MGM Resorts signs voting agreement with IAC and Barry Diller capping votes at 25.73%
On April 3, 2026, MGM Resorts entered a Voting Agreement with IAC Inc. and Barry Diller. IAC, Diller and their controlled affiliates will vote any voting power above 25.73% in the same proportion as other stockholders, which limits their influence on shareholder votes. The agreement ends if their stake falls below 17.5%, if the board fails to nominate two IAC-designated qualified directors, or if a change of control occurs.
Key points
- Covered Entities will vote shares above 25.73% of total voting power in proportion to other stockholders.
- The agreement terminates if Covered Entities own less than 17.5% of voting securities, on a change of control, or if the board fails to nominate two IAC-designated qualified directors.
- Mr. Diller was deemed designated to the board by IAC as of the agreement date.
- Restriction on Diller Entities ends only when Mr. Diller no longer serves as IAC Chairman or Senior Executive and they hold less than one-third of IAC's voting power.
The filing
Written by AI on Nov 8, 2026, 1:17 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on April 07, 2026.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.