MGM Resorts said it entered into an amendment to its Voting Agreement with People Incorporated (formerly IAC Inc.) and Barry Diller on October 27, 2026, April 3, 2026. The company said the amendment followed People's withdrawal of its earlier proposal to acquire the company.

1. 01

   MGM Resorts said it entered into an amendment to its Voting Agreement with People Incorporated (formerly IAC Inc.) and Barry Diller on October 27, 2026, April 3, 2026. The company said the amendment followed People's withdrawal of its earlier proposal to acquire the company.

2. 02

   The company said People, Barry Diller and their controlled affiliates agreed not to acquire securities that would cause their total beneficial ownership to exceed 29.9% of the company's outstanding common stock. Acquisitions that push their ownership above that level as a result of the company's own share repurchases or other acquisitions of its securities do not violate the agreement, as long as the covered holders make no further acquisitions.

3. 03

   The company said that on matters other than a change of control transaction, the covered parties will vote their holdings in excess of 25.73% of total voting power in the same manner as the majority of other stockholders vote. It said that for change of control transactions, they will vote in line with the Board's recommendation if specified conditions are met.

4. 04

   The company said it agreed not to implement stockholder rights plans or other defensive measures designed to be adverse to the covered parties while they remain in compliance with the agreement. It also said the agreement does not obligate the company or the covered parties to pursue or enter into any transaction, and that no transaction is contemplated.

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