MGM Resorts International filed a Form 8-K on October 28, 2026, disclosing that on October 27, 2026, it entered into an amendment to its Voting Agreement with People Incorporated (formerly known as IAC Inc.) and Barry Diller.

Key Highlights

  • Ownership cap established: People Incorporated, Barry Diller, and their controlled affiliates collectively agreed not to acquire securities that would cause their aggregate beneficial ownership to exceed 29.9% of MGM's outstanding common stock.
  • Excess voting constraint: For non-change-of-control stockholder votes, the covered entities must vote any voting securities exceeding 25.73% of total voting power in line with the majority of unaffiliated stockholders.
  • Change-of-control voting rule: In a change-of-control vote, the covered entities must vote all their voting securities in accordance with the Board's recommendation, subject to specified conditions.
  • Anti-defensive-measure commitment: The company agreed not to implement any stockholder rights plan or other defensive measure primarily designed or intended to be adverse to the covered entities, so long as they remain in compliance with the Voting Agreement.
  • Original agreement date: The Voting Agreement being amended was originally dated April 3, 2026.
  • Press release issued: The company issued a press release on October 28, 2026, announcing the amendment.

MGM Resorts and People Inc. Revise Ownership and Voting Terms in October 2026 Amendment

According to the filing, MGM Resorts International (NYSE:MGM) entered into an amendment on October 27, 2026, to a Voting Agreement originally dated April 3, 2026, with People Incorporated, a Delaware corporation formerly known as IAC Inc., and Barry Diller. The filing states that except as expressly modified by the amendment, "the terms and conditions of the Voting Agreement, including the termination provisions thereof, remain unchanged and in full force and effect."

The amendment introduces a 29.9% beneficial ownership ceiling for the covered entities, defined as People Incorporated, Barry Diller, and their respective controlled affiliates. The filing notes one carve-out: an increase above that threshold resulting solely from the company's own repurchases, redemptions, or other acquisitions of its securities will not constitute a breach, provided the covered entities make no further acquisitions while above the 29.9% level. For standard stockholder votes, the covered entities are required to vote any securities exceeding 25.73% of total voting power in the same manner as the majority of unaffiliated, non-officer, and non-director stockholders, disregarding securities that are not voted.

For change-of-control transactions, the covered entities must vote all their holdings in line with the Board's recommendation, but only if four specific conditions are met: People-designated directors may serve on any relevant transaction committee; the transaction involves an unaffiliated third party; the covered entities receive equivalent consideration per share on the same terms as other holders of the same class; and no new restrictions are imposed on the covered entities with respect to the surviving or acquiring entity. The filing further states that a change of control of the company will not result solely from the covered entities acquiring a majority of total voting power unless the Board specifically approves it as such under the Voting Agreement.

What Was Disclosed

MGM Resorts International disclosed an amendment to its existing Voting Agreement with People Incorporated and Barry Diller, setting a 29.9% ownership cap, a 25.73% excess-voting threshold for general matters, and specific Board-aligned voting requirements for change-of-control transactions.