Form 8-K

8-K — People Inc

Accession: 0001104659-26-119410

Filed: 2026-10-28

Period: 2026-10-27

CIK: 0001800227

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2628377d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2628377d1_ex99-1.htm)

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8-K (Primary)

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0001800227

2026-10-27

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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

People Incorporated

(Exact name of registrant as specified in charter)

Delaware

001-39356

84-3727412

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

555

West 18th Street, New York, NY

10011

(Address of principal executive offices)

(Zip Code)

Registrant’s

telephone number, including area code:     (212)

314-7300

(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:

¨  Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of exchange on which registered

Common Stock, par value $0.0001

PPLI

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

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 8.01. Other Events.

On October 27,

2026, People Incorporated, a Delaware corporation (“People”), entered into an amendment (the “Amendment”)

to the Voting Agreement (the “Voting Agreement”), dated April 3, 2026, MGM Resorts International, a Delaware corporation

(“MGM”), 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.

Pursuant to the Amendment,

People, Mr. Diller and their respective controlled affiliates (collectively, the “Covered Entities”) agreed not to

acquire securities of MGM (or related derivative instruments) if doing so would cause their aggregate beneficial ownership to exceed

29.9% of MGM’s outstanding common stock, except that an increase above that threshold resulting from MGM’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 MGM’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 MGM on each matter in the same manner as the majority of the voting securities of MGM (other than those held by (x) the Covered Entities,

(y) MGM’s directors and executive officers, and (z) any controlled affiliates of MGM’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 MGM’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 MGM’s Board of Directors (the “MGM Board”), so long as: (i) any

directors designated by People under the Voting Agreement serve on any transaction committee of the MGM 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 MGM, 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, MGM 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, MGM 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 MGM knows would be disproportionately

adverse to the Covered Entities relative to other holders of the same class of equity securities of MGM. The foregoing restrictions do

not (i) apply to any statements made by MGM in response to, or in connection with, any proxy contest, proxy solicitation or other contested

solicitation of stockholder votes or consents involving MGM and its voting securities initiated, conducted or participated in by any

of the Covered Entities, or (ii) limit actions taken by MGM directed at third parties who have agreed to purchase or have purchased a

significant percentage of MGM’s outstanding voting securities from the Covered Entities, and the Covered Entities will notify MGM

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 MGM 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 MGM, unless such transaction is specifically approved by the Board as a “change

of control” under the Voting Agreement.

The foregoing description of

the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit

99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits

Exhibits.

Exhibit No.

Description of Exhibit

99.1

Amendment No. 1 to

Voting Agreement, dated October 27, 2026, by and among People Incorporated, MGM Resorts International and Barry Diller

104

Cover Page Interactive Data File (embedded within

the Inline XBRL document).

SIGNATURES

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.

People Incorporated

By:

/s/ Jennifer D. Bishop

Name:

Jennifer D. Bishop

Title:

Deputy General Counsel

Date: October 28, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2628377d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

AMENDMENT NO. 1 TO THE

VOTING AGREEMENT

This Amendment No. 1 (the

“Amendment”) to the Voting Agreement (the “Agreement”) dated April 3, 2026 by and among MGM

Resorts International, a Delaware corporation (the “Company”), People Incorporated (formerly known as IAC Inc.),

a Delaware corporation (“People”), and Barry Diller, an individual (“Mr. Diller”) is made and

entered into as of October 27, 2026 (the “Effective Date”). Each of the Company, People and Mr. Diller is referred

to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not

defined in this Amendment have the respective meanings assigned to them in the Agreement (as amended by this Amendment).

WHEREAS, as of the Effective

Date, the Covered Entities collectively Beneficially Own 66,822,350 shares of Common Stock; and

WHEREAS, the Parties desire

to set forth certain agreements herein.

NOW, THEREFORE, in consideration

of the foregoing premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt

and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. The Parties acknowledge that IAC Inc. has changed its name to

People Incorporated. From and after the Effective Date, each reference in the Agreement to “IAC” (other than in the preamble

and recitals thereof) is hereby replaced with a reference to “People,” and each reference in the Agreement to the “IAC

Entities” is hereby replaced with a reference to the “People Entities.” The second sentence of Section 6 of

the Agreement (without giving effect to this Amendment, or Section 10, after giving effect to this Amendment) is hereby amended

and restated in its entirety as follows: “All notices to be given to People and/or Mr. Diller hereunder shall be in writing by

email to generalcounsel@people.inc or delivered personally by overnight courier (with a copy by email), addressed to People Incorporated

at 555 West 18th Street, New York, New York 10011, Attn: Jennifer Bishop.”

