Diller's People Inc. Accepts 29.9% Ceiling On Its MGM Resorts Stake
People Incorporated holds 26.5% of MGM and now cannot go past 29.9%, while MGM agreed not to adopt a poison pill aimed at it.
People Incorporated, the former IAC run by Barry Diller, agreed Tuesday not to buy MGM Resorts shares if its stake would top 29.9% of the casino operator's common stock, according to a Schedule 13D amendment filed Wednesday. The amended voting pact also ties how the holders vote on takeovers to the MGM board's recommendation.
A cap with room to spare
People holds 66,822,350 MGM shares, or 26.5% of the class, calculated on 251,592,756 shares outstanding as of July 27, 2026. It reported no transactions in the past 60 days, and the cap leaves it room to buy more.
The ban covers People, Diller and their controlled affiliates, and it reaches derivatives as well as stock. If MGM's own buybacks or redemptions push the group above 29.9%, that is not a breach, provided the group buys nothing more while above the line.
MGM, which runs casino resorts and online gaming and sports betting, saw its shares trade at $28.27, up 1.00%, in Wednesday trading.
How the holders must vote
On ordinary matters other than a sale of control, the group must vote any shares above 25.73% of total voting power the same way as the majority of other shareholders who vote. Shares held by the group, MGM directors and executives, and their affiliates are left out of that count.
On a change-of-control vote, the group must follow the MGM board's recommendation, but only if conditions are met. People's designated directors must serve on any transaction committee, the buyer must be unaffiliated with MGM, the group must receive the same per-share terms as other holders, and the deal cannot impose new restrictions on it. If any condition fails, the group is free to vote as it likes.
The amendment also says the group cannot trigger a change of control simply by acquiring a voting majority, unless MGM's board specifically approves it as one.
MGM's side of the bargain
As long as the group complies, MGM agreed not to adopt a shareholder rights plan or other defensive measure primarily meant to hurt it, or that MGM knows would hit it disproportionately. The limit does not cover MGM statements in a proxy contest the group starts or joins, or actions aimed at third parties who bought a large block from the group. The group must give MGM four business days' notice before such a sale closes.
The amendment revises a voting agreement dated April 3, 2026 among MGM, People and Diller, and records the IAC name change. The 25.73% voting threshold in the original agreement is unchanged.
The amendment, dated October 27, 2026, is Amendment No. 10 to a Schedule 13D first filed in August 2020.
Sources
- SCHEDULE 13D/A — PEOPLE INCORPORATED re: MGM RESORTS INTERNATIONAL (MGM) — SEC EDGAR
- SCHEDULE 13D/A Exhibit 2 — EXHIBIT 2 — SEC EDGAR
