MGM Resorts sets 29.9% acquisition limit in Diller pact
The agreement sets a 29.9% acquisition ceiling and rules for votes on ordinary matters and a potential change of control.
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Form Type
8-K
Rhea-AI Filing Summary
MGM Resorts International amended its voting agreement with People Incorporated and Barry Diller, an MGM Resorts director, on October 27, 2026. People, Diller and controlled affiliates may not acquire MGM securities or related derivatives if that would put their combined beneficial ownership above 29.9% of common stock. MGM repurchases, redemptions or other securities acquisitions may cause an exceedance, but the Covered Entities may not acquire more while above the limit.
On matters other than a change of control, they must vote holdings above 25.73% of total voting power with the majority of votes cast by other holders, excluding the Covered Entities, MGM directors and executive officers and their controlled affiliates; unvoted securities are disregarded. On a change-of-control vote, they follow the Board’s recommendation only under conditions including an unaffiliated third-party transaction, People-designated directors’ service on a Board transaction committee unless declined or legally conflicted, equal consideration and terms, and no new restrictions.
While the Covered Entities comply, MGM will not take certain defensive actions primarily adverse to them or known to be disproportionately adverse, subject to exceptions. Their acquisition of majority voting power alone is not a change of control unless the Board specifically approves it. People withdrew its proposal; neither side is obligated to pursue a transaction, and none is contemplated.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Beneficial ownership ceiling: 29.9%
Voting threshold: 25.73%
Amendment date: October 27, 2026
+1 more
4 metrics
Beneficial ownership ceiling
29.9%
Maximum aggregate beneficial ownership threshold for acquisitions by the Covered Entities
Voting threshold
25.73%
Holdings above this share of total voting power are subject to voting provisions on matters other than a change of control
Amendment date
October 27, 2026
Date MGM entered into the amendment
Original voting agreement date
April 3, 2026
Date of the voting agreement being amended
Key Terms
beneficial ownership, total voting power, stockholder rights plan, change of control, +1 more
5 terms
beneficial ownership regulatory
"aggregate beneficial ownership to exceed 29.9% of the Company’s outstanding common stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
total voting power regulatory
"in excess of 25.73% of the total voting power"
stockholder rights plan regulatory
"not to implement any stockholder rights plan or other defensive measure"
A stockholder rights plan is a strategy used by a company to protect itself from unwanted takeovers by making it more difficult or expensive for an outside party to acquire a large ownership stake without approval. It often involves granting existing shareholders special rights that activate if someone attempts to buy a significant portion of the company, helping to safeguard the company's interests and giving investors confidence that decisions are made with stability in mind.
change of control regulatory
"a change of control of the Company will not result"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
commercially reasonable efforts regulatory
"the Company will use commercially reasonable efforts to provide them with liquidity opportunities"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is the ownership cap under MGM's (MGM) amended voting agreement?
People Incorporated, Barry Diller and their controlled affiliates may not acquire MGM securities or related derivatives if their combined beneficial ownership would exceed 29.9% of MGM’s common stock. MGM repurchases, redemptions or other securities acquisitions may push them above the threshold, but they may not acquire more while above it.
What conditions govern the Covered Entities' vote on an MGM (MGM) change-of-control transaction?
They must vote their voting securities in accordance with the Board’s recommendation only if the transaction is with an unaffiliated third party, People-designated directors serve on a Board transaction committee unless they decline or are legally conflicted, the Covered Entities receive the same form and amount of consideration and terms as holders of the same class unless they consent otherwise, and the transaction imposes no new restrictions on them. If consideration includes securities, MGM will use commercially reasonable efforts to provide liquidity opportunities.
Does MGM's (MGM) amended voting agreement require a transaction?
