MGM Resorts International Enters into Voting Agreement with IAC Inc. and Barry Diller

MGM Resorts International has entered into a Voting Agreement with IAC Inc. and Barry Diller, effective April 3, 2026. Under this agreement, IAC Inc., Barry Diller, and their affiliates will vote their shares, constituting over 25.73% of the company's voting power, in proportion to how other stockholders vote. This agreement will terminate if the covered entities collectively own less than 17.5% of the voting securities, if the board fails to nominate two qualified directors designated by IAC, or upon a change of control of the company. The agreement also outlines conditions under which Barry Diller and his controlled affiliates will no longer be subject to these voting restrictions, related to his role at IAC and ownership in the company. The agreement is governed by Delaware law.