IAC enters voting agreement with MGM Resorts, caps voting at 25.73%

IAC Inc.

IAC, Barry Diller, and controlled affiliates must vote MGM shares above 25.73% threshold proportionally with other stockholders.
Agreement terminates if Covered Entities hold below 17.5% of MGM voting securities or MGM Board fails to nominate two IAC-designated directors.
Barry Diller is deemed IAC's initial designee; MGM Board must add qualified directors within one month of IAC designation.
Diller Entities released from voting restriction if Diller leaves IAC chairman/senior exec role and holds under 1/3 IAC voting power.

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