MGM · MGM Resorts International

MGM Resorts International entered into a Voting Agreement with IAC Inc. and Barry Diller on April 3, 2026, establishing a structured governance framework regarding the voting rights and board representation of IAC and its affiliates. The agreement imposes a voting cap, restricting the collective voting power of the Covered Entities—IAC, Mr. Diller, and their controlled affiliates—to 25.73% of the total outstanding voting power. Any voting securities beneficially owned in excess of this threshold must be voted in the same proportion as the votes cast by the Company's other stockholders, effectively neutralizing the voting impact of IAC's significant ownership stake, which stands at 66,822,350 shares of common stock.

The agreement provides IAC with specific board nomination rights, entitling it to designate two qualified directors for election to the Board. The agreement includes automatic termination provisions tied to ownership thresholds and corporate governance continuity. Specifically, the agreement terminates if the Covered Entities' collective ownership falls below 17.5%, if the Board fails to nominate IAC-designated qualified directors, or upon a change of control of the Company. Additionally, the Diller Entities may be released from the voting restrictions and cease to be Covered Entities upon the satisfaction of conditions related to Barry Diller's leadership role and voting power at IAC. This arrangement clarifies the governance rights and limitations of a major stockholder, providing transparency and stability for investors regarding control dynamics.