MGM Resorts and People Inc. Cap Stake at 29.9% in Amended Voting Agreement

MGM Resorts International and its largest shareholder, People Inc., have agreed to cap the Barry Diller-led company's stake at 29.9% and to commit its votes to the MGM board's recommendation in any sale of the casino operator, after People withdrew its previously announced proposal to acquire MGM.

The two sides, along with Diller, signed an amendment to their April 3, 2026, voting agreement on Oct. 27, according to an 8-K filed Wednesday. People was formerly known as IAC Inc.

A ceiling on the stake

Under the amendment, People, Diller and their controlled affiliates agreed not to buy MGM shares or related derivatives if doing so would push their combined beneficial ownership above 29.9% of MGM's outstanding common stock.

If their stake rises above that level only because MGM repurchases its own shares, that won't count as a breach, as long as they make no further purchases while above 29.9%, the filing says.

How the votes work

On ordinary stockholder matters, any voting power People and Diller hold above 25.73% must be voted the same way as the majority of shares held by other holders, excluding MGM's directors, executive officers and their affiliates.

In a vote on a change of control transaction, People and Diller will vote all their shares in line with the board's recommendation, subject to conditions. Those include that People's board designees serve on any transaction committee, that the buyer be an unaffiliated third party, and that People's shares receive the same consideration as other holders.

The amendment also says People and Diller acquiring a majority of MGM's voting power would not count as a change of control under the agreement unless the board specifically approves it as one.

MGM gives up defensive tools

In return, MGM agreed not to adopt a shareholder rights plan or other defensive measure primarily designed to be adverse to People and Diller, as long as they comply with the agreement. That restriction does not apply in a proxy contest involving them.

"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," MGM Chairman Paul Salem said in a press release attached to the filing. Diller is an MGM director.

No deal on the table

MGM said the agreement does not obligate it or People to pursue any transaction, and that none is contemplated.

Sources

1. MGM Resorts Form 8-K reporting amendment to the Voting Agreement with People Incorporated and Barry Diller (Exhibits 10.1 and 99.1), filed Oct. 28, 2026 (accession 0000789570-26-000104)

This article is for informational and educational purposes only and is not investment advice. It is not a recommendation to buy or sell any security.

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