Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 25, 2012, the Board of Directors of MGT Capital Investments, Inc. ("we," "us," "our," or the "Company") approved the compensation arrangements for Mr. Robert Ladd, our President and Chief Executive Officer and Director and Mr. Robert Traversa, our Chief Financial Officer and Director respectively (collectively, the "Executives," individually, an "Executive").

In addition to other non-material adjustments to his compensation arrangements, Mr. Ladd is entitled to receive an award of 85,000 shares of restricted common stock, par value $0.001 of the Company (the "Restricted Stock") granted pursuant to the Company's 2012 Stock Incentive Plan (the "Plan"). Such Restricted Shares shall vest in 3 semi-annual installments- the first two installments shall be 28,333 Restricted Shares each and the last installment shall be 28,334 Restricted Shares, vesting on December 25, 2012, June 25, 2013, and December 25, 2013 respectively and shall be subject to additional conditions, modifications or cancellation at the discretion of the Board or the Compensation Committee of the Board under the Plan.

In addition to other non-material adjustments to his compensation arrangements, Mr. Traversa is entitled to receive an award of 75,000 Restricted Shares granted pursuant to the Plan. Such Restricted Shares shall vest in 3 semi-annual installments of 25,000 Restricted Shares each, vesting on December 25, 2012, June 25, 2013, and December 25, 2013 respectively and shall be subject to additional conditions, modifications or cancellation at the discretion of the Board or the Compensation Committee of the Board under the Plan.