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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
_____________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the


Securities Exchange Act of 1934
(Amendment (Amendment No. )
_____________________

Filed by the Registrant  x                    Filed by a Party other than the Registrant  o

Check the appropriate box:

☑Filed by the Registrant☐Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:
o☑ Preliminary Proxy Statement
o☐Confidential, forFor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x☐Definitive Proxy Statement
o☐ Definitive Additional Materials
o☐Soliciting Material Pursuant to §240.14a-12Under Rule 14a-12
CAESARS ENTERTAINMENT CORPORATION

Caesars Entertainment Corporation

(Name of registrantRegistrant as specified in its charter)

Specified In Its Charter)
(Name of person(s) filing proxy statement,Person(s) Filing Proxy Statement, if other thanOther Than the registrant)
Registrant)

Payment of Filing Fee (Check the appropriate box)PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
x☑ No fee required.
☐
oFee computed on table below per Exchange Act Rules 14a-6(i)(4)(1) and 0-11.
(1)1) Title of each class of securities to which transaction applies:
(2)2) Aggregate number of securities to which transaction applies:
(3)3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)4) Proposed maximum aggregate value of transaction:
(5)5) Total fee paid:
☐
oFee paid previously with preliminary materials.materials:
☐
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Formform or Scheduleschedule and the date of its filing.
1) Amount previously paid:
(1)Amount Previously Paid:
(2)2) Form, Schedule or Registration Statement No.:
(3)3) Filing Party:
(4)
4) Date Filed:

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED APRIL 24, 2019
2019 Proxy Statement

Notice of 2019 Annual
Meeting of Shareholders
TO BE HELD ON JUNE 24, 2019





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OUR GUIDING FRAMEWORKS

Our Mission
We inspire grown-ups to play.

Our Vision
Create memorable experiences, personalize rewards and
delight every guest, every team member, every time.

Our Values
Integrity
Service with passion
Celebrating success
Diversity & Inclusion
Caring culture
Ownership

FOUR PILLARS
OF OUR CODE OF COMMITMENT

 
EMPLOYEES
A commitment to all our employees to treat them
with respect and provide satisfying career opportunities.
GUESTS
A commitment to all our guests to promote
responsible gaming.
COMMUNITIES
A commitment to all our communities to help
make them healthy and vibrant places to live and work.
ENVIRONMENT
A commitment to responsible stewardship
of the environment.

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION




One Caesars Palace Drive
Las Vegas, Nevada 89109

May [●], 2019

April 14, 2016DEAR FELLOW SHAREHOLDERS,


Dear Fellow Stockholders:

We cordially

I am pleased to invite you to attend our 20162019 Annual Meeting of Stockholders,Shareholders, which will be held on Wednesday, May 18, 2016,Monday, June 24, 2019, at 12:8:00 p.m.a.m., Pacific Time, in Roman III Ballroomthe Florentine I Room at Caesars Palace, One Caesars Palace Drive, Las Vegas, Nevada.


Nevada 89109.

At the meeting, we will vote on proposals to elect three directors, adopteight directors. We will also hold an advisory resolution to approvevote on the compensation of our named executive officers (the “say-on-pay” vote), hold an advisory vote on the frequency of say-on-pay votes, ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2016, approve an amendment to our 2012 Performance Incentive Plan to increase the number of shares available2019 and approve the Senior Executive Incentive Plan.


Whether or not you expect to attend the meeting, pleaseconsider two management proposals.

Please promptly complete, sign, date, and return the enclosed proxy card, or grant your proxy electronically over the Internet or by telephone, so that your shares will be represented at the meeting.

If you do attend, you may vote in person, even if you have sent in your proxy card.


We look forward to seeing

Thank you at the meeting.

very much for your continued support.

Sincerely,

James Hunt

Chairman, Board of Directors

2019 PROXY STATEMENT
Sincerely,
Gary Loveman
Chairman of the Board,
Mark Frissora
President and Chief Executive Officer1



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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION


One Caesars Palace Drive
Las Vegas, Nevada 89109
________________________
NOTICE OF ANNUAL MEETINGOF STOCKHOLDERS
To Be Held May 18, 2016
_______________________
SHAREHOLDERS


To the Stockholders of Caesars Entertainment Corporation:
Caesars Entertainment Corporation (the “Company”) will hold its annual meeting of stockholders on May 18, 2016 at 12:00 p.m. Pacific Time in Roman III Ballroom at Caesars Palace, One Caesars Palace Drive, Las Vegas, Nevada for the following purposes:
 1.    To elect three nominees to serve as Class I directors of the Company, as recommended by the Nominating and Corporate Governance Committee of the Board of Directors, for three-year terms, with each director to serve until the 2019 annual meeting of the stockholders of the Company or until such director’s respective successor is duly elected and qualified;
2.    To adopt an advisory resolution to approve the compensation of the Company’s named executive officers;
3.     To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016;
4.     To approve an amendment to the Company's 2012 Performance Incentive Plan (the “2012 Plan”) to increase
by 7,500,000 shares the number of shares of the Company's common stock, par value $0.01 per share, that may be issued under
the 2012 Plan;

5.     To approve the Senior Executive Incentive Plan; and
6.    To transact such other business as may properly come before the meeting or any adjournment of the meeting.
Only stockholders that owned the Company’s common stock at the close of business on March 21, 2016 are entitled to notice of and may vote at this meeting or any adjournment of the meeting. A list of Caesars Entertainment Corporation stockholders of record will be available at the Company’s corporate headquarters located at One Caesars Palace Drive, Las Vegas, Nevada 89109, during ordinary business hours, for 10 days prior to the annual meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, TO ENSURE THE PRESENCE OF A QUORUM, PLEASE VOTE OVER THE INTERNET OR BY TELEPHONE AS INSTRUCTED IN THESE MATERIALS OR COMPLETE, DATE, AND SIGN A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.
By Order of the Board of Directors,
Scott E. Wiegand
Corporate Secretary
Monday, June 24, 2019
8:00 a.m., Pacific Time
Florentine I Room at Caesars Palace
One Caesars Palace Drive
Las Vegas, Nevada 89109
April 14, 2016

WHO CAN VOTE:
Shareholders of record of Caesars common stock (NASDAQ: CZR) at the close of business on May 6, 2019, are entitled to vote at the meeting or any adjournment of the meeting




One Caesars Palace Drive

Las Vegas, Nevada 89109

PROXY STATEMENT
TABLETHE ITEMS OF CONTENTSBUSINESS ARE:

COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Proposal		   
2
CORPORATE GOVERNANCE
8
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
13
PROPOSAL 1 - ELECTION OF DIRECTORS
14
PROPOSAL 2 - ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
18
EXECUTIVE OFFICERS
19
EXECUTIVE COMPENSATION
21
PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
50
PROPOSAL 4 - APPROVAL OF THE AMENDMENT TO THE 2012 PLAN
51
PROPOSAL 5 - APPROVAL OF THE SENIOR EXECUTIVE INCENTIVE PLAN
59
AUDIT COMMITTEE REPORT
64
OTHER MATTERS
65
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
66
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
76
WHERE TO FIND ADDITIONAL INFORMATION
79
APPENDIX A
Appendix A-1
APPENDIX B
Appendix B -1





One Caesars Palace Drive
Las Vegas, Nevada 89109
_____________________

Proxy Statement for Annual Meeting of Stockholders
to be held on May 18, 2016
_____________________

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON THURSDAY, MAY 18, 2016

The Company’s Proxy Statement (including sample proxy card) and 2015 Annual Report to Stockholders are available on our website at www.caesars.com.Board RecommendationAdditionally, and in accordance with Securities and Exchange Commission rules, you may access our proxy materials, including the Company’s Proxy Statement and 2015 Annual Report to Stockholders, at https://www.proxydocs.com/czr.


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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2016
COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Q:WHEN WAS THIS PROXY STATEMENT FIRST MAILED OR MADE AVAILABLE TO STOCKHOLDERS?
A:    This proxy statement was first mailed or made available to stockholders of Caesars Entertainment Corporation (“Caesars”, “CEC”, “we” or the “Company”) on or about April 14, 2016. Our 2015 Annual Report to Stockholders is being mailed and made available with this proxy statement. The annual report is not part of the proxy solicitation materials.
Q:WHAT IS THE PURPOSE OF THE ANNUAL MEETING AND WHAT AM I VOTING ON?
A:         At the annual meeting you will be voting on the following proposals:
1.The election of threeTo elect eight directors to serve as Class I directors for three-year terms expiring in fiscal 2019. This year’s board nominees are:until the 2020 annual meeting of the shareholders of the Company or until such director’s respective successor is duly elected and qualified

•Jeffrey Benjamin
•Fred Kleisner
•Lynn Swann
✓ FOR each nominee
2.AnTo approve, on an advisory, resolution to approve the compensation of the Company’snon-binding basis, named executive officers.officer compensation

✓ FOR
3.A proposal to ratifyTo select, on an advisory, non-binding basis, the appointmentfrequency of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2016.future advisory votes on named executive officer compensation

✓ FOR Every “One Year”
4.A proposal to approve an amendment to the 2012 Plan to increase by 7,500,000 shares the number
of shares of the Company's common stock that may be issued under the 2012 Plan.

5.     A proposal to approve the Senior Executive Incentive Plan.

Q:WHAT ARE THE BOARD’S VOTING RECOMMENDATIONS?
A:        The board of directors recommends the following votes:

1.
FOR each of the director nominees.

2.
FOR the advisory resolution to approve the compensation of the Company’s named executive officers.
3.
FOR the ratification ofTo ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.
2019

✓ FOR
4.5.
FOR theTo approve a proposed amendment to the 2012 PlanCompany’s Charter to increase by 7,500,000 shares the number of shares of the Company's common stock that may be issued under the 2012 Plan.

5.     FOR the approval of the Senior Executive Incentive Plan.

Q:WHO MAY ATTEND THE ANNUAL MEETING?
A:
Stockholders of record as of the close of business on March 21, 2016, which is the “Record Date,” or their duly appointed proxies, may attend the meeting. “Street name” holders (those whose shares are held through a broker or other nominee)must bring a copy of a brokerage statement reflecting their ownership of our common stock as of the record date. Space limitations may make it necessary to limit attendance to stockholders and valid picture identification is required. Cameras, recording devices, and other electronic devices are not permittedenable shareholders who beneficially own at the meeting. Registration will begin at 11:30 a.m., local time and the annual meeting will commence at 12:00 p.m. local time, in Roman III Ballroom at Caesars Palace, One Caesars Palace Drive, Las Vegas, Nevada.

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If you need assistance with directions to the annual meeting, please contact Charise Crumbley – Investor Relations at (702) 407-6292.
Q:WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?
A:
Only stockholders of record as of the close of business on the Record Date are entitled to receive notice of and participate in the annual meeting. Each outstanding share of common stock is entitled to one vote on each matter presented. As of the Record Date, Caesars had 145,656,269 shares of common stock outstanding. Any stockholder entitled to vote may vote either in person or by duly authorized proxy. Cumulative voting is not permitted with respect to the election of directors or any other matter to be considered at the annual meeting.

Q:WHO IS SOLICITING MY VOTE?
A:
The Company’s Board of Directors is sending you and making available this proxy statement in connection with the solicitation of proxies for use at the annual meeting. The Company pays the cost of soliciting proxies. Proxies may be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by certain of our directors, officers, and employees, without additional compensation. Forms of proxies and proxy materials may also be distributed through brokers, custodians, and other like parties to the beneficial owners of shares of our common stock, in which case we will reimburse these parties for their reasonable out-of-pocket expenses.
Q:WHAT CONSTITUTES A QUORUM?
A:
The presence, in person or by proxy, of the holders of record of shares of our capital stock entitling the holders thereof to cast a majority of the votes entitled to be cast by the holders of shares of capital stock entitled to vote at the annual meeting constitutes a quorum. There must be a quorum for business to be conducted at the meeting. Failure of a quorum to be represented at the annual meeting will necessitate an adjournment or postponement of the meeting and will subject the Company to additional expense. Votes withheld from any nominee for director, abstentions, and broker non-votes are counted as present or represented for purposes of determining the presence or absence of a quorum.
Q:WHAT IS A “BROKER NON-VOTE”?
A:Under the NASDAQ rules, brokers and nominees may exercise their voting discretion without receiving instructions from the beneficial owner of the shares on proposals that are deemed to be routine matters. If a proposal is a non-routine matter, a broker or nominee may not vote the shares on the proposal without receiving instructions from the beneficial owner of the shares. If a broker turns in a proxy card expressly stating that the broker is not voting on a non-routine matter, such action is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum.

Q:WHAT IS THE VOTE REQUIRED TO ELECT DIRECTORS?

A:Directors are elected by a plurality of the votes cast in person or by proxy at the annual meeting and entitled to vote on the election of directors. “Plurality” means that the nominees receiving the greatest number of affirmative votes will be elected as directors, up to the number of directors to be chosen at the meeting. Broker non-votes will not affect the outcome of the election of directors because brokers do not have discretion to cast votes on this proposal without instruction from the beneficial owner of the shares.
Q:WHAT IS THE VOTE REQUIRED TO ADOPT THE ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS?
A:
The advisory resolution to approve the compensationleast 15% of the Company’s named executive officers must receive the affirmative vote of a majority of the votes cast by stockholders present in person or by proxy at the annual meeting and entitledoutstanding common stock to vote at the annual meeting. Broker non-votes will not affect the outcome of the adoption of the advisory resolution to approve the compensation of the Company’s named executive officers because brokers do not have discretion to cast votes on this proposal without instruction from the beneficial owner of the shares.call special meetings

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✓ FOR
Q:6.WHAT IS THE VOTE REQUIRED TO APPROVE THE RATIFICATION OF DELOITTE & TOUCHE LLP?

A:
The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2016 must receive the affirmative vote ofTo approve a majority of the votes cast by stockholders present in person or by proxy at the annual meeting and entitled to vote at the annual meeting. Because it is a routine matter and brokers are entitled to exercise their voting discretion without receiving instructions from the beneficial owner of the shares broker non-votes will not affect the outcome of the approval of Deloitte & Touche LLP.

Q:WHAT IS THE VOTE REQUIRED TO APPROVE THE AMENDMENT TO THE 2012 PLAN?

A:The approval of theproposed amendment to the 2012 Plan must receiveCompany’s Charter to restrict the affirmative vote of a majority of the votes cast by stockholders present in personCompany’s ability to adopt any “rights plan” or by proxy at the annual meeting and entitled to vote at the annual meeting. Broker non-votes will not affect the outcome of the approval of the Amendment to the 2012 Plan because brokers do not have discretion to cast votes on this proposal without instruction from the beneficial owner of the shares.“poison pill”✓ FOR

Q:WHAT IS THE VOTE REQUIRED TO APPROVE THE SENIOR EXECUTIVE INCENTIVE PLAN?

