ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(MGM Growth Properties LLC) |
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(MGM Growth Properties Operating Partnership LP) |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
* |
As a voluntary filer not subject to reporting requirements, MGM Growth Properties Operating Partnership LP has filed all reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months that would have been required had it been subject to such requirements. |
☒ | Accelerated filer | ☐ | Non-accelerated filer |
☐ |
Smaller reporting company | Emerging growth company |
Large accelerated filer | ☐ | Accelerated filer | ☐ | ☒ |
Smaller reporting company |
Emerging growth company |
Auditor Name: |
Auditor Location: |
PCAOB ID Number: |
Page |
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Item 10 |
1 |
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Item 11 |
7 |
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Item 12 |
28 |
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Item 13 |
31 |
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Item 14 |
36 |
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PART IV |
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Item 15 |
37 |
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43 |
Name |
Age | |
Katheryn Coleman |
62 | |
Charles Irving |
60 | |
John McManus |
55 | |
Corey Sanders |
58 | |
Paul Salem |
58 | |
Tom Roberts |
75 | |
Daniel J. Taylor |
65 |
• | Base salaries of $850,000 and $450,000 for the CEO and CFO, respectively. |
• | Annual bonus program for 2021: |
• | Target bonus opportunities of 150% and 85% of base salary as in effect as of January 1, 2021 for the CEO and CFO, respectively, with 100% of any bonuses earned in excess of target for the CEO paid in the form of Bonus Deferred restricted stock units (“Bonus Deferred RSUs”). Bonus Deferred RSUs are not subject to forfeiture in the case of termination and are not subject to the achievement of additional performance criteria following the date such Bonus Deferred RSUs are granted. The Board determined that this design feature was appropriate given that, by the time the Bonus Deferred RSUs are granted, the executive has already achieved the level of performance necessary in order to earn an annual bonus payout in an amount exceeding his target bonus. Bonus Deferred RSUs are payable over four years in annual installments of 25%. |
• | 2021 annual bonus opportunity based on the Company’s leverage at year end, dividend level in the fourth quarter and achievement of strategic objectives established for each of the NEOs. |
• | Bonus payout of 125% of target reflected estimated full year achievement of the leverage goal at 62% of target, achievement of the dividend goal at 175% and achievement of the strategic goals at 150%. |
• | Long-term incentives pursuant to the Company’s 2016 Omnibus Incentive Plan (the “MGP Omnibus Plan”): |
• | In 2021, in light of the VICI Transaction and as required by the transaction agreements, equity was delivered in restricted stock units (“RSUs”) only, vesting in 25% equal installments over the four-year period following the grant. |
• | No single trigger arrangements. so-called “single trigger” change of control benefits. |
• | Clawback policy. i.e. |
• | No golden parachute tax gross ups. so-called “golden parachute” excise taxes under Section 280G of the Code, the Company is not obligated to provide tax gross up protection to any of the Company’s executive officers. |
• | Prohibition on short sales, derivatives trading and pledging and hedging of Company securities. |
• | Executive officer share ownership guidelines |
• | attract talented and experienced NEOs and retain their services on a long-term basis; |
• | motivate the NEOs to achieve the Company’s annual and long-term operating and strategic goals; |
• | align the interests of the NEOs with the interests of the Company and those of the Company’s stockholders; and |
• | encourage the NEOs to balance the management of long-term risks and long-term performance with yearly performance. |
