IAC Inc. 8-K

What Happened

• IAC Inc. reported on April 7, 2026 that on April 3, 2026 it entered into a Voting Agreement with MGM Resorts International and Barry Diller. Under the agreement, IAC, Mr. Diller and their controlled affiliates (the “Covered Entities”) will vote the voting securities they beneficially own that collectively exceed 25.73% of MGM’s total voting power (the “Excess Voting Securities”) in the same proportion as MGM shareholders (other than the Covered Entities) vote on any matter at annual or special meetings (disregarding shareholders who do not vote).
• The filing notes Barry Diller was deemed designated by IAC to serve on the MGM board as of the agreement date.

Key Details

• Excess Voting Securities threshold: collectively in excess of 25.73% of MGM’s outstanding voting power.
• Termination triggers: the Voting Agreement ends on the earliest of (i) the Covered Entities collectively owning less than 17.5% of MGM voting securities, (ii) the MGM Board failing to nominate two directors designated by IAC who meet MGM’s director qualifications (the “Nomination Condition”), or (iii) a change of control of MGM.
• Director nomination mechanics: if IAC designates fewer than two directors, the agreement does not terminate; if fewer than two IAC‑designated directors sit on the board, MGM must cause Qualified Director(s) to be added within one month of IAC’s designation, subject to regulatory approvals.
• Diller Entities’ release: Barry Diller’s controlled affiliates (other than IAC and its affiliates) will cease being Covered Entities and be freed from the voting restriction only when (i) Diller no longer serves as IAC Chairman or Senior Executive and (ii) the Diller Entities no longer beneficially own at least one‑third of IAC’s voting power.

Why It Matters

• This agreement changes how a substantial block of MGM shares (over 25.73%) will be cast at shareholder votes: rather than exercising independent voting control, the Covered Entities will mirror the voting mix of other shareholders, which can limit their unilateral influence on corporate decisions.
• It also formalizes IAC’s ability to designate board candidates (with Diller already designated), and sets clear conditions for when the voting restrictions and Covered Entity status end—factors that can affect MGM’s governance and strategic direction.
• For investors, the filing is material to governance and voting outcomes at MGM’s shareholder meetings, and it clarifies ownership thresholds and nomination mechanics that could influence future board composition or significant corporate actions.