A:The approval of the Senior Executive Incentive Plan must receive the affirmative vote of a majority of the votes cast by stockholders present in person or by proxy at the annual meeting and entitled to vote at the annual meeting. Broker non-votes will not affect the outcome of the approval of the Senior Executive Incentive Plan because brokers do not have discretion to cast votes on this proposal without instruction from the beneficial owner of the shares.

Q:WHAT IF I ABSTAIN FROM VOTING?
A:
If you attend the meeting or send in your signed proxy card but abstain from voting, you will still be counted for purposes of determining whether a quorum exists. Abstentions will have no effect on the outcome of the vote on any proposal because abstentions do not represent votes cast.
Q:WILL THERE BE OTHER MATTERS TO VOTE ON AT THIS ANNUAL MEETING?
A:
We are not aware of any other matters that you will be asked to vote on at the annual meeting. Other matters

Shareholders will also consider such other business as may be voted on if they are properly brought before the annual meeting in accordance with our by-laws. If other matters are properly brought before the annual meeting, then the named proxies will vote the proxies they hold in their discretion on such matters.

For matters to be included in our proxy materials for the annual meeting, proposals must have been received by our Corporate Secretary no later than December 22, 2015. For matters to be properly broughtcome before the annual meeting we must have received written notice, togetheror any adjournment of the meeting.

If your shares are not registered directly in your name but are held in the name of a broker or other nominee, you will receive a form from your broker or other nominee seeking instruction as to how to vote your shares. You should contact your broker or other nominee with specified information, not earlier than January 21, 2016questions about how to provide or revoke your instructions.

Caesars Entertainment Corporation is providing you with this proxy statement relating to its 2019 annual meeting of shareholders. We began mailing proxy materials, including this proxy statement and not later than February 20, 2016. We did not receive noticea form of any properly brought matters by the deadlines for this year’s annual meeting.proxy, to shareholders on or about May [●], 2019.

May [●], 2019
Las Vegas, Nevada

Michelle Bushore
Senior Vice President, Deputy General Counsel,
Chief Governance & Transactional Officer and Corporate Secretary

Q:WILL MY SHARES BE VOTED IF I DO NOT SIGN AND RETURN MY PROXY CARD OR

HOW TO VOTE BY TELEPHONE OR OVER THE INTERNET?

A:
IN ADVANCE
If you are a registered stockholder and you do not sign and return your proxy card orPlease vote by telephone or over the Internet, your shares will not be voted at the annual meeting. Questions concerning stock certificates and registered stockholders may be directed to Computershare, P.O. Box 30170, College Station, TX 77842-3170 or Computershare, 211 Quality Circle, Ste. 210, College Station, TX 77845 or by telephone at 800-962-4284.If your shares are held in street name and you do not issue instructions to your broker, your broker may vote shares at its discretion on routine matters, but may not vote your shares on non-routine matters. Under applicable stock market rules, Proposal 3 relating to the ratification of the appointment of the independent registered public accounting firm is deemed to be a routine matter and brokers and nominees may exercise their voting discretion without receiving instructions from the beneficial owners of the shares. Proposals 1, 2, 4 and 5 are non-routine matters and, therefore, may only be voted in accordance with instructions received from the beneficial owners of the shares.


4

Q:HOW DO I VOTE IF MY SHARES ARE REGISTERED DIRECTLY IN MY NAME?
A:
promptly. We offer four methods for you to vote your shares at the annual meeting. While we offer four methods, we encourage you to vote through the Internet or by telephone, as they are the most cost-effective methods.methods for the Company.


We also recommend that you vote as soon as possible, even if you are planningBY INTERNET:
Go to attend the annual meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient, cost-effective alternatives to returningwww.proxyvote.com. Have your proxy card available when you access the website. You will need the control number from your proxy card to vote. Cumulative voting cannot be accepted by mail. There is no chargeInternet.

 
BY TELEPHONE:
Call 1-800-690-6903 toll-free (in the United States, U.S. territories and Canada) on a touch-tone telephone. Have your proxy card available when you call. You will need the control number from your proxy card to vote. Cumulative voting cannot be accepted by telephone.


BY MAIL:
Complete, sign and date the proxy card, and return it in the postage paid envelope provided with the proxy material.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 24, 2019
This proxy statement, our 2018 Annual Report and the means to vote your shares via theby Internet though you may incur costs associated with electronic access, such as usage charges from Internet access providers. If you chooseare www.proxyvote.com



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TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS2
PROXY STATEMENT SUMMARY5
PROPOSAL 1 - ELECTION OF DIRECTORS7
CORPORATE GOVERNANCE AND BOARD MATTERS8
Board Composition and Nomination Process8
Board Structure and Responsibilities17
Board Accountability and Processes22
Director Compensation23
PROPOSAL 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION25
EXECUTIVE COMPENSATION MATTERS26
Executive Officers26
Compensation Risk Assessment28
Compensation Discussion and Analysis28
Compensation Committee Report42
Summary Compensation Table43
2018 Grants of Plan-Based Awards48
Outstanding Equity Awards at 2018 Fiscal Year-End49
2018 Option Exercise and Stock Vested50
2018 Nonqualified Deferred Compensation50
Potential Payments upon Termination or Change in Control52
CEO Pay Ratio55
PROPOSAL 3 - ADVISORY VOTE TO SELECT THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION56
PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM57
AUDIT-RELATED MATTERS58
Audit Committee Report58
Policy on Audit Committee Pre-Approval59
Fees Paid to vote your shares through the Internet or by telephone, there is no need for youAuditors59
Independent Registered Public Accounting Firm’s Independence60
PROPOSAL 5 - AMENDMENT TO THE COMPANY’S CHARTER TO ENABLE SHAREHOLDERS TO CALL SPECIAL MEETINGS61
PROPOSAL 6 - AMENDMENT TO THE COMPANY’S CHARTER TO RESTRICT THE COMPANY’S ABILITY TO ADOPT ANY “RIGHTS PLAN” OR “POISON PILL”62

2019 PROXY STATEMENT3

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TABLE OF CONTENTS

OTHER INFORMATION64
Other Business64
Certain Relationships and Related Party Transactions64
Security Ownership67
Section 16(a) Beneficial Ownership Reporting Compliance70
Where to mail your proxy card.Find Additional Information70
INFORMATION ABOUT VOTING AND THE MEETING71
ANNEX A—SPECIAL MEETING CHARTER AMENDMENT76
ANNEX B—RIGHTS PLAN CHARTER AMENDMENT77

4

You may (i) voteTable of Contents

PROXY STATEMENT SUMMARY

This summary highlights the proposals to be acted upon, which are described in person atdetail in this proxy statement. This summary does not contain all of the annual meetinginformation that you should consider, and you should read the entire proxy statement carefully before voting.

References to the “Company” or (ii) authorize“Caesars” in this proxy statement refer to Caesars Entertainment Corporation and its consolidated subsidiaries. References to the persons namedCompany’s “Charter” in this proxy statement refer to the Company’s Second Amended and Restated Certificate of Incorporation, as proxies onamended.

ABOUT CAESARS ENTERTAINMENT

Caesars Entertainment Corporation (NASDAQ: CZR) is one of the enclosed proxy card, Mark Frissora, Timothy Donovanworld’s most diversified casino-entertainment providers and Scott Wiegandthe most geographically diverse U.S. casino-entertainment company. Since our beginning in Reno, Nevada, in 1937, Caesars has grown through development of new resorts, expansions and acquisitions. Caesars’ resorts operate primarily under the Caesars®, to vote your shares by returningHarrah’s® and Horseshoe® brand names and Caesars’ portfolio also includes the enclosed proxy card by mail, through the Internet or by telephone.

By internet: Go to www.proxypush.com/CZR. Have your proxy card available when you access the website. You will need the control number from your proxy card to vote.
By telephone: Call (866) 416-3128 toll-free (in the United States, U.S. territories and Canada), on a touch-tone telephone. Have your proxy card available when you call. You will need the control number from your proxy card to vote.
By mail: Complete, sign and date the proxy card, and return itCaesars Entertainment UK family of casinos. Caesars Entertainment is headquartered in the postage paid envelope provided with the proxy material.

Las Vegas, Nevada.

PROPOSALS

Q:HOW DO I VOTE MY SHARES IF THEY ARE HELD IN THE NAME OF MY BROKER (STREET NAME)?
A:If your shares are held in street name, you will receive a form from your broker or nominee seeking instruction as to how your shares should be voted. You should contact your broker or other nominee with questions about how to provide or revoke your instructions.

Q:WHO WILL COUNT THE VOTE?
A: PROPOSAL
1
Mediant Communications, LLC has been engaged as our independent inspector

To Elect Eight Directors to Serve until the 2020 Annual Meeting of the Shareholders of the Company or until Such Director’s Respective Successor is Duly Elected and Qualified

✓The Board of Directors recommends that shareholders vote FOR the election of each nominee.

Shareholders may vote to tabulate stockholder votes for the 2016 annual meeting.

Q:CAN I CHANGE MY VOTE AFTER I RETURN OR SUBMIT MY PROXY?
A:
Yes. Even after you have submitted your proxy, you can revoke your proxy or change your vote at any time before the proxy is exercised by appointing a new proxy or by providing written noticeelect each of eight directors to the Corporate Secretary or acting secretary of the meeting and by voting in person at the meeting. Presence atCompany’s Board to serve one-year terms as a director until the annual meeting of a stockholder who has appointed a proxy does notshareholders in itself revoke a proxy.2020.

Cumulative voting is permitted in the election of directors. Cumulative voting allows you to allocate among the director nominees, as you see fit, the total number of votes you have the right to cast (before cumulating votes), multiplied by the number of directors to be elected. Please see “Information about Voting and the Meeting—Is cumulative voting permitted?” for details.


Q:MAY I VOTE AT THE ANNUAL MEETING?
PROPOSAL
2

To Approve, on an Advisory, Non-binding Basis, Named Executive Officer Compensation

✓The Board of Directors recommends that shareholders vote FOR approval of the compensation of the Company’s named executive officers, as disclosed in this proxy statement, on an advisory, non-binding basis.

Shareholders may vote to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement.


2019 PROXY STATEMENT5

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PROXY STATEMENT SUMMARY

A: PROPOSAL
3
If you complete

To Select, on an Advisory, Non-binding Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation

✓The Board of Directors recommends that shareholders vote FOR the option of every “ONE YEAR” as the frequency with which shareholders are provided an advisory, non-binding vote on the compensation of the Company’s named executive officers.

Shareholders may select, on an advisory, non-binding basis, a proxy card,one-, two- or three-year frequency for the shareholder advisory vote throughon the Internetcompensation of the Company’s named executive officers.


PROPOSAL
4

To Ratify the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2019

✓The Board of Directors recommends that shareholders vote FOR the ratification of the appointment of Deloitte & Touche LLP as Caesars’ independent registered public accounting firm for 2019.

Shareholders may vote to ratify the re-appointment by the Audit Committee of Deloitte & Touche LLP as Caesars’ independent registered public accounting firm for 2019.


PROPOSAL
5

To Approve a Proposed Amendment to the Company’s Charter to Enable Shareholders Who Beneficially Own at Least 15% of the Company’s Outstanding Common Stock to Call Special Meetings

✓The Board of Directors recommends that shareholders vote FOR the amendment to the Company’s Charter to enable shareholders who beneficially own at least 15% of the Company’s outstanding common stock to call special meetings.

PROPOSAL
6

To Approve a Proposed Amendment to the Company’s Charter to Restrict the Company’s Ability to Adopt Any “Rights Plan” or by telephone, then you may still“Poison Pill”

✓The Board of Directors recommends that shareholders vote in person atFOR the amendment to the Company’s Charter to restrict the Company’s ability to adopt any “rights plan” or “poison pill.”

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Table of Contents

PROPOSAL 1 – ELECTIONOF DIRECTORS

PROPOSAL
1

To Elect Eight Directors to Serve until the 2020 Annual Meeting of the Shareholders of the Company or until Such Director’s Respective Successor is Duly Elected and Qualified

✓The Board recommends that shareholders vote FOR each nominee.

The Board has nominated directors Thomas Benninger, Juliana Chugg, Keith Cozza, John Dionne, James Hunt, Courtney Mather, Anthony Rodio and Richard Schifter to be elected to serve a one-year term until the annual meeting. To vote atmeeting of shareholders in 2020 or until such director’s respective successor is duly elected and qualified or until such director’s death, resignation or removal.

●Nominees bring extensive expertise and relevant skills to drive the meeting, please give written notice that you would like to revoke your original proxy to theCompany’s success
●Slate promotes diversity of viewpoints arising out of diverse experience, age and gender

OUR DIRECTOR NOMINEES
Thomas Benninger
Audit Committee, Strategy & Finance Committee, Transaction Committee
Director since October 2017
Juliana Chugg
Governance & Corporate Secretary or acting secretaryResponsibility Committee
Director since December 2018
Keith Cozza
Governance & Corporate Responsibility Committee, Strategy & Finance Committee, Transaction Committee
Director since March 2019
John Dionne
Audit Committee (Chair)
Director since October 2017
James Hunt
Chairman, Board of the meeting.Directors
Director since October 2017
Courtney Mather
Compensation & Management Development Committee, Strategy & Finance Committee, Transaction Committee
Director since March 2019
Anthony Rodio
Chief Executive Officer
Director since May 2019
Richard Schifter
Compensation & Management Development Committee, Governance & Corporate Responsibility
Committee (Chair)
Director since May 2017

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BOARD COMPOSITION AND NOMINATION PROCESS

DECLASSIFICATION OF THE BOARD AND CUMULATIVE VOTING

Prior to October 6, 2017, our Board was divided into three classes. The members of each class served for a staggered, three-year term. Pursuant to our Charter, our Board is undergoing declassification, beginning with our 2018 annual meeting and ending with our Board being fully declassified as of our 2020 annual meeting. Beginning in 2020, our entire Board will be elected annually.

Upon the expiration of the term of a class of directors, the terms of new directors shall be declassified (i.e., each director shall serve a one-year term). All of the nominees are current directors. Each of the director nominees, if elected, will serve a one-year term as a director until the annual meeting of shareholders in 2020 or until his or her respective successor is duly elected and qualified or until the earlier of his or her death, resignation or removal. If a broker, banknominee becomes unable or unwilling to accept nomination or election, the person or persons voting the proxy will vote for such other person as may be designated by the Board, unless the Board chooses to reduce the number of directors serving on the Board. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve as a director if elected.

