Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.         )

Filed by the Registrant  

Filed by a Party other than the Registrant  

Check the appropriate box:

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12

MGM Resorts International


(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1) Title of each class of securities to which transaction applies:



  (2) Aggregate number of securities to which transaction applies:



  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



  (4) Proposed maximum aggregate value of transaction:



  (5) Total fee paid:




Fee paid previously with preliminary materials.


Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


  (1) Amount Previously Paid:



  (2) Form, Schedule or Registration Statement No.:



  (3) Filing Party:



  (4) Date Filed:



*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 31, 2017


       Meeting Information     
              MGM RESORTS INTERNATIONAL      Meeting Type: Annual Meeting     
       For holders as of: April 05, 2017     
       Date: May 31, 2017            Time: 2:00 PM EDT     
       Location:  Borgata Hotel Casino & Spa     
                          Central Conference Center     
                          1 Borgata Way,     

                   Atlantic City, New Jersey 08401






3600 Las Vegas Blvd. South

Las Vegas, Nevada 89109



You are receiving this communication because you hold shares in the above named company.


This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).



We encourage you to access and review all of the important information contained in the proxy materials before voting.


       See the reverse side of this notice to obtain proxy materials and voting instructions.   

— Before You Vote —

How to Access the Proxy Materials



Proxy Materials Available to VIEW or RECEIVE:


1.  Annual Report        2.  Notice & Proxy Statement



How to View Online:


Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:



How to Request and Receive a PAPER or E-MAIL Copy:


If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:



                    1) BY  INTERNET:    
                        2) BY TELEPHONE:     1-800-579-1639    
                        3) BY E-MAIL*:    


* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 17, 2017 to facilitate timely delivery.




— How To Vote —

Please Choose One of the Following Voting Methods




Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.



Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.



Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


Voting items

The Board of Directors recommends you vote FOR the following:


  1. Election of Directors


01    Robert H. Baldwin    02    William A. Bible    03    Mary Chris Gay    04    William W. Grounds    05    Alexis M. Herman
06    Roland Hernandez    07    John Kilroy    08    Rose McKinney-James    09    James J. Murren    10    Gregory M. Spierkel
11    Daniel J. Taylor                        

The Board of Directors recommends you vote FOR proposals 2 and 3.


  2. To ratify the selection of the independent registered public accounting firm for the year ending December 31, 2017.


  3. To approve, on an advisory basis, the compensation of our named executive officers.

The Board of Directors recommends you vote 1 YEAR on the following proposal:


  4. To recommend, on an advisory basis, the frequency with which the company conducts an advisory vote, on executive compensation.

NOTE: To conduct such other business as may properly come before the meeting or any adjournment thereof.