Latest Available Four Quarters ($ Millions) |
12-Month Average as of 12/31/21 ($ Millions) |
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Revenues |
Total Assets |
Market Cap |
Enterprise Value |
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VEREIT |
$ | 5,445 | Realty Income Corp | $ | 43,138 | VEREIT | $ | 32,849 | Alexandria RE | $ | 38,439 | |||||||||||||||
Alexandria RE |
$ | 2,126 | Alexandria RE | $ | 30,219 | Alexandria RE | $ | 28,142 | Realty Income Corp | $ | 36,387 | |||||||||||||||
Realty Income Corp |
$ | 2,082 | VEREIT | $ | 19,460 | Realty Income Corp | $ | 27,749 | VEREIT | $ | 35,747 | |||||||||||||||
VICI Properties |
$ | 1,510 | Kimco Realty | $ | 18,459 | VICI Properties | $ | 16,625 | VICI Properties | $ | 23,081 | |||||||||||||||
Kimco Realty |
$ | 1,365 | VICI Properties | $ | 17,597 | W. P. Carey | $ | 13,598 | W. P. Carey | $ | 20,077 | |||||||||||||||
W. P. Carey |
$ | 1,283 | W. P. Carey | $ | 15,481 | Gaming & Leisure Props | $ | 10,767 | Gaming & Leisure Props | $ | 16,346 | |||||||||||||||
Gaming & Leisure Props |
$ | 1,216 | Gaming & Leisure Props | $ | 10,690 | Kimco Realty | $ | 10,677 | Kimco Realty | $ | 16,236 | |||||||||||||||
Uniti Group |
$ | 1,101 | MGP (OP) |
$ |
10,431 |
Store Capital Corp | $ | 9,195 | Omega Healthcare | $ | 13,445 | |||||||||||||||
Omega Healthcare |
$ | 1,063 | Store Capital Corp | $ | 9,773 | Omega Healthcare | $ | 8,073 | Store Capital Corp | $ | 12,914 | |||||||||||||||
Macerich |
$ | 868 | Omega Healthcare | $ | 9,638 | National Retail Properties | $ | 7,967 | MGP (OP) |
$ |
12,168 |
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Store Capital Corp |
$ | 784 | Macerich | $ | 8,346 | MGP (OP) 1 |
$ |
7,738 |
National Retail Properties | $ | 11,352 | |||||||||||||||
MGP (OP) |
$ |
782 |
National Retail Properties | $ | 7,751 | MGP (MGP Only) |
$ |
5,535 |
Macerich | $ | 8,555 | |||||||||||||||
National Retail Properties |
$ | 726 | Spirit Realty Capital | $ | 7,331 | Spirit Realty Capital | $ | 5,437 | Spirit Realty Capital | $ | 8,218 | |||||||||||||||
Spirit Realty Capital |
$ | 608 | Sabra Health Care REIT | $ | 5,967 | Sabra Health Care REIT | $ | 3,601 | Uniti Group | $ | 7,777 | |||||||||||||||
EPR Properties |
$ | 525 | EPR Properties | $ | 5,801 | EPR Properties | $ | 3,593 | EPR Properties | $ | 6,463 | |||||||||||||||
Sabra Health Care REIT |
$ | 388 | iStar | $ | 4,841 | Lexington Realty Trust | $ | 3,551 | Sabra Health Care REIT | $ | 5,865 | |||||||||||||||
iStar |
$ | 385 | Uniti Group | $ | 4,809 | Macerich | $ | 3,171 | iStar | $ | 5,076 | |||||||||||||||
Lexington Realty Trust |
$ | 344 | Lexington Realty Trust | $ | 4,006 | Uniti Group | $ | 2,833 | Lexington Realty Trust | $ | 4,933 | |||||||||||||||
iStar | $ | 1,529 | ||||||||||||||||||||||||
75th Percentile |
$ |
1,365 |
$ |
17,597 |
$ |
13,598 |
$ |
20,077 |
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Median |
$ |
1,063 |
$ |
9,638 |
$ |
8,073 |
$ |
12,914 |
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25th Percentile |
$ |
608 |
$ |
5,967 |
$ |
3,593 |
$ |
7,777 |
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MGP (OP) Rank |
37P |
61P |
43P |
47P |
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MGP (MGP Only) Rank |
38P |
1 |
Calculated as MGP’s 12-month average market cap ($5.535B) plus the value of noncontrolling interests ($2.203B) as reported in MGP’s most-recently filed balance sheet. |
COMPENSATION ELEMENT |
OBJECTIVE | |
Annual base salary | Attract and retain executives by fairly compensating them for performing the fundamental requirements of their positions. | |
Annual incentive bonus | Motivate executives to achieve specific annual financial and/or operational goals and objectives whose achievements are critical for near-and long-term success; reward executives directly in relationship to the degree those goals are achieved in a given year; and attract executives with an interest in linking their compensation rewards, including greater upside bonus potential, directly to increased corporate performance. | |
Long-term incentives | Align executives’ long-term interests with stockholders’ interests and drive decision making and goal achievement that will help the Company remain competitive and thrive in the competitive REIT industry; attract executives with an interest in creating long-term stockholder value; reward executives for building and sustaining stockholder value; and retain executives both through growth in their equity value and the vesting provisions of the Company’s share awards. | |
Deferred compensation opportunities | Promote retention and provide individual tax planning flexibility by providing opportunities to postpone receipt of compensation until the end of covered employment. | |
Severance and change of control benefits; employment agreements | Attract, retain and provide reasonable security to executives; encourage executives to make sound decisions in the interest of the Company’s long-term performance, regardless of personal employment risk. | |
Perquisites | Provide a competitive level of perquisites. |
• | Mr. Stewart’s target bonus was $1,275,000 and Mr. Chien’s target bonus was $382,500; |
• | The maximum bonus for each NEO was 175% of his target bonus; there was no minimum bonus amount required to be paid, and the Board retained discretion to pay no bonus in the event of poor performance by the NEO or the Company; |
• | 100% of any bonus amount earned above the target bonus for the CEO would only be paid in the form of Bonus Deferred RSUs that pay out in 25% installments over the four-year period following the grant date; and |
• | In 2021, the Compensation Committee determined that it was in the best interests of the Company to introduce objective financial goals into the annual bonus program in addition to the strategic goals from prior year bonus programs. These two financial goals (each weighted 40%) consisted of: leverage at year end (i.e., pro rata indebtedness divided by pro rata adjusted EBITDA, as these terms are defined in the bonus letter), and the dividend level during the fourth quarter. The strategic goals (weighted in total 20%) consisted of the achievement of certain strategic objectives (including (a) investor relations activity, (b) analyst coverage, (c) long-term strategic planning in partnership with the senior management team of MGM and (d) individual leadership performance). |
• | Projected pro-rata year-end leverage ratio, adjusted for MGM Springfield, which resulted in a payout level of 62% of a NEOs target bonus in respect of this metric. |
• | A fourth quarter dividend of $0.525 per Class A share, resulting in a payout of 175% of a NEOs target bonus in respect of this metric. |
• | Mr. Stewart’s and Mr. Chien’s significant contributions in connection with the VICI Transaction, the acquisition of the real property of MGM Springfield from MGM, and assisting on MGM’s sale of the operating assets of The Mirage to a third party operator. |
• | Mr. Stewart’s and Mr. Chien’s efforts in investor relations, particularly in light of the continued challenges created by the COVID-19 pandemic and MGM’s execution of its asset light strategy, including the monetization of its operating partnership units. |
• | Mr. Stewart’s and Mr. Chien’s successful execution of an equity offering of approximately 22 million Class A shares to partially fund MGP’s redemption of 37.1 million of MGM’s Operating Partnership units. |
PERFORMANCE LEVEL |
RELATIVE TOTAL STOCKHOLDER RETURN PERCENTILE |
VESTED % OF TARGET SHARES |
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Maximum |
90 | th or greater |
160 | % | ||||
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80 | th |
145 | % | |||||
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70 | th |
130 | % | |||||
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60 | th |
115 | % | |||||
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Target |
50 | th |
100 | % | ||||
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40 | th |
75 | % | |||||
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30 | th |
50 | % | |||||
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Threshold |
Below 30 | th |
0 | % | ||||
