People Inc amends MGM voting pact, caps stake at 29.9%

People Inc. (PPLI), formerly IAC Inc., said in a regulatory filing that it amended its voting agreement with MGM Resorts International and Barry Diller. The amendment was entered into on Oct. 27, 2026, and changes an agreement dated April 3, 2026.

As of the effective date, People, Diller and their controlled affiliates together beneficially owned 66,822,350 shares of MGM common stock, according to the amendment filed as Exhibit 99.1.

The amendment sets a 29.9% ceiling on their ownership. The group may not acquire MGM securities or derivatives that would take its aggregate beneficial ownership above 29.9% of MGM's outstanding common stock. An increase caused by MGM's own repurchases or redemptions does not count as a breach, as long as the group makes no further acquisitions while above that level.

On matters other than a change of control, the group will vote any shares above 25.73% of MGM's total voting power in the same manner as the majority of other holders voting on that matter.

On a change-of-control vote, the group will follow the MGM board's recommendation if four conditions are met. Designees of People must serve on any board transaction committee, unless doing so would create a conflict under Delaware law. The buyer must be unaffiliated with MGM. The group must receive the same form and amount of consideration per share as other holders, unless it agrees otherwise. The deal may not impose new restrictions on the group after closing. If any condition fails, the group has no voting restrictions for that transaction.

MGM agreed not to adopt a stockholder rights plan or other defensive measure that is primarily designed to be adverse to the group, or that MGM knows would be disproportionately adverse to it, while the group complies with the agreement. The restriction does not cover statements MGM makes in a proxy contest the group starts, or actions aimed at third parties buying the group's shares. The group must give MGM at least four business days' notice before selling to such a third party.

The amendment also says a change of control will not result from the group acquiring a majority of MGM's voting power, unless the MGM board specifically approves that transaction as a change of control under the agreement.

The filing does not say why the parties amended the agreement. It states that all other terms, including the termination provisions, remain unchanged and in full force. The amendment was signed by MGM Chief Executive Officer and President William J. Hornbuckle, People Chief Financial Officer Timothy Quinn and Diller.