Our Charter provides for cumulative voting. Directors may be elected by cumulative voting of the shareholders in person or by proxy at the annual meeting. “Cumulative voting” means that each shareholder will be entitled to cast as many votes as he or she has the right to cast (before cumulating votes), multiplied by the number of directors to be elected. All such votes may be cast for a single nominee holds your shares andor may be distributed among the nominees to be voted for as the shareholder sees fit. The nominees receiving the greatest number of votes will be elected as directors, up to the number of directors to be chosen at the meeting. If you wish to vote in personcumulate your votes, you will need to indicate explicitly your intent to cumulate your votes among the eight persons who will be voted upon at the annual meeting you must first obtain a proxy issued inmeeting. For further information about how to cumulate your name fromvotes, see “Information About Voting and the broker, bank or other nominee; otherwise youMeeting—Is cumulative voting permitted?”

SELECTION OF DIRECTORS

DIRECTOR NOMINATIONS
The Board seeks members whose particular experience, qualifications, attributes and skills, when taken together, will notallow the Board to satisfy its oversight responsibilities effectively. Our Governance & Corporate Responsibility Committee identifies and recommends to the Board persons to be permittednominated to vote in person at the annual meeting.
Q:WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?
A:We intend to announce preliminary voting results at the annual meeting and publish final results in a Current Report on Form 8-K that will be filed with the Securities and Exchange Commission (the “SEC”) within four business days following the annual meeting. All reports we file with the SEC are available when filed. Please see the question “Where to Find Additional Information” below.

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Q:     WHEN ARE STOCKHOLDER PROPOSALS AND STOCKHOLDER NOMINATIONS DUE FOR THE 2017 ANNUAL MEETING?
A:
Under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Corporate Secretary must receive a stockholder proposal no later than December 17, 2016 in order for the proposal to be considered for inclusion in our proxy materials for the 2017 annual meeting. To otherwise bring a proposal or nomination before the 2017 annual meeting, you must comply with our by-laws. Currently, our by-laws require written notice to the Corporate Secretary between January 18, 2017 and February 17, 2017. The purpose of this requirement is to assure adequate notice of, and information regarding, any such matter as to which stockholder action may be sought. If we receive your notice before January 18, 2017 or after February17, 2017, then your proposal or nomination will be untimely. In addition, your proposal or nomination must comply with the procedural provisions of our by-laws. If you do not comply with these procedural provisions, your proposal or nomination can be excluded. Should the board nevertheless choose to present your proposal, the named proxies will be able to vote on the proposal using their best judgment.
Q:HOW MANY COPIES SHOULD I RECEIVE IF I SHARE AN ADDRESS WITH ANOTHER STOCKHOLDER?

A:The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers may be householding our proxy materials by delivering a single proxy statement and annual report to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, or if you are receiving multiple copies of the proxy statement and annual report and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you are a stockholder of record. You can notify us by sending a written request to our Corporate Secretary at Caesars Entertainment Corporation, One Caesars Palace Drive, Las Vegas, Nevada 89109, or by calling the Corporate Secretary at (702) 407-6000. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the annual report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Q:
HOW DOES THE PROPOSED MERGER OF THE COMPANY AND CAESARS ACQUISITION COMPANY AFFECT THIS PROXY STATEMENT?

A:The Company and Caesars Acquisition Company (“CAC”) announced December 22, 2014 that they have entered into a definitive agreement to merge in an all-stock transaction. Pursuant to the terms of the merger agreement, and subject to the overall restructuring of CEOC (as defined below), regulatory approval and other closing conditions, each outstanding share of CAC class A common stock will be exchanged for 0.664 share of the Company’s common stock, subject to adjustments set forth in the merger agreement, which would result in the Company’s stockholders owning approximately 62% of the combined company on a fully-diluted basis and CAC stockholders owning approximately 38%. Affiliates of Apollo Global Management, LLC (together with such affiliates, “Apollo”) and affiliates of TPG Capital, LP (together with such affiliates, “TPG” and, together with Apollo, the “Sponsors”) beneficially own approximately 60.1% of the Company and 65.58% of CAC, and the combined Company will continue to be controlled by the Sponsors. Based on each of the company’s records, approximately 90% of the stockholders of the Company also own shares of CAC, and vice versa, implying significant overlap in the stockholders of the two companies. The merged company would conduct business as the Company and continue to trade on NASDAQ under the symbol CZR. The proposed merger has no impact on this proxy statement.

Q:HOW DOES CAESARS ENTERTAINMENT OPERATING COMPANY, INC.’S VOLUNTARY CHAPTER 11 REORGANIZATION AFFECT THIS PROXY STATEMENT?
A:
On January 15, 2015, Caesars Entertainment Operating Company, Inc. (“CEOC”), a subsidiary of the Company, and certain of its U.S. subsidiaries voluntarily filed for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Illinois in Chicago. The

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bankruptcy of CEOC has no impact on this proxy statement except we no longer consolidate CEOC in our financial results and, accordingly, any such amounts disclosed do not include amounts attributable to CEOC for the period subsequent to its deconsolidation.

Q:IS THERE OTHER BACKGROUND INFORMATION RELEVANT TO THIS PROXY STATEMENT?
A:
The Sponsors acquired the Company in 2008, hereinafter referred to as the “Acquisition.” In 2012, we completed a public offering and our common stock now trades on NASDAQ under the symbol “CZR.” Additional information is available in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 26, 2016 (“2015 Annual Report”).

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CORPORATE GOVERNANCE
Director Independence. Hamlet Holdings LLC (“Hamlet Holdings”), the members of which are comprised of five individuals affiliated with the Sponsors,serve as directors of the Record Date, beneficially owns approximately 60.1%Company.

In recruiting and evaluating new director candidates, the Governance & Corporate Responsibility Committee considers such factors as industry background, financial and business experience, public company experience, other relevant education and experience, general reputation, independence and diversity. The Governance & Corporate Responsibility Committee maintains a list of our common stock pursuantexperiences and characteristics to an irrevocable proxy providing Hamlet Holdings with sole votingconsider when evaluating director candidates that includes consideration of gender and sole dispositive power over those shares,ethnic/racial diversity, because having diverse backgrounds and as a result, the Sponsors have the power to elect allpoints of our directors. Therefore, we are a “controlled company” under NASDAQ corporate governance standards, and we have elected not to comply with the NASDAQ corporate governance requirement that a majority ofview benefits our Board and human resources (i.e., compensation)the Company. The Board also adopted a policy in 2019 that requires director searches to include (but not be limited to) persons who bring diversity with respect to self-identified characteristics such as gender, race, ethnicity and nominatingsexual orientation, in the initial list of qualified candidates for every open Board seat. The policy provides that any third-party consultant or search firm hired by the Company will be asked to furnish a list of candidates who bring this expanded definition of desired qualifications to the talent pool. In addition, the Board amended the Governance & Corporate Responsibility Committee charter to incorporate a formal commitment to diversify the Board with respect to (but not limited to) such self-identified characteristics as gender, race, ethnicity and corporate governance committees consistsexual orientation. We believe that each director contributes to the Board’s overall diversity by way of independent directors. See “Certain Relationshipscharacteristics such as gender, race, ethnicity and Related Person Transactions.”

Our Board of Directors affirmatively determines the independencesexual orientation, and also by way of each director’s unique opinions, perspectives and personal and professional experiences and backgrounds.

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In addition to the factors discussed above, individual directors and all persons nominated to serve as directors should demonstrate high ethical standards and integrity in their personal and professional dealings and be willing to act on and remain accountable for their boardroom decisions. Each director should also be in a position to devote an adequate amount of time to the effective performance of director duties.

The Governance & Corporate Responsibility Committee considers, consistent with applicable law, the Company’s Charter and director nominee in accordance with guidelines it has adopted, which include all elements of independenceby-laws and the criteria set forth in the applicable rules of listing standards of NASDAQ. These guidelines are contained in our Corporate Governance Guidelines, which are postedany candidates proposed by any senior executive officer, director or shareholder. The Governance & Corporate Responsibility Committee evaluates candidates proposed by shareholders on the same basis as all other candidates.

Prior to nominating a person to serve as a director, the Governance & Corporate Governance pageResponsibility Committee evaluates the candidate based on the criteria described above. In addition, prior to accepting re-nomination, each director should evaluate himself or herself as to whether he or she satisfies the criteria described above. To assess the effectiveness of our website located at http://investor.caesars.com.

Aspolicies and practices, the Governance & Corporate Responsibility Committee reviews with the Board, on an annual basis, the appropriate criteria used to evaluate new director candidates and engages in the annual self-evaluation process discussed in the section below “Board Accountability and Processes—Board and Director Evaluations.”

In 2018, the Board retained a third-party search firm to assist the Board in identifying potential director candidates. The search firm was instructed to seek out a diverse group of candidates, with a particular focus on recruiting female candidates. Working with members of the dateGovernance & Corporate Responsibility Committee, the search firm identified a number of this proxy statement, ourhighly qualified candidates, including Mmes. Juliana Chugg and Denise Clark, with a range of experiences across a variety of industries. These efforts ultimately resulted in the Governance & Corporate Responsibility Committee recommending to the Board that it appoint both Mmes. Chugg and Clark, each of whom joined the Board in 2018.

DIRECTOR QUALIFICATIONS
When considering whether the Board’s directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focused primarily on the information discussed in each Board member’s biographical information set forth below under “—Our Board of Directors consistedDirectors.”

DIRECTOR NOMINATION AGREEMENT
On March 1, 2019, the Company entered into a definitive Director Appointment and Nomination Agreement (as amended on March 28, 2019, the “Director Nomination Agreement”) with Carl C. Icahn, Keith Cozza, Courtney Mather, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP and Beckton Corp. (collectively, the “Icahn Group”). Each of eleven members: Gary Loveman, Jeffrey Benjamin, David Bonderman, Kelvin Davis, Mark Frissora, Fred Kleisner, Eric Press, Marc Rowan, David Sambur, Lynn Swann,James Nelson (“Mr. Nelson”), Courtney Mather and Christopher Williams.Keith Cozza (Messrs. Mather and Cozza, collectively, the “Icahn Designees” and each an “Icahn Designee”) were appointed to the Board pursuant to the Director Nomination Agreement, and the Icahn Designees are nominated pursuant to the Director Nomination Agreement. A summary of the terms of the Director Nomination Agreement is set forth in the section “Other Information—Certain Relationships and Related Party Transactions—Related Party Transactions Involving the Icahn Group.”

EMPLOYMENT AGREEMENT
The Company entered into an employment agreement with Anthony Rodio on April 15, 2019 pursuant to which Mr. Loveman, former President andRodio serves as the Chief Executive Officer of the Company and current Chairman,Caesars Enterprise Services, LLC, effective as of May [●], 2019 (the “Effective Date”). In conjunction with the Board’s approval of Mr. Rodio’s employment agreement, Mr. Rodio was appointed to the Board effective as of Directors pursuantthe Effective Date.

Mr. Rodio’s employment agreement provides for the following, effective as of the Effective Date: (i) an annual base salary of $1,500,000; (ii) a target annual cash incentive opportunity (the “Bonus”) under the Company’s annual incentive bonus program(s) applicable to Mr. Rodio’s position of 100% of the base salary prorated from the Effective Date and, in the sole discretion of the Compensation and Management Development Committee of the Board, up to an additional 100% of the base salary if the initial threshold for the target bonus is exceeded; (iii) a one-time bonus payment in the amount of $250,000; and

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(iv) a cash payment of $3,000,000 in the event that Mr. Rodio’s employment is terminated by the Company without cause or by Mr. Rodio for good reason within twenty-four months following a change of control of the Company (provided that Mr. Rodio executes a separation agreement and release in a form customarily used by the Company for senior executives). The employment agreement also provides that Mr. Rodio’s employment is terminable by him or the Company at any time, with or without cause, and for any reason or no particular reason.

In addition to the above, following the Effective Date, the Company will review with Mr. Rodio an appropriate grant under the Company’s long-term incentive plan. Any such grant will be at the discretion of the Compensation & Management Development Committee and the actual future value of such grant will be subject to risk based on the performance of the Company’s stock.

Subject to restrictions and requirements specified in the employment agreement (including that Mr. Rodio executes a separation agreement and release in a form customarily used by the Company for senior executives), in the event of a termination of Mr. Rodio’s employment by the Company without cause or by Mr. Rodio for good reason at any time other than within twenty-four months following a change of control of the Company, Mr. Rodio will be entitled to: (i) any unpaid base salary and other accrued obligations of the Company earned through the date of termination; and (ii) a lump-sum severance payment in an amount equal to not less than one year salary at Mr. Rodio’s annual base salary rate plus a pro-rata target Bonus for the then-current bonus year to the extent not already paid to Mr. Rodio.

In addition, Mr. Rodio will be subject to restrictions on competition and solicitation during his employment agreement. As discussed below, Mr. Frissora was appointedwith the Company and for up to the Board of Directors in February 2015 in connection with his employment. Based upon the listing standards of the NASDAQ, we do not believe that Messrs. Loveman, Benjamin, Bonderman, Davis, Frissora, Press, Rowan, or Sambur would be considered independent because of their relationships with certain affiliates of the Sponsors or other relationships with us. Our Board of Directors has affirmatively determined that Messrs. Kleisner, Swannan additional twelve months thereafter. The employment agreement also contains standard confidentiality, invention assignment and Williams are independent from our management under the NASDAQ listing standards. The Board has also affirmatively determined that Messrs. Williams, Swann and Kleisner, the current members of our Audit Committee, meet the audit committee independence requirements of Rule 10A-3 of the Exchange Act.

non-disparagement covenants.

Executive SessionsSHAREHOLDER NOMINEES AND RECOMMENDATIONS
. Our Corporate Governance Guidelines provide that the independent directors shall meet at least twice annually in executive session.

Stockholder Nominees. Our by-laws provide that stockholdersshareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholdersshareholders must provide timely notice of their proposal in writing to the Secretary ofCorporate Secretary. In addition, the Company.Governance & Corporate Responsibility Committee will consider any director candidates recommended by our shareholders. Shareholders seeking to recommend any director candidate should follow our by-law notice requirements for shareholder director nominees. Generally, to be timely, a stockholder’sshareholder’s notice must be delivered to or mailed and received at our principal executive offices, addressed to the secretary of the Company,Corporate Secretary, no earlier than 120 days and no later than 90 days prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that, if the annual meeting is advanced by more than 30 days, or delayed by more than 70 days, from the first anniversary of the preceding year’s annual meeting, to be timely the stockholdershareholder notice must be received no earlier than 120 days before such annual meeting and no later than the later of 90 days before such annual meeting or the tenth day after the day on which public disclosure of the date of such meeting is first made. In no event shall the public announcement of an adjournment or postponement of an annual meeting of stockholdersshareholders commence a new time period (or extend any time period) for the giving of the stockholdershareholder notice. You should consult our by-laws for more detailed information regarding the process by which stockholdersshareholders may nominate directors. Our by-laws are posted on the Corporate Governance page of our website located at http://investor.caesars.com.