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NEO |
AWARD TYPE |
GRANT DATE |
UNITS |
GRANT DATE FAIR VALUE OF AWARDS($) |
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Mr. Stewart |
RSU | 10/27/2021 | 59,500 | $ | 2,380,000 | |||||||||||
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Mr. Chien |
RSU | 10/27/2021 | 29,750 | $ | 1,190,000 | |||||||||||
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NAME AND TITLE |
YEAR |
SALARY (A) |
STOCK AWARDS (B) |
NON-EQUITY INCENTIVE PLAN COMPENSATION (C) |
ALL OTHER COMPENSATION (D) |
TOTAL |
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James C. Stewart |
2021 | $ | 850,000 | $ | 2,380,000 | $ | 1,592,738 | $ | 50,871 | $ | 4,873,609 | |||||||||||||
Chief Executive Officer |
2020 | 850,000 | 2,000,000 | 1,275,000 | 44,329 | 4,169,329 | ||||||||||||||||||
2019 | 833,562 | 2,000,000 | 1,200,000 | 43,040 | 4,076,602 | |||||||||||||||||||
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Andy H. Chien |
2021 | $ | 450,000 | $ | 1,190,000 | $ | 477,821 | $ | 29,667 | $ | 2,147,488 | |||||||||||||
Chief Financial Officer and Treasurer |
2020 | 450,000 | 1,000,000 | 382,500 | 26,630 | 1,859,130 | ||||||||||||||||||
2019 | 433,562 | 1,000,000 | 340,000 | 26,511 | 1,800,073 |
(A) | See “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Annual Base Salary.” |
(B) | For 2021, consists solely of Restricted Stock Units (“RSUs”) granted under the MGP Omnibus Plan. For RSU awards, reflects the grant date value of such awards as determined in accordance FASB ASC 718. For 2020 and 2019 consists of RSU and performance share unit (“PSU”) awards. With respect to the PSUs, in order for the target number of shares to be paid (the “Target Shares”), MGP’s TSR over a three-year performance period must be at the 50th percentile of the select group of MGP’s peers over the same period. No Class A shares in respect of PSUs are issued unless the TSR is equal to or greater than the 30th percentile of the peer group, and the maximum payout is 160% of the Target Shares, if MGP’s TSR is equal to or greater than the 90th percentile of the peer group over the three-year performance period. |
(C) | The amounts reflected in this column are the gross amounts of each NEOs’ annual bonus award earned in respect of the applicable fiscal year. For Mr. Stewart, the amounts shown for 2021 and 2019 include the amounts earned in excess of his annual base salary for the applicable fiscal year that was paid in the form of Bonus Deferred RSUs in respect of 2019 and 2021 performance. For 2019 performance, 67% of any amount earned in between a NEO’s base salary and target bonus was paid in Bonus Deferred RSUs (with remainder paid in cash) and 33% of any bonus amount earned in excess of target was paid in Bonus Deferred RSUs (with the remainder in cash). For 2020 performance, 100% of his annual bonus award was paid in cash since his bonus did not exceed the target bonus. For 2021 performance, all amounts in excess of Mr. Stewarts target bonus were paid in Bonus Deferred RSUs (with the remainder paid in cash). For Mr. Chien, 100% of his annual bonus award was paid in cash for 2019, 2020, and 2021. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Bonus” for more details. The cash-portion of such amounts were each paid in a lump sum in the first quarter of the following fiscal year for 2019 and 2020 and for 2021, the cash portion was paid in December 2021. |
(D) | All other compensation consists of health plan expenses, life insurance premiums and benefits, and 401K match contributions. |
GRANT DATE |
ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLANAWARDS (A) |
ESTIMATED NUMBER OF SHARES FOR FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (B) |
GRANT DATE FAIR VALUE OF STOCK AWARDS |
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NAME |
THRESHOLD |
TARGET |
MAXIMUM |
THRESHOLD |
TARGET |
MAXIMUM |
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Mr. Stewart |
N/A | $ | — | $ | 1,275,000 | $ | 2,231,250 | — | — | — | $ | — | ||||||||||||||||||||
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10/27/2021 | (C) |
