MGM Resorts International (MGM) investor relations material

Voting matters and shareholder proposals

• IAC, Barry Diller, and affiliates must vote excess shares (over 25.73% of voting power) proportionally with other shareholders on all matters at meetings or by written consent, disregarding non-voters.

• The Voting Agreement automatically terminates if the covered entities own less than 17.5% of voting securities, if the board fails to nominate two IAC-designated directors, or upon a change of control.

Board of directors and corporate governance

• IAC has the right to designate up to two directors to the board, provided they meet the company's director qualifications.

• If fewer than two IAC-designated directors are on the board, the board must add qualified designees within one month, subject to regulatory approval.

• As of the agreement date, Barry Diller is designated to serve on the board by IAC.

Shareholder rights and capital structure

• The agreement restricts IAC and Diller entities' voting power above a certain threshold, aligning their votes with the broader shareholder base.

• Diller entities are released from voting restrictions if Barry Diller no longer holds key roles at IAC and the entities own less than one-third of IAC's voting power.