MGM Resorts International, parent of Macau gaming operator MGM China, has entered into a voting agreement with IAC Inc. and media executive Barry Diller, establishing a mechanism to limit the influence of their combined voting stake while securing board representation.
According to a filing released on April 7th, under the agreement, IAC, Diller and their controlled affiliates will vote any shares exceeding 25.73 percent of MGM’s total voting power in proportion to how other shareholders vote on the same matters. The provision applies to votes at both annual and special shareholder meetings, as well as written consents.
The arrangement effectively caps the group’s voting influence above the threshold, aligning excess votes with broader shareholder outcomes while allowing them to retain economic ownership.
In parallel, the agreement provides governance rights to IAC, including the ability to designate up to two directors to MGM’s board, subject to qualification requirements and regulatory approvals. Diller is currently deemed to be one of those designated directors.
The agreement will terminate if certain conditions are met, including if the group’s ownership falls below 17.5 percent, if MGM fails to nominate the IAC-designated directors, or upon a change of control of the company.
