MGM Resorts International has entered into a new voting agreement with media tycoon Barry Diller and his company IAC Inc., solidifying the influence of one of its largest shareholders. The deal, which was disclosed on April 7, 2025, will allow IAC and Diller to have two seats on MGM’s Board of Directors, a key governance change in the company.

Voting Power and Governance Rights for IAC and Diller

The agreement establishes a framework in which IAC, Diller, and their affiliates will collectively hold voting power capped at 25.73% of MGM’s total shares. Beyond this threshold, any additional shares must be voted in alignment with the proportion of votes cast by other shareholders. This ensures that while IAC and Diller can maintain significant control, their voting influence beyond the set limit will be balanced with the broader shareholder base.

As part of the deal, IAC and Diller are entitled to designate two directors to MGM’s board. This provides them with substantial governance influence at MGM, which is one of the world’s most well-known casino and hospitality companies. Diller himself, a key figure in IAC, is set to remain on the board, ensuring continued oversight of MGM’s operations.

The agreement will terminate if certain conditions occur, including a reduction of IAC and Diller’s combined shareholding to below 17.5%. It will also expire if MGM fails to nominate the directors chosen by IAC, or if the company experiences a change of control. Additionally, if Diller steps down from his leadership role within IAC, the agreement’s terms will no longer apply.

The agreement follows a strategic increase in IAC’s stake in MGM. In recent months, IAC boosted its holdings in MGM, which now stands at 26.1% as of the latest filing. According to Inside Asian Gaming, the company had initially purchased a 12% stake in MGM for $1 billion back in 2020, which Diller described as a “forever asset.” This move is part of IAC’s long-term strategy to strengthen its position in MGM, which has seen significant growth in its online and Macau operations.

Implications for MGM and Its Stakeholders

The voting agreement solidifies Diller and IAC’s influential role in MGM’s operations and decision-making processes, ensuring they have a say in key company matters. Despite the substantial ownership, the deal aims to maintain balance within MGM’s shareholder base by limiting their voting power on certain issues.

This decision also reflects a growing trend among large corporations, where significant investors, such as IAC, seek to protect their financial interests while still adhering to governance standards that benefit all shareholders. By ensuring that votes above the threshold are cast proportionally, the agreement aligns the interests of major stakeholders with those of smaller shareholders.

MGM Resorts has been performing well in recent quarters. In its Q4 2025 financial report, MGM’s revenue increased by 6% to $4.6 billion, primarily driven by the growth in its Macau and online gaming sectors. This offset minor lag in its Las Vegas operations, further demonstrating MGM’s resilience as a global gaming powerhouse.

The company has been expanding its reach internationally, including through major projects such as the $10 billion MGM Osaka integrated resort in Japan. These investments position MGM as a prominent player in both the land-based casino industry and the growing online gaming sector.