2. Voting Matters Amendment. Section 1 of the Agreement

shall be amended and restated in its entirety as follows:

1. “Voting Matters.

(a) On each matter brought to a vote at any annual or special meeting

of the Company’s stockholders, and in connection with any action proposed to be taken by consent of the Company’s stockholders

in lieu of a stockholder meeting, other than any such votes or actions taken in connection with a Change of Control transaction (which

are addressed in Section 1(b)), People and Mr. Diller shall, and shall cause their respective controlled affiliates (People, Mr.

Diller and such controlled affiliates, collectively, the “Covered Entities” and Mr. Diller and his controlled affiliates,

other than People and its controlled affiliates, collectively, the “Diller Entities”) to, vote or duly execute and

deliver a stockholder consent with respect to, as applicable, any Voting Securities that are Beneficially Owned by the Covered Entities

in excess of the Voting Cap Threshold (as defined below) (the “Excess Voting Securities”) in the same manner as the

majority of the Voting Securities (other than the Voting Securities 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) that vote their Voting

Securities in respect of such matter (disregarding stockholders that do not vote). For example, if 50.1% of the Voting Securities (other

than the Voting Securities 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), vote in favor of a proposal, then every Voting Security owned by

the Covered Securities in excess of the Voting Cap Threshold shall be voted in favor of such proposal, regardless of how the Covered

Entities voted their other Voting Securities. The Parties will reasonably cooperate to share information for purposes of this Agreement,

and the Company shall provide such information as is reasonably necessary for the Covered Entities to comply with the voting obligations

set forth in this Agreement, provided that such information is available to the Company. For purposes of this Section 1, subject

to the last sentence of Section 2, any Excess Voting Securities shall be deemed to be owned by the Diller Entities, on the one

hand, and the Covered Entities that are not Diller Entities (the “People Entities”), on the other hand, pro rata

based on the number of Voting Securities held by the Diller Entities and the People Entities, respectively.

(b) With respect to any votes undertaken in connection with a Change of Control transaction at any meeting

of the Company’s stockholders, and in connection with any action proposed to be taken by consent of the Company’s stockholders

in lieu of a stockholder meeting in connection with a Change of Control transaction, the Covered Entities shall vote or duly execute and

deliver a stockholder consent with respect to, as applicable, all Voting Securities that are Beneficially Owned by the Covered Entities

in accordance with the recommendation of the Board on each such matter, so long as each of the following conditions are satisfied: (i)

any directors on the Board designated by People pursuant to Section 2 of this Agreement are nominated to serve (and do serve, unless

such directors elect not to do so) on the transaction committee of the Board, if any, considering such Change of Control transaction unless,

in any such case, the inclusion of such a director would give rise to a conflict of interest under applicable Delaware law, (ii) such

Change of Control transaction is with a third party unrelated to and unaffiliated with the Company, any of the Company’s controlled

affiliates or any of the Company’s directors or executive officers, (iii) unless the Covered Entities consent to different treatment,

the equity securities of the Company Beneficially Owned by the Covered Entities will receive the same form and amount of consideration

per share, and will otherwise be subject to the same terms and conditions, as equity securities of the same class held by other stockholders

of the Company in such Change of Control transaction; provided, that if any portion of the consideration to be received by the

Covered Entities consists of securities, the Company shall use commercially reasonable efforts to provide the Covered Entities with liquidity

opportunities with respect to any such securities, including registration rights, and (iv) such Change of Control transaction does not

result in the imposition of any new or additional restrictions on the Covered Entities with respect to the surviving, resulting or acquiring

entity following consummation of such transaction. The Covered Entities shall not be subject to any restrictions with respect to the Voting

Securities that are Beneficially Owned by the Covered Entities with respect to any votes or actions by written consent undertaken in connection

with a Change of Control transaction with respect to which any of the conditions set forth in clauses (i) through (iv) of the immediately

preceding sentence are not satisfied.”