— | — | — | — | 59,500 | — | $ | 2,380,000 | |||||||||||||||||||||||
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Mr. Chien |
N/A | $ | — | $ | 382,500 | $ | 669,375 | — | — | — | $ | — | ||||||||||||||||||||
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10/27/2021 | (C) |
— | — | — | — | 29,750 | — | $ | 1,190,000 |
(A) | Pursuant to the terms of the Annual Bonus Program for 2021, 100% of any bonus earned in excess of target for the CEO would be paid in the form of Bonus Deferred RSUs. As a result, Mr. Stewart received a Bonus Deferred RSU award in the first quarter of 2022 with a grant date value of $317,738. See “Executive Compensation—Compensation Discussion and Analysis — |
(B) | See note (B) to the Summary Compensation Table above. Number of units shown does not include dividend equivalent rights credited during 2021, because the grant date fair value of awards takes into account the value of quarterly dividends. |
(C) | RSU award granted under the MGP Omnibus Plan. |
OPTION/SAR AWARDS |
SHARE AWARDS (RSUs AND PSUs) |
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NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS/SARS |
OPTION/ SAR EXERCISE |
OPTION/ SAR EXPIRATION |
SHARES THAT HAVE NOT VESTED (RSUs) |
EQUITY INCENTIVE PLAN AWARDS: UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (PSUs) |
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NAME |
EXERCISABLE |
UN-EXERCISABLE |
PRICE |
DATE |
NUMBER |
VALUE (H) |
NUMBER |
VALUE (G) |
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Mr. Stewart |
— | — | — | — | 4,457 | (A) |
$ | 182,068 | — | — | ||||||||||||||||||||||
— | — | — | — | 8,848 | (B) |
361,441 | — | — | ||||||||||||||||||||||||
— | — | — | — | 22,632 | (C) |
924,517 | — | — | ||||||||||||||||||||||||
— | — | — | — | 59,500 | (D) |
2,430,575 | — | — | ||||||||||||||||||||||||
— | — | — | — | — | — | 16,987 | (E) |
$ | 693,919 | |||||||||||||||||||||||
Mr. Chien |
— | — | — | — | 2,227 | (A) |
$ | 90,973 | — | — | ||||||||||||||||||||||
— | — | — | — | 4,423 | (B) |
180,680 | — | — | ||||||||||||||||||||||||
— | — | — | — | 11,315 | (C) |
462,218 | — | — | ||||||||||||||||||||||||
— | — | — | — | 29,750 | (D) |
1,215,288 | — | — | ||||||||||||||||||||||||
— | — | — | — | — | — | 8,493 | (E) |
$ | 346,939 |
(A) | RSU award scheduled to vest on 4/23/22. |
(B) | RSU award scheduled to vest in equal installments on each of 11/4/22 and 11/4/23. |
(C) | RSU award scheduled to vest in equal installments on each of 10/5/22, 10/5/23, and 10/5/24. |
(D) | RSU award scheduled to vest in equal installments on each of 10/27/22, 10/27/23, 10/27/24, and 10/27/25. |
(E) | PSU award scheduled to vest on 11/4/22. The outstanding 2019 and 2020 PSUs for each NEO were accelerated and vested at target in December 2021, with each NEO entitled to earn an incremental amount at the end of the performance period should the ultimate payout exceed the target amount of the award. Amounts reflected in the table above represent incremental shares in excess of target and their associated fair value as of December 31, 2021. |
STOCK AWARDS (RSUs) |
STOCK AWARDS (PSUs) |
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NAME |
NUMBER OF SHARES ACQUIRED ON VESTING (#) |
VALUE REALIZED ON VESTING (A) |
NUMBER OF SHARES ACQUIRED ON VESTING (#) |
VALUE REALIZED ON VESTING |
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James C. Stewart |
43,609 | $ | 1,526,082 | 151,579 | $ | 5,755,271 | ||||||||||
Andy H. Chien |
10,509 | 387,808 | 73,148 | 2,784,735 |
(A) | The value realized on vesting of RSUs is equal to the closing market price of the Company’s common stock on the applicable date of vesting, times the number of shares acquired upon vesting. The number of shares and value realized on vesting includes shares that were withheld at the time of vesting to satisfy tax withholding requirements. The 2019 and 2020 PSU awards for each of Messrs. Stewart and Chien were accelerated in December of 2021 at target, entitling each of Mr. Stewart and Chien to 93,447 and 46,724 shares, respectively. |
SEVERANCE (A) |
VESTING OF RSUs (B)(C) |
