(e) On June 12, 2012, MGM Resorts International, a Delaware corporation (the "Company"), adopted a Change of Control Policy for Executive Officers (the "Change of Control Policy"). The Change of Control Policy provides a uniform severance policy for terminations by us without good cause, or by an executive officer with good cause, following a change of control, as defined in the Change of Control Policy (a "Qualifying Termination"). None of the Company's named executive officers is currently a participant under the Change of Control Policy. However, the Company expects that the Change of Control Policy will eventually be the only source of change of control benefits for the Company's named executive officers as the employment agreements with them expire and are replaced with new agreements. Alternatively, the Company may offer named executive officers the opportunity to become covered under the Change of Control Policy in replacement of their current employment agreement provisions. The executive officers to be covered by the Change of Control Policy will be determined by the Compensation Committee of the Board of Directors from time to time. The benefits available under the Change of Control Policy to a covered executive officer in connection with a Qualifying Termination are as follows, provided that the covered executive officer delivers to the Company and does not revoke a general release in a form prescribed by the Company:

† CEO: 2.0 times the sum of base salary and target bonus (subject to a $10 million cap) and accelerated vesting of equity awards (with up to a 12-month continued exercise period for stock appreciation rights following termination), plus a lump sum payment equal in value to 24 months of continued health and insurance benefits.

† Other covered executive officers: 2.0 times the sum of base salary and target bonus (subject to a $4 million cap) and accelerated vesting of equity awards (with up to a 12-month continued exercise period for stock appreciation rights following termination), plus a lump sum payment equal in value to 24 months of continued health and insurance benefits.

The foregoing description of the Change of Control Policy is a summary and is qualified in its entirety by reference to the Change of Control Policy, a copy of which is filed as Exhibit 10.1 hereto.

The Company held its annual meeting of stockholders on June 12, 2012, at which stockholders voted on the matters set forth below.

Proposal 1: To Elect a Board of Directors

Director               Votes For    Votes Withheld
Robert H. Baldwin     346,431,025        1,437,870
William A. Bible      346,381,415        1,487,480
Burton M. Cohen       346,430,682        1,438,213
Willie D. Davis       327,982,879       19,886,016
Alexis M. Herman      345,109,835        2,759,060
Roland Hernandez      339,163,898        8,704,997
Anthony Mandekic      330,333,176       17,535,719
Rose McKinney-James   333,296,689       14,572,206
James J. Murren       338,532,068        9,336,827
Daniel J. Taylor      330,264,780       17,604,115

Broker Non-Votes: 76,794,124

Each of the foregoing directors was elected and received the affirmative vote of a plurality 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, 2012.

For Against Abstain
420,452,914 3,672,615 537,490

Broker Non-Votes: 0

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.

For Against Abstain
222,690,422 124,124,015 1,054,458

Broker Non-Votes: 76,794,124

The foregoing Proposal 3 was approved.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

Exhibit No. Description

10.1 MGM Resorts International Change of Control Policy for Executive Officers