MGM Resorts International 8-K

What Happened
MGM Resorts International filed an 8-K on January 16, 2026, disclosing an employment agreement with John McManus, the Company’s Chief Legal and Administrative Officer and Secretary. The agreement is effective January 1, 2026, runs through December 31, 2029, and sets McManus’s minimum base salary at $1,000,000 per year with a target annual bonus equal to 150% of base salary.

Key Details

• Term & salary: Employment term Jan 1, 2026 – Dec 31, 2029; minimum base salary $1,000,000/year.
• Bonus & deferred equity: Annual target bonus = 150% of base salary; any bonus amounts paid in excess of 150% will be granted as fully vested deferred restricted stock units (DRSUs) paid in three equal installments over three years (accelerated upon termination).
• Equity grants: Eligible for annual equity grants in 2026–2029 targeted at $2,500,000 per year (expected ~50% performance share units, 50% restricted stock units), subject to Committee discretion.
• Severance & death/disability: If terminated due to death or disability, McManus receives one year’s salary (regular payroll) less any short-term disability payments and any earned unpaid bonus. If terminated by the Company without cause or by McManus for good cause (or certain post‑term at‑will periods), he would receive: (i) one year’s base salary plus target bonus paid in 12 monthly installments; (ii) any earned unpaid bonus; and (iii) a payment equal to 1.5× COBRA cost for 12 months (paid monthly), subject to taxes and a release of claims.
• Post‑employment restrictions: 12‑month non‑compete and solicitation restrictions after termination or after the agreement term, and ongoing confidentiality obligations.

Why It Matters
This filing documents material executive compensation and retention terms for MGM’s top legal officer. The agreement locks in a multi‑year base salary and generous target bonus plus sizable, recurring equity grant targets ($2.5M/year) that can affect future compensation expense and equity dilution. The severance and deferred equity mechanics create defined cash and equity obligations under certain termination scenarios. Investors should note this as part of MGM’s broader executive compensation and retention strategy for senior management; no immediate financial impact beyond disclosures was reported in the 8‑K.