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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
Date of Report (Date of earliest event reported):
October 27, 2026
People Incorporated
(Exact name of registrant as specified in charter)
| Delaware | |
001-39356 | |
84-3727412 |
| (State or other jurisdiction | |
(Commission | |
(IRS Employer |
| of incorporation) | |
File Number) | |
Identification No.) |
| 555
West 18th Street, New York, NY | |
10011 |
| (Address of principal executive offices) | |
(Zip Code) |
Registrant’s
telephone number, including area code: (212)
314-7300
(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 exchange on which registered |
| Common Stock, par value $0.0001 |
|
PPLI |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
(Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 8.01. Other Events.
On October 27,
2026, People Incorporated, a Delaware corporation (“People”), entered into an amendment (the “Amendment”)
to the Voting Agreement (the “Voting Agreement”), dated April 3, 2026, MGM Resorts International, a Delaware corporation
(“MGM”), 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.
Pursuant to the Amendment,
People, Mr. Diller and their respective controlled affiliates (collectively, the “Covered Entities”) agreed not to
acquire securities of MGM (or related derivative instruments) if doing so would cause their aggregate beneficial ownership to exceed
29.9% of MGM’s outstanding common stock, except that an increase above that threshold resulting from MGM’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 MGM’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 MGM on each matter in the same manner as the majority of the voting securities of MGM (other than those held by (x) the Covered Entities,
(y) MGM’s directors and executive officers, and (z) any controlled affiliates of MGM’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 MGM’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 MGM’s Board of Directors (the “MGM Board”), so long as: (i) any
directors designated by People under the Voting Agreement serve on any transaction committee of the MGM 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 MGM, 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, MGM 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, MGM 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 MGM knows would be disproportionately
adverse to the Covered Entities relative to other holders of the same class of equity securities of MGM. The foregoing restrictions do
not (i) apply to any statements made by MGM in response to, or in connection with, any proxy contest, proxy solicitation or other contested
solicitation of stockholder votes or consents involving MGM and its voting securities initiated, conducted or participated in by any
of the Covered Entities, or (ii) limit actions taken by MGM directed at third parties who have agreed to purchase or have purchased a
significant percentage of MGM’s outstanding voting securities from the Covered Entities, and the Covered Entities will notify MGM
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 MGM 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 MGM, unless such transaction is specifically approved by the Board as a “change
of control” under the Voting Agreement.
The foregoing description of
the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit
99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits
Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| |
|
|
| 99.1 |
|
Amendment No. 1 to
Voting Agreement, dated October 27, 2026, by and among People Incorporated, MGM Resorts International and Barry Diller |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within
the Inline XBRL document). |
SIGNATURES
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.
| |
People Incorporated |
| |
|
| |
|
| |
By: |
/s/ Jennifer D. Bishop |
| |
Name: |
Jennifer D. Bishop |
| |
Title: |
Deputy General Counsel |
Date: October 28, 2026
Exhibit 99.1
AMENDMENT NO. 1 TO THE
VOTING AGREEMENT
This Amendment No. 1 (the
“Amendment”) to the Voting Agreement (the “Agreement”) dated April 3, 2026 by and among MGM
Resorts International, a Delaware corporation (the “Company”), People Incorporated (formerly known as IAC Inc.),
a Delaware corporation (“People”), and Barry Diller, an individual (“Mr. Diller”) is made and
entered into as of October 27, 2026 (the “Effective Date”). Each of the Company, People and Mr. Diller is referred
to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not
defined in this Amendment have the respective meanings assigned to them in the Agreement (as amended by this Amendment).
WHEREAS, as of the Effective
Date, the Covered Entities collectively Beneficially Own 66,822,350 shares of Common Stock; and
WHEREAS, the Parties desire
to set forth certain agreements herein.