VESTING OF PSUs (B)(C)(D) |
OTHER (F) |
TOTAL |
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Death or Disability |
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Mr. Stewart |
$ | 212,500 | $ | 3,898,601 | $ | 693,919 | $ | — | $ | 4,805,020 | ||||||||||
Mr. Chien |
112,500 | 1,949,158 | 346,939 | — | 2,408,597 | |||||||||||||||
Company Terminates Without Good Cause |
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Mr. Stewart |
2,125,000 | 1,278,605 | 693,919 | 72,833 | 4,170,357 | |||||||||||||||
Mr. Chien |
832,500 | 639,180 | 346,939 | 39,542 | 1,858,161 | |||||||||||||||
NEO Terminates Without Good Cause/Company Terminates With Good Cause |
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Mr. Stewart |
— | — | — | — | — | |||||||||||||||
Mr. Chien |
— | — | — | — | — | |||||||||||||||
NEO Terminates With Good Cause |
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Mr. Stewart |
2,125,000 | 1,278,605 | 693,919 | 72,833 | 4,170,357 | |||||||||||||||
Mr. Chien |
832,500 | 639,180 | 346,939 | 39,542 | 1,858,161 | |||||||||||||||
Change of Control (E) |
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Mr. Stewart |
4,250,000 | 3,898,601 | 693,919 | 98,743 | 8,941,263 | |||||||||||||||
Mr. Chien |
1,665,000 | 1,949,158 | 346,939 | 56,335 | 4,017,432 |
(A) | This column does not include any unpaid prior year bonuses that were earned prior to the date of termination. |
(B) | The value of outstanding RSUs and PSUs (including any accelerated or continued vesting that would occur under each of these termination scenarios) is based on the closing price of the Company’s Class A shares on December 31, 2021, which was $40.85. |
(C) | For purposes of the calculation of any continued or accelerated vesting in respect of outstanding equity awards, (1) we have assumed that in connection with each NEO’s termination, such NEO was eligible for the maximum post-termination continued and accelerated vesting period applicable to each award, which may not be the case if an actual termination were to occur, and (2) we have treated continued vesting of awards in the same manner as accelerated vesting based on the Class A share price on December 31, 2021. |
(D) | Assumes that December 31, 2021 was end of the performance period for PSUs. At December 31, 2021, performance measured on the 2020 PSU awards resulted in a payout below target and therefore would result in no incremental shares vesting. As such, no value for the 2020 PSU awards is reflected in the above table. |
(E) | Assumes each NEO’s employment terminates (other than as a result of a termination by the Company for good cause or by the NEO without good cause) in connection with a change of control. In general, no benefits are payable solely as a result of a change of control ( i.e |
(F) | Represents the estimated value of COBRA payments payable in connection with the applicable triggering event. |
NAME |
FEES EARNED OR PAID IN CASH |
SHARE AWARDS (A)(B) |
ALL OTHER COMPENSATION |
TOTAL |
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Kathryn Coleman |
$ | 115,000 | (C) |
$ | 135,000 | (C) |
— | $ | 250,000 | |||||||
Charles Irving |
112,500 | (C) |
135,000 | (C) |
— | 247,500 | ||||||||||
Thomas Roberts |
155,000 | 135,000 | (C) |
— | 290,000 | |||||||||||
Paul Salem |
151,250 | (C) |
135,000 | (C) |
— | 286,250 | ||||||||||
Daniel J. Taylor |
130,000 | 135,000 | — | 265,000 |
(A) | The amount reflected in this column is the grant date fair value of 2021 RSU awards, computed in accordance with FASB ASC 718. Ms. Coleman, Mr. Irving, Mr. Roberts, Mr. Salem, and Mr. Taylor received a grant of 3,866 RSUs in May 2021. Each of these awards had a grant date fair value of $135,000 and will vest on May 5, 2022. |
(B) | At December 31, 2021, each director listed in the table above held the following RSUs, which were granted in 2021, and as of December 31, 2021 were not fully vested, and deferred stock units (including dividend equivalent rights associated with these awards): Ms. Coleman, 14,498; Mr. Irving, 14,241; Mr. Roberts, 52,333; Mr. Salem, 24,212; and Mr. Taylor, 34,699. |
