People Incorporated 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 MGM Resorts International and Barry Diller, originally dated April 3, 2026.

Key Highlights

  • Ownership cap set: People Incorporated, Barry Diller, and their controlled affiliates agreed not to acquire MGM securities if doing so would cause their aggregate beneficial ownership to exceed 29.9% of MGM's outstanding common stock.
  • Passive voting threshold: For non-change-of-control stockholder votes, the Covered Entities must vote any voting securities they beneficially own in excess of 25.73% of total voting power in line with the majority of other unaffiliated MGM stockholders.
  • Change-of-control votes: For change-of-control transactions meeting specified conditions, the Covered Entities must vote all their MGM voting securities in accordance with the MGM Board's recommendation.
  • Anti-defensive measure provision: MGM 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.
  • Termination clarification: The amendment specifies that a change of control of MGM does not result solely from the Covered Entities acquiring a majority of MGM's total voting power unless specifically approved by the Board as a "change of control" under the Voting Agreement.
  • Original agreement unchanged: According to the filing, 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."

People Incorporated and MGM Resorts Revise Voting Agreement Terms

People Incorporated (NASDAQ:PPLI), a Delaware corporation headquartered at 555 West 18th Street, New York, NY, disclosed in its October 28, 2026 Form 8-K filing that it amended a Voting Agreement originally entered into on April 3, 2026 with MGM Resorts International and Barry Diller. The amendment was executed on October 27, 2026 and is filed as Exhibit 99.1 to the Current Report.

Under the amended terms, the filing describes the "Covered Entities" as People Incorporated, Mr. Diller, and their respective controlled affiliates. The amendment establishes a 29.9% beneficial ownership ceiling on MGM common stock for the Covered Entities. The filing notes an exception: if MGM's own repurchases, redemptions, or other acquisitions cause the Covered Entities' stake to rise above 29.9%, that alone does not constitute a breach, provided the Covered Entities make no further acquisitions while above that threshold.

On voting matters other than change-of-control transactions, the Covered Entities are required to vote securities they beneficially own beyond 25.73% of MGM's total voting power in the same manner as the majority of other unaffiliated MGM stockholders, excluding securities held by MGM's directors, executive officers, and their controlled affiliates, and disregarding securities that are not voted. For change-of-control transactions, the amendment sets out four conditions that must be satisfied for the Board-recommendation voting obligation to apply, including that the transaction involve an unaffiliated third party and that the Covered Entities receive the same per-share consideration as other holders of the same class. The filing notes that if any of those conditions is not satisfied, the Covered Entities "will not be subject to any restrictions" on their voting in connection with such a transaction.

What Was Disclosed

People Incorporated reported an amendment to its April 3, 2026 Voting Agreement with MGM Resorts International and Barry Diller. The amendment sets a 29.9% MGM ownership cap, establishes tiered voting obligations for the Covered Entities, and includes anti-defensive-measure commitments by MGM.