LAS VEGAS – October 29, 2026 -- MGM Resorts International has amended its Voting Agreement with People Incorporated, capping the investor group's ownership at 29.9% of outstanding shares and binding it to the Board's recommendation on any change of control transaction.
The amendment follows People's withdrawal of its previously announced proposal to acquire MGM Resorts.
People, Diller and associates must vote with the Board on a change of control
People, Barry Diller and certain associated persons, defined as the Covered Entities, have agreed to vote all their MGM Resorts shares in line with the Board's recommendation in connection with a change of control transaction. The commitment is subject to certain conditions.
The Covered Entities also agreed not to buy additional shares if that would lift their aggregate ownership above 29.9% of the Company's outstanding shares.
MGM Resorts forgoes defensive measures while the group stays compliant
In return, MGM Resorts will not take defensive measures or actions designed to be adverse to the Covered Entities, for as long as they comply with the Agreement.
Board links the deal to share repurchases and a possible sale
Paul Salem, Chairman of the MGM Resorts Board, said the Agreement gives the Board a clear path to maximize value through share repurchases and, if applicable, a change of control transaction, in line with its fiduciary duties. He described People as the Company's largest shareholder and Diller as an MGM Resorts Director.
The Agreement does not obligate MGM Resorts or the Covered Entities to pursue or enter into any transaction, and none is contemplated. MGM Resorts said it remains committed to executing its operational strategy.