(C) | All or a portion of these amounts were deferred pursuant to the Company’s Deferred Compensation Plan for Non-Employee Directors. |
Annual Board Cash Retainer |
$95,000 | |
Additional Annual Cash Retainer for Chairman |
$75,000 | |
Committee Member Retainer |
$10,000 | |
Additional Annual Cash Retainer for Lead Independent Director |
$30,000 | |
Additional Annual Cash Retainer for Chair of Audit Committee |
$20,000 | |
Additional Annual Cash Retainer for Chair of the Compensation Committee |
$15,000 | |
Annual Equity |
$135,000 in RSUs, vesting at the earlier of the first anniversary of grant or the next annual meeting | |
Deferred Compensation Plan |
Cash retainers and RSU awards may be voluntarily deferred for later payment | |
Share Ownership Guidelines/Retention Requirements |
Ownership guideline equal to 3x the annual board cash retainer, with a 5-year compliance period from initialelection to the Board | |
Per-Meeting Compensation |
None |
NAME (A) |
CLASS A SHARES (B) |
OPTIONS/SARs/ RSUs EXERCISABLE OR VESTING WITHIN 60 DAYS (C)(D) |
TOTAL SHARES BENEFICIALLY OWNED (C)(D) |
PERCENT OF CLASS |
DEFERRED SHARE UNITS (D)(E) |
|||||||||||||||
Andy H. Chien |
104,434 | 2,258 | 106,692 | * | — | |||||||||||||||
Kathryn Coleman |
— | — | — | — | 15,429 | |||||||||||||||
Charles Irving |
1,000 | — | 1,000 | * | 15,169 | |||||||||||||||
John M. McManus |
27,582 | — | 27,582 | * | — | |||||||||||||||
Thomas Roberts |
5,228 | — | 5,228 | * | 53,043 | |||||||||||||||
Paul Salem |
— | — | — | — | 25,625 | |||||||||||||||
Corey I. Sanders |
235,741 | (F) |
— | 235,741 | * | — | ||||||||||||||
James C. Stewart |
241,038 | (G) |
4,518 | 245,556 | * | — | ||||||||||||||
Daniel J. Taylor |
— | 4,024 | 4,024 | * | 31,145 | |||||||||||||||
All directors and executive officers as a group (9 persons) |
615,023 | 10,800 | 625,823 | * | 140,411 |
* | Less than 1% |
(A) | The address for the persons listed in this column is 1980 Festival Plaza Drive, Suite 750, Las Vegas, Nevada 89135. |
(B) | All Class A shares represent limited liability company interests. |
(C) | Deferred share units are excluded from shares beneficially owned. Except as otherwise indicated, and subject to applicable community property and similar laws, the persons listed as beneficial owners of the shares have sole voting and investment power with respect to such shares. |
(D) | Does not include dividend equivalents that will be credited to the holders’ account on April 14, 2022 with the number of additional dividend equivalents based on the closing price of MGP’s Class A shares on April 14, 2022. |
(E) | Represents deferred share units under the MGM Growth Properties LLC 2016 Deferred Compensation Plan for non-employee directors. Each deferred share unit is the economic equivalent of one Class A share. The deferred share units become payable upon termination of service as a director. |
(F) | Includes 128,200 held in trust and 100,000 in family partnership. |
(G) | Includes 2,028 shares held by spouse. |
NAME AND ADDRESS |
SHARES BENEFICIALLY OWNED (A) |
PERCENT OF CLASS |
||||||
MGM Resorts International 3600 Las Vegas Boulevard South Las Vegas, Nevada 89109 |
1 | (B) |
100 | % | ||||
Capital Research Global Investors 333 South Hope Street Los Angeles, California 90071 |
12,429,030 | (C)(D) |
7.93 | % | ||||
Capital World Investors 333 South Hope Street Los Angeles, California 90071 |
11,065,000 | (C)(E) |
7.06 | % | ||||
Barrow Hanley Global Investors 2200 Ross Avenue, 31 st Floor Dallas, Texas 75201-2761 |
9,404,327 | (C)(F) |
6.00 | % | ||||
The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355 |
8,583,893 | (C)(G) |
5.48 | % |
(A) | Except as otherwise indicated, the persons listed as beneficial owners of the shares have sole voting and investment power with respect to such shares. |
(B) | Class B share. |
(C) | Class A shares. |
(D) | Based upon a Schedule 13G/A filed by Capital Research Global Investors with the SEC on February 11, 2022. Reflects sole voting power and sole dispositive power of 12,429,030 shares. Capital Research Global Investors is a division of Capital Research and Management Company. |
