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): November 3, 2008
MGM MIRAGE
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction
of incorporation or organization)
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001-10362
(Commission File Number)
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88-0215232
(I.R.S. Employer
Identification No.)
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3600 Las Vegas Boulevard South, Las Vegas, Nevada
(Address of Principal Executive Offices)
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89109
(Zip Code)
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(702) 693-7120
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02(e)
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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On November 4, 2008, MGM MIRAGE, a Delaware corporation (the “Company”) amended (“DCP II
Amendment”) the Company’s Deferred Compensation Plan II, dated as of December 30, 2004, and as
previously amended on December 21, 2005, July 10, 2007 and October 15, 2007 (as previously amended
and by the DCP II Amendment, “DCP II”), and amended (“SERP II Amendment”) the Company’s
Supplemental Executive Retirement Plan II, dated as of December 30, 2004, and as previously amended
on July 10, 2007 and October 15, 2007 (as previously amended and by the SERP II Amendment, “SERP
II”). Pursuant to the DCP II Amendment and SERP II Amendment, respectively, as part of its ongoing
cost savings measures, the Company will suspend further Company matching contributions to DCP II
for any periods after January 1, 2009, and has suspended further Company contributions to SERP II
for any periods after October 1, 2008. Further, consistent with certain transitional relief
provided by the Internal Revenue Service pursuant to rules governing nonqualified deferred
compensation, the Company will permit the participants under the plans to make a one-time election
to receive, without penalty, all or a portion of their respective vested account balances under
such plans in a lump sum payment within sixty (60) days of January 1, 2009. All account balances
under DCP II and SERP II that are not otherwise withdrawn by the participants will be subject to
the terms of the corresponding plans. Additionally, participants in DCP II will have the ability
to continue to make contributions to DCP II pursuant to the terms therein; however, the Company
will not match such contributions. The foregoing description of the DCP II Amendment and SERP II
Amendment does not purport to be complete and is qualified in its entirety by the terms of the DCP
II Amendment and SERP II Amendment filed as Exhibits 10.1 and 10.2, respectively, to this Current
Report on Form 8-K and incorporated herein by reference.
Additionally, the Company, through its subsidiaries, terminated the Company’s Non-Qualified
Deferred Compensation Plan, dated as of January 1, 2001 (“DCP I”), and the Company’s Supplemental
Executive Retirement Plan, dated as of January 1, 2001 (“SERP I”), with such termination being
effective on November 3, 2008 for all Company employer entities with the exception of MGM Grand
Detroit, LLC which is effective as November 5, 2008, and authorized the distribution of all account
balances held thereunder to the corresponding participants, in each case, consistent with the terms
of DCP I and SERP I, previously filed as Exhibits 10.3(12) and 10.3(13) to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2000. DCP I and SERP I have been
closed, and the Company and the corresponding participants have not made any contributions to such
plans for any period after December 31, 2004.
Item 9.01 Financial Statements and Exhibits.
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Exhibits:
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No.
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Description
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10.1
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Amendment to the MGM MIRAGE Deferred Compensation Plan II, dated November 4, 2008.
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10.2
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Amendment to the MGM MIRAGE Supplemental Executive Retirement Plan II, dated
November 4, 2008.
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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.
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MGM MIRAGE
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Date: November 6, 2008
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By:
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/s/ John M. McManus
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Name:
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John M. McManus
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Title:
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Senior Vice President, Assistant General Counsel &
Assistant Secretary
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INDEX TO EXHIBITS
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No.
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Description
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10.1
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Amendment to the MGM MIRAGE Deferred Compensation Plan II, dated November 4, 2008.
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10.2
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Amendment to the MGM MIRAGE Supplemental Executive Retirement Plan II, dated November 4, 2008.
