8-K

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): May 5, 2020

MGM Growth Properties LLC

MGM Growth Properties Operating Partnership LP

(Exact name of registrant as specified in its charter)

DELAWARE (MGM Growth Properties LLC)	001-37733	47-5513237
DELAWARE (MGM Growth Properties Operating Partnership LP)	333-215571	81-1162318
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1980 Festival Plaza Drive, Suite #750, Las Vegas, NV 89135

(Address of principal executive offices – Zip Code)

(702) 669-1480

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Shares of MGM Growth Properties LLC, No Par Value	MGP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

MGM Growth Properties LLC	☐
MGM Growth Properties Operating Partnership LP	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

MGM Growth Properties LLC	☐
MGM Growth Properties Operating Partnership LP	☐

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

(b) On May 5, 2020, Michael Rietbrock and Robert Smith each informed MGM Growth Properties LLC (the “Company”) that they have decided not to stand for re-election at the Company’s 2020 Annual Meeting of Shareholders (the “Annual Meeting”). Neither Mr. Rietbrock’s nor Mr. Smith’s decision not to stand for re-election was a result of a disagreement with the Company on any matter relating to the operations, policies or practices of the Company. Shareholders who have cast a vote for the election of directors do not need to take any further action at this time. Shareholders who wish to change their vote may do so by voting virtually at the Annual Meeting while the polls are open. Since Messrs. Rietbrock and Smith are no longer standing for re-election, votes for Messrs. Rietbrock and Smith will no longer be cast for either candidate.

SIGNATURES

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, thereunto duly authorized.

	MGM Growth Properties LLC
Date: May 5, 2020	By:	/s/ Andrew Hagopian III
	Name:	Andrew Hagopian III
	Title:	Secretary
	MGM Growth Properties Operating Partnership LP
Date: May 5, 2020	By:	/s/ Andrew Hagopian III
	Name:	Andrew Hagopian III
	Title:	Secretary

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Cover Page	May 05, 2020
Entity Information [Line Items]
Title of 12(b) Security	Class A Shares of MGM Growth Properties LLC, No Par Value
Entity Address, Address Line One	1980 Festival Plaza Drive, Suite #750
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37733
Entity Tax Identification Number	47-5513237
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89135
City Area Code	702
Local Phone Number	669-1480
Document Period End Date	May 05, 2020
Entity Registrant Name	MGM Growth Properties LLC
Trading Symbol	MGP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Document Type	8-K
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Amendment Flag	false
Entity Central Index Key	0001656936
MGM Growth Properties [Member]
Entity Information [Line Items]
Entity Incorporation, State or Country Code	DE
Entity File Number	333-215571
Entity Tax Identification Number	81-1162318
Entity Registrant Name	MGM Growth Properties Operating Partnership LP
Entity Emerging Growth Company	false