Caesars Entertainment Inc.

06/13/2025 | Press release | Distributed by Public on 06/13/2025 04:10

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2025 Annual Meeting on June 10, 2025. Present at the 2025 Annual Meeting, either in person or by proxy, were holders of 187,689,994 shares of the Company's common stock, constituting a quorum of the Company's outstanding shares. At the 2025 Annual Meeting, the Company's shareholders considered four 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 24, 2025 (the "Proxy Statement").
Proposal 1: Election of Directors
The shareholders elected the Company's nominees to 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 % Voted Votes Against % Voted Abstentions Broker
Non-Votes
Gary L. Carano 173,620,400 98.7 % 2,272,058 1.3 % 209,754 11,587,782
Bonnie S. Biumi 172,787,266 98.3 % 2,961,956 1.7 % 352,990 11,587,782
Jan Jones Blackhurst 172,521,628 98.2 % 3,227,846 1.8 % 352,738 11,587,782
Frank J. Fahrenkopf, Jr. 168,066,923 95.6 % 7,825,754 4.4 % 209,535 11,587,782
Kim Harris Jones 175,149,672 99.6 % 741,438 0.4 % 211,102 11,587,782
Don R. Kornstein 166,402,809 94.6 % 9,489,159 5.4 % 210,244 11,587,782
Jesse Lynn 174,782,561 99.4 % 1,097,408 0.6 % 222,243 11,587,782
Courtney R. Mather 170,239,641 96.8 % 5,651,355 3.2 % 211,216 11,587,782
Ted Papapostolou 170,740,240 97.1 % 5,139,284 2.9 % 222,688 11,587,782
Michael E. Pegram 169,941,788 96.6 % 5,928,308 3.4 % 232,116 11,587,782
Thomas R. Reeg 174,810,278 99.4 % 1,082,356 0.6 % 209,578 11,587,782
David P. Tomick 172,615,723 98.2 % 3,251,807 1.8 % 234,682 11,587,782
Each of the foregoing directors was elected by a majority of the votes cast at the 2025 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:
Votes For % Voted Votes Against % Voted Abstentions Broker
Non-Votes
116,985,947 66.5 % 58,820,820 33.5 % 295,445 11,587,782
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, 2025. The number and type of votes cast with respect to the proposal were as follows:
Votes For % Voted Votes Against % Voted Abstentions Broker
Non-Votes
187,296,598 99.9 % 111,537 0.1 % 281,859 -
The foregoing Proposal 3 was approved.
Proposal 4: Consideration of a Shareholder Proposal Regarding the Adoption of a Smokefree Policy for Caesars Entertainment Properties
The number and type of votes cast with respect to the proposal, as well as the number of non-votes with respect to the proposal, were as follows:
Votes For % Voted Votes Against % Voted Abstentions Broker
Non-Votes
16,366,242 9.4 % 157,765,602 90.6 % 1,970,368 11,587,782
The foregoing Proposal 4 was not approved.
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