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): March 20, 2007
MGM MIRAGE
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction
of incorporation or organization)
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0-16760
(Commission File Number)
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88-0215232
(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))
TABLE OF CONTENTS
Item 5.02(d). Election of Directors.
On March 20, 2007, the Board of Directors of MGM MIRAGE, a Delaware corporation (the
“Company”), appointed Daniel J. Taylor 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. Additionally, Mr. Taylor shall serve on the Compensation Committee of the
Board of Directors of the Company.
Mr. Taylor currently serves as an executive of Tracinda Corporation, a corporation
wholly-owned by Kirk Kerkorian. Mr. Taylor also is a member of the Board of Directors of Inforte
Corporation where he serves as Chair of the Compensation Committee and a member of the Audit
Committee
There is no arrangement or understanding between Mr. Taylor and any other persons pursuant to
which he was appointed as a director of the Company. Furthermore, Mr. Taylor is not currently
engaged, and has not been engaged during the last fiscal year, in any related transaction with the
Company within the meaning of Section 404(a) of Regulation S-K, except in his capacity as an
officer of Tracinda Corporation. In addition, Mr. Taylor, as a member of the Board of Directors of
the Company and as a member of its Compensation Committee, 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 the transactions between Tracinda Corporation and the
Company, for the purposes of Section 404(a) of Regulation S-K, and the description of compensation
of directors of the Company were previously reported in the Company’s Definitive Proxy Statement
filed with the Securities and Exchange Commission (the “Commission”) on April 3, 2006, and are
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 March 22, 2007, in connection with the election of Mr. Taylor as a director of the Company,
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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Exhibits: |
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Description |
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Text of the press release of the Company dated March 22, 2007. |
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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. |