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OUR BOARD OF DIRECTORS

As of the date of this proxy statement, our Board Committees. consists of eleven members: James Hunt, as Chairman, Thomas Benninger, Juliana Chugg, Denise Clark, Keith Cozza, John Dionne, Don Kornstein, Courtney Mather, James Nelson, Anthony Rodio and Richard Schifter.

Described below is information concerning the business experience and qualifications of each of our directors and director nominees, including their ages as of the date of this proxy statement.

NOMINEES (WHOSE TERM, IF ELECTED, WILL EXPIRE AT THE 2020 ANNUAL MEETING)

Thomas Benninger

Age:61

Director Since:
October 2017

Committees:
Audit

Strategy & Finance

Transaction
Thomas Benninger founded and has been a Managing General Partner of Global Leveraged Capital, LLC, a private investment and advisory firm, since 2006. Mr. Benninger has served on the Boards of Directors of Revel AC, Inc., a company engaged in the business of owning and operating a resort casino; Squaw Valley Ski Corporation, a company engaged in the business of owning and operating ski resorts; and Affinity Gaming, LLC, a company engaged in the business of owning and operating casinos and resorts; and was the Chairman of the Board of Managers of Tropicana Entertainment, LLC, a company engaged in the business of owning and operating casinos and resorts. He currently serves as the Chairman of the Boards of Directors of Video King Acquisition Corp., a provider of fixed-based electronic gaming systems, and Truckee Gaming, LLC, a company engaged in the business of owning and operating casinos and resorts. He was a Certified Public Accountant in California.
QUALIFICATIONS
Mr. Benninger brings to the Board his experience in the gaming industry, extensive management experience, financial expertise, and experience serving on several boards of directors.

Juliana Chugg

Age:51

Director Since:
December 2018

Committees:
Governance &
Corporate
Responsibility
Juliana Chugg served as the Global Chief Brands Officer of Mattel Inc, a world-wide leader in the design, manufacture and marketing of toys and family products from 2015 until 2018. She served as a Senior Vice President at General Mills Inc, a company engaged in the global production and distribution of food products from 2006 to 2014, where she ran a number of divisions including the Meals Division, the Pillsbury Division and the Baking Division. She joined General Mills in Australia in 1996 and held a number of leadership positions prior to becoming a Division President in the United States. Ms. Chugg served as a director of H.B. Fuller Company an industrial-adhesives supply company from April 2007 until January 2013 and Promina Group Ltd, an insurance and wealth management company headquartered in Australia from April 2003 to July 2004, when she relocated to the United States. Since 2009, she has served on the Board of Directors of VF Corporation a global apparel and footwear company where she is a member of the Executive, Nominating and Governance, and Talent and Compensation Committees.
QUALIFICATIONS
Ms. Chugg brings to the Board her extensive experience in operations and branding from her roles leading major functions and divisions of large publicly traded multi-brand consumer products companies.

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Keith Cozza

Age:40

Director Since:
March 2019

Committees:
Governance &
Corporate Responsibility

Strategy & Finance

Transaction
Keith Cozza has been the President and Chief Executive Officer of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, mining, real estate and home fashion, since February 2014. In addition, Mr. Cozza has served as Chief Operating Officer of Icahn Capital LP, the subsidiary of Icahn Enterprises through which Carl C. Icahn manages investment funds, since February 2013. From February 2013 to February 2014, Mr. Cozza served as Executive Vice President of Icahn Enterprises. Mr. Cozza is also the Chief Financial Officer of Icahn Associates Holding LLC, a position he has held since 2006. Mr. Cozza has been: Chairman of the Board of Directors of Xerox Corporation, a provider of document management solutions, since May 2018; and a director of Icahn Enterprises L.P., since September 2012. In addition, Mr. Cozza serves as a director of certain wholly-owned subsidiaries of Icahn Enterprises L.P., including: Icahn Automotive Group LLC, an automotive parts installer, retailer and distributor; and PSC Metals LLC, a metal recycling company. Mr. Cozza was previously: a director of Tenneco Inc. from October 2018 to March 2019; a director of Federal-Mogul Holdings LLC (formerly known as Federal-Mogul Holdings Corporation) from January 2017 to October 2018; a director of Tropicana Entertainment Inc. from February 2014 until October 2018; a director of Herbalife Nutrition Ltd. from April 2013 to April 2018; a member of the Executive Committee of American Railcar Leasing LLC from June 2014 to June 2017; a director of CVR Refining, LP from January 2013 to February 2014; and a director of MGM Holdings Inc. from April 2012 to August 2012. Federal-Mogul, Icahn Automotive, CVR Refining, Icahn Enterprises, PSC Metals, and Tropicana are each indirectly controlled by Carl C. Icahn, and American Railcar Leasing was previously indirectly controlled by Mr. Icahn.
QUALIFICATIONS
Mr. Cozza brings to the Board expertise gained from his extensive corporate, finance, accounting and investment experience and significant experience in leadership roles as a director on various public company boards of directors.

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John Dionne

Age:55

Director Since:
October 2017

Committees:
Audit (Chair)
John Dionne has been a Senior Advisor of the Blackstone Group L.P., an investment firm, since July 2013 and a Senior Lecturer in the Finance Unit of the Harvard Business School since January 2014. Until he retired from his position as a Senior Managing Director at Blackstone in June 2013, Mr. Dionne was Global Head of its Private Equity Business Development and Investor Relations Groups and served as a member of Blackstone’s Private Equity Global Investment and Valuation Committees. Mr. Dionne originally joined Blackstone in 2004 as the Founder and Chief Investment Officer of the Blackstone Distressed Securities Fund. Before joining Blackstone, Mr. Dionne was for several years a Partner and Portfolio Manager for Bennett Restructuring Funds, specializing in financially troubled companies, during which time he also served on several official and ad-hoc creditor committees. He is a Chartered Financial Analyst and Certified Public Accountant (inactive). Mr. Dionne currently serves as a member of the Boards of Directors of Cengage Learning Holdings II, Inc., a company engaged in the business of providing education technology to schools, libraries, and workforce training markets worldwide, where he is as a member of the Audit Committee; Momentive Performance Materials, Inc., a manufacturer of chemicals and materials, where he is a member of the Audit Committee and the Nominating and Governance Committee; and Pelmorex Media, Inc., a company engaged in the business of providing weather-related products, services and applications. Mr. Dionne was selected to serve on the new Board of Directors of Clear Channel Outdoor Holdings, Inc., an outdoor advertising company, when Clear Channel becomes a standalone company upon its parent company’s emergence from its restructuring process. He previously served as a member of the Boards of Directors of several companies and not-for-profit organizations. He is deemed a “financial expert” for purposes of serving on the audit committees of publicly-held companies.
QUALIFICATIONS
Mr. Dionne was elected a member of our Board due to his significant financial experience.

James Hunt,Chairman of the Board

Age:63

Director Since:
October 2017
James Hunt served The Walt Disney Company, a diversified international family entertainment and media enterprise, in executive financial roles in the Parks and Resorts segment between 1992 and 2012. Mr. Hunt served as Chief Financial Officer and Executive Vice President of Walt Disney Parks and Resorts Worldwide from 2003 to 2012. Prior to joining Disney, he was a Partner of Ernst & Young, a professional services firm. He currently serves on the Boards of Directors of Brown & Brown, Inc., an insurance and risk management firm, where he is the Chairman of the Audit Committee and is a member of each of the Compensation and Acquisitions Committees; The St. Joe Company, a real estate operations and development company, where he is the Chairman of the Audit Committee and is a member of the Compensation Committee; Penn Mutual Life Insurance Co., a life insurance company; and the Nemours Foundation, a not-for-profit children’s health organization. Mr. Hunt is a Certified Public Accountant with an active license in the state of Florida.
QUALIFICATIONS
Mr. Hunt was elected as Chairman of the Board because of his executive leadership experience in the leisure and entertainment industry, his extensive directorship experience and his accounting and financial expertise.

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Courtney Mather

Age:42

Director Since:
March 2019

Committees:
Compensation &
Management
Development

Strategy & Finance

Transaction
Courtney R. Mather, CAIA, CFA, FRM has served as Portfolio Manager of Icahn Capital, the entity through which Carl C. Icahn manages investment funds, since December 2016, and was previously Managing Director of Icahn Capital from April 2014 to November 2016. Mr. Mather is responsible for identifying, analyzing, and monitoring investment opportunities and portfolio companies for Icahn Capital. Prior to joining Icahn Capital, Mr. Mather was at Goldman Sachs & Co. from 1998 to 2012, most recently as Managing Director responsible for Private Distressed Trading and Investing, where he focused on identifying and analyzing investment opportunities for both Goldman Sachs and clients. Mr. Mather has served as a director of: Cheniere Energy, Inc., an international energy company engaged in the production and marketing of liquefied natural gas, since May 2018; Newell Brands Inc., a manufacturer and distributor of a broad range of consumer products, since March 2018; Conduent Inc., a provider of business process outsourcing services, since December 2016; Herc Holdings Inc., an international provider of equipment rental and services, since June 2016; TER Holdings I, Inc. (formerly known as Trump Entertainment Resorts, Inc.), a company engaged in real estate holdings, since February 2016; and Ferrous Resources Limited, an iron ore mining company with operations in Brazil, since June 2015. Mr. Mather was previously a director of: Freeport-McMoRan Inc. from October 2015 to March 2019; Federal-Mogul Holdings Corporation from May 2015 to January 2017; Viskase Companies Inc. from June 2015 to March 2016; American Railcar Industries, Inc. from July 2014 to March 2016; CVR Refining, LP from May 2014 to March 2016; and CVR Energy, Inc. from May 2014 to March 2016. TER Holdings I, Ferrous Resources Limited, Federal-Mogul, American Railcar Industries, CVR Refining, CVR Energy, and Viskase are each indirectly controlled by Carl C. Icahn. Mr. Mather holds the Chartered Alternative Investment Analyst (CAIA), Chartered Financial Analyst (CFA), and Certified Financial Risk Manager (FRM) professional designations.

QUALIFICATIONS
Mr. Mather brings to the Board his significant business and financial experience and experience providing strategic advice and guidance to companies through his service as a director on various public company boards of directors.


Anthony Rodio

Age:60

Director Since:
May 2019
Anthony Rodio serves as our Chief Executive Officer. Mr. Rodio served as Chief Executive Officer of Affinity Gaming from October 2018 to May 2019 and has over 37 years of experience in the casino industry. Before leading the Affinity team, Mr. Rodio served as Chief Executive Officer, President and a member of the Board of Directors of Tropicana Entertainment Inc. for over seven years where he was responsible for the operation of eight casino properties in seven different jurisdictions. Mr. Rodio started his gaming career in 1980 as an accounting clerk and transitioned into the management ranks, holding a succession of executive positions in Atlantic City for casino brands including Trump Marina Hotel Casino from May 1997 to September 1998, Harrah’s Entertainment (predecessor to Caesars) from October 1998 to June 2005, the Atlantic City Hilton Casino Resort from June 2005 to August 2008, and Penn Gaming from October 2008 to June 2011. He has also served on the Boards of Directors of professional and charitable organizations including Atlantic City Alliance, United Way of Atlantic County, the Casino Associations of New Jersey and Indiana, AtlantiCare Charitable Foundation, and the Lloyd D. Levenson Institute of Gaming Hospitality & Tourism.

QUALIFICATIONS
Mr. Rodio brings to the Board deep knowledge and experience in the gaming industry, operational expertise, and a demonstrated ability to effectively design and implement company strategy.


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Richard Schifter

Age:66

Director Since:
May 2017

Committees:
Compensation &
Management
Development

Governance &
Corporate
Responsibility (Chair)
Richard Schifter is a Senior Advisor and former partner at TPG Capital, LP, an investment company, from 1994 through 2013. Prior to joining TPG, Mr. Schifter was a partner at the law firm of Arnold & Porter in Washington, D.C., where he specialized in bankruptcy law and corporate restructuring. Mr. Schifter joined Arnold & Porter in 1979 and was a partner from 1986 through 1994. Mr. Schifter currently serves on the Boards of Directors and as the Chair of the Nominating and Governance Committee of LPL Financial Holdings Inc., an independent broker-dealer, and ProSight Specialty Insurance, a specialty insurance company. Mr. Schifter also serves on the Board of Overseers of the University of Pennsylvania Law School. In addition, Mr. Schifter is a member of the Board of Directors of the American Jewish International Relations Institute and a member of the national advisory board of Youth, I.N.C. (Improving Non-Profits for Children). Mr. Schifter previously served on the Boards of Directors of American Airlines Group, Inc. from 2013 to 2018; Direct General Corporation from 2011 to 2016; American Beacon Advisors, Inc. from 2008 through 2015; Republic Airways, Inc. from 2009 through 2013; TIAA Bank, formerly known as EverBank Financial Corporation from 2010 to 2017; Ryanair Holdings, PLC from 1996 through 2003; America West Holdings Inc. from 1994 to 2005; US Airways Group Inc. from 2005 to 2006; and Midwest Airlines, Inc. from 2007 to 2009.

QUALIFICATIONS
Mr. Schifter brings to the Board his extensive directorial experience and expertise in corporate restructuring that enable him to provide the Board with valuable insight and guidance on strategic matters of the Company.

CLASS III DIRECTORS (CURRENT TERM WILL EXPIRE AT THE 2020 ANNUAL MEETING)

Denise Clark

Age:61

Director Since:
October 2018

Committees:
Audit

Compensation &
Management
Development (Chair)
Denise Clark served as Senior Vice President and Chief Information Officer for The Estée Lauder Companies Inc., a manufacturer and marketer of beauty products, from November 2012 until her retirement in March 2017. Prior to that role, Ms. Clark served as Senior Vice President and Chief Information Officer for Hasbro Inc., a global play and entertainment company, from October 2007 to November 2012. Ms. Clark also served at Mattel, Inc., a company engaged in the business of the design, manufacture and marketing of toys and family products, where she was Chief Technology Officer between January 2000 and February 2007. Ms. Clark’s previous experience includes two other consumer goods companies, Warner Music Group, formerly a division of Time Warner Inc., and Apple Inc., and 13 years in the United States Navy where she retired with the rank of Lieutenant Commander. Ms. Clark has over 20 years of experience in the delivery of enterprise resource planning, digital platforms, and innovative business transformations. Ms. Clark serves on the Board of Directors of United Natural Foods, Inc., a distributor of organic and specialty foods, where she is a member of the Audit Committee and Nominating & Governance Committee.

