☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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MGM Growth Properties LLC
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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1 ELECTION
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2 RATIFICATION
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3 APPROVAL
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OTHER BUSINESS
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to elect a Board of Directors
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to ratify the selection of the independent registered public accounting firm for the year ending December 31, 2021
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to approve, on an advisory basis, the compensation of our named executive officers
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to consider the transaction of any other business as may properly come before the meeting or any adjournments or postponements thereof
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Statements in this Proxy Statement that are not historical facts are “forward-looking” statements and “safe harbor statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other related laws that involve risks and/or uncertainties, including risks and/or uncertainties described in the Company’s public filings with the Securities and Exchange Commission. The Company 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 the Company makes regarding the resiliency of the gaming industry and its ability to execute on its business strategy. 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 risks related to the Company’s ability to receive, or delays in obtaining, any regulatory approvals required to own its properties, or other delays or impediments to completing the Company’s planned acquisitions or projects, including any acquisitions of properties from MGM Resorts International; the ultimate timing and outcome of any planned acquisitions or projects; the Company’s ability to maintain its status as a real estate investment trust (“REIT”); the availability of, and the ability to identify, suitable and attractive acquisition and development opportunities and the ability to acquire and lease those properties on favorable terms; the Company’s ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to the Company; changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs or to the gaming or lodging industries; and other factors described in the Company’s Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). In providing forward-looking statements, the Company 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 the Company 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.
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PROPOSAL ROADMAP
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PAGE
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RECOMMENDATION
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Proposal No. 1: Election of Directors
FOR the election of each of the nominees to the Board listed in this Proxy Statement and on the Proxy Card.
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✓
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Proposal No. 2 Ratification of Selection of Independent Registered Public Accounting Firm
FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.
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✓
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Proposal No. 3 Advisory Vote to Approve Executive Compensation
FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers.
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✓
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PROPOSAL
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VOTE REQUIRED
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BROKER DISCRETIONARY VOTING ALLOWED
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1.
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Election of directors
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Majority of votes cast
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No
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2.
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Ratification of Deloitte & Touche LLP
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Majority of votes represented at meeting virtually or by proxy and entitled to vote
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Yes
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3.
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Approval of executive compensation on an advisory basis
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Majority of votes represented at meeting virtually or by proxy and entitled to vote
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No
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✓
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An Audit Committee comprised solely of independent directors
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✓
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Adopting stock ownership guidelines for our named executive officers and for compensated directors
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✓
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Maintaining a written charter for our Audit Committee
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✓
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Maintaining limits on the number of other public company boards and audit committees on which our directors may serve
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✓
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Annual director elections
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✓
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Conducting annual Board and Audit Committee evaluations
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✓
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Annual election of a Lead Independent Director by the Board
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✓
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Annual review of the Code of Business Conduct and Ethics and the Conflict of Interest Policy
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✓
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An independent ad hoc conflicts committee formed from time to time to evaluate related party transactions
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Leadership
Experience
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Financial
Experience
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Industry
Experience
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Public Company
Directorship
Experience
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Kathryn Coleman
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✔
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✔
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Charles Irving
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✔
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✔
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✔
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John M. McManus
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✔
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✔
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✔
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Thomas Roberts
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✔
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✔
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Paul Salem
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✔
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✔
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✔
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✔
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Corey Sanders
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✔
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✔
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✔
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Daniel J. Taylor
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✔
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✔
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✔
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✔
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WHERE TO FIND OUR CORPORATE GOVERNANCE DOCUMENTS
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We encourage you to view our corporate governance materials on our website, http://mgmgrowthproperties.com/governance-documents.
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•
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Audit Committee
Charter
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•
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Governance Guidelines
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•
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Code of Business Conduct and Ethics and Conflicts of Interest Policy
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•
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Compensation Committee Charter
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NAME
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FEES EARNED OR
PAID IN CASH
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SHARE
AWARDS(A)(B)
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ALL OTHER
COMPENSATION
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TOTAL
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Kathryn Coleman
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$57,500(C)
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$135,000(C)
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$—
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$192,500
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Charles Irving
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52,500(C)
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135,000(C)
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—
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187,500
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Michael Rietbrock
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52,500
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—
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—
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52,500
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Thomas Roberts
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155,000
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135,000(C)
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—
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290,000
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Paul Salem
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115,000(C)
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243,750(C)(D)
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—
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358,750
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Robert Smith
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52,500(C)
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—
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—
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52,500
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Daniel J. Taylor
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115,000
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135,000
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—
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250,000
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(A)
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The amount reflected in this column is the grant date fair value of 2020 RSU awards, computed in accordance with FASB ASC 718. Mr. Roberts, Mr. Salem, and Mr. Taylor received a grant of 5,616 RSUs in May 2020, and Ms. Coleman and Mr. Irving received a grant of 4,950 RSUs in July 2020. Each of these awards had a grant date fair value of $135,000 and will vest on May 5, 2021.
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(B)
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At December 31, 2020, each director listed in the table above held the following RSUs, which were granted in 2020, and as of December 31, 2020 were not fully vested, and deferred stock units (including dividend equivalent rights associated with these awards): Ms. Coleman, 6,983; Mr. Irving, 6,813; Mr. Rietbrock, 0; Mr. Roberts, 45,708; Mr. Salem, 15,293; Mr. Smith, 0; and Mr. Taylor, 34,858.
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(C)
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All or a portion of these amounts were deferred pursuant to the Company’s Deferred Compensation Plan for Non-Employee Directors.
