corp. from October 2005 to 2007. television, home video, and theatrical production and distribution company; former
tax manager at a
Chairman of the Board of Directors of Delta Petroleum Corporation from May 2009 to August 2012 (and
a public
accounting firm
director from February 2008 to August 2012), and a former member of the Audit Committee and
Nominating and Corporate Governance Committee of such company.
Industry experience—former Tax Manager specializing in the entertainment and gaming practice at Arthur
Andersen & Co.
Public company directorship experience—former director and board committee
member of a public oil and
gas company; former director of a management consulting company
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BOARD HIGHLY FOCUSED ON GOOD CORPORATE
GOVERNANCE THAT ENHANCES SHAREHOLDER RIGHTS
Received favorable ISS governance and executive compensation scores in 2014
Significantly overhauled Board to bring fresh perspectives, including adding
four new directors in the past five years Adopted a majority voting standard for the election of directors
Eight of our 11 directors are independent Three are representatives of MGM’s shareholders (Tracinda
~16% has two seats, Infinity World ~5% has one seat) Annually elected directors
Shareholder ability to call special meetings or act by written consent
Say on pay consistently supported by shareholders (in excess of 95%
annually)
Regularly evaluates corporate governance to ensure alignment with best
practices and priorities expressed by shareholders
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IV. RIGHT IGHT BOARD, RIGHT STRATEGY
MGM HAS THE RIGHT BOARD TO CONTINUE
GENERATING SUBSTANTIAL VALUE FOR ITS SHAREHOLDERS
Last five years the Board has driven significant growth
The Board and management have positioned the Company for success with development opportunities and
investment in existing resorts
Further room for balance sheet improvement
Existing Board has performed and will continue to do so
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Cautionary Statement Concerning Forward Looking Statements: Statements in this presentation that are not historical facts are forward looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995 and involve risks and/or uncertainties, including those described in the Company’s public filings with the Securities and Exchange Commission. The Company has based forward looking statements on
management’s current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, statements regarding strategic transactions the Company may pursue in the future and the timing of the
Company’s development projects. Among the important factors that could cause actual results to differ
other destination travel locations throughout the United States and the world, the design, timing and costs of expansion
projects, risks relating to international operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions and additional risks and uncertainties described in the Company’s
Form 10 K, Form 10 Qand Form 8 K reports (including all amendments to those reports). In providing forward looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information,
future events or otherwise, except as required by law. If the Company updates one or more forward looking statements, no inference should be drawn that it will make additional updates with respect to other forward looking statements.
Important Additional Information: MGM has filed aproxy statement on Schedule 14A and other relevant documentswith the
Securities and Exchange Commission (“SEC”) in connection with the solicitation of proxies for its 2015 Annual Meeting of Stockholders or any adjournment or postponement thereof (the “2015 Annual Meeting”) and has mailed the
definitive proxy statement and a WHITE proxy card to each stockholder of record entitled to vote at the 2015 Annual Meeting. STOCKHOLDERS ARE STRONGLY ADVISED TO READ MGM’s 2015 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a free copy of the 2015 proxy statement, any amendments or supplements to the proxy statement and other
documents that MGM files with the SEC from the SEC’s website at www.sec.gov or MGM’s website at http://mgmresorts.investorroom.com/ as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the
SEC.
Participants in Solicitation: MGM, its directors, its executive officers and its nominees for election as
director may be deemed participants in the solicitation of proxies from stockholders in connection with the matters to be considered at the 2015 Annual Meeting. Information regarding the persons who may, under the rules of the SEC, be considered
participants in the solicitation of MGM’s stockholders in connection with the 2015 Annual Meeting, and their direct or indirect interests, by security holdings or otherwise, which may be different from those of MGM’s stockholders
generally, are set forth in MGM’s definitive proxy statement for the 2015 Annual Meeting on Schedule 14A that has been filed with the SEC and the other relevant documents filed with the SEC.
Use of Non GAAP Financial Measures: The financial information included in this presentation includes non GAAP financial
measures. The Company’s management uses non GAAP financial measures to evaluate the Company’s performance and provides them to investors as a supplement to the Company’s reported results, as they believe this information provides
additional insight into the Company’s operating performance by disregarding certain non recurring items. Reconciliations can be found in the financial schedules accompanying the Company’s earnings releases.
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MGM Resorts (NYSE:MGM)
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