MGM Resorts amends voting agreement with People and Barry Diller

MGM Resorts International (MGM) said in a regulatory filing on Oct. 28 that it amended its voting agreement with People Incorporated, formerly IAC Inc., and Barry Diller. The amendment follows People's withdrawal of its previously announced proposal to acquire MGM Resorts.

The original Voting Agreement is dated April 3, 2026. The company said its termination provisions and all other terms not expressly modified remain unchanged.

Under the amendment, People, Diller and their controlled affiliates, collectively the Covered Entities, agreed not to buy MGM shares or related derivatives if that would lift their combined beneficial ownership above 29.9% of the company's outstanding common stock.

Increases above that level caused by the company's own repurchases, redemptions or other acquisitions of its securities will not count as a breach. The Covered Entities must make no further acquisitions while they remain above 29.9%.

When a matter other than a change of control transaction goes to a stockholder vote or consent, the Covered Entities will vote any voting securities above 25.73% of total voting power in the same manner as the majority of other holders who vote.

For a change of control transaction, the Covered Entities will vote their shares in line with the Board's recommendation, provided several conditions are met. Among them, directors designated by People must serve on any transaction committee, unless they decline or would face a conflict under Delaware law.

The other conditions require a buyer unaffiliated with the company, the same form and amount of consideration per share for the Covered Entities as for other holders of the same class, and no new restrictions on them in the surviving entity. If any condition is not met, the Covered Entities will not be subject to voting restrictions for that transaction.

For as long as the Covered Entities comply with the agreement, the company agreed not to adopt a stockholder rights plan or other defensive measure primarily designed to be adverse to them. The restriction does not cover statements made in a proxy contest or actions directed at third parties buying a significant percentage of voting securities from the Covered Entities.

The amendment also provides that a change of control will not result from the Covered Entities acquiring a majority of total voting power, unless the Board specifically approves that transaction as a change of control under the agreement.

In a press release issued the same day and attached to the filing as Exhibit 99.1, Paul Salem, Chairman of the MGM Resorts Board, said: “This agreement provides the Board with a clear path to maximize value through share repurchases and a change of control transaction, if applicable, in accordance with the Board’s fiduciary duties.”

The release describes Diller as an MGM Resorts director. The agreement does not obligate MGM Resorts or the Covered Entities to pursue or enter into any transaction, and the company said none is contemplated. The company said it remains committed to executing its operational strategy.

The full amendment is filed as Exhibit 10.1 to the 8-K.