NOW, THEREFORE, in consideration
of the foregoing premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
| 1. | The Parties acknowledge that IAC Inc. has changed its name to
People Incorporated. From and after the Effective Date, each reference in the Agreement to “IAC” (other than in the preamble
and recitals thereof) is hereby replaced with a reference to “People,” and each reference in the Agreement to the “IAC
Entities” is hereby replaced with a reference to the “People Entities.” The second sentence of Section 6 of
the Agreement (without giving effect to this Amendment, or Section 10, after giving effect to this Amendment) is hereby amended
and restated in its entirety as follows: “All notices to be given to People and/or Mr. Diller hereunder shall be in writing by
email to generalcounsel@people.inc or delivered personally by overnight courier (with a copy by email), addressed to People Incorporated
at 555 West 18th Street, New York, New York 10011, Attn: Jennifer Bishop.” |
| 2. | Voting Matters Amendment. Section 1 of the Agreement
shall be amended and restated in its entirety as follows: |
| (a) | On each matter brought to a vote at any annual or special meeting
of the Company’s stockholders, and in connection with any action proposed to be taken by consent of the Company’s stockholders
in lieu of a stockholder meeting, other than any such votes or actions taken in connection with a Change of Control transaction (which
are addressed in Section 1(b)), People and Mr. Diller shall, and shall cause their respective controlled affiliates (People, Mr.
Diller and such controlled affiliates, collectively, the “Covered Entities” and Mr. Diller and his controlled affiliates,
other than People and its controlled affiliates, collectively, the “Diller Entities”) to, vote or duly execute and
deliver a stockholder consent with respect to, as applicable, any Voting Securities that are Beneficially Owned by the Covered Entities
in excess of the Voting Cap Threshold (as defined below) (the “Excess Voting Securities”) in the same manner as the
majority of the Voting Securities (other than the Voting Securities 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) that vote their Voting
Securities in respect of such matter (disregarding stockholders that do not vote). For example, if 50.1% of the Voting Securities (other
than the Voting Securities 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), vote in favor of a proposal, then every Voting Security owned by
the Covered Securities in excess of the Voting Cap Threshold shall be voted in favor of such proposal, regardless of how the Covered
Entities voted their other Voting Securities. The Parties will reasonably cooperate to share information for purposes of this Agreement,
and the Company shall provide such information as is reasonably necessary for the Covered Entities to comply with the voting obligations
set forth in this Agreement, provided that such information is available to the Company. For purposes of this Section 1, subject
to the last sentence of Section 2, any Excess Voting Securities shall be deemed to be owned by the Diller Entities, on the one
hand, and the Covered Entities that are not Diller Entities (the “People Entities”), on the other hand, pro rata
based on the number of Voting Securities held by the Diller Entities and the People Entities, respectively. |
| (b) | With respect to any votes undertaken in connection with a Change of Control transaction at any meeting
of the Company’s stockholders, and in connection with any action proposed to be taken by consent of the Company’s stockholders
in lieu of a stockholder meeting in connection with a Change of Control transaction, the Covered Entities shall vote or duly execute and
deliver a stockholder consent with respect to, as applicable, all Voting Securities that are Beneficially Owned by the Covered Entities
in accordance with the recommendation of the Board on each such matter, so long as each of the following conditions are satisfied: (i)
any directors on the Board designated by People pursuant to Section 2 of this Agreement are nominated to serve (and do serve, unless
such directors elect not to do so) on the transaction committee of the Board, if any, considering such Change of Control transaction unless,
in any such case, the inclusion of such a director would give rise to a conflict of interest under applicable Delaware law, (ii) such
Change of Control transaction is with a third party unrelated to and unaffiliated with the Company, any of the Company’s controlled
affiliates or any of the Company’s directors or executive officers, (iii) unless the Covered Entities consent to different treatment,
the equity securities of the Company Beneficially Owned by the Covered Entities will receive the same form and amount of consideration
per share, and will otherwise be subject to the same terms and conditions, as equity securities of the same class held by other stockholders
of the Company in such Change of Control transaction; provided, that if any portion of the consideration to be received by the
Covered Entities consists of securities, the Company shall use commercially reasonable efforts to provide the Covered Entities with liquidity
opportunities with respect to any such securities, including registration rights, and (iv) such Change of Control transaction does not
result in the imposition of any new or additional restrictions on the Covered Entities with respect to the surviving, resulting or acquiring
entity following consummation of such transaction. The Covered Entities shall not be subject to any restrictions with respect to the Voting
Securities that are Beneficially Owned by the Covered Entities with respect to any votes or actions by written consent undertaken in connection