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(D)
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Includes a pro-rata grant of 1,771 RSUs with a grant date fair value equal to $33,750 on March 24, 2020 when Mr. Salem was appointed by the Board to serve as Chairman of the Board. That award vested on May 6, 2020 in connection with the 2020 annual meeting of shareholders. Additionally, Mr. Salem received an award of 3,120 RSUs having a grant date fair value of $75,000 granted in May 2020 as his additional retainer for his role as Chairman.
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Annual Board Cash Retainer
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$95,000
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Additional Annual Cash Retainer for Chairman
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$75,000*
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Committee Member Retainer
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$10,000
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Additional Annual Cash Retainer for Lead Independent Director
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$30,000
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Additional Annual Cash Retainer for Chair of Audit Committee
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$20,000
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Additional Annual Cash Retainer for Chair of the Compensation Committee
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$15,000
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Annual Equity
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$135,000 in RSUs, vesting at the earlier of the first anniversary of grant or the next annual meeting
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Deferred Compensation Plan
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Cash retainers and RSU awards may be voluntarily deferred for later payment
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Share Ownership Guidelines/Retention Requirements
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Ownership guideline equal to 3x the annual board cash retainer, with a 5-year compliance period from initial election to the Board
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Per-Meeting Compensation
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None
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*
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In 2020, the fee for service as Chairman of the Board was paid in a one-time RSU grant.
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NAME(A)
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CLASS A
SHARES(B)
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OPTIONS/SARs/
RSUs
EXERCISABLE
OR VESTING
WITHIN 60 DAYS(C)(D)
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TOTAL SHARES
BENEFICIALLY
OWNED(C)(D)
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PERCENT
OF CLASS
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DEFERRED
SHARE
UNITS(D)(E)
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Andy H. Chien
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58,996
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24,585
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83,581
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*
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—
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Kathryn Coleman
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—
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—
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—
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—
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7,077
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Charles Irving
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1,000
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—
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1,000
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*
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6,907
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John M. McManus
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27,582
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—
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27,582
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*
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—
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Thomas Roberts
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5,228
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—
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5,228
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*
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46,432
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Paul Salem
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—
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—
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—
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—
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15,522
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Corey I. Sanders
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235,741(F)
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—
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235,741
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*
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—
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James C. Stewart
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131,394
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53,177
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| |
184,571
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*
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—
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Daniel J. Taylor
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—
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5,909
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5,909
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*
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29,502
|
All directors and executive officers as a group (9 persons)
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459,941
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83,671
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543,612
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*
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105,440
|
*
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Less than 1%
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(A)
|
The address for the persons listed in this column is 1980 Festival Plaza Drive, Suite 750, Las Vegas, Nevada 89135.
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(B)
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All Class A shares represent limited liability company interests.
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(C)
|
Deferred share units are excluded from shares beneficially owned. Except as otherwise indicated, and subject to applicable community property and similar laws, the persons listed as beneficial owners of the shares have sole voting and investment power with respect to such shares.
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(D)
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Does not include dividend equivalents that will be credited to the holders’ account on April 15, 2021 with the number of additional dividend equivalents based on the closing price of MGP’s Class A shares on April 15, 2021.
|
(E)
|
Represents deferred share units under the MGM Growth Properties LLC 2016 Deferred Compensation Plan for non-employee directors. Each deferred share unit is the economic equivalent of one Class A share. The deferred share units become payable upon termination of service as a director.
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(F)
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Includes 128,200 held in trust and 100,000 in family partnership.
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NAME AND ADDRESS
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SHARES
BENEFICIALLY
OWNED(A)
|
| |
PERCENT
OF CLASS
|
MGM Resorts International
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
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1(B)
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100%
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Barrow, Hanley, Mewhinney & Strauss, LLC
2200 Ross Avenue, 31st Floor
Dallas, Texas 75201-2761
|
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12,743,655 (C)(D)
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9.69%
|
Capital Research Global Investors
333 South Hope Street
Los Angeles, California 90071
|
| |
11,294,502(C)(E)
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8.59%
|
The Vanguard Group
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
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7,570,606(C)(F)
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5.76%
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(A)
|
Except as otherwise indicated, the persons listed as beneficial owners of the shares have sole voting and investment power with respect to such shares.
|
(B)
|
Class B share.
|
(C)
|
Class A shares.
|
(D)
|
Based upon a Schedule 13G filed by Barrow, Hanley, Mewhinney & Strauss, LLC with the SEC on February 11, 2021. Reflects sole voting power of 11,143,023 shares and sole dispositive power of 12,743,655 shares. Reflects shared voting power of 1,600,632 shares.
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(E)
|
Based upon a Schedule 13G/A filed by Capital Research Global Investors with the SEC on February 16, 2021. Reflects sole voting power and sole dispositive power of 11,294,502 shares. Capital Research Global Investors is a division of Capital Research and Management Company.
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(F)
|
Based upon a Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2021. Reflects sole dispositive power of 7,475,117 shares. Reflects shared voting power of 39,779 shares and shared dispositive power of 95,489 shares.
