MGM Resorts International (0000789570) (Filer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 27, 2026

MGM Resorts International

(Exact name of Registrant as Specified in its Charter)

3600 Las Vegas Boulevard South, Las Vegas, Nevada  89109

(Address of principal executive offices – Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 693-7120

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CRF § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CRF § 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 27, 2026, MGM Resorts International, a Delaware corporation (the “Company”), entered into an amendment (the “Amendment”) to the Voting Agreement (the “Voting Agreement”), dated April 3, 2026, with People Incorporated (formerly known as IAC Inc.), a Delaware corporation (“People”), and Barry Diller. Except as expressly modified by the Amendment, the terms and conditions of the Voting Agreement, including the termination provisions thereof, remain unchanged and in full force and effect. The following is a summary of the material terms of the Amendment. This summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Pursuant to the Amendment, People, Mr. Diller and their respective controlled affiliates (collectively, the “Covered Entities”) agreed not to acquire securities of the Company (or related derivative instruments) if doing so would cause their aggregate beneficial ownership to exceed 29.9% of the Company’s outstanding common stock, except that an increase above that threshold resulting from the Company’s own repurchases, redemptions or other acquisitions of its securities will not constitute a breach, so long as the Covered Entities make no further acquisitions while above 29.9%.

Additionally, at any time a matter, other than a change of control transaction, is brought to a stockholder vote or consent of the Company’s stockholders, the Covered Entities will vote any voting securities they beneficially own in excess of 25.73% of the total voting power of the outstanding voting securities of the Company on each matter in the same manner as the majority of the voting securities of the Company (other than those held by (x) the Covered Entities, (y) the Company’s directors and executive officers, and (z) any controlled affiliates of the Company’s directors or executive officers) are voted on such matters (disregarding voting securities that are not voted).

With respect to any vote or consent of the Company’s stockholders in connection with a change of control transaction, the Covered Entities will vote all voting securities they beneficially own in accordance with the recommendation of the Company’s Board of Directors (the “Board”), so long as: (i) any directors designated by People under the Voting Agreement serve on any transaction committee of the Board for that transaction (unless they decline to serve or their serving would give rise to a conflict of interest under applicable Delaware law); (ii) the transaction is with a third party unaffiliated with the Company, its controlled affiliates, or its directors or executive officers; (iii) unless the Covered Entities consent otherwise, their equity securities receive the same form and amount of consideration per share, and are subject to the same terms and conditions, as securities of the same class held by other stockholders, provided that if any consideration to be received by the Covered Entities consists of securities, the Company will use commercially reasonable efforts to provide them with liquidity opportunities for those securities; and (iv) the transaction does not impose any new or additional restrictions on the Covered Entities with respect to the surviving, resulting or acquiring entity. If any of the foregoing conditions is not satisfied, the Covered Entities will not be subject to any restrictions with respect to the voting securities they beneficially own in connection with such change of control transaction.

In addition, for so long as the Covered Entities are in compliance with the Voting Agreement, the Company agreed not to implement any stockholder rights plan or other defensive measure or action, in each case that is primarily designed or intended to be adverse to the Covered Entities or that the Company knows would be disproportionately adverse to the Covered Entities relative to other holders of the same class of equity securities of the Company. The foregoing restrictions do not (i) apply to any statements made by the Company in response to, or in connection with, any proxy contest, proxy solicitation or other contested solicitation of stockholder votes or consents involving the Company and its voting securities initiated, conducted or participated in by any of the Covered Entities, or (ii) limit actions taken by the Company directed at third parties who have agreed to purchase or have purchased a significant percentage of the Company’s outstanding voting securities from the Covered Entities, and the Covered Entities will notify the Company prior to consummating any such sale.

The Amendment also provides that, with respect to the termination of the Voting Agreement, a change of control of the Company will not result from the Covered Entities, acting alone or as part of a group, in one or a series of transactions, acquiring beneficial ownership of voting securities possessing a majority of the total voting power of the voting securities of the Company, unless such transaction is specifically approved by the Board as a “change of control” under the Voting Agreement.

Item 7.01 Regulation FD Disclosure.

On October 28, 2026, the Company issued a press release announcing entry into the Amendment, which is attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.