Image credit: SparkNews illustration. Not a photograph of any MGM property.
MGM Resorts and People Inc. signed an amended voting agreement on 27 October, weeks after People withdrew its takeover bid, according to MGM's Form 8-K filing.
The amendment changes the voting agreement dated 3 April 2026 among MGM, People (formerly IAC Inc.) and Barry Diller. The 8-K says the agreement's termination provisions remain unchanged.
The terms that matter
- Vote threshold: On matters other than a change of control, covered holders vote shares above 25.73% of total voting power in the same manner as the majority of other holders.
- Ownership cap: Covered holders agreed not to acquire securities that would take their aggregate beneficial ownership above 29.9% of MGM's outstanding common stock. Increases caused by MGM's own share buybacks do not breach the cap, provided the holders make no further acquisitions above 29.9%.
- Change of control: A change of control does not result from covered holders acquiring a majority of voting power, unless the MGM board specifically approves the transaction as a change of control.
- Board recommendation: On a change-of-control vote, covered holders vote in line with the board's recommendation, subject to four listed conditions.
A bid that ended in September
People offered on 1 June to buy the MGM shares it did not already own at $48.30 per share, according to iGaming Business. It rescinded the offer on 23 September. The 8-K does not state People's current ownership percentage. MGM CEO Bill Hornbuckle said: "we're done, and that's our position and that's People's position."
Third-quarter results came out the same week
MGM reported third-quarter group revenue of $4.2 billion on 28 October, down 1% year on year. Group adjusted EBITDA fell 20% to $403 million, and the company posted a net loss of $17 million, against $285 million a year earlier.
Las Vegas revenue fell 2% to $2 billion. MGM China set a record quarterly revenue of $1.1 billion, up 5%. MGM repurchased no shares in the quarter and ended with $2.3 billion in cash.
MGM stock closed at $27.27 on 29 October after falling 2.5% that day. The shares are down 25% this year.
The board's recommendation now carries the vote
Any future change of control under this agreement needs the MGM board's approval to qualify, and covered holders then vote with the board's recommendation. That puts the board at the centre of any future change-of-control vote by the covered holders.