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NAME(A)
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COMMON
STOCK
|
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OPTIONS/
SARs/
RSUs
EXERCISABLE
OR VESTING
WITHIN 60 DAYS(B)
|
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TOTAL SHARES
BENEFICIALLY
OWNED(B)
|
| |
PERCENT
OF CLASS
|
| |
DEFERRED
STOCK
UNITS(C)
|
Andy H. Chien
|
| |
—
|
| |
—
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| |
—
|
| |
—
|
| |
—
|
Kathryn Coleman
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Charles Irving
|
| |
—
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| |
—
|
| |
—
|
| |
—
|
| |
—
|
John M. McManus
|
| |
35,047
|
| |
6,527
|
| |
41,574
|
| |
*
|
| |
—
|
Thomas Roberts
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Paul Salem
|
| |
1,517,000
|
| |
—
|
| |
1,517,000
|
| |
*
|
| |
49,732
|
Corey I. Sanders
|
| |
438,076(D)
|
| |
8,853
|
| |
446,929
|
| |
*
|
| |
—
|
James C. Stewart
|
| |
456
|
| |
—
|
| |
456
|
| |
*
|
| |
—
|
Daniel J. Taylor
|
| |
—
|
| |
16,600
|
| |
16,600
|
| |
*
|
| |
79,439
|
All directors and executive officers as a group (9 persons)
|
| |
1,990,579
|
| |
31,980
|
| |
2,022,559
|
| |
*
|
| |
129,171
|
*
|
Less than 1%.
|
(A)
|
The address for the persons listed in this column is 1980 Festival Plaza Drive, Suite 750, Las Vegas, Nevada 89135.
|
(B)
|
Deferred stock units are excluded from shares beneficially owned. Except as otherwise indicated, and subject to applicable community property and similar laws, the persons listed as beneficial owners of the shares have sole voting and investment power with respect to such shares. Does not include dividend equivalents in respect of RSUs that were credited to holder’s account on March 15, 2021 with the number of additional RSUs based on the closing price of MGM’s shares on March 15, 2021.
|
(C)
|
All deferred stock units previously held and RSUs to be deferred within 60 days by Non-Employee Directors, including deferral RSUs as of March 7, 2019. Deferred stock units are payable either in a lump sum or installments, at the director’s election, with the lump sum or first installment payable within 90 days of the first day of the month following the director’s separation from the Board. Does not include dividend equivalents in respect of RSUs that were credited to holders account on March 15, 2021 with the number of additional RSUs based on the closing price of MGM’s shares on March 15, 2021.
|
(D)
|
Includes 36,465 shares held in trust.
|
•
|
Leadership experience. Directors with experience in significant leadership positions demonstrate a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth. Thus, their service as top leaders at other organizations also benefits us.
|
•
|
Finance experience. An understanding of finance and financial reporting is important for our directors, as we measure our operating and strategic performance by reference to financial targets.
|
•
|
Industry experience. We seek to have directors with experience as executives, as directors or in other leadership positions in the gaming and real estate industries.
|
•
|
Public company directorship experience. We seek directors with experience as directors of other public companies, as we believe these individuals will have been exposed to the various types of financial, governance and operational matters that companies such as ours consider from time to time.
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|
THE BOARD UNANIMOUSLY RECOMMENDS YOU VOTE
“FOR” THE ELECTION OF THE NOMINEES LISTED ABOVE BASED UPON THEIR
RESPECTIVE EXPERIENCES, QUALIFICATIONS AND SKILLS IDENTIFIED ABOVE.
|
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The Board recommends a vote “FOR” the ratification of the appointment of
Deloitte & Touche LLP as our independent registered public accounting firm.
|
|
|
|
|
|
| |
2020
|
| |
2019
|
Audit fees
|
| |
$1,340,000
|
| |
1,445,000
|
Audit-related fees
|
| |
—
|
| |
—
|
Tax fees
|
| |
78,000
|
| |
88,000
|
All other fees
|
| |
—
|
| |
—
|
Total
|
| |
$1,418,000
|
| |
1,533,000
|
|
The Board recommends that you vote “FOR” the advisory vote on executive compensation.
|
|
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|
|
What We Do
|
| |
What We Do NOT Do
|
||||||
✔
|
| |
DO provide a significant portion of named executive officer compensation in the form of performance-based compensation
|
| |
✘
|
| |
NO excessive perquisites
|
|
| |
|
| |
|
| |
|
✔
|
| |
DO use a peer group for market comparisons of compensation levels and practices that appropriately reflect our size and industry
|
| |
✘
|
| |
NO repricing underwater stock options without shareholder approval
|
|
| |
|
| |
|
| |
|
✔
|
| |
DO maintain a clawback provision in our incentive compensation programs
|
| |
✘
|
| |
NO excise tax gross-ups
|
|
| |
|
| |
|
| |
|
✔
|
| |
DO expect our named executive officers to hold significant ownership in us through meaningful stock ownership guidelines
|
| |
✘
|
| |
NO pledging or hedging of shares permitted by our directors or executive officers
|
|
| |
|
| |
|
| |
|
✔
|
| |
DO use an independent compensation consultant
|
| |
✘
|
| |
NO single trigger change of control agreements
|
|
| |
|
| |
|
| |
|
•
|
Base salaries of $850,000 and $450,000 for our CEO and CFO, respectively.
|
•
|
Annual Bonus Program for 2020:
|
•
|
Target bonus opportunities of 150% and 85% of base salary as in effect as of January 1, 2020 for our CEO and CFO, respectively, with 100% of any bonuses earned in excess of target for the CEO paid in the form of Bonus Deferred RSUs. Bonus Deferred RSUs are not subject to forfeiture in the case of termination and are not subject to the achievement of additional performance criteria following the date such Bonus Deferred RSUs are granted. The Board determined that this design feature was appropriate given that, by the time the Bonus Deferred RSUs are granted, the executive has already achieved the level of performance necessary in order to earn an annual bonus payout in an amount exceeding his target bonus. Bonus Deferred RSUs are payable over four years in annual installments of 25%.
