UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 16, 2023, Caesars Entertainment, Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Amended and Restated Certificate of Incorporation amended the Company’s certificate of incorporation, which was filed with the State of Delaware on July 20, 2020 (the “Certificate of Incorporation”).
The Amended and Restated Certificate of Incorporation amends the Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law. Prior to the adoption of the Amended and Restated Certificate of Incorporation, the Certificate of Incorporation only provided for the exculpation of directors and not officers.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 13, 2023. Present at the Annual Meeting, either in person or by proxy, were holders of 196,086,372 shares of the Company’s common stock, constituting a quorum of the Company’s outstanding shares. At the Annual Meeting, the Company’s shareholders considered six proposals. Each of the proposals is discussed briefly below and is described in more detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 28, 2023 (the “Proxy Statement”).
Proposal 1: Election of Directors
The shareholders elected the Company’s nominees to the Board of Directors of the Company (the “Board”). The nominees for election to the Board, the number and type of votes cast with respect to each nominee, as well as the number of broker non-votes with respect to each nominee, were as follows:
| Nominee |
Votes For | Votes Withheld | ||||||
| Gary L. Carano |
181,857,488 | 3,266,790 | ||||||
| Bonnie S. Biumi |
184,049,419 | 1,074,859 | ||||||
| Jan Jones Blackhurst |
183,701,272 | 1,423,006 | ||||||
| Frank J. Fahrenkopf |
140,431,989 | 44,692,289 | ||||||
| Don R. Kornstein |
155,898,165 | 29,226,113 | ||||||
| Courtney R. Mather |
181,340,179 | 3,784,099 | ||||||
| Michael E. Pegram |
181,290,014 | 3,834,264 | ||||||
| Thomas R. Reeg |
183,915,770 | 1,208,508 | ||||||
| David P. Tomick |
163,283,785 | 21,840,493 | ||||||
Broker non-votes: 10,962,094 for each of Gary L. Carano, Bonnie S. Biumi, Jan Jones Blackhurst, Frank J. Fahrenkopf, Don R. Kornstein, Courtney R. Mather, Michael E. Pegram, Thomas R. Reeg and David P. Tomick
Each of the foregoing directors was elected by a majority of the votes cast at the Annual Meeting at which a quorum was present.
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation
The shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s Proxy Statement. The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows:
| For |
Against |
Abstain | ||
| 144,468,851 | 40,537,088 | 118,339 |
Broker non-votes: 10,962,094
The foregoing Proposal 2 was approved.
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
The shareholders approved the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The number and type of votes cast with respect to the proposal were as follows:
| For |
Against |
Abstain | ||
| 195,911,270 | 78,298 | 96,804 |
The foregoing Proposal 3 was approved.
Proposal 4: Approval and Adoption of an Amendment to the Company’s Certificate of Incorporation to Limit the Liability of Certain Officers and the Amendment and Restatement of the Company’s Certificate of Incorporation to Reflect Such Amendment
The shareholders approved the proposal to amend the Company’s certificate of incorporation to limit the liability of certain officers and the amendment and restatement of the Company’s certificate of incorporation to reflect such amendment. The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows:
| For |
Against |
Abstain | ||
| 174,517,174 | 9,785,883 | 821,221 |
Broker non-votes: 10,962,094
The foregoing Proposal 4 was approved.
Proposal 5: Consideration of a Shareholder Proposal Regarding the Company’s Political Disclosures
The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows:
| For |
Against |
Abstain | ||
| 75,292,623 | 104,060,715 | 5,770,940 |
Broker non-votes: 10,962,094
The foregoing Proposal 5 was not approved.
Proposal 6: Consideration of a Shareholder Proposal Regarding the Company’s Board Matrix
The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows:
| For |
Against |
Abstain | ||
| 34,863,330 | 148,898,990 | 1,361,958 |
Broker non-votes: 10,962,094
The foregoing Proposal 6 was not approved.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company. | |
| 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.
| Date: June 16, 2023 | CAESARS ENTERTAINMENT, INC. | |||||
| By: | /s/ Edmund Quatmann, Jr. | |||||
| Name: | Edmund Quatmann, Jr. | |||||
| Title: | Chief Legal Officer, Executive Vice President and Secretary | |||||