People Incorporated, Barry Diller and their controlled affiliates have amended their voting agreement with MGM Resorts International, setting limits on further MGM share purchases and clarifying how their holdings will be voted on routine matters and a potential change-of-control deal.
The amendment also restricts certain defensive actions by MGM while the covered parties comply with the agreement. It changes some of the parties’ rights and obligations under the existing pact, which was signed in April 2026; other terms, including its termination provisions, remain in place.
Key details
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Ownership cap: People, Diller and their controlled affiliates may not acquire MGM shares or related derivatives if the purchase would take their combined beneficial ownership above 29.9% of MGM’s outstanding common stock. If MGM itself repurchases or otherwise acquires shares and that pushes the group above 29.9%, that alone is not a breach—but the group cannot make further acquisitions while above the limit.
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Voting on routine matters: For stockholder votes other than a change-of-control transaction, the group must vote any holdings representing voting power above 25.73% in line with the majority of votes cast by other MGM holders. The comparison excludes votes held by the group, MGM directors and executives, and their controlled affiliates. The portion up to 25.73% is not covered by this matching requirement.
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Voting on a change-of-control deal: The group must vote all its MGM holdings in line with the MGM board’s recommendation only if several conditions are met:
- Any People-designated directors serve on the board’s transaction committee, if there is one, unless they decline or a legal conflict prevents them from serving.
- The buyer is unaffiliated with MGM, its controlled affiliates, directors and executives.
- The group receives the same form and amount of consideration per share, and the same deal terms, as other holders of the same class. If it receives securities, MGM must use commercially reasonable efforts to provide liquidity opportunities for them.
- The transaction does not impose new or additional restrictions on the group relating to the surviving, resulting or acquiring company.
If any of these conditions is not met, the group is not bound by the agreement’s voting restrictions for that change-of-control transaction.
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Limits on MGM defensive measures: As long as the covered parties comply with the agreement, MGM may not adopt a stockholder rights plan or other defensive measure primarily intended to harm them, or that MGM knows would disadvantage them disproportionately compared with other holders of the same class. The restriction does not apply to MGM’s responses to a proxy contest or other contested stockholder solicitation involving the covered parties. It also does not prevent MGM from acting against third parties that have agreed to buy, or have bought, a significant portion of MGM’s voting securities from the group; the group must notify MGM before completing such a sale.
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Clarification of a change-of-control trigger: For purposes of the agreement’s termination provisions, the group’s acquisition of majority voting power—whether in one transaction or a series, and whether acting alone or as part of a group—does not itself count as a change of control unless MGM’s board specifically approves it as one.
Plain-English implications
The amendment sets a ceiling on the group’s ability to increase its MGM stake and requires it to follow other shareholders’ voting majority on the portion of its voting power above 25.73% for ordinary matters. For a qualifying change-of-control deal, the group’s vote is tied to the MGM board’s recommendation, but only if the specified process and equal-treatment conditions are satisfied.