QUALIFICATIONS
Ms. Clark brings to the Board her over 20 years of experience in information technology, executive experience and other leadership roles, which enable her to provide insights into enterprise resource planning, digital platforms, and innovative business strategies.


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Don Kornstein

Age:67

Director Since:
October 2017

Committees:
Strategy &
Finance (Chair)

Transaction (Chair)
Don Kornstein founded and has served as the managing member of the strategic, management and financial consulting firm Alpine Advisors LLC, an advisory firm engaged in the business of mergers and acquisitions and capital raising for entrepreneurs and companies. Mr. Kornstein served on the Board of Directors of Caesars Acquisition Company from January 2014 until the merger with the Company. He previously served as a non-executive Director on the Board of Gala Coral Group, Ltd., a diversified gaming company based in the United Kingdom, from June 2010 until its merger with Ladbrokes PLC in November 2016. He has served on the Boards of Directors of Affinity Gaming, Inc. (Chairman), a casino gaming company, from March 2010 until January 2014; Bally Total Fitness Corporation (Chairman & Chief Restructuring Officer); Circuit City Stores, Inc., a consumer electronics company; Cash Systems, Inc., a manufacturer of transaction processing products; Shuffle Master, Inc., a manufacturer of shuffle machines and various other casino-related products; and Varsity Brands, Inc., a sports apparel and equipment company. Mr. Kornstein served as Chief Executive Officer, President and Director of Jackpot Enterprises, Inc., which was a NYSE-listed gaming company until its sale and was an investment banker and Senior Managing Director of Bear, Stearns & Co. Inc, an investment banking firm.

QUALIFICATIONS
Mr. Kornstein brings to the Board his experience in the gaming and entertainment industry, experience as a chairman, president and chief executive officer, financial expertise and experience serving on several boards of directors.


James Nelson

Age:69

Director Since:
March 2019

Committees:
Audit

James L. Nelson has been a director of: Herbalife Nutrition Ltd., a nutrition company in which Mr. Icahn holds a non-controlling interest through the ownership of securities, since April 2014. Mr. Nelson has served as a chief executive office, director and chairman of the audit committee of Global Net Lease Inc., a publicly traded real estate investment trust, since March 2017. Mr. Nelson previously served as: a director and member of the audit committee of Icahn Enterprises L.P. and its general partner, Icahn Enterprises G.P., Inc., from June 2001 to March 2019; a director of IEH Auto Parts LLC from June 2015 to March 2019, an Icahn Enterprises’ subsidiary; a director of New York REIT, Inc. from November 2015 to June 2017; a director of Voltari Corporation from June 2011 through September 2015 (and, from January 2012 through September 2015, served as chairman of its Board of Directors); a director of VII Peaks Co-Optivist Income BDC II, Inc. from November 2013 through August 2014; a director of Ubiquity Broadcasting Corporation from April 2014 to August 2014; a director and member of the audit committee of Tropicana Entertainment Inc. from March 2010 to May 2014; a director of SITO Mobile, Ltd. from May 2013 to April 2014; a director and member of the audit committee of Take Two Interactive Software, Inc. from April 2010 through November 2013; a director and as chairman of the audit committee of the board of directors of Cequel Communications from April 2008 to November 2012; and a director and chairman of the audit committee of Viskase Companies, Inc. from April 2003 through April 2010.

QUALIFICATIONS
Mr. Nelson brings to the Board his significant experience and leadership roles serving as chief executive officer, director and chairman of the audit committee of various companies.


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DIRECTOR INDEPENDENCE

Our Board affirmatively determines whether each director and director nominee is independent in accordance with guidelines it has the following committees: the Audit Committee, the Human Resources Committee, the Nominating and Corporate Governance Committee, the Finance Committee, the Executive Committee and the 162(m) Plan Committee. The Board has determined thatadopted, which include all elements of the members of the Audit Committee, one of the members of the Human Resources Committee (the “HRC”), one of the members of the Nominating and Corporate Governance Committee and both of the members of the 162(m) Plan Committee are independent as definedindependence set forth in the applicable NASDAQ listing standards andstandards. These guidelines are contained in our Corporate Governance Guidelines. The Board has adopted a written charter for each of these committees. The charters for each of these committeesGuidelines, which are availableposted on the Corporate Governance page of our website located at http://investor.caesars.com.


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The chart below reflects the current composition of the standing committees:
Name of DirectorAuditHuman Resources
Nominating
and
Corporate
Governance
FinanceExecutive162(m) Plan
Gary Loveman*
Jeffrey Benjamin
David Bonderman
Kelvin DavisXXXX
Mark Frissora*+X
Fred KleisnerX
Eric Press
Marc RowanXXX
David SamburX
Lynn SwannXXXX
Christopher J. WilliamsXX

*Indicates management director.
*+Mr. Frissora replaced Mr. Loveman on the Executive Committee and was appointed as Chairman of the Committee.

In addition to the standing committees, we have a Special Committee comprised of Messrs. Kleisner, Swann and Williams.  The Special Committee was originally established in 2013.  The purpose of the Special Committee is to evaluate, review, determine the fairness of and negotiate or reject transactions involving the Company and its subsidiaries or affiliates, on the one hand, and other persons or entities related to or affiliates with any of them, on the other hand.  The Special Committee also reviews and participates in various activities with respect to the various bankruptcy and litigation proceedings relating to the restructuring and reorganization of CEOC.   The Special Committee met eight times in 2015.
Audit Committee
During 2015, our Audit Committee consisted of Christopher Williams, as chairperson, Fred Kleisner and Lynn Swann.
Our Audit Committee met on 11 occasions during 2015. Our Board has affirmatively determined that Messrs.former directors Marilyn Spiegel, Christopher Williams and KleisnerDavid Sambur and each qualify as an “audit committee financial expert” as such termcurrent director, except Mr. Rodio, is defined in Item 407(d)(5) of Regulation S-K and that Messrs. Williams, Swann and Kleisner are independent as independence is defined in Rule 10A-3 of the Exchange Act and under the NASDAQ listing standards. The purposeBased on the NASDAQ listing standards, Mr. Rodio is not considered independent because of his position as Chief Executive Officer of the Audit Committee is to oversee our accountingCompany.

The Board has also affirmatively determined that Messrs. Benninger, Dionne and financial reporting processesNelson and Ms. Clark, the audits of our financial statements, provide an avenue of communication among our independent auditors, management, our internal auditors and our Board, and prepare the audit-related report required by the SEC to be included in our annual proxy statement or annual report on Form 10-K. The principal duties and responsibilitiesmembers of our Audit Committee, are to oversee and monitormeet the following:

preparation of annual audit committee report to be included in our annual proxy statement;
our financial reporting processindependence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and internal control system;
that Messrs. Mather and Schifter and Ms. Clark, the integritymembers of our financial statements;
the independence, qualificationsCompensation & Management Development Committee (as well as Ms. Spiegel and performance ofMessrs. Williams and Sambur, who were members thereof until their resignations from our independent auditor;
the performance of our internal audit function; and
our compliance with legal, ethicalBoard on January 31, 2018, March 1, 2019 and regulatory matters.
The Audit Committee hasApril 4, 2019, respectively), meet the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties.

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Human Resources Committee
Our HRC serves as our compensation committee with the specific purposerequirements of designing, approving, and evaluating the administration of our compensation plans, policies, and programs. Our HRC currently consists of Kelvin Davis, Marc Rowan and Lynn Swann, each of whom were membersRule 10C-1 of the HRC throughout 2015. The purposeExchange Act.

BOARD STRUCTURE AND RESPONSIBILITIES

BOARD LEADERSHIP STRUCTURE

We maintain an independent, non-executive Chairman of the HRCBoard. Mr. James Hunt was appointed Chairman of the Board due to his executive leadership experience in the leisure and entertainment industry, his extensive directorship experience and his accounting and financial experience. The Board believes that having a non-executive, independent Chairman of the Board is to ensure that compensation programs are designed to encourage high performance, promote accountability and align employee interests within the best interests of our stockholders. The HRC is also charged with reviewingthe Company and approvingits shareholders because it strengthens the compensation ofBoard’s independence and allows the Chief Executive Officer and our other senior executives, including all of the named executive officers. Our HRC met on six occasions during 2015.

The qualifications of the HRC members stem from roles as corporate leaders, private investors, and board members of several large corporations. Their knowledge, intelligence, and experience in company operations, financial analytics, business operations, and understanding of human capital management enables the members to carry out the objectives of the HRC. We have chosen the “controlled company” exception under the NASDAQ rules which exempts us from the requirement that we have a compensation committee composed entirely of independent directors.
Our HRC is entitledgive greater focus to delegate any or all of its responsibilities to a subcommittee of the HRC or to specified executives of Caesars, except that it may not delegate its responsibilities for any matters where it has determined such compensation is intended to comply with the exemptions under Section 16(b) of the Exchange Act.
Each year the HRC reviews whether the work of the Company’s compensation consultants raises any conflicts of interest. The HRC has determined that the work of Towers Watson, Steven Hall, Mercer Investment Consulting and Stoel Rives LLP (whose services are described under “Compensation Discussion and Analysis-Role of outside consultants in establishing compensation” below) did not raise any conflicts of interest in fiscal 2015 and does not currently raise any conflicts of interest. In making this assessment, the HRC considered that neither Towers Watson, Steven Hall, Mercer Investment Consulting nor Stoel Rives LLP provided any other services to the Company unrelated to executive compensation, except for some work performed by Towers Watson related to employee benefits that we do not believe raises any potential conflicts, and the other factors enumerated in Rule 10C-1(b) under the Exchange Act.
162(m) Plan Committee
The 162(m) Plan Committee reviews and approves compensation that is intended to qualify as “performance based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). For more information about our 162(m) Plan Committee, please see “Executive Compensation-Compensation Discussion and Analysis-Process-Our Human Resources Committee.”
Nominating and Corporate Governance Committee
Our Board has established a Nominating and Corporate Governance Committee whose current members are Kelvin Davis, David Sambur and Lynn Swann, each of whom served on the committee throughout 2015. Our Nominating and Corporate Governance Committee met twice during 2015. The principal duties and responsibilities of the Nominating and Corporate Governance Committee are as follows:

to establish criteria for board and committee membership and recommend to our Board proposed nominees for election to the Board and for membership on committees of our Board;
to make recommendations regarding proposals submitted by our stockholders; and
to make recommendations to our Board regarding board governance matters and practices.
We have chosen the “controlled company” exception under the NASDAQ rules which exempts us from the requirement that we have a Nominating and Corporate Governance Committee composed entirely of independent directors.
Finance Committee
Our Finance Committee consists of Kelvin Davis and Marc Rowan. The purpose of the Finance Committee is to assist the Board of Directors in the oversight of our financial matters primarily relating to indebtedness and financing transactions.
Executive Committee
Our Executive Committee consists of Mark Frissora, as Chairman, Kelvin Davis and Marc Rowan. Gary Loveman served as a member and Chairman of the Executive Committee until November 12, 2015. The Executive Committee has all the powers of our Board in the management of our business and affairs other than those enumerated in its charter, including without limitation,

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the establishment of additional committees or subcommittees of our Board and the delegation of authority to such committees and subcommittees, and may act on behalf of our Board of Directors to the fullest extent permitted under Delaware law and our organizational documents. The Executive Committee serves at the pleasure of our Board and may act by a majority of its members, provided that at least one member affiliated with Apollo and TPG must approve any action of the Executive Committee. This committee and any requirements or voting mechanics or participants may continue or be changed if Apollo and TPG no longer own a controlling interest in us.
Director Qualifications. The Board of Directors seeks to ensure the Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. In identifying candidates for membership on the Board, the Board takes into account (1) minimum individual qualifications, such as high ethical standards, integrity, mature and careful judgment, industry knowledge or experience and an ability to work collegially with the other members of the Board and (2) all other factors it considers appropriate, including alignment with our stockholders, especially investment funds affiliated with the Sponsors. While we do not have any specific diversity policies for considering Board candidates, we believe each director contributes to the Board’s overall diversity, meaning a variety of opinions, perspectives, personal and professional experiences and backgrounds.
When considering whether the Board’s directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focused primarily on the information discussed in each of the Board members’ biographical information set forth below under “Proposal 1 - Election of Directors.”
Each of the Company’s directors possesses high ethical standards, acts with integrity, and exercises careful, mature judgment. Each is committed to employing their skills and abilities to aid the long-term interests of the stakeholders of the Company. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors, which further qualifies them for service as members of the Board. Alignment with our stockholders is important in building value at the Company over time.
objectives.

Stockholders Agreement regarding Nominees and Elections. EXECUTIVE SESSIONS AND ATTENDANCEEach of the directors other than Messrs. Kleisner, Williams and Swann was elected to the Board pursuant to the Stockholders’ Agreement (as defined below) or their employment arrangements. Under the Stockholders' Agreement, until we cease to be a “controlled company” within the meaning of the NASDAQ rules, each of the Sponsors has the right to nominate four directors to our Board. In addition, under the Stockholders’ Agreement, until we cease to be a “controlled company,” each of the Sponsors has the right to designate four members of each committee of our Board of Directors except to the extent that such a designee is not permitted to serve on a committee under applicable law, rule, regulation or listing standards. Pursuant to the Stockholders’ Agreement, Messrs. Benjamin, Press, Rowan and Sambur were appointed to the Board as a consequence of their respective relationships with Apollo and Messrs. Bonderman and Davis were appointed to the Board as a consequence of their respective relationships with TPG. TPG has elected not to appoint a third or fourth director in accordance with the terms of the Stockholders’ Agreement. Mr. Loveman was appointed to the Board pursuant to the Stockholders’ Agreement and as a consequence of his being Chief Executive Officer and President of the Company, prior to July 2015. Mr. Frissora was appointed to the Board pursuant to his Employment Agreement and as a consequence of his being Chief Executive Officer and President of the Company.

Criteria for Director Nomination.

