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Hitting the jackpot!

Most acquisitions provide a nice little incentive for the people running the company being taken over. In the proxy statement, this is usually described in the dry-sounding “Interests of Certain Persons in the Merger”, which typically appears somewhere in the middle of the proxy. But the numbers in Mandalay Bay’s (MBG) recent proxy are pretty eye-popping, even by Las Vegas standards. Mandalay’s top executives and directors will walk away $76.3 million richer, according to the proxy. And that’s just counting up the stock options and restricted stock that will automatically vest at $71 a share — what MGM Mirage (MGG) is paying for the company.

There’s also bonuses, gross-up payments, executive retirement and pension plans and retention bonuses. Among the biggest winners are CEO Michael Ensign, whose salary and bonus was around $4 million last year. He’s set to collect at least $28.7 million post-merger. Director William Richardson is set to collect $21.3 million according to the proxy. General Counsel Yvette Landau, whose salary and bonus was $800,000 last year, is set to collect nearly $5 million from stock, $1.5 million for tax gross-up, and what’s likely to be a significant chunk of the $11 million set aside for retention bonuses. Two Mandalay directors will also walk away happy, collecting more than $1 million post-deal, which isn’t too shabby for a part-time job.