People Incorporated has amended a voting agreement with MGM Resorts International and Barry Diller, effective October 27, 2026. The amendment updates the registrant's name from IAC Inc. to People Incorporated and modifies the terms governing the voting rights of the parties' combined holdings in MGM.
Under the updated agreement, the parties, collectively referred to as the Covered Entities, have agreed not to acquire additional securities of MGM if doing so would cause their aggregate beneficial ownership to exceed 29.9% of the company's outstanding common stock. However, increases in ownership resulting from MGM's own repurchases or redemptions will not violate this cap, provided the Covered Entities do not acquire further securities while above the threshold.
The amendment also details how the Covered Entities will vote their shares. For matters other than a change of control, they will vote any shares in excess of 25.73% of the total voting power in the same manner as the majority of other stockholders. For change-of-control transactions, they will vote in accordance with the recommendation of MGM's Board of Directors, provided specific conditions are met, such as the transaction being with an unaffiliated third party and providing equal consideration to the Covered Entities.
Additionally, the agreement stipulates that MGM will not implement shareholder rights plans or other defensive measures that are 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.