Our Nominating and Corporate Governance Committee identifies and recommends to the Board persons to be nominated to serve as directors of the Company. Directors are selected based on, among other things, understanding of elements relevant to the success of a large publicly traded company, understanding of the Company’s business and educational and professional background. The Nominating and Corporate Governance Committee also considers the requirements of any stockholders agreement in existence (as such may be amended from time to time), including but not limited to the Stockholders’ Agreement, which governs the composition requirements of the Company’s Board and committees. In recruiting and evaluating new director candidates, the Nominating and Corporate Governance Committee also considers such factors as industry background, financial and business experience, public company experience, other relevant education and experience, general reputation, independence and diversity. The Company endeavors to have a Board composition encompassing a broad range of skills, expertise, industry knowledge and diversity of background and experience. The Nominating and Corporate Governance Committee considers, consistent with applicable law, the Company’s certificate of incorporation and by-laws and the criteria set forth in our Corporate Governance Guidelines and any candidates proposed by any senior executive officer, director or stockholder. The Nominating and Corporate Governance Committee evaluates candidates proposed by stockholders onprovide that the same basis as all other candidates.

In addition, individualindependent directors and any person nominated to serve as a director should demonstrate high ethical standards and integrity in their personal and professional dealings and be willing to act on and remain accountable for their boardroom decisions, and be in a position to devote an adequate amount of time to the effective performance of director duties.

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Prior to nominating a person to serve as a director, the Nominating and Corporate Governance Committee evaluates the candidate based on the criteria described above. In addition, prior to accepting renomination, each director should evaluate himself or herself as to whether he or she satisfies the criteria described above.
Board Leadership Structure. The Board has historically appointed the Company’s Chief Executive Officer and President as Chairman because he is the director most familiar with the Company’s business and industry, and as a result is best suited to effectively identify strategic priorities and lead the discussion and execution of strategy. On February 4, 2015, the Company announced that Gary Loveman, then Chairman and Chief Executive Officer, had decided to begin transitioning management of the Company at the end of the first quarter of 2015. Mark Frissora joined the Company as Chief Executive Officer Designate and a member of the Board and on July 1, 2015 became the President and Chief Executive Officer. Mr. Loveman continues to serve as Chairman of the Board. In light of Mr. Loveman’s significant history with the Company, the Board believes that Mr. Loveman’s continuation as Chairman provides the Company with important continuity and industry expertise. The Board has not designated a lead independent director.
Board’s Role in Risk Oversight. The Board exercises its role in the oversight of risk as a whole through the Audit Committee. The Audit Committee receives regular reports from the Company’s risk management and compliance departments.
Compensation Risk Assessment.On an annual basis, our management reviews our compensation policies and practices to determine whether any risks arising from our compensation policies and practices for employees, including non-executive officers, are reasonably likely to have a material adverse effect on the Company and presents its findings to the HRC. Based on this assessment and review, we believe our compensation policies and practices do not present risks that are reasonably likely to have a material adverse effect on us. In evaluating our compensation policies and practices, we considered the following elements of our compensation programs, from the perspective of enterprise risk management and the terms of the Company's compensation policies generally:
The Company’s executive compensation practices are intended to compensate executives primarily on performance, with a large portion of potential compensation at risk.
The HRC has set senior executive compensation with two driving principles in mind: (1) delivering financial results to our stockholders, and (2) ensuring that our customers receive a great experience when visiting our properties. To that end, historically the HRC has set our senior executive compensation so thatshall meet at least 50% of our senior executives’ total compensation istwice annually in executive session. Our independent directors met in executive sessions, without management present, at risk based on these objectives.
The HRC has the authority to claw back bonuses paid to participants in the event of a termination for cause or material noncompliance resulting in financial restatement by a plan participant.
The Company is subject to a number of restrictions due to gaming, compliance and other regulations that mitigate the risk that employees take action that put our business at risk and that the compensation programs incentivize them to do so.
each regularly-scheduled quarterly Board Meetings and Committees; Policy Regarding Director Attendance at Annual Meeting of Stockholders. meetings during 2018.

During 2015,2018, our Board of Directors held 1219 meetings, including regularly scheduled and special meetings. All directorsEach director attended at least 75%89% of the Board meetings and meetings of the committees of the Board on which the director served, other than David Bonderman and Kelvin Davis who attended less than 75% of the meetings of the Board and committees on which they serve. It is our policy thatserved. Our directors are encouraged to attend the Company’s annual stockholdershareholder meeting. FiveNinety percent of our directors attended our 20152018 annual meeting of stockholders.shareholders.

BOARD OVERSIGHT

General.Our Board provides the ultimate oversight of the Company and oversees and advises members of management who are responsible for the day-to-day operations and management of the Company. The Board has developed a number of specific expectations of its directors, set forth in the Company’s Corporate Governance Guidelines, to promote the discharge of the Board’s responsibilities and the efficient conduct of the Board’s business.

Risk Oversight.Our Board is responsible for overseeing the Company’s processes for assessing and managing risk. The Board considers our risk profile when reviewing our annual business plan and incorporates risk assessment into its decisions impacting the Company. The Board also reviews the Company’s cybersecurity risk profile and is regularly updated by the Company’s Chief Information Officer on the cybersecurity risks and threats facing the Company. The Board is further briefed on actions and changes taken by management to mitigate the Company’s risk profile and provided with an overview of the cybersecurity strategy along with key cybersecurity initiatives and matters.

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The Board also has delegated certain risk oversight functions to the Audit Committee. In accordance with its charter, the Audit Committee periodically reviews and discusses with senior management the Company’s policies and guidelines regarding major financial, liquidity, credit and operational risk exposures and steps management has taken to monitor and control such exposures. The Audit Committee meets regularly in executive session with senior management, including the Company’s Chief Financial Officer, Chief Accounting Officer, Chief Audit Executive, and General Counsel, and also meets with the Company’s independent auditor, to discuss and review risks that may have a material impact on the financial statements or the Company’s policies and procedures and internal controls. The Audit Committee incorporates its risk oversight function into its regular reports to the Board.

Our Compensation & Management Development Committee also annually reviews the Company’s compensation arrangements to determine whether they encourage excessive risk-taking as discussed below under “Executive Compensation Matters—Compensation Risk Assessment.”

In addition, the Company maintains a Compliance Committee composed of individuals who are appointed by the Board and who are independent from the Company. The Compliance Committee oversees the Company’s compliance program and reports directly to the Board on all matters relating to the Company’s compliance with gaming laws, including detecting and preventing violations of law, regulation, Company policy by Company insiders and agents, and enforcing special conditions imposed on the Company by any licensing authorities. The Company’s Compliance Committee also protects the Company against questionable associations and associations with unsuitable persons, reviews the practices and conduct of the Company and its employees, and protects the integrity and reputation of the Company.

Management Succession Planning.Our Board, led by our Compensation & Management Development Committee, oversees the management continuity planning process and periodically reviews the Company’s succession plans and leadership development programs. This oversight includes undertaking initiatives to strengthen the skills and qualifications of potential successor-candidates, and discussing performance, leadership development, and succession planning for other elected officers and key employees, as appropriate, during the Board’s executive sessions. This also includes addressing the policies and principles for the Company’s executive officer selection and performance review, as well as policies regarding succession in the event of emergency or retirement. Directors engage with senior management talent at Board and committee meetings and in less formal settings to enable directors to personally interact with and identify qualified successor-candidates.

Director Refreshment.The Board recognizes that refreshment brings both increased diversity and new perspectives to the Board. Accordingly, under our Corporate Governance Guidelines, a director will not be re-nominated for election by the Board if he or she would be 72 years old or older at the time of the election, although the Board maintains discretion to waive this policy in individual cases. The average age of our current directors is under 58 years old. The Board has determined not to impose term limits on directors.

Code of Ethics.We have a Code of Business Conduct and Ethics, which is applicable to all of our directors, officers and employees (the “Code of Ethics”). The Code of Ethics is available on the Governance page of our website located at http://investor.caesars.com. To the extent required pursuant to applicable SEC regulations, we intend to post amendments to or waivers from our Code of Ethics (to the extent applicable to our chief executive officer, principal financial officer or principal accounting officer) at this location on our website or to report the same on a Current Report on Form 8-K. Our Code of Ethics is available free of charge upon request to our Corporate Secretary, Caesars Entertainment Corporation, One Caesars Palace Drive, Las Vegas, Nevada 89109.

Corporate Social Responsibility.Led by our Governance & Corporate Responsibility Committee, our Board oversees the Company’s corporate social responsibility initiatives. The Committee evaluates the emergent environmental, social and governance-related risks and the Company’s social and environmental goals (including diversity and inclusion efforts), including the policies and programs instrumental in achieving short- and long-term targets, presented at least annually by management. Our corporate social responsibility framework is branded under the theme PEOPLE, PLANET, PLAY (People: supporting the wellbeing of our team members, guests and local communities. Planet: caring for our planet so our guests don’t need to worry. Play: creating memorable experiences for our guests and leading responsible gaming practices in the industry). This approach unites all our properties and business activities behind a shared framework with a common language to more effectively support sustainable, ethical and profitable business growth. Our PEOPLE, PLANET, PLAY platform builds on many years of investment across all aspects of citizenship, including responsible gaming, diversity, equity and inclusion, community impact, environmental stewardship, human capital management, and human rights. We report transparently on our citizenship performance each year in line with Global Reporting Initiative Standards, the leading global sustainability reporting standard.

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CORPORATE GOVERNANCE GUIDELINES

The matters discussed above reflect the Board’s commitment to a system of governance that enhances corporate responsibility and accountability. The Corporate Governance Guidelines contain provisions addressing the following matters, among others:

●

Board size;

●

Director qualifications;

●

Director independence;

●

Director retirement policy and changes in a non-employee director’s primary employment;

●

Director responsibilities, including director access to officers and employees;

●

Board meetings and attendance and participation at those meetings;

●

Board committees;

●

Executive sessions;

●

Director orientation and continuing education;

●

Chief Executive Officer evaluation and compensation;

●

Director compensation;

●

Management succession planning;

●

Performance evaluation of the Board and its committees; and

●

Public interactions.

Learn more about governance at Caesars by visiting the Governance page of our website located at http://investor.caesars.com, where you will find our Corporate Governance Guidelines, committee charters and other important governance documents. We intend to disclose any future amendments to the Corporate Governance Guidelines on our website.

COMMITTEES OF THE BOARD

Our Board has the following standing committees: The Audit Committee, the Compensation & Management Development Committee, the Governance & Corporate Responsibility Committee, and the Strategy & Finance Committee. The Board has determined that each committee member is independent as defined in the NASDAQ listing standards. The Board has adopted a written charter for each of these committees. The charter for each of these committees is available on the Governance page of our website located at http://investor.caesars.com. In addition, from time to time, the Board creates ad hoc committees for specific corporate purposes, such as the recently appointed Transaction Committee.

The chart below reflects the composition of the standing committees of our Board and the Transaction Committee as of the date of this proxy statement:

NAME OF DIRECTORAUDIT
COMMITTEE		COMPENSATION &
MANAGEMENT
DEVELOPMENT
COMMITTEE		GOVERNANCE
& CORPORATE
RESPONSIBILITY
COMMITTEE		STRATEGY &
FINANCE
COMMITTEE		TRANSACTION
COMMITTEE
Thomas Benninger✓✓✓
Juliana Chugg✓
Denise Clark✓Chair
Keith Cozza✓✓✓
John DionneChair
Don KornsteinChairChair
Courtney Mather✓✓✓
James Nelson✓
Richard Schifter✓Chair

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Audit Committee

11MEETINGS

MEMBERS
Benninger
Clark
Dionne (Chair)
Nelson
INDEPENDENCE
Messrs. Dionne, Benninger and Nelson and Ms. Clark are independent as independence is defined in Rule 10A-3 of the Exchange Act and under the NASDAQ listing standards.

AUDIT COMMITTEE FINANCIAL EXPERT
Our Board has determined that Messrs. Dionne and Benninger each qualify as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K.

The purpose of the Audit Committee is to oversee our accounting and financial reporting processes and the audits of our financial statements; provide an avenue of communication among our independent auditors, management, our internal auditors and our Board; and prepare the Audit Committee Report required by the SEC to be included in our annual proxy statement or annual report on Form 10-K. The principal duties and responsibilities of our Audit Committee are to oversee and monitor the following:

●Preparation of the annual audit committee report to be included in our annual proxy statement;
●Our financial reporting process and internal control system;
●The integrity of our financial statements;
●The independence, qualifications and performance of our independent auditor;
●The performance of our internal audit function;
●Our compliance with legal, ethical and regulatory matters; and
●Risks that may have a material impact on the financial statements or the Company’s policies and procedures and internal controls.

The Audit Committee investigates any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties.


Compensation & Management Development Committee

7MEETINGS

MEMBERS
Clark (Chair)
Mather
Schifter
INDEPENDENCE
Messrs. Mather and Schifter and Ms. Clark are independent as independence is defined in Rule 10C-1 of the Exchange Act and under the NASDAQ listing standards.

Our Compensation & Management Development Committee (the “Compensation Committee”) serves as our compensation committee with the specific purpose of designing, approving and evaluating the administration of our compensation plans, policies and programs.

The Compensation Committee’s role is to design compensation programs that encourage high performance, promote accountability and align employee interests with the interests of our shareholders. The Compensation Committee is also charged with reviewing and approving the compensation of the Chief Executive Officer and our other senior executives, including all the named executive officers.

Our Compensation Committee is entitled to delegate any or all of its responsibilities to a subcommittee of the Compensation Committee or to specified executives of the Company, except that it may not delegate its responsibilities for any matters where it has determined such compensation is intended to comply with the exemptions under Section 16(b) of the Exchange Act.

Each year the Compensation Committee reviews whether the work of the Company’s compensation consultants raises any conflicts of interest. We maintained a separate 162(m) Plan Committee until February 1, 2018, when the committee was disbanded and its function, to the extent still relevant, was assumed by the Compensation Committee.


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CORPORATE GOVERNANCE AND BOARD MATTERS

Governance & Corporate Responsibility Committee

7MEETINGS

MEMBERS
Chugg
Cozza
Schifter (Chair)
INDEPENDENCE
Messrs. Schifter and Cozza and Ms. Chugg are independent as independence is defined under the NASDAQ listing standards.

The principal duties and responsibilities of the Governance & Corporate Responsibility Committee are as follows:

●To identify individuals qualified to become Board members consistent with criteria approved by the Board for Board and committee membership, and to recommend to our Board proposed nominees for election to the Board and for membership on committees of our Board;
●To make recommendations regarding proposals submitted by our shareholders;
●To provide strategic oversight of the Company’s social and environmental responsibility goals and performance as well as emergent environmental, social and governance-related risks; and
●To make recommendations to our Board regarding board governance matters and practices.

Strategy and Finance Committee

Our Strategy & Finance Committee currently consists of Messrs. Kornstein, as Chair, Benninger, Cozza and Mather. The Strategy & Finance Committee assists the Board in the oversight of certain strategic transactions and financial matters.

