OtherApr 7, 2026, 04:31 PM
IAC Enters Voting Agreement with MGM and Barry Diller, Limiting Voting Power of Excess Shares Above 25.73%
AI Summary
IAC Inc. announced a Voting Agreement with MGM Resorts International and Barry Diller, effective April 3, 2026. Under the agreement, IAC, Mr. Diller, and their affiliates will vote any MGM shares they beneficially own in excess of 25.73% of total voting power in the same proportion as other MGM stockholders. This arrangement aims to align the voting of a significant portion of their stake with the broader shareholder base. The agreement includes specific termination conditions related to ownership thresholds and board representation, providing clarity on governance for both entities.
Key Highlights
- IAC Inc., MGM Resorts International, and Barry Diller entered into a Voting Agreement on April 3, 2026.
- IAC, Mr. Diller, and their controlled affiliates (Covered Entities) will vote any voting securities beneficially owned in excess of 25.73% of MGM's total voting power proportionally to other MGM stockholders.
- The Voting Agreement will automatically terminate if the Covered Entities collectively cease to beneficially own 17.5% or more of MGM's voting securities.
- Termination also occurs if the MGM Board fails to nominate two (2) directors designated by IAC (should IAC elect to designate them) who meet 'Qualified Director' qualifications.
- The agreement will also terminate upon the occurrence of a change of control of MGM.