MGM Resorts International entered into an amendment to its Voting Agreement on October 27, 2026, with People Incorporated (formerly IAC Inc.) and Barry Diller. The amendment modifies the terms under which the parties agreed to vote their shares and limits further share purchases.
Under the amended agreement, the parties and their controlled affiliates (Covered Entities) have agreed not to acquire additional securities of MGM Resorts if doing so would cause their aggregate beneficial ownership to exceed 29.9% of the Company’s outstanding common stock. The agreement specifies that increases resulting from the Company’s own repurchases or redemptions will not constitute a breach, provided the Covered Entities do not make further acquisitions while above the threshold.
The amendment also outlines voting protocols for stockholder matters. For votes on matters other than a change of control, Covered Entities must vote shares in excess of 25.73% of the total voting power in the same manner as the majority of other stockholders. Regarding change of control transactions, Covered Entities will vote all their shares in accordance with the recommendation of the Company’s Board of Directors, provided specific conditions are met, including that any directors designated by People serve on the transaction committee and the transaction is with an unaffiliated third party.
In exchange for compliance with these restrictions, MGM Resorts agreed not to implement any stockholder rights plan or defensive measure that is primarily designed to be adverse to the Covered Entities. The amendment also clarifies that a change of control will not be deemed to have occurred if the Covered Entities acquire a majority of voting power, unless the Board specifically approves it as a change of control under the agreement.
The filing notes that the amendment follows People’s withdrawal of a previously announced proposal to acquire MGM Resorts. The Company stated that the agreement provides the Board with a clear path to maximize value through share repurchases and potential change of control transactions, while emphasizing that neither the Company nor the Covered Entities are obligated to pursue or enter into any specific transaction.
