SCHEDULE: IAC Inc. and MGM Resorts Enter Voting Agreement

IAC Inc. and Barry Diller have entered into a new voting agreement with MGM Resorts International, impacting voting power and director nominations.

Summary

• IAC Inc. (IAC) has entered into a Voting Agreement with MGM Resorts International (the Company) and Barry Diller, effective April 3, 2026.
• This agreement amends previous filings related to IAC's beneficial ownership of MGM Resorts' common stock.
• IAC currently beneficially owns approximately 65,822,350 shares, representing about 25.7% of the outstanding shares.
• Under the agreement, IAC, Mr. Diller, and their controlled affiliates will vote their shares exceeding a certain threshold in proportion to other stockholders' votes.
• The agreement includes provisions for IAC to nominate directors to the MGM Resorts Board, with specific conditions for termination.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily an update on governance and voting arrangements rather than a significant financial or strategic shift.

Positives

• Establishes a framework for coordinated voting by significant shareholders, potentially leading to more stable governance.
• Ensures IAC's ability to nominate directors, providing continued representation on the MGM Resorts Board.
• The agreement is designed to align the voting interests of key stakeholders.

Negatives

• The voting agreement imposes restrictions on how a significant portion of shares can be voted, potentially limiting flexibility for IAC and Mr. Diller.
• The termination conditions, particularly the Nomination Condition, could lead to future disputes or require adjustments if not met.

Risks

• Failure of the MGM Resorts Board to nominate IAC-designated directors meeting qualification criteria could trigger termination of the agreement.
• A change of control of MGM Resorts would also terminate the voting agreement.
• If IAC's collective beneficial ownership falls below 17.5%, the agreement terminates.
• Potential for disagreements regarding director qualifications or the interpretation of voting proportions.

Future Outlook

The agreement outlines conditions for director nominations and potential termination events, indicating ongoing strategic considerations for IAC and MGM Resorts' governance structure.

Management Comments

• "As of the date of entry into the Voting Agreement, Mr. Diller was deemed to be designated to serve on the Issuer Board by IAC."
• "If IAC determines not to designate one or more individuals to be nominated for election to the Issuer Board, the Voting Agreement will not terminate."
• "In addition, Mr. Diller and his controlled affiliates, other than IAC and its controlled affiliates (collectively, the 'Diller Entities'), will no longer be subject to the voting restriction... when both of the following conditions are satisfied: (i) Mr. Diller no longer serves as either the Chairman of the Board of Directors of IAC or as Senior Executive of IAC and (ii) the Diller Entities no longer beneficially own voting securities of IAC representing at least one-third of the total voting power of the outstanding voting securities of IAC."

Industry Context

StockSavvy.ai notes that significant shareholder agreements like this voting pact are common in the gaming and hospitality industry, especially when a major shareholder seeks to maintain influence over strategic direction and board composition amidst evolving market conditions.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: May experience more stable voting outcomes on certain corporate matters due to the coordinated voting of a significant block of shares.
• Board of Directors: Increased influence of IAC on board composition through director nominations.
• Management: Must ensure compliance with the nomination and voting provisions of the agreement.

Next Steps

• MGM Resorts Board must nominate two qualified directors designated by IAC to stand for election at the applicable annual meeting.
• IAC and Mr. Diller will vote their 'Excess Voting Securities' in proportion to other stockholders' votes.
• The agreement will terminate under specific conditions related to ownership percentage, director nominations, or a change of control.

Key Dates

Keywords

MGM Resorts International, IAC Inc., Barry Diller, Voting Agreement, Schedule 13D, Beneficial Ownership, Director Nomination, Corporate Governance, Stockholder Vote