UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): April 13, 2010
MGM MIRAGE
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
DELAWARE
(State or other jurisdiction
of incorporation or organization)
|
|
001-10362
(Commission File Number)
|
|
88-0215232
(I.R.S. Employer
Identification No.) |
| |
|
|
|
3600 Las Vegas Boulevard South, Las Vegas, Nevada
(Address of Principal Executive Offices)
|
|
89109
(Zip Code) |
(702) 693-8077
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 5.02(d) Election of Directors.
On April 13, 2010, the Board of Directors of MGM MIRAGE, a Delaware corporation (the
“Company”), appointed Burton M. Cohen as a new director of the Company to serve as a member of the
Company’s Board of Directors until the Company’s next annual meeting or until his successor is
elected and qualified.
There is no arrangement or understanding between Mr. Cohen and any other persons pursuant to
which he was selected as a director of the Company. Furthermore, the Company has not been since the
beginning of the last fiscal year, and is not currently proposed to be, a participant in any
related party transaction with Mr. Cohen within the meaning of Item 404(a) of Regulation S-K.
Mr. Cohen, as a member of the Board of Directors of the Company, will be entitled to receive
fees paid and stock appreciation rights granted by the Company to its directors who are not
full-time employees of the Company. The description of compensation of directors of the Company was
previously reported in the Company’s Definitive Proxy Statement filed with the Securities and
Exchange Commission (the “Commission”) on June 25, 2009, and is incorporated herein by reference.
|
|
|
| Item 7.01 |
|
Regulation FD Disclosure. |
The following information set forth in this Item 7.01 of this Form 8-K, including the text of
the press release, attached as Exhibit 99 to this Form 8-K, is being furnished to, but not filed
with, the Commission.
On
April 14, 2010, the Company issued a press release regarding the election of Mr. Cohen as a
member of the Company’s Board of Directors, a copy of which is attached as Exhibit 99 to this Form
8-K.
|
|
|
| Item 9.01 |
|
Financial Statements and Exhibits. |
| (a) |
|
Not applicable. |
| |
| (b) |
|
Not applicable. |
| |
| (c) |
|
Not applicable. |
| |
| (d) |
|
Exhibits: |
| |
|
|
| No. |
|
Description |
| 99 *
|
|
Text of the press release of the Company dated April 14, 2010. |
| |
* |
|
Exhibit 99 is being furnished to the Commission pursuant to Item 7.01
and shall not be deemed filed with the Commission, nor shall it be
deemed incorporated by reference in any filing with the Commission
under the Securities Exchange Act of 1934 or the Securities Act of
1933, whether made before or after the date hereof and irrespective
of any general incorporation language in any filings. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
|
|
| |
MGM MIRAGE
|
|
| Date: April 14, 2010 |
By: |
/s/ Troy E. McHenry
|
|
| |
|
Troy E. McHenry |
|
| |
|
Vice President — Legal Affairs |
|