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Exhibit 10.1
AMENDMENT NO. 1
TO THE MGM MIRAGE
DEFERRED COMPENSATION PLAN II
WHEREAS, Section 11.2 of the MGM MIRAGE Deferred Compensation Plan II (the “Plan”) provides
that the Plan may be amended in whole or in part by the Board of Directors of MGM MIRAGE (the
“Board”), provided that no amendment or modification shall decrease or restrict the value of a
Participant’s vested account balance in existence at the time of such amendment or modification;
and
WHEREAS, the Board has approved and authorized this Amendment No. 1 to the Plan (this
“Amendment”).
NOW, THEREFORE, effective as of November 4, 2008, the Plan is hereby amended as follows:
1. Section 3.6 of the Plan shall be amended to add the following sentence at the end thereof:
Notwithstanding anything herein to the contrary, no Annual Company Matching Amounts shall be
credited to the account of any Participant with respect to any Plan Year commencing on or after
January 1, 2009; provided, however, that a Participant shall continue to vest in Annual Company
Matching Amounts credited prior to such date in accordance with Section 3.7 of the Plan.
2. Article 11 of the Plan shall be amended to add the following new Section 11.5:
Notwithstanding anything herein to the contrary, the Committee, in its sole discretion and to
the extent it deems appropriate, may permit Participants to make changes to existing payment
elections prior to December 31, 2008 or such earlier date as the Committee may specify. Any
election changes made pursuant to this Section 11.5 may not defer into later years amounts that
would have been payable in 2008 or cause payment of amounts payable in later years to be
accelerated into 2008. Elections under this section 11.5 shall comply in all respects with the
provisions of Internal Revenue Service Notice 2007-86 and other applicable Internal Revenue Service
and Treasury guidance.
IN WITNESS WHEREOF, this Amendment is executed by a duly authorized officer as of the date set
forth below.
MGM MIRAGE
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By:
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/s/ John M. McManus
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Date:
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November 4, 2008
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John M. McManus,
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Senior Vice President,
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Assistant General Counsel & Assistant Secretary
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Exhibit
10.2
AMENDMENT NO. 1
TO THE MGM MIRAGE
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN II
WHEREAS, Section 11.2 of the MGM MIRAGE Supplemental Executive Retirement Plan II (the “Plan”)
provides that the Plan may be amended in whole or in part by the Board of Directors of MGM MIRAGE
(the “Board”), provided that no amendment or modification shall decrease or restrict the value of a
Participant’s vested account balance in existence at the time of such amendment or modification;
and
WHEREAS, the Board has authorized and approved this Amendment No. 1 to the Plan (this
“Amendment”).
NOW, THEREFORE, effective as of November 4, 2008, the Plan is hereby amended as follows:
1. Section 3.1(f) of the Plan shall be amended to add the following sentence at the end
thereof:
Notwithstanding anything herein to the contrary, no Annual Company Contribution Amounts shall
be credited to the account of any Participant with respect to any calendar quarter commencing on or
after October 1, 2008; provided, however, that a Participant shall continue to vest in Annual
Company Contribution Amounts credited prior to such date in accordance with Section 3.2 of the
Plan.
2. Article 11 of the Plan shall be amended to add the following new Section 11.5:
Notwithstanding anything herein to the contrary, the Committee, in its sole discretion and to
the extent it deems appropriate, may permit Participants to make changes to existing payment
elections prior to December 31, 2008 or such earlier date as the Committee may specify. Any
election changes made pursuant to this Section 11.5 may not defer into later years amounts that
would have been payable in 2008 or cause payment of amounts payable in later years to be
accelerated into 2008. Elections under this section 11.5 shall comply in all respects with the
provisions of Internal Revenue Service Notice 2007-86 and other applicable Internal Revenue Service
and Treasury guidance.
IN WITNESS WHEREOF, this Amendment is executed by a duly authorized officer as of the date set
forth below.
MGM MIRAGE
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By:
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/s/ John M. McManus
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Date:
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November 4, 2008
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John M. McManus,
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Senior Vice President,
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Assistant General Counsel & Assistant Secretary
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