LAS VEGAS, May 15, 2015 /PRNewswire/ -- MGM Resorts
International (NYSE: MGM) today urged its shareholders to follow
the recommendation of the leading independent proxy advisory firm,
Institutional Shareholder Services Inc. ("ISS"), which
advised MGM's shareholders to vote the WHITE proxy card FOR the
reelection of all eleven of MGM's director nominees. MGM's 2015
Annual Meeting will be held on May 28,
2015.
"MGM Resorts believes ISS is correct in its recommendation that
MGM shareholders vote in favor of all our highly qualified and
experienced director nominees. It is clear that ISS understands
that MGM is performing well and that its Board has positioned the
Company to deliver sustainable value to shareholders and is
thoroughly considering MGM's future strategic options. We are
pleased that ISS, in coming to its conclusion that MGM has the
right Board in place, took the time to meet with us and conduct an
in-depth analysis of our business and our Board's actions."
The Company also responded to a report by proxy advisory firm
Glass, Lewis & Co. ("Glass Lewis"): "While MGM notes Glass
Lewis' positive comments about the Board and management, we firmly
believe that they have reached the wrong conclusion in recommending
in favor of one L&B nominee. Oversight of a complex
global gaming organization requires a Board with a diverse set of
skills and expertise, and replacing any of the targeted directors
would alter the balanced and cohesive approach so vital to our
continued success. The Board has made a firm commitment to
continuing to conduct a thorough analysis of all of MGM's strategic
options and we believe our directors have the necessary expertise
to execute this comprehensive evaluation. MGM's Board has
three directors representing 23% of MGM's stock as of the record
date and we believe this aligns our Board very clearly with the
goals of delivering optimal performance and maximizing value for
shareholders. We urge shareholders to discard any gold proxy
cards from L&B."
In recommending that shareholders support the Company's entire
slate of eleven director nominees, ISS stated in its May 13, 2015 report:
- "As the dissident has not made a compelling case that change at
the board level is warranted, votes on the management card for all
management nominees are warranted."
- "This does not appear to be a board dismissive of emerging, and
sometimes competing, strategic alternatives."
- "It is also significant that the company continues to invest in
the future – including expanding domestically, with the National
Harbor and Springfield projects, as well as internationally – but
makes no all-in bet on a single project. Even a major project like
MGM Cotai represents less than 15% of enterprise value."
- "On the REIT issue out of which this contest appears to have
sprung, there is […] little evidence indicating the board is unduly
resistant to the strategy, or unlikely to take appropriate action
if it can enhance shareholder value."
While MGM does not agree with Glass Lewis' recommendation, it
does agree with the following comments in the Glass Lewis report
issued on May 14, 2015:
- "[…] we don't believe the Dissident has demonstrated that the
election of all four of its nominees is either warranted or likely
to result in a better balance of experiences and skills than
currently exist on the board."
- "[…] we first note our general approval of the board's current
mix of skills and experience across diverse backgrounds spanning
business, government, executive leadership, gaming, lodging and
public-company directorship."
- "We recognize that the current board has overseen a period in
which MGM has recovered from the depths of the financial crisis,
strengthened the Company's financial position and realized
meaningful operational improvements."
- "[…] we believe that the board and management team are in the
best position to decide whether these transactions are in the best
interests of the Company and its shareholders."
- "[…] we note that MGM's unaffected 1-year and 3-year TSR […]
exceed the returns of Sands and Wynn. Specifically, MGM's
unaffected 3-year TSR of 36% compares to total returns of 7% and
17% for Sands and Wynn, respectively."
- "...in 2014 [MGM's] U.S. operations generated the highest level
of adjusted property EBITDA in six years, wholly-owned U.S. resorts
achieved 17% total EBITDA growth over the last three years, and
EBITDA margins have improved in each of the last four years. In
light of these encouraging results, we believe the board and
management team have offered a sufficient rebuttal to the
Dissident's concerns in this regard."
MGM strongly recommends that shareholders vote on the WHITE
proxy card to support the Company's nominees at the upcoming Annual
Meeting.
If you have any questions or require assistance
voting your proxy,
please contact the Company's proxy solicitor:
Georgeson
480 Washington Blvd – 26th
Floor
Jersey City, New Jersey 07310
Toll-Free (866) 729-6818
Email: MGMResorts@Georgeson.com
About MGM Resorts International
MGM Resorts
International (NYSE: MGM) is one of the world's leading global
hospitality companies, operating a portfolio of destination resort
brands including Bellagio, MGM Grand, Mandalay Bay and The Mirage.
The Company is in the process of developing MGM National Harbor in
Maryland and MGM Springfield in
Massachusetts. The Company also owns 51 percent of MGM China
Holdings Limited, which owns the MGM Macau resort and casino and is
developing a gaming resort in Cotai, and 50 percent of CityCenter
in Las Vegas, which features ARIA
Resort & Casino. For more information about MGM Resorts
International, visit the Company's website at
www.mgmresorts.com.
Forward-Looking Statements
Statements in this release
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. MGM 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 MGM may
pursue in the future. These forward-looking statements involve a
number of risks and uncertainties. Among the important factors that
could cause actual results to differ materially from those
indicated in such forward-looking statements include effects of
economic conditions and market conditions in the markets in which
MGM operates and competition with 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 MGM's Form 10-K,
Form 10-Q and Form 8-K reports (including all amendments to those
reports). In providing forward-looking statements, MGM 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 MGM updates one or more
forward-looking statements, no inference should be drawn that it
will make additional updates with respect to those other
forward-looking statements.
Important Additional Information
MGM has filed a proxy
statement on Schedule 14A and other relevant documents with 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.
CONTACTS:
News
Media
JIM BARRON/JARED LEVY/EMILY
DEISSLER/BEN SPICEHANDLER
Sard Verbinnen &
Co
(212)
687-8080
Investment
Community
SARAH
ROGERS
MGM Resorts International
Vice President, Investor
Relations
(702) 693-8654
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SOURCE MGM Resorts International