No. The agreement does not obligate MGM or the Covered Entities to pursue or enter into a transaction, and none is contemplated. People had withdrawn its previously announced proposal to acquire MGM.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 27, 2026
(Exact name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices – Zip Code)
Registrant’s Telephone Number, Including Area Code: (702 ) 693-7120
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||
| New York Stock Exchange | |||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CRF § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CRF § 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On October 27, 2026, MGM Resorts International, a Delaware corporation (the “Company”), entered into an amendment (the “Amendment”) to the Voting Agreement (the “Voting Agreement”), dated April 3, 2026, with People Incorporated (formerly known as IAC Inc.), a Delaware corporation (“People”), and Barry Diller. 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. The following is a summary of the material terms of the Amendment. This summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Pursuant to the Amendment, People, Mr. Diller and their respective controlled affiliates (collectively, the “Covered Entities”) agreed not to acquire securities of the Company (or related derivative instruments) if doing so would cause their aggregate beneficial ownership to exceed 29.9% of the Company’s outstanding common stock, except that an increase above that threshold resulting from the Company’s own repurchases, redemptions or other acquisitions of its securities will not constitute a breach, so long as the Covered Entities make no further acquisitions while above 29.9%.
Additionally, at any time a matter, other than a change of control transaction, is brought to a stockholder vote or consent of the Company’s stockholders, the Covered Entities will vote any voting securities they beneficially own in excess of 25.73% of the total voting power of the outstanding voting securities of the Company on each matter in the same manner as the majority of the voting securities of the Company (other than those held by (x) the Covered Entities, (y) the Company’s directors and executive officers, and (z) any controlled affiliates of the Company’s directors or executive officers) are voted on such matters (disregarding voting securities that are not voted).
With respect to any vote or consent of the Company’s stockholders in connection with a change of control transaction, the Covered Entities will vote all voting securities they beneficially own in accordance with the recommendation of the Company’s Board of Directors (the “Board”), so long as: (i) any directors designated by People under the Voting Agreement serve on any transaction committee of the Board for that transaction (unless they decline to serve or their serving would give rise to a conflict of interest under applicable Delaware law); (ii) the transaction is with a third party unaffiliated with the Company, its controlled affiliates, or its directors or executive officers; (iii) unless the Covered Entities consent otherwise, their equity securities receive the same form and amount of consideration per share, and are subject to the same terms and conditions, as securities of the same class held by other stockholders, provided that if any consideration to be received by the Covered Entities consists of securities, the Company will use commercially reasonable efforts to provide them with liquidity opportunities for those securities; and (iv) the transaction does not impose any new or additional restrictions on the Covered Entities with respect to the surviving, resulting or acquiring entity. If any of the foregoing conditions is not satisfied, the Covered Entities will not be subject to any restrictions with respect to the voting securities they beneficially own in connection with such change of control transaction.
In addition, for so long as the Covered Entities are in compliance with the Voting Agreement, the Company agreed not to implement any stockholder rights plan or other defensive measure or action, in each case that is primarily designed or intended to be adverse to the Covered Entities or that the Company knows would be disproportionately adverse to the Covered Entities relative to other holders of the same class of equity securities of the Company. The foregoing restrictions do not (i) apply to any statements made by the Company in response to, or in connection with, any proxy contest, proxy solicitation or other contested solicitation of stockholder votes or consents involving the Company and its voting securities initiated, conducted or participated in by any of the Covered Entities, or (ii) limit actions taken by the Company directed at third parties who have agreed to purchase or have purchased a significant percentage of the Company’s outstanding voting securities from the Covered Entities, and the Covered Entities will notify the Company prior to consummating any such sale.
The Amendment also provides that, with respect to the termination of the Voting Agreement, a change of control of the Company will not result from the Covered Entities, acting alone or as part of a group, in one or a series of transactions, acquiring beneficial ownership of voting securities possessing a majority of the total voting power of the voting securities of the Company, unless such transaction is specifically approved by the Board as a “change of control” under the Voting Agreement.
Item 7.01 Regulation FD Disclosure.
On October 28, 2026, the Company issued a press release announcing entry into the Amendment, which is attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) | Not applicable. | |||||||
(b) | Not applicable. | |||||||
(c) | Not applicable. | |||||||
(d) | Exhibits: | |||||||
Exhibit No. | Description | |||||||
| 10.1 | Voting Agreement Amendment, dated October 27, 2026, by and among the Company, People Incorporated and Barry Diller. | |||||||
| 99.1 | Press Release, dated October 28, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MGM Resorts International | ||||||||
| Date: October 28, 2026 | By: | /s/ Jessica Cunningham | ||||||
| Name: Jessica Cunningham | ||||||||
| Title: Senior Vice President, Legal Counsel and Assistant Secretary | ||||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
MGM Resorts International and People Incorporated Enter into Amended Voting Agreement
LAS VEGAS, October 28, 2026 -- MGM Resorts International (“MGM Resorts” or the “Company”) today announced that it has amended its existing Voting Agreement with People Incorporated (“People”) (as amended, the “Agreement”). The amendment follows People’s withdrawal of its previously announced proposal to acquire MGM Resorts.
