MGM Resorts International has signed a new voting agreement with IAC Inc. and Barry Diller, formalizing how certain large shareholdings will be voted and setting parameters around board representation. The agreement was disclosed in a Form 8-K filed with the U.S. Securities and Exchange Commission.
At the center of the arrangement is a voting cap. If IAC, Diller and their controlled affiliates collectively hold more than 25.73% of MGM’s total voting power, any shares above that level must be voted in the same proportion as other stockholders on a given matter. The rule applies at annual and special meetings as well as actions taken by written consent. Shares that are not voted by other stockholders are excluded from the calculation.
The agreement is not open-ended. It will automatically terminate if the covered entities collectively fall below 17.5% ownership of MGM’s voting securities, if the company undergoes a change of control, or if MGM’s board fails to nominate two directors designated by IAC who meet the company’s corporate governance standards.
MGM’s board is required to ensure that two qualified IAC designees are nominated, provided IAC chooses to designate them. If fewer than two such directors are serving, the board must add qualified nominees within one month, subject to regulatory approvals. As of the signing date, Diller is deemed one of IAC’s designated directors.
The filing also clarifies that Diller and certain of his affiliates would no longer be subject to the voting cap if he steps down from leadership roles at IAC and those affiliates reduce their ownership in IAC below a defined threshold.
The agreement is governed by Delaware law and has been filed as an exhibit to MGM’s report.
As of April 3, 2026, IAC beneficially owned 66,822,350 shares of MGM common stock
