Caesars Entertainment Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eleven director nominees to serve until the 2027 annual meeting or until their successors are elected and qualified.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s named executive officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narrative. Management seeks shareholder approval to confirm support for its compensation design, which emphasizes performance-based pay: a majority of CEO and NEO compensation is “at-risk,” with long‑term incentives split 50/50 between time‑based RSUs and performance‑based PSUs, where the PSUs in 2025 are weighted toward relative TSR (60%) and average annual free cash flow (40%). The Compensation Committee frames these programs as aligned with shareholder value creation, including pay mix, stock ownership guidelines, clawback policy, capped payouts, and independent consultant oversight. The Board cites responsiveness to shareholder feedback — for example, the 2025 elimination of PSUs tied to Adjusted EBITDA to reduce overlap between short‑term and long‑term incentives — as evidence of governance responsiveness and program refinement. While the vote is non‑binding and will not retroactively change compensation already paid, the Board and Compensation Committee will consider voting outcomes when making future compensation decisions. Management contends that approval signals investor support for the disclosed pay-for-performance framework and helps sustain executive retention and alignment during strategic execution, while the Compensation Committee retains discretion and governance safeguards to limit excessive risk‑taking. The recommendation to vote FOR is supported by disclosures of rigorous target-setting, multi-year performance measurement, and post‑vote shareholder engagement processes following lower support in prior years. Given the advisory nature of the proposal, shareholders should understand this vote as feedback to the Board rather than an enforceable mandate, but one that the Board intends to factor into future compensation program adjustments.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

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When is the Caesars Entertainment Inc 2026 annual meeting?

Caesars Entertainment Inc (CZR) holds its 2026 annual shareholder meeting on Tuesday, June 9, 2026.

What is the record date for the Caesars Entertainment Inc 2026 meeting?

The record date for the Caesars Entertainment Inc 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Caesars Entertainment Inc's 2026 meeting?

The board is presenting 11 director nominees at the Caesars Entertainment Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Caesars Entertainment Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Caesars Entertainment Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.