(E) | Based upon a Schedule 13G filed by Capital World Investors with the SEC on February 11, 2022. Reflects sole voting power and sole dispositive power of 11,065,000 shares. Capital World Investors is a division of Capital Research and Management Company. |
(F) | Based upon a Schedule 13G filed by Barrow Hanley Global Investors with the SEC on February 10, 2022. Reflects sole voting power of 7,941,846 shares and sole dispositive power of 9,404,327 shares. Reflects shared voting power of 1,426,481 shares. |
(G) | Based upon a Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2022. Reflects sole dispositive power of 8,492,975 shares. Reflects shared voting power of 25,921 shares and shared dispositive power of 90,918 shares. |
NAME (A) |
COMMON STOCK |
OPTIONS/ SARs/ RSUs EXERCISABLE OR VESTING WITHIN 60 DAYS (B) |
TOTAL SHARES BENEFICIALLY OWNED (B) |
PERCENT OF CLASS |
DEFERRED STOCK UNITS (C) |
|||||||||||||||
Andy H. Chien |
— | — | — | — | — | |||||||||||||||
Kathryn Coleman |
— | — | — | — | — | |||||||||||||||
Charles Irving |
— | — | — | — | — | |||||||||||||||
John M. McManus |
56,969 | 6,528 | 63,497 | * | — | |||||||||||||||
Thomas Roberts |
— | — | — | — | ||||||||||||||||
Paul Salem |
1,517,000 | — | 1,517,000 | * | 62,043 | |||||||||||||||
Corey I. Sanders |
352,265 | (D) |
8,855 | 361,120 | * | — | ||||||||||||||
James C. Stewart |
456 | — | 456 | * | — | |||||||||||||||
Daniel J. Taylor |
— | 4,499 | 4,499 | * | 79,460 | |||||||||||||||
All directors and executive officers as a group (9 persons) |
1,926,690 | 19,882 | 1,946,572 | * | 141,503 |
* | Less than 1%. |
(A) | The address for the persons listed in this column is 1980 Festival Plaza Drive, Suite 750, Las Vegas, Nevada 89135. |
(B) | Deferred stock units are excluded from shares beneficially owned. Except as otherwise indicated, and subject to applicable community property and similar laws, the persons listed as beneficial owners of the shares have sole voting and investment power with respect to such shares. |
(C) | All deferred stock units previously held and RSUs to be deferred within 60 days by Non-Employee Directors, including deferral RSUs as of April 1, 2022. Deferred stock units are payable either in a lump sum or installments, at the director’s election, with the lump sum or first installment payable within 90 days of the first day of the month following the director’s separation from the Board. |
(D) | Includes 36,465 shares held in trust. |
2021 | 2020 | |||||||
Audit fees |
$ | 1,184,000 | $ | 1,340,000 | ||||
Audit-related fees |
— | — | ||||||
Tax fees |
56,000 | 78,000 | ||||||
All other fees |
— | — | ||||||
Total |
$ | 1,240,000 | $ | 1,418,000 |
ITEM 15. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
† | Portions of this Exhibit have been omitted pursuant to Rule 24b-2, are filed separately with the SEC and are subject to a confidential treatment request |
* | Management contract or compensatory plan or arrangement. |
** | Exhibits 32.1, 32.2, 32.3, and 32.4 shall not be deemed filed with the SEC, nor shall they be deemed incorporated by reference in any filing with the SEC under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. |
ITEM 16. |
FORM 10-K SUMMARY |
MGM Growth Properties LLC | ||
By: | /s/ James C. Stewart | |
James C. Stewart | ||
Chief Executive Officer (Principal Executive Officer) |
Signature |
Title |
Date | ||
/s/ James C. Stewart |
Chief Executive Officer | April 13, 2022 | ||
James C. Stewart | (Principal Executive Officer) | |||
/s/ Andy H. Chien |
Chief Financial Officer and Treasurer | April 13, 2022 | ||
Andy H. Chien | (Principal Financial and Accounting Officer) |
By: | MGM Growth Properties OP GP LLC | |
By: | /s/ James C. Stewart | |
Name: James C. Stewart Title: Chief Executive Officer (Principal Executive Officer) |
Signature |
Title |
Date | ||
/s/ James C. Stewart |
Chief Executive Officer | April 13, 2022 | ||
James C. Stewart | (Principal Executive Officer) | |||
/s/ Andy H. Chien |
Chief Financial Officer and Treasurer | April 13, 2022 | ||
Andy H. Chien | (Principal Financial and Accounting Officer) |