|
•
|
2020 annual bonus opportunity based on achievement of strategic objectives established for each of our NEOs.
|
•
|
Bonus payout of 100% of target reflects the Board’s conclusion that our NEOs exhibited strong performance with respect to achievement of the 2020 strategic objectives.
|
•
|
Long-Term Incentives pursuant to the Company’s 2016 Omnibus Incentive Plan (the “MGP Omnibus Plan”):
|
•
|
Delivered in two forms of equity, designed to both incentivize and retain our NEOs.
|
•
|
60% delivered in the form of performance share units (“PSUs”), with the ultimate payout in the Company’s Class A shares based on the relative performance of the Company versus the non-mortgage REITs in the National Association of Real Estate Investment Trusts (“NAREIT”) index measured over a three-year period.
|
•
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40% delivered in RSUs vesting in 25% equal installments over the four-year period following the grant date.
|
•
|
No single trigger arrangements. No executive officer is entitled to so-called “single trigger” change of control benefits.
|
•
|
Clawback policy. Pursuant to the clawback policy, bonus and other incentive compensation paid to participants is subject to clawback (i.e., repayment to the Company or certain of its affiliates, as applicable) if (1) there is a restatement of our financial statements for a fiscal year with respect to which a bonus or other incentive compensation is paid within three years following such fiscal year, other than a restatement due to changes in accounting principles or applicable law or a restatement due to any required change in previously reported results solely as a result of a change in the form of the Company’s ownership interest in any subsidiary, affiliate or joint venture, and (2) the Board determines that a participant received bonus or other incentive compensation for the applicable fiscal year in excess of that which would have been paid based on the restated financial results.
|
•
|
No golden parachute tax gross ups. In the event that there is a change in control that triggers any so-called “golden parachute” excise taxes under Section 280G of the Code, the Company is not obligated to provide tax gross up protection to any of our executive officers.
|
•
|
Prohibition on short sales, derivatives trading and pledging and hedging of Company securities. The Company’s insider trading policy provides that certain executives (including our NEOs) may not enter into short sales of our securities or buy or sell exchange-traded options on our securities. Further, the Company’s insider trading policy prohibits pledging or hedging of the Company’s securities by NEOs, executive officers and directors.
|
•
|
Executive officer share ownership guidelines. We recognize the importance of aligning our executives’ interests with those of our shareholders. As a result, the Board has established share ownership guidelines for our NEOs. Under these guidelines, our NEOs are expected to accumulate Class A shares having a fair market value equal to the assigned multiples of their applicable base salaries (5x for Mr. Stewart and 2x for Mr. Chien).
|
•
|
attract talented and experienced NEOs and retain their services on a long-term basis;
|
•
|
motivate our NEOs to achieve our annual and long-term operating and strategic goals;
|
•
|
align the interests of our NEOs with the interests of the Company and those of our shareholders; and
|
•
|
encourage our NEOs to balance the management of long-term risks and long-term performance with yearly performance.
|
|
Latest Available Four Quarters ($ Millions)
|
| |
12 Month Avg. Market Capitalization
as of 12/31/20 ($ Millions)
|
| |
12 Month Avg. Enterprise Value
as of 12/31/20 ($ Millions)
|
| |||||||||||||||
|
Revenues
|
| |
Total Assets
|
| ||||||||||||||||||
|
Alexandria RE
|
| |
$1,901
|
| |
Alexandria RE
|
| |
$22,828
|
| |
Realty Income Corp
|
| |
$21,321
|
| |
Realty Income Corp
|
| |
$29,208
|
|
|
Realty Income Corp
|
| |
$1,652
|
| |
Realty Income Corp
|
| |
$20,740
|
| |
Alexandria RE
|
| |
$20,352
|
| |
Alexandria RE
|
| |
$29,120
|
|
|
W. P. Carey
|
| |
$1,227
|
| |
VICI Properties
|
| |
$17,064
|
| |
W. P. Carey
|
| |
$12,075
|
| |
W. P. Carey
|
| |
$18,065
|
|
|
VICI Properties
|
| |
$1,226
|
| |
W. P. Carey
|
| |
$14,708
|
| |
VICI Properties
|
| |
$11,093
|
| |
VICI Properties
|
| |
$16,566
|
|
|
VEREIT
|
| |
$1,164
|
| |
VEREIT
|
| |
$13,324
|
| |
Gaming & Leisure Props
|
| |
$8,138
|
| |
Gaming & Leisure Props
|
| |
$14,017
|
|
|
Gaming & Leisure Props
|
| |
$1,153
|
| |
Kimco Realty
|
| |
$11,614
|
| |
Omega Healthcare
|
| |
$7,472
|
| |
VEREIT
|
| |
$13,301
|
|
|
Uniti Group
|
| |
$1,067
|
| |
MGP (OP)
|
| |
$10,600
|
| |
VEREIT
|
| |
$7,469
|
| |
Omega Healthcare
|
| |
$12,774
|
|
|
Kimco Realty
|
| |
$1,058
|
| |
Omega Healthcare
|
| |
$9,497
|
| |
Store Capital Corp
|
| |
$6,747
|
| |
MGP (OP)
|
| |
$11,345
|
|
|
Omega Healthcare
|
| |
$892
|
| |
Macerich
