Caesars Entertainment Inc

1. 1

   Merger Proposal

   ManagementBoard: FOR

   Approve and adopt the Agreement and Plan of Merger under which Empire Merger Sub, a wholly owned subsidiary of Fertitta Gaming Holdco, LLC, will merge with and into Caesars Entertainment, Inc., with Caesars surviving as a wholly owned subsidiary of Fertitta Gaming Holdco, LLC; eligible shares will receive $31.00 in cash per share, plus a potential ticking fee if closing occurs after June 26, 2027.

   More detail

   The proposal asks stockholders to adopt the merger agreement and approve the acquisition of Caesars by Fertitta Gaming Holdco, LLC. The transaction would merge Empire Merger Sub into Caesars, leaving Caesars as a wholly owned subsidiary of Fertitta Gaming Holdco. Eligible holders would receive $31.00 per share in cash, subject to applicable withholding and exclusions, with a potential daily ticking fee if closing has not occurred by the specified date. Approval requires the affirmative vote of a majority of the outstanding shares entitled to vote, making abstentions and failures to vote functionally equivalent to opposition. Stockholder approval is a closing condition, so rejection would prevent the merger from being completed under the agreement. The Board emphasizes the substantial premium to the unaffected trading price, the certainty and liquidity of all-cash consideration, and the avoidance of certain refinancing and change-of-control costs through the transaction structure. The Board also considered standalone business risks, substantial indebtedness, competitive and macroeconomic pressures, regulatory issues, and execution uncertainty. PJT Partners rendered a fairness opinion that the merger consideration was fair from a financial point of view, and the Board concluded that the negotiated terms and financing arrangements provided a compelling outcome. The Board therefore recommends that stockholders vote FOR Proposal 1.

2. 2

   Advisory Merger-Related Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Caesars’ named executive officers in connection with the merger, including disclosed cash severance, equity-award cash-outs, and benefits.

   More detail

   The proposal asks stockholders to approve, on a non-binding advisory basis, compensation that may be paid or become payable to Caesars’ named executive officers because of the merger. The disclosed arrangements include cash severance, cash payments for canceled equity awards, and health-benefit-related payments. Equity awards would generally be canceled and converted into cash based on the merger consideration, while severance benefits would generally require a qualifying termination after the change in control. The proposal is required under the Dodd-Frank Act and Exchange Act Rule 14a-21(c) as a say-on-golden-parachute vote. The proxy discloses estimated aggregate golden-parachute amounts for the named executive officers, while emphasizing that actual amounts may differ based on timing, performance, employment status, and other assumptions. The Board was aware that directors and executive officers had interests that could differ from those of ordinary stockholders and considered those interests when approving the merger. Approval requires a majority of votes cast by stockholders present in person or by proxy and entitled to vote. Abstentions and failures to vote have no effect on the outcome, assuming a quorum is present. The advisory vote is separate from the merger vote and is not a condition to closing. Contractually required compensation may be paid even if stockholders reject this proposal, so the vote provides an advisory expression rather than a veto. The Board recommends voting FOR Proposal 2.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve any adjournment of the special meeting to solicit additional proxies if there are insufficient votes to approve the Merger Proposal.

   More detail

   The proposal asks stockholders to authorize adjournment of the special meeting if additional time is needed to solicit proxies supporting the merger proposal. It is designed to address an insufficient vote total or potentially an insufficient quorum at the scheduled meeting. Approval requires a majority of the votes cast, rather than a majority of all outstanding shares. Abstentions and failures to vote have no effect on the proposal’s outcome, assuming a quorum is otherwise present. The Company does not intend to call a vote on this proposal if the Merger Proposal is already approved at the meeting. The Board and meeting chair also retain certain authority under the bylaws and merger agreement to postpone or adjourn the meeting in specified circumstances. The merger agreement limits the number and duration of adjournments that may be taken for proxy-solicitation or quorum purposes without Parent’s consent. The proposal does not itself approve the merger and is not a condition to closing. Its practical purpose is to preserve the Board’s ability to continue soliciting votes if the initial meeting does not produce the required approval. The Board recommends voting FOR Proposal 3 because additional solicitation may be necessary to obtain the majority approval required for the Merger Proposal.

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When is the Caesars Entertainment Inc 2026 special meeting?

Caesars Entertainment Inc (CZR) holds its 2026 special shareholder meeting on Tuesday, September 22, 2026.

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

The record date for the Caesars Entertainment Inc 2026 meeting is Friday, August 21, 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 10 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.