Transaction Committee

Our Transaction Committee consists of Messrs. Kornstein, as Chair, Benninger, Cozza, and Mather. The Transaction Committee considers and evaluates various paths for enhancing shareholder value, including continuing to operate the Company as an independent public company.

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BOARD ACCOUNTABILITY AND PROCESSES

Policy Regarding CommunicationSHAREHOLDER ENGAGEMENT

The Company engaged in extensive discussions with shareholders during the past year to address their questions and interests. Members of our Board and management reached out to and engaged in substantive dialogue with shareholders representing more than 60% of Directorsour outstanding common stock through both in-person and telephonic meetings. Our engagement efforts are designed to seek input and provide perspective as to management decisions and strategy. We intend to continue our shareholder outreach efforts going forward in our continued effort to be prudent stewards of shareholder capital and to address the long-term interests of the Company and its shareholders.

COMMUNICATIONS WITH THE BOARD. Stockholders

Shareholders and other interested parties may contact the Board of Directors as a group or any individual director by sending a letter (signed or anonymous) to: c/o Board of Directors,Corporate Secretary, Caesars Entertainment Corporation, One Caesars Palace Drive, Las Vegas, NV 89109, Attention: Corporate Secretary.

Nevada 89109. We will forward all such communications to the applicable Board member(s), except for material that is unduly hostile, threatening, illegal or similarly unsuitable. In addition, the Company's Board has requested that certain items whichthat are unrelated to the duties and responsibilities of the Board should be excluded, such asincluding product complaints, suggestions, resumes and other forms of job inquiries, surveys and business solicitations or advertisements. The Company’s Law Departmentlegal department will review the communication, and concerns will be addressed through our regular procedures for addressing such matters. Depending on the nature of the concern, management also may refer matters to our internal audit, legal, finance or other appropriate department. If the volume of communication becomes such that the Board adopts a process for determining which communications will be relayed to Board members, that process will appear on the Corporate Governance page of our website located at http://investor.caesars.com.


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BOARD AND DIRECTOR EVALUATIONS

The Board recognizes that a robust self-evaluation process promotes Board effectiveness. Our Governance & Corporate Governance Guidelines. The Company has adopted Corporate Governance Guidelines that we believe reflectResponsibility Committee oversees the Board’s commitment to a system of governance that enhances corporate responsibility and accountability. The Corporate Governance Guidelines contain provisions addressing the following matters, among others:

Board composition (i.e., size);
Director qualifications;
Classification of directors into three classes;
Director independence;
Director retirement policy and changes in a non-employee director's primary employment;
Director term limits (and the lack thereof);
Director responsibilities, including director access to officers and employees;
Board meetings and attendance and participation at those meetings;
Executive sessions;
Board committees;
Director orientation and continuing education;
Chief Executive Officerannual evaluation and compensation;
Director compensation;
Management succession planning;
Performance evaluationprocess of the Board and its committees;committees. Our evaluation process consists of a written survey completed by each director evaluating the Board and
Public interactions.
each committee on which a director serves. These self-evaluations are designed to help assess the skills, qualifications, and experience represented on the Board and its committees and to assess whether they are functioning effectively.

The written survey is followed by a confidential live interview with each Board and committee member by our Governance & Corporate Responsibility Committee Chair and General Counsel in coordination with our Chairman of the Board. The live interviews are designed to solicit additional insights into the contributions of other directors and to obtain more targeted feedback regarding the Board, committee and individual director effectiveness. Each committee chair participates in the live interviews of its committee members.

The results of this process may be considered by the Board and Governance & Corporate Responsibility Committee, together with other factors, in director re-nomination decisions.

The Governance & Corporate Responsibility Committee annually reviews the self-evaluation process to consider any changes or improvements to the process, so that the solicited feedback remains relevant and appropriate.

DIRECTOR EDUCATION

In accordance with our Corporate Governance Guidelines, are availableour management, working with the Governance & Corporate Responsibility Committee, provides an orientation process for new directors on the Corporate Governance pageBoard. As part of this process, each new director receives in-person briefings provided by our corporate officers on our business, operations, significant financial, accounting and risk management matters, corporate governance and key policies and practices. New directors also receive briefings on the responsibilities, duties and activities of the committees on which the director will initially serve. In addition, our management periodically holds additional educational sessions for directors on matters relevant to the Company’s operations and plans.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Our new directors are provided the opportunity to visit and receive in-person briefings from senior managers at our properties, which allows them to gain a first-hand view of our website located at http://investor.caesars.com. We intendbusiness.

Our directors are encouraged to disclose any future amendments to the Corporate Governance Guidelines on our website.

participate in director continuing education programs sponsored by universities and other third-party organizations.

Code of Ethics. DIRECTOR COMPENSATIONWe have a Code of Business Conduct and Ethics, which is applicable to all

For their service, each of our non-employee directors officers and employees (the “Code of Ethics”). The Code of Ethics is available onreceives annual cash compensation paid monthly in arrears as well as an annual equity grant generally awarded concurrent with the Corporate Governance page of our website located at http://investor.caesars.com. To the extent required pursuant to applicable SEC regulations, we intend to post amendments to or waivers from our Code of Ethics (to the extent applicable to our chief executive officer, principal financial officer or principal accounting officer) at this location on our website or report the same on a Current Report on Form 8-K. Our Code of Ethics is available free of charge upon request to our Corporate Secretary, Caesars Entertainment Corporation, One Caesars Palace Drive, Las Vegas, Nevada 89109.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a)time of the Exchange Act requires our directors, executive officers and greater than ten-percent stockholders to file initial reportsannual meeting of ownership and reportsshareholders. For 2018, director compensation consisted of changes in ownershipthe following components:

COMPONENTPAYABLE TOANNUAL AMOUNT
($)
Annual retainerEach non-employee Director100,000
Audit Committee serviceEach Audit Committee member25,000
Compensation Committee serviceEach Compensation Committee member15,000
Governance & Corporate ResponsibilityEach Governance & Corporate15,000
Committee serviceResponsibility Committee member
Strategy & Finance Committee serviceEach Strategy & Finance Committee member25,000
Chairman serviceChairman of the Board100,000
Chair of each Board Committee15,000
Annual equity grantChairman of the Board205,000
Each other non-employee Director155,000

In addition, effective as of January 1, 2018, after six meetings of any of our securities withstanding committees have been held in a single year, then for each subsequent, additional meeting held in the SECcalendar year, each member of the committee receives additional compensation as follows:

FOR IN-PERSON MEETINGS:

●

Chairman of the committee: $2,500

●

Member of the committee: $1,500

FOR TELEPHONIC MEETINGS:

●

Chairman of the committee: $2,000

●

Member of the committee: $1,000

A meeting is counted toward this total only if it is formal and us. Based solely onminutes are kept. Informal meetings where minutes are not kept are not eligible for additional compensation. Annual compensation earned as a reviewresult of copies of such reports received with respect to the 2015 fiscal year and the written representations received from certain reporting persons that no other reports were required, we believe that during the 2015 fiscal year, allthese additional meetings is capped at $15,000 per Board member.

All of our directors executive officers and greater than ten-percent stockholders compliedare reimbursed for expenses incurred in connection with the requirements of Section 16(a).



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PROPOSAL 1 - ELECTION OF DIRECTORS

Effective as of March 21, 2016, the authorized number of members of our Board of Directors is eleven directors. Our Board of Directors recommends that the nominees listed below be elected as members of the Board of Directors at the annual meeting.
Pursuant to our certificate of incorporation, our Board of Directors is divided into three classes. The members of each class will serve for a staggered, three-year term. Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. Each of the nominees, if re-elected, will serve a three year term as a director until the annual meeting of stockholders in 2019 or until his respective successor is duly elected and qualified or until the earlier of his death, resignation or removal. If a nominee becomes unable or unwilling to accept nomination or election, the person or persons voting the proxy will vote for such other person or persons as may be designated by the Board of Directors, unless the Board of Directors chooses to reduce the number of directors servingservice on the Board.

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CORPORATE GOVERNANCE AND BOARD MATTERS

The following table sets forth the compensation provided by the Company to non-employee directors during 2018:

NAME   FEES EARNED OR
PAID IN CASH
($)		   STOCK AWARD
OR UNIT(4)
($)		   TOTAL
($)
James Hunt215,000256,267471,267
Thomas Benninger165,000193,755358,755
John Boushy(6)130,000193,755323,755
Juliana Chugg(1)4,79260,30465,096
Denise Clark(1)23,69084,089107,779
Keith Cozza(5)———
John Dionne155,000193,755348,755
Matthew Ferko(6)155,000193,755348,755
Don Kornstein155,000193,755348,755
Courtney Mather(5)———
James Nelson(5)———
David Sambur(2)170,000—170,000
Richard Schifter157,500193,755351,255
Marilyn Spiegel(7)9,583—9,583
Christopher Williams(3)(6)130,000193,755323,755

(1)

Ms. Chugg’s and Ms. Clark’s 2018 cash compensation and annual equity grant were prorated from the dates of their elections to the Board on December 12, 2018 and October 17, 2018, respectively. Ms. Chugg and Ms. Clark each received a prorated, fully vested equity grant on the respective dates of their appointment to the Board, based on an annual amount of $155,000, prorated for the number of days between the date of appointment by the full Board and May 3, 2019, with the number of shares granted based on the closing price of the Company’s common stock on the respective dates of grant ($7.48 on December 12, 2018 and $10.20 on October 7, 2018).

(2)

Mr. Sambur is an employee of Apollo (as defined in this proxy statement). Pursuant to Apollo Management Group’s internal policies, Mr. Sambur assigned the right to receive compensation as a director in favor of an affiliate designated by Apollo. Mr. Sambur resigned from the Board effective April 4, 2019. See also footnote 4.

(3)

Mr. Williams had a total of 14,453 options on December 31, 2018 all of which were exercisable.

(4)

Includes (1) an equity grant in consideration of Board service for the period of October through December of 2017 with the number of shares granted determined by dividing the following grant date values of the awards by $10.80, the closing price of the Company’s common stock on April 2, 2018, the date of grant, rounded up to the nearest whole share: $51,250 for Mr. Hunt and $38,750 each for Messrs. Benninger, Boushy, Dionne, Ferko, Kornstein, Schifter, and Williams; and (2) the annual equity grant for 2018 with the number of shares granted determined by dividing the following grant date values of the awards by $12.35, the closing price of the Company’s common stock on May 30, 2018, the date of grant, rounded up to the nearest whole share: $205,000 for Mr. Hunt and $155,000 each for Messrs. Benninger, Boushy, Dionne, Ferko, Kornstein, Schifter, and Williams. Mr. Sambur waived his right to both of these equity grants.

(5)

Messrs. Keith Cozza, Courtney Mather, and James Nelson were appointed to the Board on March 1, 2019.

(6)

Messrs. John Boushy, Matthew Ferko and Christopher Williams resigned from the Board effective March 1, 2019.

(7)

Ms. Spiegel resigned from the Board effective January 31, 2018.

In addition, in December 2018, we adopted the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan, effective January 1, 2019. This plan allows non-employee directors an opportunity to defer their Board of Directors has no reasoncompensation and equity grants.

DIRECTOR STOCK OWNERSHIP GUIDELINES

Stock ownership guidelinesfor non-employee directors are 5X the annual retainer. Non-employee directors are allowed five years to believe that anyachieve the minimum stock ownership level. Equity deferred by non-employee directors under the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan counts toward the achievement of the nomineesminimum stock ownership guidelines. The Compensation Committee will be unable or unwillingmonitor the non-employee directors’ achievement towards the guidelines annually and evaluate, where necessary, consequences for not meeting the guidelines.

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PROPOSAL 2 – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

PROPOSAL
2

To Approve, on an Advisory, Non-binding Basis, Named Executive Officer Compensation

✓The Board of Directors recommends that you vote FOR approval of the compensation of the Company’s named executive officers, as disclosed in this proxy statement, on an advisory, non-binding basis.

We are providing shareholders with the opportunity to cast an advisory, non-binding vote on the compensation of our named executive officers as disclosed in this proxy statement, in accordance with Section 14A of the Exchange Act.

Our executive compensation program is designed to serve asalign executive and shareholder interests through a director if re-elected. The ages of our directorsprogram that rewards loyalty and nominees as of the date of this proxy statement are:

Name   Age  Director
Since		 Position(s)
Class I Directors whose terms will expire at the 2016 Annual Meeting
Jeffrey Benjamin

 54 2008 Director
Fred Kleisner  71  2013 Director
Lynn Swann  64  2008 Director
        
Class II Directors whose terms will expire at the 2017 Annual Meeting
Kelvin Davis 52 2008 Director
Eric Press 50 2013 Director
David Sambur 36 2008 Director
Mark Frissora 60 2015 Director, President and Chief Executive Officer
        
Class III Directors whose terms will expire at the 2018 Annual Meeting
Gary Loveman  56  2000 Director, Chairman of the Board
David Bonderman  73  2008 Director
Marc Rowan  53  2008 Director
Christopher Williams 58 2008 Director
As of March 21, 2016, the following is a brief description of the backgroundencourages retention, results-driven individual performance and business experience of each of our directors and nominees:
Nominees (Whose Term, if Elected, Will Expire at the 2019 Annual Meeting)
Jeffrey Benjaminbecame a member of our Board of Directors in January 2008 upon consummation of the Acquisition. Mr. Benjamin has nearly 25 years of experience in the investment industry and has extensive experience serving on the boards of directors of other public and private companies, including Mandalay Resort Group, another gaming company. He has been senior advisor to Cyrus Capital Partners since June 2008 and serves as a consultant to Apollo Global Management, LLC with respect to investments in the gaming industry. He was a senior advisor to Apollo Global Management, LLC from 2002 to 2008. He has previously served on the board of directors of Spectrum Group International, Inc. Mr. Benjamin is the Chairman of the Board of A-Mark Precious Metals, Inc. and also serves on the boards of directors of American Airlines Group Inc., Chemtura Corporation and Exco Resources, Inc. He holds a bachelor’s degree from Tufts University and a master’s degree from the Massachusetts Institute of Technology Sloan School of Management. Mr. Benjamin was elected as a member of our Board because our Board concluded that Mr. Benjamin’s extensive experience in the gaming and investment industries as well as his extensive directorial experience provide the Board with a wealth of knowledge regarding the operational issues facing companies in the gaming industry and a business strategy essential to guiding the Company’s strategy.