with a Change of Control transaction with respect to which any of the conditions set forth in clauses (i) through (iv) of the immediately
preceding sentence are not satisfied.” |
| 3. | Additional Provisions. New Sections 4, 5, 6, and 7 shall be added to the Agreement as set forth below, with the old Sections
4, 5, and 6 being renumbered 8, 9 and 10, respectively: |
| 4. | Standstill. The Covered Entities shall not, acting alone or
as part of a group (including any “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended), directly or indirectly, acquire (a) any securities of the Company or any rights to acquire such securities or (b) any options,
warrants, convertible or exchangeable securities, swaps, derivatives or other instruments, agreements or arrangements that provide the
right to acquire or vote any securities of the Company (collectively, “Derivative Securities”), in each case, whether
immediately or upon the passage of time or satisfaction of any condition; provided, however, that the Covered Entities may acquire and
Beneficially Own securities of the Company (including Derivative Securities) representing, in the aggregate, up to 29.9% of the outstanding
shares of common stock of the Company (the “Cap”); provided, further, that any increase in the Covered Entities’ aggregate
Beneficial Ownership above the Cap resulting from any repurchase, redemption or other acquisition of securities by the Company shall
not constitute a breach of this Section 4, so long as the Covered Entities do not acquire any additional securities of the Company (including
Derivative Securities) while such ownership exceeds 29.9%. |
| 5. | Company Actions. The Company shall not, for so long as
the Covered Entities comply with their respective obligations under this Agreement, implement a shareholder rights plan or take other
defensive measures or actions, in each case primarily designed or intended to be adverse to the Covered Entities, or which the Company
knows would be disproportionately adverse to the Covered Entities relative to other holders of equity securities of the same class; provided,
that the foregoing restrictions shall not 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 (it being understood that casting a vote or executing a consent shall not be deemed to be “participating”)
by any of the Covered Entities; and provided, further, that the foregoing restrictions shall not 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 shall notify the Company at least four (4) business days prior
to the consummation of any such transaction. |
| 6. | Specific Performance. The Parties agree that irreparable
damage, for which monetary damages would not be an adequate remedy, would occur if any provision of this Agreement were not performed
in accordance with its terms, and that each Party shall be entitled to an injunction or injunctions, specific performance and other equitable
relief to prevent breaches of this Agreement and to enforce specifically its terms, without proof of actual damages and without any requirement
to post a bond, in addition to any other remedy to which it is entitled at law or in equity. |
| 7. | Amendments and Waivers. This Agreement may be amended,
modified, or supplemented, and any provisions hereof may be waived, only by a written instrument signed by each of the Parties (or in
the case of a waiver, by the Party against whom such waiver is to be effective). |
| 4. | Definitions Amendment. Section 3 of the Agreement is hereby amended to: |
| a. | Add the following definition in the appropriate alphabetical order: |
“Board” means the
Board of Directors of the Company.
| b. | Amend the definition of “Change of Control” by adding the following at the end of such definition: |
“Notwithstanding the foregoing,
it is understood and agreed that in no event shall a Change of Control 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 this Agreement.”
| 5. | Effect
of the Amendment. Except as expressly provided in this Amendment, all of the terms and provisions of the Agreement are and
will remain in full force and effect. On and after the Effective Date, each reference in the Agreement to “this Agreement,”
“the Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference
to the Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Agreement,
will mean and be a reference to the Agreement as amended by this Amendment. For the avoidance of doubt, nothing herein is intended to
amend the Voting Cap Threshold set forth in the Agreement. |
| 6. | Miscellaneous. Sections 4, 5 and 6 of the Agreement (without giving effect to this
Amendment) are hereby expressly incorporated by reference and shall each apply mutatis mutandis to this Amendment. The Agreement,
as amended by this Amendment, constitutes the entire agreement of the Parties with respect to the subject matter thereof. This Amendment
may be executed in counterparts (including by electronic signature or other electronic transmission), each of which shall be deemed an
original and all of which together shall constitute one and the same instrument. |
[The remainder of this page is
left blank intentionally.]
IN WITNESS WHEREOF, the Parties hereto have each
executed this Amendment on the Effective Date.
| |
COMPANY: |
| |
|
| |
MGM RESORTS INTERNATIONAL |
| |
|
| |
By: |
/s/ William J. Hornbuckle |
| |
Name: |
William J. Hornbuckle |
| |
Title: |
Chief Executive Officer and President |
IN WITNESS WHEREOF, the Parties hereto have each
executed this Amendment on the Effective Date.
| |
PEOPLE: |
| |
|
| |
PEOPLE INCORPORATED |
| |
|
| |
|
| |
By: |
/s/ Timothy Quinn |
| |
Name: Timothy Quinn |
| |
Title: Chief Financial Officer |
| |
|
| |
|
| |
MR. BARRY DILLER: |
| |
|
| |
/s/ Barry Diller |
| |
Barry Diller |
