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): August 25, 2009
MGM MIRAGE
(Exact name of registrant as specified in its charter)
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| DELAWARE
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001-10362
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88-0215232 |
(State or other jurisdiction
of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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3600 Las Vegas Boulevard South, Las Vegas, Nevada
(Address of Principal Executive Offices)
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89109
(Zip Code) |
(702) 693-7120
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02(d). Election of Directors.
On August 25, 2009, the Board of Directors of MGM MIRAGE, a Delaware corporation (the
“Company”), appointed Joseph H. Sugerman, M.D., F.A.C.S. as a new director of the Company to serve as a member of the Company’s Board of Directors until the
Company’s next annual meeting or until his successor is elected
and qualified. Dr. Sugerman's election to the Board of Directors
is subject to required approvals or waivers from gaming regulators.
There is no arrangement or understanding between Dr. Sugerman and any other persons pursuant
to which he was appointed as a director of the Company. Furthermore, Dr. Sugerman is not currently
engaged, and has not been engaged since the beginning of the last fiscal year, in any related
transaction with the Company within the meaning of Section 404(a) of Regulation S-K. In addition,
upon receipt of the requisite gaming and other regulatory approvals, Dr. Sugerman, as a member of
the Board of Directors of the Company, will be entitled to receive fees paid and stock appreciation
rights granted by the Company to its directors who are not full-time employees of the Company. The
description of compensation of directors of the Company was previously reported in the Company’s
Definitive Proxy Statement filed with the Securities and Exchange Commission (the “Commission”) on
June 25, 2009, and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The following information set forth in this Item 7.01 of this Form 8-K, including the text of
the press release, attached as Exhibit 99 to this Form 8-K, is being furnished to, but not filed
with, the Commission.
On August 25, 2009, in connection with the election of Dr. Sugerman as a director of the
Company subject to gaming and other regulatory approvals, the Company issued a press release, a
copy of which is attached as Exhibit 99 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits
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Not applicable. |
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Not applicable. |
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Not applicable. |
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Exhibits: |
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| No. |
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Description |
99 *
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Text of the press release of the
Company dated August 28, 2009. |
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*
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Exhibit 99 is being furnished to the Commission pursuant to Item 7.01
and shall not be deemed filed with the Commission, nor shall it be
deemed incorporated by reference in any filing with the Commission
under the Securities Exchange Act of 1934 or the Securities Act of
1933, whether made before or after the date hereof and irrespective
of any general incorporation language in any filings. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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MGM MIRAGE
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| Date: August 28, 2009 |
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/s/ John M. McManus
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Name: |
John M. McManus |
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Title: |
Senior Vice President, Assistant General
Counsel & Assistant Secretary |
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