2018 Guide to Effective Proxies

2.17.1 CD&A table of contents | 253 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES Executive Compensation EXECUTIVE SUMMARY EXECUTIVE SUMMARY Page 38 EXECUTIVE COMPENSATION PROCESS Page 41 OBJECTIVES OF OUR COMPENSATION PROGRAM Page 42 ELEMENTS OF COMPENSATION Page 43 OTHER COMPENSATION MATTERS Page 50 Continued Focus on Performance-Based Compensation and Long-Term Incentives Mr. Murren and the other NEOs currently receive the majority of their compensation in the form of equity awards and an annual bonus payable only if performance goals established by the Compensation Committee are satisfied. The following charts illustrate for Mr. Murren and the other NEOs the components of 2017 target direct compensation (i.e., base salary, target bonus and the grant date value of long-term equity incentive awards). These charts illustrate the impact of our performance-based compensation structure, one element of which is that annual bonuses earned in excess of 100% of the executive’s base salary are payable (i) for the balance between base salary and the NEO’s target Bonus, 67% in the form of Bonus dRSUs, with the balance paid in cash and (ii) for the remainder, 33% in the form of Bonus dRSUs, with the balance paid in cash (the “Bonus dRSU Policy”). In prior years, 100% of the bonus payable in excess of a NEOs base salary was payable in performance share units subject to achievement of specified performance criteria. In November 2017, the Committee determined that the portion of the annual bonus payable in equity per the formula described above would be in the form of dRSUs going forward. As shown below, approximately 83.3% of the CEO’s target direct compensation and 75.9% of the target direct compensation of the other NEOs is composed of compensation where the value is determined based on the achievement of performance goals, the Company’s TSR or the Company’s TSR as compared to its peers. In addition, as illustrated by the chart below, the majority of the CEO’s target direct compensation for 2017 (61.1%) was in the form of long-term incentives (“LTIs”). Performance- Based LTIs Salary Performance- Based LTIs Target Bonus (payable in cash) Target Bonus (payable in cash) Salary Target Bonus dRSUs rPSUs RSUs PSUs Target Total Direct Compensation (CEO) Target Total Direct Compensation (Other NEOs) 15.0% 19.9% 15.0% 11.2% 22.2% 16.7% 14.7% 11.0% 11.0% 10.1% 29.1% 24.1% The above figures do not take into account the special cash bonuses made to the named executive officers, as described in the “ Other Cash-Based Awards ” section below. 38 MGM Resorts International 2018 Proxy Statement MGM RESORTS INTERNATIONAL