MGM Resorts enters voting agreement with IAC and Barry Diller capping voting at 25.73%

MGM Resorts International

IAC holds 66,822,350 shares of MGM common stock as of April 3, 2026.
Voting agreement requires IAC and Diller to vote shares exceeding 25.73% of total voting power in proportion to other stockholders.
Agreement terminates if IAC/Diller collectively own below 17.5% of voting securities, or board fails to nominate two IAC-designated directors.
Diller currently deemed designated by IAC to serve on board; IAC may designate up to two directors.
Diller Entities can be released from voting restriction if Diller ceases Chairman/Senior Executive of IAC and his IAC voting power falls below one-third.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

MGM Resorts International entered into Voting Agreement with IAC Inc. and Barry Diller valued at Voting Agreement regarding voting of excess voting securities. (effective 2026-04-03).

Action: entry
Counterparty: IAC Inc. and Barry Diller
Value: Voting Agreement regarding voting of excess voting securities.
Effective: 2026-04-03

Exact text from the filing

On April 3, 2026, MGM Resorts International, a Delaware corporation (the “Company”), entered into a Voting Agreement (the “Voting Agreement”) with IAC Inc., a Delaware corporation (“IAC”) and Barry Diller.

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Source: SEC EDGAR

accession 0000789570-26-000029

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