|
| |
$9,184
|
| |
National Retail Properties
|
| |
$6,743
|
| |
Kimco Realty
|
| |
$11,097
|
|
|
MGP (OP)
|
| |
$793
|
| |
Gaming & Leisure Props
|
| |
$9,034
|
| |
MGP (OP)1
|
| |
$6,539
|
| |
Store Capital Corp
|
| |
$10,238
|
|
|
Macerich
|
| |
$759
|
| |
Store Capital Corp
|
| |
$9,004
|
| |
Kimco Realty
|
| |
$5,753
|
| |
National Retail Properties
|
| |
$10,060
|
|
|
Store Capital Corp
|
| |
$697
|
| |
National Retail Properties
|
| |
$7,638
|
| |
Spirit Realty Capital
|
| |
$3,798
|
| |
Macerich
|
| |
$7,361
|
|
|
National Retail Properties
|
| |
$661
|
| |
EPR Properties
|
| |
$6,704
|
| |
MGP (MGP Only)
|
| |
$3,588
|
| |
Uniti Group
|
| |
$6,908
|
|
|
Sabra Health Care REIT
|
| |
$601
|
| |
Spirit Realty Capital
|
| |
$6,397
|
| |
Sabra Health Care REIT
|
| |
$3,193
|
| |
Spirit Realty Capital
|
| |
$6,185
|
|
|
iStar
|
| |
$546
|
| |
Sabra Health Care REIT
|
| |
$5,986
|
| |
EPR Properties
|
| |
$2,843
|
| |
EPR Properties
|
| |
$5,854
|
|
|
Spirit Realty Capital
|
| |
$483
|
| |
iStar
|
| |
$4,862
|
| |
Lexington Realty Trust
|
| |
$2,836
|
| |
Sabra Health Care REIT
|
| |
$5,648
|
|
|
Retail Properties of Amer.
|
| |
$430
|
| |
Uniti Group
|
| |
$4,732
|
| |
Uniti Group
|
| |
$1,824
|
| |
iStar
|
| |
$4,497
|
|
|
EPR Properties
|
| |
$408
|
| |
Retail Properties of Amer.
|
| |
$3,637
|
| |
Macerich
|
| |
$1,605
|
| |
Lexington Realty Trust
|
| |
$4,231
|
|
|
Lexington Realty Trust
|
| |
$330
|
| |
Lexington Realty Trust
|
| |
$3,493
|
| |
Retail Properties of Amer.
|
| |
$1,603
|
| |
Retail Properties of Amer.
|
| |
$3,402
|
|
|
|
| |
|
| |
|
| |
|
| |
iStar
|
| |
$912
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
75th Percentile
|
| |
$1,162
|
| |
|
| |
$12,897
|
| |
|
| |
$7,971
|
| |
|
| |
$13,838
|
|
|
Median
|
| |
$826
|
| |
|
| |
$9,019
|
| |
|
| |
$6,248
|
| |
|
| |
$10,149
|
|
|
25th Percentile
|
| |
$560
|
| |
|
| |
$6,088
|
| |
|
| |
$2,838
|
| |
|
| |
$5,936
|
|
|
MGP (OP) Rank
|
| |
49P
|
| |
|
| |
68P
|
| |
|
| |
52P
|
| |
|
| |
60P
|
|
|
MGP (MGP Only) Rank
|
| |
|
| |
|
| |
|
| |
|
| |
39P
|
| |
|
| |
|
|
1
|
Calculated as MGP’s 12-month average market cap plus the value of noncontrolling interests as reported in MGP’s most-recently filed balance sheet.
|
COMPENSATION ELEMENT
|
| |
OBJECTIVE
|
Annual base salary
|
| |
Attract and retain executives by fairly compensating them for performing the fundamental requirements of their positions.
|
Annual incentive bonus
|
| |
Motivate executives to achieve specific annual financial and/or operational goals and objectives whose achievements are critical for near-and long-term success; reward executives directly in relationship to the degree those goals are achieved in a given year; and attract executives with an interest in linking their compensation rewards, including greater upside bonus potential, directly to increased corporate performance.
|
Long-term incentives
|
| |
Align executives’ long-term interests with shareholders’ interests and drive decision making and goal achievement that will help us remain competitive and thrive in the competitive REIT industry; attract executives with an interest in creating long-term shareholder value; reward executives for building and sustaining shareholder value; and retain executives both through growth in their equity value and the vesting provisions of our share awards.
|
Deferred compensation opportunities
|
| |
Promote retention and provide individual tax planning flexibility by providing opportunities to postpone receipt of compensation until the end of covered employment.
|
Severance and change of control benefits; employment agreements
|
| |
Attract, retain and provide reasonable security to executives; encourage executives to make sound decisions in the interest of our long-term performance, regardless of personal employment risk.
|
Perquisites
|
| |
Provide a competitive level of perquisites.
|
•
|
Mr. Stewart’s target bonus was $1,275,000 and Mr. Chien’s target bonus was $382,500;
|
•
|
The maximum bonus for each NEO was 175% of his target bonus; there was no minimum bonus amount required to be paid, and the Board retained discretion to pay no bonus in the event of poor performance by the NEO or the Company;
|
•
|
100% of any bonus amount earned above the target bonus for the CEO only will be paid in the form of Bonus Deferred RSUs that pay out in 25% installments over the four-year period following the grant date; and
|
•
|
Consistent with the prior year, the Board determined that it was in the best interests of the Company to continue to establish the performance goals for 2020 based on accomplishment of strategic goals as opposed to more formulaic financial goals. These goals consisted of: investor relations activity, analyst coverage of MGP, long-term strategic planning, including in partnership with the Board and senior management team of MGM and individual leadership performance. No specific weightings were allocated among these strategic goals.
|
•
|
Mr. Stewart’s and Mr. Chien’s significant contributions in connection with the MGP BREIT Venture Transaction, which was accretive to AFFO per operating partnership unit and resulted in the Company’s acquisition of majority ownership of MGM Grand Las Vegas, a premier asset on the Las Vegas Strip.
|
•
|
Mr. Stewart’s and Mr. Chien’s efforts in investor relations, particularly in light of the challenges created by the COVID-19 pandemic and the need to address investor concerns in light of the temporary closures of all of the Company’s properties and concerns regarding the tenant’s liquidity position.
|
•
|
Mr. Stewart’s and Mr. Chien’s successful execution of two upsized offerings: the $800 million of 4.625% senior notes due 2025 issued in June, at a time when all of the tenant’s properties were shut down due to the pandemic, and the $750 million of 3.875% senior notes due 2029 issued in November, which is the lowest coupon the Company has achieved in its history.
|
NEO
|
| |
APPLICABLE BASE
SALARY
|
| |
2020 TARGET
BONUS (% OF BASE
SALARY)
|
| |
2020 TARGET
BONUS
|
| |
2020 ACTUAL
BONUS
|
| |
ACTUAL BONUS AS
% OF TARGET
|
Mr. Stewart
|
| |
$850,000
|
| |
150 %
|
| |
$1,275,000
|
| |
$1,275,000
|
| |
100%
|
Mr. Chien
|
| |
450,000
|
| |
85 %
|
| |
382,500
|
| |
382,500
|
| |
100%
|
PERFORMANCE LEVEL
|
| |
RELATIVE TOTAL SHAREHOLDER
RETURN PERCENTILE
|
| |
VESTED % OF
TARGET SHARES
|
Maximum
|
| |
90th or greater
|
| |
160%
|
|
| |
80th
|
| |
145%
|
|
| |
70th
|
| |
130%
|
|
| |
60th
|
| |
115%
|
Target
|
| |
50th
|
| |
100%
|
|
| |
40th
|
| |
75%
|
|
| |
30th
|
| |
50%
|
Threshold
|
| |
Below 30th
|
| |
0%
|
NEO
|
| |
AWARD
TYPE
|
| |
GRANT
DATE
|
| |
UNITS(A)
|
| |
GRANT DATE FAIR
VALUE OF
AWARDS($)
|
Mr. Stewart
|
| |
RSU
|
| |
10/05/2020
|
| |
28,399
|
| |
$ 800,000
|
|
| |
PSU
|
| |
10/05/2020
|
| |
39,341 (B)
|
| |
1,200,000
|
Mr. Chien
|
| |
RSU
|
| |
10/05/2020
|
| |
14,200
|
| |
400,000
|
|
| |
PSU
|
| |
10/05/2020
|
| |
19,671 (B)
|
| |
600,000
|
(A)
|
Number of units does not include dividend equivalent rights credited during 2020, because the grant date fair value of awards takes into account the value of quarterly dividends.
|
(B)
|
Vesting is subject to satisfaction of relative TSR achievement over the Performance Period, as described above.
|
Daniel J. Taylor, Chair of the Compensation Committee
Kathryn Coleman
Charles Irving
John M. McManus
|
NAME AND TITLE
|
| |
YEAR
|
| |
SALARY(A)
|
| |
STOCK
AWARDS(B)
|
| |
NON-EQUITY
INCENTIVE PLAN
COMPENSATION(C)
|
| |
ALL OTHER
COMPENSATION(D)
|
| |
TOTAL
|
James C. Stewart
Chief Executive Officer
|
| |
2020
|
| |
$850,000
|
| |
$2,000,000
|
| |
$1,275,000
|
| |
$44,329
|
| |
$4,169,329
|
|
2019
|
| |
833,562
|
| |
2,000,000
|
| |
1,200,000
|
| |
43,040
|
| |
4,076,602
|
||
|
2018
|
| |
800,000
|
| |
1,500,000
|
| |
1,200,000
|
| |
41,157
|
| |
3,541,157
|
||
Andy H. Chien
Chief Financial Officer and Treasurer
|
| |
2020
|
| |
450,000
|
| |
1,000,000
|
| |
382,500
|
| |
26,630
|
| |
1,859,130
|
|
2019
|
| |
433,562
|
| |
1,000,000
|
| |
340,000
|
| |
26,511
|
| |
1,800,073
|
||
|
2018
|
| |
400,000
|
| |
700,000
|
| |
300,000
|
| |
25,672
|
| |
1,425,672
|
(A)
|
See “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Annual Base Salary.”
|
(B)
|
For 2020, consists of RSUs and PSUs granted under the MGP Omnibus Plan. For RSU awards, reflects the grant date value of such awards as determined in accordance FASB ASC 718. For PSU awards, in order for the target number of shares to be paid (the “Target Shares”), MGP’s TSR over a three-year performance period must be at the 50th percentile of the select group of MGP’s peers over the same period. No Class A shares in respect of PSUs are issued unless the TSR is equal to or greater than the 30th percentile of the peer group, and the maximum payout is 160% of the Target Shares, if MGP’s TSR is equal to or greater than the 90th percentile of the peer group over the three-year performance period. The grant date fair value for PSU awards was computed in accordance with FASB ASC 718, using a Monte Carlo simulation model. Assuming the highest level of achievement of the TSR performance criteria that can be achieved, the grant date fair value of the PSU awards were $1.9 million and $1.0 million for Mr. Stewart and Mr. Chien, respectively. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentives.” Mr. Stewart received a Bonus Deferred RSU award in 2020 with a grant date value of $0.3 million in connection with his 2019 performance.
|
(C)
|
The amounts reflected in this column are the gross amounts of each NEOs’ annual bonus award earned in respect of the applicable fiscal year. For Mr. Stewart, the amounts shown include the amount earned in excess of his annual base salary for the applicable fiscal year that was paid in the form of Bonus Deferred RSUs in respect of 2018 and 2019 performance. For 2018 performance, 33% of the excess amount was paid in Bonus Deferred RSUs (with the remainder paid in cash). For 2019 performance, 67% of any amount earned in between a NEO’s base salary and target bonus was paid in Bonus Deferred RSUs (with remainder paid in cash) and 33% of any bonus amount earned in excess of target was paid in Bonus Deferred RSUs (with the remainder in cash). For 2020 performance, 100% of his annual bonus award was paid in cash since his bonus did not exceed the target bonus. For Mr. Chien, 100% of his annual bonus award was paid in cash for 2018, 2019, and 2020. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Bonus” for more details. The cash-portion of such amounts were each paid in a lump sum in the first quarter of the following fiscal year.
|
(D)
|
All other compensation consists of health plan expenses, life insurance premiums and benefits, and 401K match contributions.
|
NAME
|
| |
GRANT
DATE
|
| |
ESTIMATED POSSIBLE PAYOUTS
UNDER NON-EQUITY
INCENTIVE PLAN AWARDS(A)
|
| |
ESTIMATED NUMBER OF
SHARES FOR FUTURE PAYOUTS
UNDER EQUITY INCENTIVE
PLAN AWARDS(B)
|
| |
GRANT DATE
FAIR VALUE
OF STOCK
AWARDS
|
||||||||||||
|
THRESHOLD
|
| |
TARGET
|
| |
MAXIMUM
|
| |
THRESHOLD
|
| |
TARGET
|
| |
MAXIMUM
|
| |||||||
Mr. Stewart
|
| |
N/A
|
| |
$—
|
| |
$1,275,000
|
| |
$2,231,250
|
| |
—
|
| |
—
|
| |
—
|
| |
$—
|
|
10/5/2020(C)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
28,399
|
| |
—
|
| |
800,000
|
||
|
10/5/2020(D)
|
| |
—
|
| |
—
|
| |
—
|
| |
19,671
|
| |
39,341
|
| |
62,946
|
| |
1,200,000
|
||
Mr. Chien
|
| |
N/A
|
| |
—
|
| |
382,500
|
| |
669,375
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
10/5/2020(C)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
14,200
|
| |
—
|
| |
400,000
|
||
|
10/5/2020(D)
|
| |
—
|
| |
—
|
| |
—
|
| |
9,836
|
| |
19,671
|
| |
31,474
|
| |
600,000
|
(A)
|
Pursuant to the terms of the Annual Bonus Program for 2020, 100% of any bonus earned in excess of target for the CEO would be paid in the form of Bonus Deferred RSUs. As Mr. Stewart received 100% of his target bonus, he did not receive a Bonus Deferred RSU award in relation to 2020 performance. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentives—Bonus Deferred RSUs.”
|
(B)
|
See note (B) to the Summary Compensation Table above. Number of units shown does not include dividend equivalent rights credited during 2020, because the grant date fair value of awards takes into account the value of quarterly dividends.
|
(C)
|
RSU award granted under the MGP Omnibus Plan.
|
(D)
|
PSU award granted under the MGP Omnibus Plan.
|
|
| |
OPTION/SAR AWARDS
|
| |
SHARE AWARDS (RSUs AND PSUs)
|
||||||||||||||||||
|
| |
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS/SARS
|
| |
OPTION/
SAR
EXERCISE
PRICE
|
| |
OPTION/
SAR
EXPIRATION
DATE
|
| |
SHARES THAT HAVE
NOT
VESTED (RSUs)
|
| |
EQUITY INCENTIVE PLAN
AWARDS: UNEARNED
SHARES, UNITS OR
OTHER RIGHTS THAT
HAVE NOT VESTED
(PSUs)
|
|||||||||
NAME
|
| |
EXERCISABLE
|
| |
UN-
EXERCISABLE
|
| |
NUMBER
|
| |
VALUE(H)
|
| |
NUMBER
|
| |
VALUE(H)
|
||||||
Mr. Stewart
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,756(A)
|
| |
$148,863
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
8,425(B)
|
| |
263,703
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
12,545(C)
|
| |
392,659
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
28,399(D)
|
| |
888,889
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
43,377(E)
|
| |
$1,806,292
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
48,976(F)
|
| |
2,262,176
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
39,341(G)
|
| |
1,299,232
|
Mr. Chien
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,377(A)
|
| |
$74,400
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,212(B)
|
| |
131,836
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
6,272(C)
|
| |
196,314
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
14,200(D)
|
| |
444,460
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
19,717(E)
|
| |
$821,030
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
24,488(F)
|
| |
1,131,088
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
19,671(G)
|
| |
649,632
|
(A)
|
RSU award scheduled to vest on 4/3/21.
|
(B)
|
RSU award scheduled to vest in equal installments on each of 4/23/21 and 4/23/22.
|
(C)
|
RSU award scheduled to vest in equal installments on each of 11/4/21, 11/4/22, and 11/4/23.
|
(D)
|
RSU award scheduled to vest in equal installments on each of 10/5/21, 10/5/22, 10/5/23, and 10/5/24.
|
(E)
|
PSU award scheduled to vest on 4/23/21.
|
(F)
|
PSU award scheduled to vest on 11/4/22.
|
(G)
|
PSU award scheduled to vest on 10/5/23.
|
(H)
|
Amounts determined based on the closing price of all Class A Shares at 12/31/2020, which was $31.30. Value of PSUs shown assumes that 12/31/2020 was the end of the performance period.
|
|
| |
STOCK AWARDS (RSUs)
|
| |
STOCK AWARDS (PSUs)
|
||||||
NAME
|
| |
NUMBER OF
SHARES
ACQUIRED ON
VESTING(#)
|
| |
VALUE
REALIZED ON
VESTING(A)
|
| |
NUMBER OF
SHARES
ACQUIRED ON
VESTING(#)
|
| |
VALUE
REALIZED ON
VESTING
|
James C. Stewart
|
| |
30,223
|
| |
$495,377
|
| |
84,093
|
| |
$1,981,471
|
Andy H. Chien
|
| |
9,348
|
| |
228,108
|
| |
27,037
|
| |
598,060
|
(A)
|
The value realized on vesting of RSUs is equal to the closing market price of our common stock on the applicable date of vesting, times the number of shares acquired upon vesting. The number of shares and value realized on vesting includes shares that were withheld at the time of vesting to satisfy tax withholding requirements. For Mr. Stewart, the number of shares acquired on vesting includes 10,177 Bonus Deferred RSUs granted to him for 2019 performance (including DEUs that were earned on such award during 2020) that were fully vested on the grant date, but the settlement and receipt of shares has been deferred and will be paid in four equal installments over a four-year period following the grant date. Because no value was realized and no shares were acquired by Mr. Stewart upon vesting of these Bonus Deferred RSUs, no value is reflected for these awards in the table above. As of the grant date, the value of these awards was $0.3 million.
|
|
| |
SEVERANCE(A)
|
| |
VESTING
OF RSUs(B)(C)
|
| |
VESTING
OF PSUs(B)(C)(D)
|
| |
OTHER(F)
|
| |
TOTAL
|
Death or Disability
|
| |
|
| |
|
| |
|
| |
|
| |
|
Mr. Stewart
|
| |
$212,500
|
| |
$1,562,246
|
| |
$5,367,700
|
| |
$—
|
| |
$7,142,446
|
Mr. Chien
|
| |
112,500
|
| |
781,092
|
| |
2,601,750
|
| |
—
|
| |
3,495,342
|
Company Terminates Without Good Cause
|
| |
|
| |
|
| |
|
| |
|
| |
|
Mr. Stewart
|
| |
2,125,000
|
| |
633,794
|
| |
3,969,051
|
| |
68,868
|
| |
6,796,713
|
Mr. Chien
|
| |
832,500
|
| |
316,881
|
| |
1,902,416
|
| |
37,170
|
| |
3,088,967
|
NEO Terminates Without Good Cause/Company Terminates With Good Cause
|
| |
|
| |
|
| |
|
| |
|
| |
|
Mr. Stewart
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Mr. Chien
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
NEO Terminates With Good Cause
|
| |
|
| |
|
| |
|
| |
|
| |
|
Mr. Stewart
|
| |
2,125,000
|
| |
633,794
|
| |
3,969,051
|
| |
68,868
|
| |
6,796,713
|
Mr. Chien
|
| |
832,500
|
| |
316,881
|
| |
1,902,416
|
| |
37,170
|
| |
3,088,967
|
Change of Control(E)
|
| |
|
| |
|
| |
|
| |
|
| |
|
Mr. Stewart
|
| |
4,250,000
|
| |
1,694,113
|
| |
5,367,700
|
| |
85,657
|
| |
11,397,470
|
Mr. Chien
|
| |
1,665,000
|
| |
847,009
|
| |
2,601,750
|
| |
50,260
|
| |
5,164,019
|
(A)
|
This column does not include any unpaid prior year bonuses that were earned prior to the date of termination.
|
(B)
|
The value of outstanding RSUs and PSUs (including any accelerated or continued vesting that would occur under each of these termination scenarios) is based on the closing price of our Class A shares on December 31, 2020, which was $31.30.
|
(C)
|
For purposes of the calculation of any continued or accelerated vesting in respect of outstanding equity awards, (1) we have assumed that in connection with each NEO’s termination, such NEO was eligible for the maximum post-termination continued and accelerated vesting period applicable to each award, which may not be the case if an actual termination were to occur, and (2) we have treated continued vesting of awards in the same manner as accelerated vesting based on the Class A share price on December 31, 2020.
|
(D)
|
Assumes that December 31, 2020 was end of the performance period for PSUs.
|
(E)
|
Assumes each NEO’s employment terminates (other than as a result of a termination by the Company for good cause or by the NEO without good cause) in connection with a change of control. In general, no benefits are payable solely as a result of a change of control (i.e., in general, there are no single trigger benefits). The only situation in which change of control benefits are potentially payable absent an executive’s termination is the case of equity awards in the event they are not assumed by the acquirer as part of the change of control. In the event of such a triggering event occurring, the NEO would receive estimated benefits set forth in the columns entitled “Vesting of RSUs” and “Vesting of PSUs.”
|
(F)
|
Represents the estimated value of COBRA payments payable in connection with the applicable triggering event.
|