MGM Amends Voting Agreement with People Inc., Capping Ownership at 29.9%

MGM Resorts International has entered into an amended voting agreement with its largest shareholder, People Incorporated (formerly IAC Inc.), and Barry Diller. The amendment, dated October 27, 2026, establishes new terms regarding share ownership and voting, following People Inc.'s withdrawal of a prior proposal to acquire MGM.

Key Details

• Ownership Cap: People Inc. and its affiliates (the "Covered Entities") have agreed not to acquire additional MGM securities if it would cause their aggregate beneficial ownership to exceed 29.9% of outstanding common stock.
• Voting Commitments: On change-of-control matters, the Covered Entities will vote all their shares in accordance with the MGM Board's recommendation. On other matters, they will vote shares held above a 25.73% threshold in line with the majority of unaffiliated shareholders.
• Defensive Measures: For as long as the Covered Entities comply with the agreement, MGM has agreed not to implement a stockholder rights plan or other defensive measures that would be adverse to them.