Key terms of the Agreement include, among other things, that People, Barry Diller and certain associated persons (the “Covered Entities”) have agreed, subject to certain conditions, to vote all their MGM Resorts shares in accordance with the Board’s recommendation in connection with a change of control transaction. The Covered Entities have also agreed to not purchase additional shares of MGM Resorts if doing so would result in their aggregate ownership exceeding 29.9% of the Company’s outstanding shares. For so long as the Covered Entities remain in compliance with the Agreement, MGM Resorts has agreed not to take defensive measures or actions designed to be adverse to the Covered Entities.
“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,” said Paul Salem, Chairman of the MGM Resorts Board. “We value People, our largest shareholder, and Barry Diller, an MGM Resorts Director, both of whom will continue to help maximize value for all shareholders.”
The Agreement does not obligate MGM Resorts or the Covered Entities to pursue or enter into any transaction and none is contemplated. MGM Resorts remains committed to executing its operational strategy and acting in the best interests of the Company and its shareholders.
About MGM Resorts International
MGM Resorts International (NYSE: MGM) is an S&P 500® global gaming and entertainment company with national and international destinations featuring best-in-class hotels and casinos, state-of-the-art meetings and conference spaces, incredible live and theatrical entertainment experiences, and an extensive array of restaurant, nightlife and retail offerings. MGM Resorts creates immersive, iconic experiences through its suite of Las Vegas-inspired brands. The MGM Resorts portfolio encompasses 30 unique hotel and gaming destinations globally, including some of the most recognizable resort brands in the industry. The Company's 50/50 venture, BetMGM, LLC, offers sports betting and online gaming in North America through market-leading brands, including BetMGM and partypoker, and the Company's subsidiary, LV Lion Holding Limited, offers sports betting and online gaming through market-leading brands in several jurisdictions throughout Europe and Brazil. The Company is currently pursuing targeted expansion in Asia through an integrated resort development in Japan. Through its Focused on What Matters philosophy, MGM Resorts commits to creating a more sustainable future, while striving to make a bigger difference in the lives of its employees, guests and in the communities where it operates. The global employees of MGM Resorts are proud of their company for being recognized as one of FORTUNE® Magazine's World's Most Admired Companies®. For more information, please visit us at
www.mgmresorts.com. Please also connect with us @MGMResortsIntl on X as well as Facebook and Instagram.
Forward Looking Statements
Statements in this release that are not historical facts are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and involve risks and/or uncertainties, including those described in the Company's public filings with the Securities and Exchange Commission. Forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “could,” “may,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. The Company has based forward-looking statements on management’s current expectations and assumptions and not on historical facts. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise, and the Company may not be able to realize them. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include risks relating to any strategic transaction the Company may undertake and the effects of such a transaction, or the completion or failure to complete such a transaction, on the Company's business, the effects of economic conditions and market conditions in the markets in which the Company operates and competition with other destination travel locations throughout the United States and the world, the design, timing and costs of expansion projects, risks relating to international operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions, the risks in the Company’s execution of its strategic plan and additional risks and uncertainties described in the Company's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those other forward-looking statements.
MGM RESORTS CONTACTS:
Investment Community
SARAH ROGERS
Senior Vice President of Corporate Finance & Treasurer
srogers@mgmresorts.com
SARAH ROGERS
Senior Vice President of Corporate Finance & Treasurer
srogers@mgmresorts.com
HOWARD WANG
Vice President of Investor Relations
hwang@mgmresorts.com
Vice President of Investor Relations
hwang@mgmresorts.com
News Media
BRIAN AHERN
Executive Director of Communications
media@mgmresorts.com
BRIAN AHERN
Executive Director of Communications
media@mgmresorts.com