MGM Resorts International, IAC Inc. and Barry Diller signed a voting agreement dated April 3, 2026 that puts specific limits on how IAC and Diller will vote their MGM shares.
As of the agreement date, IAC beneficially owned 66,822,350 MGM common shares. The agreement says IAC and Diller must vote any MGM voting securities they control above the voting cap threshold in the same proportion as other stockholders vote, excluding non-voters. That voting cap threshold is set at 25.73% of the total voting power of MGM’s outstanding voting securities on the applicable record date.
The agreement will end automatically if the covered entities collectively fall below 17.5% ownership of MGM’s voting securities, if MGM’s board fails to nominate two IAC-designated qualified directors for election, or if a change of control occurs.
The document also says Diller will no longer be subject to the voting provisions once both of these happen: he is no longer chairman of IAC or senior executive of IAC, and the Diller entities no longer own at least one-third of IAC’s total voting power.
Under the agreement, MGM’s board is required to add qualified directors within one month if fewer than two directors designated by IAC are on the board, subject to required regulatory approvals. Today the company's shares have moved 2.41% to a price of $39.88. Check out the company's full 8-K submission here.
