MGM RESORTS INTERNATIONAL (MGM)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
MGM RESORTS INTERNATIONAL · Meeting: May 6, 2026
Directors FOR
3
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Diller has served since 2020 (approximately 5 years), well past the 24-month exemption. MGM's 3-year stock return of -11.9% is negative, and MGM trails the company-disclosed peer group median 3-year return of +26.4% by 38.3 percentage points, which exceeds the 20-point trigger threshold applicable when absolute 3-year returns are negative. The 5-year check does not provide relief: MGM's 5-year return of -2.2% is also negative, and the 10.5-point gap versus the peer 5-year median of +8.3% still exceeds the 20-point threshold in the negative-absolute-TSR tier, confirming sustained underperformance rather than a temporary trough.
Hornbuckle has served as CEO and director since 2020 (approximately 5 years), well past the 24-month exemption. As an executive director he is subject to the same TSR trigger as all other directors: MGM's 3-year return of -11.9% is negative and trails the peer group median by 38.3 percentage points, exceeding the 20-point trigger. The 5-year check does not provide relief as the 5-year gap of 10.5 points also exceeds the 20-point threshold in the negative-return tier, indicating sustained underperformance. This AGAINST vote on Hornbuckle as a director is independent of the Say on Pay determination.
Levin has served since 2020 (approximately 5 years), well past the 24-month exemption. MGM's 3-year return of -11.9% is negative and trails the peer group median by 38.3 percentage points, exceeding the 20-point trigger. The 5-year check does not provide relief as the 5-year gap of 10.5 points also exceeds the 20-point threshold in the negative-return tier, confirming sustained underperformance over his tenure.
McKinney-James has served since 2005 (approximately 20 years), providing extensive tenure overlap with the underperformance period. MGM's 3-year return of -11.9% is negative and trails the peer group median by 38.3 percentage points, exceeding the 20-point trigger. The 5-year check does not provide relief, confirming sustained underperformance; her very long tenure makes accountability particularly salient.
Meister has served since 2019 (approximately 7 years), well past the 24-month exemption. MGM's 3-year return of -11.9% is negative and trails the peer group median by 38.3 percentage points, exceeding the 20-point trigger. The 5-year check does not provide relief as the 5-year gap also exceeds the applicable 20-point threshold, confirming sustained underperformance over his tenure.
Salem has served since 2018 and as Chair of the Board since 2020 (approximately 7 years total), well past the 24-month exemption. As board chair, his accountability for stock performance is heightened: MGM's 3-year return of -11.9% is negative and trails the peer group median by 38.3 percentage points, exceeding the 20-point trigger. The 5-year check does not provide relief, confirming sustained underperformance.
Swartz has served since 2018 (approximately 8 years), well past the 24-month exemption. MGM's 3-year return of -11.9% is negative and trails the peer group median by 38.3 percentage points, exceeding the 20-point trigger. The 5-year check does not provide relief as the 5-year gap also exceeds the applicable threshold, confirming sustained underperformance over her tenure.
Taylor has served since 2007 (approximately 19 years), providing extensive tenure overlap with the underperformance period. MGM's 3-year return of -11.9% is negative and trails the peer group median by 38.3 percentage points, exceeding the 20-point trigger. The 5-year check does not provide relief, confirming sustained underperformance; his very long tenure makes accountability particularly salient.
For Analysis
Barr joined the board in 2024 (approximately 1-2 years ago), placing him within or near the 24-month new-director exemption window, and his extensive hospitality CEO experience at IHG and current role at CarMax provide clear relevant qualifications with no overboarding, attendance, or independence concerns.
Langley joined the board in March 2025, less than 24 months before the meeting, placing her squarely within the new-director exemption from the TSR trigger; she brings strong entertainment and media leadership experience relevant to MGM's expanding live entertainment strategy.
Winston joined the board in 2023 (approximately 3 years ago), but his tenure covers less than half of the 3-year underperformance period, he joined after the underperformance was already established, and the policy calls for flagging rather than automatic AGAINST votes for directors with tenure between 24 months and 3 years whose overlap covers less than half the underperformance period; his entertainment production expertise is genuinely relevant to MGM's strategy.
The TSR trigger fires broadly across the slate: MGM's 3-year stock return of -11.9% trails the company-disclosed compensation peer group median of +26.4% by 38.3 percentage points, well above the 20-point threshold applicable when absolute 3-year returns are negative. The 5-year check (MGM -2.2% vs. peer median +8.3%, gap of 10.5 points) also exceeds the 20-point threshold in the negative-return tier, so no 5-year mitigant applies. Eight of eleven nominees are voted AGAINST under this trigger; only Barr (new director, within or near 24-month exemption), Langley (joined 2025, clearly within 24-month exemption), and Winston (joined mid-underperformance period with less than half tenure overlap) are voted FOR.
Say on Pay
✓ FORCEO
William J. Hornbuckle
Total Comp
$25,329,156
Prior Support
89.3%%
The prior Say on Pay vote received strong support of approximately 89.3%, well above the 70% threshold that would require a corrective response. CEO total compensation of approximately $25.3 million is high in absolute terms but the pay mix is well-structured: roughly 59% of target direct compensation is long-term incentive, exceeding the 50-60% variable pay threshold, and the 2025 program introduced relative TSR performance stock awards (tied to the S&P 1500 Hotels, Restaurants and Leisure Index) as 50% of long-term awards, providing meaningful performance linkage. The company maintains a clawback policy consistent with NYSE listing standards, prohibits single-trigger change-of-control payments, and has no golden parachute tax gross-ups, all of which represent sound pay governance.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$7,637,000
Non-Audit Fees
$1,213,000
Non-audit fees (tax fees of $1,191,000 plus other fees of $22,000 = $1,213,000) represent approximately 15.9% of audit fees of $7,637,000, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed so the tenure trigger cannot fire per policy; Deloitte is a Big 4 firm fully appropriate for a company of MGM's size and complexity; and no material financial restatements were noted.
Overall Assessment
The 2026 MGM annual meeting presents three standard proposals: director elections, auditor ratification, and an advisory vote on executive pay. The dominant issue on this ballot is sustained stock underperformance — MGM's shares have declined approximately 12% over the past three years while the company's own compensation peer group gained over 26% on average, a gap of 38 percentage points that triggers AGAINST votes for eight of eleven director nominees under this policy; auditor ratification and Say on Pay both pass their respective policy screens and receive FOR determinations.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing