The form of proxy accompanying this Proxy Statement and the persons named therein as proxies have been approved by, and this solicitation is made on behalf of, the Board of Directors of MGM Resorts International (the “Board”) in connection with the Annual Meeting of Stockholders of MGM Resorts International (the “Annual Meeting”) to be held at the following date, time and place, and at any postponements or adjournments thereof:

MGM Resorts International, together with its subsidiaries, is referred to herein as the “Company,” “we” or “us,” unless the context indicates otherwise. Matters to be considered and acted upon at the Annual Meeting are set forth in the Notice of Annual Meeting accompanying this Proxy Statement and are more fully described herein. On or about March 26, 2021,23, 2023, we will mail and/or make available this Proxy Statement and the enclosed proxy to each stockholder entitled to vote at the Annual Meeting. Stockholders are requestedThe Annual Meeting will begin promptly at 10:00 a.m. Pacific Time. We encourage you to joinaccess the Annual Meeting on time, as thereprior to the start time. Online access will be no admittance once the Annual Meeting has begun.available beginning at 9:45 a.m. Pacific Time. Our Annual Report to Stockholders for the year ended December 31, 20202022 accompanies this Proxy Statement.

This year’s Annual Meeting will be online and a completely virtual meeting of stockholders.held exclusively online. You may attend, vote and submit questions during the Annual Meeting via live audio webcast on the Internet at www.virtualshareholdermeeting.com/MGM2021MGM2023. You may also submit questions in advance of the meeting until 11:8:59 p.m., Pacific Time, on May 4, 20211, 2023 by going to www.proxyvote.com and logging in with your control number. You will not be able to attend the Annual Meeting in person. Thereperson as there will be no physical location for stockholders to attend.meeting location. We expect that in future years we will continue to host a virtual meeting only, which we believe is consistent with our cost reduction efforts to further position your companyCompany for future growth. Furthermore, we believe a virtual meeting will enable increased stockholder attendance and participation since stockholders can participate from any location around the world. Finally, a virtual meeting is consistent with our goal to be an environmental leader and our core belief that a greener business is a better business.

Only record holders of our Common Stock, $0.01 par value per share (“Common Stock”), as of March 12, 20219, 2023 will be entitled to vote at the Annual Meeting. Our authorized capital stock currently consists of 1,000,000,000 shares of Common Stock. At the close of business on March 12, 2021,9, 2023, there were 495,004,321372,891,936 shares of Common Stock outstanding and entitled to vote. Each stockholder of record is entitled to one vote for each share held on that date on all matters that may properly come before the Annual Meeting.

If you are a stockholder of record and wish to virtually attend the Annual Meeting and vote online by visiting www.virtualshareholdermeeting.com/MGM2021MGM2023, you may do so. You will need your control number included on your Notice of Internet Availability of Proxy Materials or proxy card (if you receive a printed copy of the proxy materials) in order to be able to vote during the Annual Meeting. If you vote by proxy prior to the Annual Meeting and also virtually attend the annual meeting, there is no need to vote again at the annual meeting unless you wish to change your vote. If you are the beneficial owner of Common Stock held in “street name” by a broker and wish to virtually attend the Annual Meeting and vote online at the Annual Meeting, you must obtain a proxy“legal proxy” from the bank, brokerage or other institution holding your Common Stock and bring such proxy withgiving you the right to hand in withvote your ballot.

All shares of Common Stock represented by properly submitted proxies will be voted at the Annual Meeting in accordance with the directions on the proxies, unless such proxies have previously been revoked. If you are a stockholder of record and submit a Proxy Card with no voting direction indicated, the shares will be voted as the Board recommends, which is as follows:

By returning a signed Proxy Card by mail or by duly submitting a proxy by internet or telephone, you will confer discretionary authority on the named proxies to vote on any other business that properly comes before the meeting or any adjournment or postponement thereof for which discretionary authority is permitted. The persons named on the Proxy Card as proxies or their substitutes will vote or act in their discretion with respect to such other matters. Any such matters shall be determined by a majority vote of the stockholders present virtuallyvotes cast on the matter.

QUORUM AND VOTES REQUIRED

The presence, in person (including virtually) or represented by proxy.

If you are the beneficial owner of shares held in “street name” by a broker, your broker, as the record holder of the shares, must vote those shares in accordance with your instructions. In accordance with the rules of the New York Stock Exchange (the “NYSE”), certain matters submitted to a vote of stockholders are considered by the NYSE to be “routine” items upon which brokerage firms may vote in their discretion on behalf of their customers if such customers have not furnished voting instructions within a specified period prior to the meeting. The ratification of the selection of the independent registered public accounting firm as our

Your proxy is being solicited by the Board on behalf of the Company and, as such, we will pay the costs of soliciting proxies. Proxies may be solicited on behalf of the Company by our directors, officers, employees or agents in person or by

We understand the importance of assessing our corporate governance and executive compensation practices regularly. Fiscal 20202022 marked another year that members of senior management, together with the Chair of the Nominating and Corporate Governance Committee, who also serves as a member of the Human Capital and Compensation Committee, engaged in stockholder outreach activities, with a particular focus on gaining feedback related to governance topics, including executive compensation. During 2020, managementFollowing the annual meeting in 2022, the Nominating and Corporate Governance Committee Chair, together with certain members of our Board of Directors engagedmanagement, met with investors collectively representing 52.7%5 of our common shares outstanding on executive compensation and corporate governance matters, including as partinstitutional stockholders, which collectively totaled approximately 11% of our stockholder outreach process following the say on pay vote. Specifically, management and members of our Board of Directors reached outbase, to three of our major stockholders (representing 17% of our common shares outstanding) inviting them to engage in discussions regarding the CEO transition and the related Transition Agreement. During the second half of 2020, and in response to the say on pay vote, management together with a member of the Compensation Committee, met with eight of our investors and one third party stewardship provider, who in total represented approximately 29% of our common shares outstanding (as of December 31, 2020). These discussions touched ondiscuss a wide range of topics, including executive compensation and corporate governance practices, environmentalpractices. As part of these discussions, we addressed concerns related to

The Board has adopted corporate governance guidelines (the “CorporateCorporate Governance Guidelines”)Guidelines setting forth the general principles governing the conduct of our business and the role, functions, duties and responsibilities of the Board, including, but not limited to, such matters as (i) Board composition and membership criteria, (ii) compensation, (iii) director orientation and continuing education, (iv) Board committees, (v) Board leadership, (vi) director access to officers, employees and independent advisors, (vii) management succession, (viii) annual performance evaluations of the Board and its committees and (ix) conflicts of interest and recusal. We believe that these guidelines are in compliance with the applicable listing standards adopted by the NYSE. The Corporate Governance Guidelines are posted and maintained on our website at mgmresorts.investorroom.com/corporate-governance investors.mgmresorts.com/investors/governance/governance-documents under the caption “Corporate Governance Guidelines.”

Our Corporate Governance Guidelines limit the number of total public company boards (including the Company) on which Directors may serve on to three when the Directors are engaged full-time as executives in another business.business unless the Board determines that simultaneous service on more than three such Boards by a full-time executive would not impair the ability of the Director to effectively serve on the Company’s Board.

Mr. Diller serves as Chairman and Senior Executive of IAC, Inc. (“IAC”) which owned an approximate 17% stake in the Company as of March 9, 2023. In addition, he serves as Chairman and Senior Executive of a company that was spun off from IAC and on one other company Board. The Board determined to make an exception in connection with the appointment of Mr. Diller and Mr. Levin in light of their extensive leadership experience and knowledge of the digital space. Each of Mr. Diller and Mr. Levin serve as full-time executives in another business and serve on four public company boards (including the Company). The Board determinedbelieves that Mr. Diller and Mr. Levin will have theDiller’s service on these additional public boards does not impair his ability to effectively serve on the Board.

The Board has adopted a Code of Business Conduct and Ethics and Conflict of Interest Policy (the “Code of Conduct”) that applies to all of our directors, officers, and employees, including our chief executive officer, chief financial officer and chief accounting officer. The Code of Conduct also applies to all applicable contractors and other agents performing services for or conducting work on our behalf. The Code of Conduct establishes policies and procedures that the Board believes promote the highest standards of integrity, compliance with the law and personal accountability. The Code of Conduct is posted on our website at mgmresorts.investorroom.com/corporate-governance investors.mgmresorts.com/investors/governance/governance-documents under the caption “Code of Business

Our Amended and Restated Bylaws to implementinclude “proxy access,” a means for the Company’s stockholders to include stockholder-nominated director candidates in the Company’s proxy materials for annual meetings of stockholders. Proxy access was first made available to stockholders for the Company’s 2016 annual meeting of stockholders. A stockholder, or a group of not more than 20 stockholders (collectively, an “eligible stockholder”), meeting specified eligibility requirements, is generally permitted to include up to two director nominees or, if greater than two, 20% of the number of directors in office as of the last day a notice for nomination may be timely received in the Company’s proxy materials for annual meetings of its stockholders. In order to be eligible to use the proxy access process, an eligible stockholder must, among other requirements, have owned 3% or more of the Company’s outstanding Common Stock continuously for at least three years. Additionally, stockholder nominees must be independent and meet specified criteria and stockholderscriteria. Stockholders will not be entitled to utilize the proxy access process for an annual meeting of stockholders if the Company receives notice through

We are committed to ensuring that our directors remain informed with respect to best practices in corporate governance and engage outside counsel to provide periodic training to our directors on this topic. Each Director is afforded the opportunity to meet with members of our senior management, visit our facilities and consult with independent advisors as necessary or appropriate. Directors are expected to undertake continuing education to properly perform their duties.

While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also share in such responsibility. As part of their delegated areas of responsibility, each of the Board committees reviews and discusses in more detailthe specific risk topics under its area of responsibility consistent with its charter and such other responsibilities as may be delegated to them by the Board from time to time.

In particular, the Audit Committee focuses on significant risk exposures faced by the Company, including general business risk, financial risk, internal controls, regulatory and compliance matters, cyber-securitycybersecurity risk and material litigation and potential disputes, and assesses the steps and processes management has implemented to monitor, control and/or minimize such exposures. The Audit Committee receives regular updates on information technology risks at least twice a year from the Chief Information Security Officer and the chair of the Audit Committee updates the full Board on these presentations. The Audit Committee also receives an annual assessment of its cybersecurity program by external subject matter experts. The Company’s information security programs are also subject to regular external audits against best practices varying in

The Nominating/Corporate Governance Committee considers diversity when assessing the appropriateness of Board membership. Though diversity is not defined in the Corporate Governance Guidelines or in the Nominating/Corporate Governance Committee’s charter, each of which can be found under their respective captions at mgmresorts.investorroom.com/corporate-governanceinvestors.mgmresorts.com/investors/governance/governance-documents, diversity is broadly interpreted by the Board to include viewpoints, background, experience, industry knowledge and geography, as well as more traditional characteristics of diversity, such as race, ethnicity, gender, age, geographic location, nationality and gender. As shown below, wesexual orientation. Our Corporate Governance Guidelines and the Nominating/Corporate Governance Committee’s charter provide that any search firm engaged to identify potential Board nominees include persons who bring diversity with respect to self-identified characteristics such as race, ethnicity, gender, and sexual orientation in the initial list of qualified candidates from which the Nominating/Corporate Governance Committee selects director candidates in connection with any search for a new director. We believe that our commitment to diversity is demonstrated by the varied backgrounds of our Board nominees.

The Board has established a process for stockholders and other interested parties to communicate with members of the Board, the non-management directors as a group and the Chairman.Chair. All such communications should be in writing and should be addressed to the Corporate Secretary, MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: Stockholder Communications. All inquiries are reviewed by the Corporate Secretary, who forwards to the Board, the non-management directors or the Chairman,Chair, as applicable, a summary of all such correspondence and copies of all communications that the Corporate Secretary determines are appropriate and consistent with our operations and policies. Matters relevant to our other departments are directed to such departments with appropriate follow-up to ensure that appropriate inquiries are responded to in a timely manner. Matters relating to accounting, auditing and/or internal controls are referred to the Chairchair of the Audit Committee and included in the report to the Board, together with a report of any action taken to address the matter. The Board or the Audit Committee, as the case may be, may direct such further action deemed necessary or appropriate.

The Corporate Social Responsibility and Sustainability Committee has had oversight over environmental and social responsibility at the Company for over a decade. Mr. Hornbuckle, our Chief Executive Officer and President and a Director, is actively engaged in strategy development and implementation, oversees these matters on behalf of management and serves as a liaison to the Corporate Social Responsibility and Sustainability Committee and senior management. In 2020, we brought the previously separate environmental sustainability, corporate responsibility and human resource divisions under Jyoti Chopra, Chief People, Inclusion and Sustainability Officer, reporting directly to Mr. Hornbuckle. Ms. Chopra leads Human Capital Management at the Company with an integrated focus on promoting a culture of diversity and inclusion, employee development and employee education.

Material Environmental, Social & Governance (ESG) Issues

In 2019, the CompanyMGM Resorts established an ESG taskforcetask force comprised of executives from strategy, investor relations, risk, finance, facilities, purchasing, and other functions. The taskforce’s mandate was to understand the ESG landscape and strengthen the Company’stask force spearheaded an ESG disclosures. The taskforce focused on understanding how the Company performed on various ESG ranking platforms and executed on a strategy to increase transparency to improve its scores. Subsequently, the taskforce initiated a formal materiality assessment to obtain internalidentify the highest priority ESG issues for the Company. Climate Change, Human Capital Management, and external stakeholder input on priorityDiversity & Inclusion were deemed the highest-priority ESG issues. The findings from the assessment, completed in Q1 2020, helped the Company refineresults were integrated into our Enterprise Risk Management processes and augment its go-forward strategy and triggered a significant increase in the scope and scale of metrics disclosed in its 2019informed our strategic framework for Social Impact and Sustainability Report.

In 2020, the Companywe undertook a review of its overallthe Company’s Social Impact and& Sustainability strategy, by soliciting feedback from stakeholders as part of its materiality assessment and conducting a review of peer and leader ESG programs. As a result, the Company was able to meaningfully refine its strategy, simplify itssimplified our strategic priorities, and createcreated closer alignment between these priorities and specific United Nations Sustainable Development Goals. Our 2021- 2025 frameworkupdated platform – Focused on What Matters: Embracing Humanity & Protecting the Planet – is shown below.

To drive progress in these areas, MGM Resorts established fourteen forward-looking goals across our three strategic pillars: (i) Fostering Diversity, Equity & Inclusion, (ii) Investing in our Communities, and (iii) Protecting the Planet. We have already achieved and reset some of these 2025 goals.

We set three new climate targets to supplement the Company’s fourteen primary Social Impact & Sustainability goals. In 2021, we established two climate targets, both aligned with the 1.5°C pathway: (i) a commitment to reducing absolute Scope 1 and 2 greenhouse gas (“GHG”) emissions by 50% by 2030 (2019 base year); and (ii) a commitment to sourcing 100% renewable electricity in the United States and 80% globally by 2030. Additionally, in 2022, we developed a climate target for our value chain emissions aligned with the well below 2.0°C pathway: a commitment to reducing absolute emissions across significant Scope 3 categories by 30% by 2030 (2019 base year). These goals were informed by guidance from the Science-based Targets Initiative (“SBTi”) and were submitted for approval by that body. Progress toward these climate targets will be outlined in our annual ESG disclosures, including detailsour Task Force on 2025 goals, performanceClimate-related Financial Disclosures (“TCFD”) report.