3. Additional Provisions. New Sections 4, 5, 6, and 7 shall be added to the Agreement as set forth below, with the old Sections

4, 5, and 6 being renumbered 8, 9 and 10, respectively:

4. Standstill. The Covered Entities shall not, acting alone or

as part of a group (including any “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,

as amended), directly or indirectly, acquire (a) any securities of the Company or any rights to acquire such securities or (b) any options,

warrants, convertible or exchangeable securities, swaps, derivatives or other instruments, agreements or arrangements that provide the

right to acquire or vote any securities of the Company (collectively, “Derivative Securities”), in each case, whether

immediately or upon the passage of time or satisfaction of any condition; provided, however, that the Covered Entities may acquire and

Beneficially Own securities of the Company (including Derivative Securities) representing, in the aggregate, up to 29.9% of the outstanding

shares of common stock of the Company (the “Cap”); provided, further, that any increase in the Covered Entities’ aggregate

Beneficial Ownership above the Cap resulting from any repurchase, redemption or other acquisition of securities by the Company shall

not constitute a breach of this Section 4, so long as the Covered Entities do not acquire any additional securities of the Company (including

Derivative Securities) while such ownership exceeds 29.9%.

5. Company Actions. The Company shall not, for so long as

the Covered Entities comply with their respective obligations under this Agreement, implement a shareholder rights plan or take other

defensive measures or actions, in each case primarily designed or intended to be adverse to the Covered Entities, or which the Company

knows would be disproportionately adverse to the Covered Entities relative to other holders of equity securities of the same class; provided,

that the foregoing restrictions shall not 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 (it being understood that casting a vote or executing a consent shall not be deemed to be “participating”)

by any of the Covered Entities; and provided, further, that the foregoing restrictions shall not 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 shall notify the Company at least four (4) business days prior

to the consummation of any such transaction.

6. Specific Performance. The Parties agree that irreparable

damage, for which monetary damages would not be an adequate remedy, would occur if any provision of this Agreement were not performed

in accordance with its terms, and that each Party shall be entitled to an injunction or injunctions, specific performance and other equitable

relief to prevent breaches of this Agreement and to enforce specifically its terms, without proof of actual damages and without any requirement

to post a bond, in addition to any other remedy to which it is entitled at law or in equity.

7. Amendments and Waivers. This Agreement may be amended,

modified, or supplemented, and any provisions hereof may be waived, only by a written instrument signed by each of the Parties (or in

the case of a waiver, by the Party against whom such waiver is to be effective).

4. Definitions Amendment. Section 3 of the Agreement is hereby amended to:

a. Add the following definition in the appropriate alphabetical order:

“Board” means the

Board of Directors of the Company.

b. Amend the definition of “Change of Control” by adding the following at the end of such definition:

“Notwithstanding the foregoing,

it is understood and agreed that in no event shall a Change of Control 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 this Agreement.”

5. Effect

of the Amendment. Except as expressly provided in this Amendment, all of the terms and provisions of the Agreement are and

will remain in full force and effect. On and after the Effective Date, each reference in the Agreement to “this Agreement,”

“the Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference

to the Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Agreement,

will mean and be a reference to the Agreement as amended by this Amendment. For the avoidance of doubt, nothing herein is intended to

amend the Voting Cap Threshold set forth in the Agreement.

6. Miscellaneous. Sections 4, 5 and 6 of the Agreement (without giving effect to this

Amendment) are hereby expressly incorporated by reference and shall each apply mutatis mutandis to this Amendment. The Agreement,

as amended by this Amendment, constitutes the entire agreement of the Parties with respect to the subject matter thereof. This Amendment

may be executed in counterparts (including by electronic signature or other electronic transmission), each of which shall be deemed an

original and all of which together shall constitute one and the same instrument.

[The remainder of this page is

left blank intentionally.]

IN WITNESS WHEREOF, the Parties hereto have each

executed this Amendment on the Effective Date.

COMPANY:

MGM RESORTS INTERNATIONAL

By:

/s/ William J. Hornbuckle

Name:

William J. Hornbuckle

Title:

Chief Executive Officer and President

IN WITNESS WHEREOF, the Parties hereto have each

executed this Amendment on the Effective Date.

PEOPLE:

PEOPLE INCORPORATED

By:

/s/ Timothy Quinn

Name: Timothy Quinn

Title: Chief Financial Officer

MR. BARRY DILLER:

/s/ Barry Diller

Barry Diller

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Oct. 27, 2026

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration