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): May 6, 2020
MGM Growth Properties LLC
MGM Growth Properties Operating Partnership LP
(Exact name of registrant as specified in its charter)
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| | Delaware | (MGM Growth Properties LLC) | | 001-37733 | | 47-5513237 | |
| | Delaware | (MGM Growth Properties Operating Partnership LP) | | 333-215571 | | 81-1162318 | |
| | (State or other jurisdiction of incorporation) | | | (Commission File Number) | | (I.R.S. Employer Identification No.) | |
1980 Festival Plaza Drive, Suite 750, Las Vegas, Nevada 89135
(Address of principal executive offices – Zip Code)
(702) 669-1480
(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) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Shares of MGM Growth Properties LLC, No Par Value | | MGP | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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| MGM Growth Properties LLC | ☐ |
| MGM Growth Properties Operating Partnership LP | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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| MGM Growth Properties LLC | ¨ |
| MGM Growth Properties Operating Partnership LP | ¨ |
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
MGM Growth Properties LLC (the “Company”) held its annual meeting of shareholders on May 6, 2020 (the “Annual Meeting”), at which shareholders voted on the matters set forth below.
Proposal 1: To elect a Board of Directors
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| Director | | For | | Against | | Abstain |
| Paul Salem | | 193,166,293 | | 44,435,325 | | 119,871 |
| Thomas Roberts | | 193,573,587 | | 44,066,439 | | 81,463 |
| Daniel J. Taylor | | 197,148,233 | | 40,495,256 | | 78,000 |
| Corey Sanders | | 197,173,573 | | 40,468,661 | | 79,255 |
| John M. McManus | | 196,728,710 | | 40,911,334 | | 81,445 |
Broker Non-Votes: 16,187,802 for each of Mr. Salem, Mr. Roberts, Mr. Taylor, Mr. Sanders and Mr. McManus.
Each of the foregoing directors was elected and received the affirmative vote of a majority of the votes cast at the annual meeting at which a quorum was present.
Proposal 2: To ratify the selection of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm for the year ending December 31, 2020.
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| For | | Against | | Abstain |
| 253,606,197 | | 200,146 | | 102,948 |
Broker Non-Votes: N/A
The foregoing Proposal 2 was approved.
Proposal 3: To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting.
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| For | | Against | | Abstain |
| 237,351,132 | | 269,259 | | 101,098 |
Broker Non-Votes: 16,187,802
The foregoing Proposal 3 was approved.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
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| | MGM Growth Properties LLC |
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| Date: May 8, 2020 | By: | /s/ ANDREW HAGOPIAN III |
| | | Andrew Hagopian III |
| | | Secretary |
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| | MGM Growth Properties Operating Partnership LP |
| | By: | MGM Growth Properties OP GP LLC, its general partner |
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| Date: May 8, 2020 | By: | /s/ ANDREW HAGOPIAN III |
| | | Andrew Hagopian III |
| | | Secretary |