14

Fred Kleisner became a member of our Board of Directors in July 2013. Mr. Kleisner has been Senior Advisor of Morgans Hotel Group Co. since 2006, served as the President and Chief Executive Officer of Hard Rock Hotel Holdings LLC from December 2007 through March 2011 and also served as the President and Chief Executive Officer of Morgans Hotel Group Co. from September 2007 through April 2011. He has also served in management positions with Rex Advisors, LLC, Wyndham International, Inc., and Starwood Hotels & Resorts Worldwide, Inc., Westin Hotels and Resorts, Interstate Hotels Company, The Sheraton Corporation, and Hilton Hotels, Corp. Mr. Kleisner currently serves as a director of Apollo Residential Mortgage, Inc., Kindred Healthcare, Inc., Playtime, LLC, as member of the Board of Managers of Ambridge Hospitality, and on the Advisory Council of Michigan State University’s Broad School of Business, Hospitality Business/Real Estate Investment Management Program. He previously served on the board of directors of Hard Rock Holdings, LLC, the Museum of Arts & Design, NYC, as a Trustee/Director for the Culinary Institute of America, and as a Trustee of National Outdoor Leadership School. He holds a degree from The School of Hospitality Business at Michigan State University. Mr. Kleisner serves as a member of the Company’s Audit Committee and was elected as a member of our Board because our Board concluded that Mr. Kleisner’s extensive experience in the management and operation of the companies in the hospitality and entertainment industry enable him to provide the Board with a wealth of knowledge regarding operational issues facing companies in the hospitality and entertainment industry and a business strategy essential to guiding the Company’s strategy.
Lynn Swann became a member of our Board of Directors in April 2008. Mr. Swann has served as president of Swann, Inc., a consulting firm specializing in marketing and communications since 1976 and the owner of Lynn Swann Group since 2011. The Lynn Swann Group is an affiliate of Stonehaven, LLC, which is a Member of FINRA/SIPC. Mr. Swann was also a broadcaster for the American Broadcasting Company from 1976 to January 2006. Mr. Swann also serves on the boards of directors of Fluor Corporation, American Homes 4 Rent and PGA of America. He previously served on the board of directors of Hershey Entertainment and Resort Co. and H.J. Heinz Co. Mr. Swann also holds a Series 7 and Series 63 registration. He is a member of the Company’s Audit Committee, Human Resources Committee, Nominating and Corporate Governance Committee, and the 162(m) Plan Committee. He holds a bachelor’s degree from the University of Southern California. Mr. Swannwas elected as a member of our Board because our Board concluded that Mr. Swann’s extensive experience in marketing and communications and qualifications to communicate with retail investors enable him to provide the Board with a wealth of knowledge and insight into operational and marketing strategies suitable for companies in the gaming industry which are essential to guiding the Company’s strategy.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.
Class II Directors (Current Term Will Expire at the 2017 Annual Meeting)
Kelvin Davis became a member of our Board of Directors in January 2008 upon consummation of the Acquisition. He is the Founder and Co-Head of TPG Real Estate. He has been a Partner at TPG based in San Francisco since 2000 and is a member of the Firm’s Management Committee. From 2000 to 2009, Mr. Davis led TPG’s North American Buyouts Group, encompassing investments in all non-technology industry sectors. Prior to joining TPG in 2000, Mr. Davis was President and Chief Operating Officer of Colony Capital, LLC, a private international real estate investment firm, based in Los Angeles, which he co-founded in 1991. Priordedication to the formation of Colony Capital, LLC, Mr. Davis was a principal of RMB Realty, Inc. the real estate investment vehicle of Robert M. Bass. Prior to his affiliation with RMB Realty, Inc., he worked at Goldman, Sachs & Co. in New York and with Trammell Crow Company in Dallas and Los Angeles. Mr. Davis currently serves on the boards of directors of Caesars Entertainment Operating Company, Inc., Catellus Development Corporation, Taylor Morrison Home Corporation (NYSE:TMHC), Parkway Properties, Inc. (NYSE:PKY), AV Homes, Inc. (NASDAQ: AVHI), Assisted Living Concepts, Inc. and Evergreen Industrial Properties, Inc. Heorganization’s overall success. Our compensation program is also designed such that a long-time director (and past Chairman)substantial portion of Los Angeles Team Mentoring, Inc. (a charitable mentoring organization), serves on the boardexecutives’ compensation opportunities are a result of directors of the Los Angeles Philharmonic Association,pay-for-performance. These principles align our compensation programs with our business objectives, including enhancing shareholder value and customer satisfaction.

The Company is a trustee of Los Angeles County Museum of Art (LACMA), and is on the Board of Overseers of the Huntington Library, Art Collections and Botanical Gardens. He holds a bachelor’s degree in Economics from Stanford University and an M.B.A. from Harvard Business School. He is a member of the Company’s Human Resources Committee, the Executive Committee, the Finance Committee and the Nominating and Corporate Governance Committee. Due to Mr. Davis’ experience and wealth of knowledge regarding investments, including real-estate related investments, he provides the Board with valuable knowledge and insight into investment related matters as well as business strategy relevant to the Company.

Eric Press became a member of our Board of Directors in January 2008 upon consummation of the Acquisition. Mr. Press has been a Senior Partner at Apollo Global Management, LLC since 2007 and has been a Partner of other Apollo entities since 1998. Mr. Press has nearly 20 years of experience in financing, analyzing, investing in and/or advising public and private companies and their board of directors. Mr. Press currently serves on the boards of directors of Apollo Commercial Real Estate Finance, Inc., Princimar Chemical Holdings, LLC, Regional Care Hospital Partners Holdings, Inc. and Verso Corporation. He has previously served on the board of directors of the Rodeph Sholom School, Innkeepers Trust USA, Wyndham International, Inc., Quality

15

Distribution, Inc. AEP Industries, Inc., Metals USA Holdings Corp., WMC Finance Corp., Prestige Cruise Holdings, Inc., Athene Holding, Ltd., Affinion Group Holdings, Inc., and Noranda Aluminum Holding Corporation, Mr. Press graduated magna cum laude from Harvard University with a bachelor’s degree in economics and received his law degree from Yale Law School. Mr. Press’ extensive experience in financing, analyzing, investing in and/or advising public and private companies and their board of directors and, as such, he provides the Board with key insights and knowledge into financing and investment matters as well as general management experience.
David Sambur became a member of our Board of Directors in November 2010. Mr. Sambur is a Partner of Apollo Global Management, having joined in 2004. Mr. Sambur has experience in financing, analyzing, investing in and/or advising public and private companies and their board of directors. Prior to joining Apollo, Mr. Sambur was a member of the Leveraged Finance Group of Salomon Smith Barney Inc. Mr. Sambur serves on the board of directors of AP Gaming Holdco, Inc. (a parent of AGS Capital LLC), Caesars Acquisition Company, Caesars Entertainment Operating Company, Inc., Hexion Holdings, LLC, MPM Holdings, Inc. and Verso Corporation. Mr. Sambur graduated summa cum laude and Phi Beta Kappa from Emory University with a bachelor’s degree in Economics. He is a member of the Company's Nominating and Corporate Governance Committee. Due to Mr. Sambur’s foregoing experience and qualifications, Mr. Sambur was elected as a member of our Board.

Mark Frissora became a member of our Board of Directors in February 2015. Mr. Frissora serves as our Chief Executive Officer and President. Mr. Frissora has 38 years of business experience that spans all levels of management and functional roles, including Chairman and CEO of two Fortune 500 companies over the last 14 years. Prior to joining the Company, he served as the Chairman and Chief Executive Officer of Hertz Global Holdings, Inc. from July 2006 until September 2014. Prior to joining Hertz in July 2006, Mr. Frissora led Tenneco, Inc. where he served as Chief Executive Officer from January 2000 to July 2006. His past positions include positions in sales, marketing and brand management at General Electric as well as senior roles overseeing supply chain, engineering and manufacturing at Tenneco and positions at Aeroquip-Vickers Corporation and Philips NV. He also serves as a director of Delphi Automotive PLC, where he is a member of their Finance Committee and a member of their Nominating and Governance Committee. Mr. Frissora previously served as a director of Walgreens Boot Alliance. Mr. Frissora holds a bachelor’s degree from The Ohio State University and has completed executive development programs at Babson College and the Thunderbird International School of Management. He is a member of the CEO Roundtables of the American Gaming Association and the U.S. Travel Association. Mr. Frissora was elected as a member of our Board because of his significant operational background and his past experience in leading large, complex organizations. He also serves as the Chairman of the Company’s Executive Committee.
Class III Directors (Current Term Will Expire at the 2018 Annual Meeting)
Gary Loveman has been our Chairman of the Board since January 2005 and has been a member of our Board of Directors since February 2000. He served as our Chief Executive Officer from January 2003 until July 2015 and President from April 2001 until July 2015. He has over 15 years of experience in retail marketing and service management, and he previously served as an associate professor at the Harvard University Graduate School of Business. Mr. Loveman also serves as Executive Vice President of Aetna, Inc. and President of its Healthagen division, a director of FedEx Corporation, and as Chairman of the Board and director of Caesars Entertainment Operating Company, Inc. He holds a bachelor’s degree from Wesleyan University and a Ph.D. in Economics from the Massachusetts Institute of Technology. Mr. Loveman was elected as a member of our Board because our Board concluded that Mr. Loveman’s distinguished career and experience in retail marketing and service management as well as his long service on our Board provides continuity to the Board and enables Mr. Loveman to contribute valuable insight and guidance on important issues facing the business of the Company.
David Bonderman became a member of our Board of Directors in January 2008 upon consummation of the Acquisition. Mr. Bonderman is a TPG Founding Partner. Prior to forming TPG in 1992, Mr. Bonderman was Chief Operating Officer of the Robert M. Bass Group, Inc. (now doing business as Keystone Group, L.P.) in Fort Worth, Texas. He has previously served on the boards of directors of JSC VTB Bank, General Motors Company, Gemalto N.V., Burger King Holdings, Inc., Washington Mutual, Inc., IASIS Healthcare LLC, Univision Communications, Inc., Armstrong World Industries, Inc. , and CoStar Group, Inc. Mr. Bonderman also currently serves on the boards of directors of Caesars Entertainment Operating Company, Inc., Energy Future Holdings Corp., Kite Pharma, Inc., Pace Holdings Corp. and Ryanair Holdings PLC, ofpresenting this Proposal 2, which he is Chairman. He holds a bachelor’s degree from the University of Washington and a law degree from Harvard University. Mr. Bonderman was elected as a member of our Board because our Board concluded that Mr. Bonderman’s extensive experience in investment and finance matters as well as his extensive directorial experience and deep understanding of operational issues enable Mr. Bonderman to provide the Board with valuable insight and guidance on strategic and operational issues of the Company.
Marc Rowan became a member of our Board of Directors in January 2008 upon consummation of the Acquisition. Mr. Rowan is a co-founder and Senior Managing Director of Apollo Global Management, LLC, , a leading alternative asset manager focused on contrarian and value-oriented investments across private equity, credit-oriented capital markets and real estate, a position

16

he has held since 1990. He currently serves on the boards of directors of Apollo Global Management, LLC, Athene Holding Ltd., and Caesars Acquisition Company. He has previously served on the boards of directors of AMC Entertainment, Inc., Beats Music, LLC (until its acquisition by Apple Inc.), CableCom Gmbh, Countrywide PLC, Culligan Water Technologies, Inc., Furniture Brands International, Inc., Mobile Satellite Ventures, L.P., National Cinemedia, Inc., National Financial Partners, Inc., New World Communications, Inc., New York REIT, Inc., Norwegian Cruise Lines Inc., Quality Distribution, Inc., Samsonite Corporation, SkyTerra Communications, Inc., Unity Media SCA, Vail Resorts, Inc., Wyndham International, Inc. and Caesars Entertainment Operating Company, Inc. (until March 18, 2016). He is a founding member and Chairman of Youth Renewal Fund and a member of the Board of Overseers of The Wharton School. He serves on the boards of directors of Jerusalem Online and the New York City Police Foundation. Mr. Rowan graduated summa cum laude from the University of Pennsylvania’s Wharton School of Business with a bachelor’s degree and an M.B.A. in Finance. Mr. Rowan is a member of the Company’s Executive Committee, the Human Resources Committee and the Finance Committee. Mr. Rowan was elected as a member of our Board because our Board concluded that Mr. Rowan’s extensive experience in value oriented investments, credit-oriented capital markets and real estate as well as his extensive directorial experience enable Mr. Rowan to provide the Board with insight and guidance on strategic matters of the Company.
Christopher Williams became a member of our Board of Directors in April 2008. Mr. Williams has been Chairman of the Board and Chief Executive Officer of Williams Capital Group, L.P., an investment bank, since 1994, and Chief Executive Officer of Williams Capital Management, LLC, an investment management firm, since 2002. Mr. Williams also serves on the boards of directors for Cox Enterprises, Inc., The Clorox Company, Lincoln Center for the Performing Arts, The Partnership for New York City and the National Association of Securities Professionals. Mr. Williams is also Chairman of the Board of Overseers of the Tuck School of Business at Dartmouth College. He previously served on the board of directors of Wal-Mart Stores, Inc. He is Chairman of the Company's Audit Committee and is a member of the 162(m) Plan Committee. He holds a bachelor's degree from Howard University and an M.B.A. from Dartmouth College’s Tuck School of Business. Mr. Williams was elected as a member of our Board because our Board concluded that Mr. Williams’ extensive management experience in investment banking provides the Board with a wealth of knowledge regarding business operations and business strategy as well as valuable financial and investment experience essential to guiding our strategy.






17

PROPOSAL 2 - ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, the Company’s stockholders havegives shareholders the opportunity to castapprove or not approve, on an annual advisory, vote to approvenon-binding basis, the compensation of the Company’sour named executive officers as disclosed pursuant toby voting for or against the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tablesfollowing resolution (a “say-on-pay” vote). The Company encourages stockholders to read the Compensation Discussion and Analysis, which describes the details of the Company’s executive compensation program and the decisions made by the HRC in 2015.
Stockholders are being asked to adopt the following resolution at the annual meeting:

“RESOLVED, that the compensation paid to the named executive officers, as disclosed in this Proxy Statementproxy statement pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables), is hereby approved.

”

As an advisory vote, this proposal is not binding on the Company, the Board or the HRC,Compensation Committee, and will not be construed as overruling a decision by the Company, the Board or the HRCCompensation Committee or creating or implying any additional fiduciary duty for the Company, the Board or the HRC.Compensation Committee. However, the HRCCompensation Committee and the Board value the opinions expressed by the Company’s stockholdersshareholders in their votes on this proposal and will consider the outcome of the say-on-pay vote when making future decisions regarding the compensation of the Company’s named executive officers.

2019 PROXY STATEMENT25

It is expected that the next say-on-pay vote will occur at the 2019 annual meeting

Table of stockholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY RESOLUTION TO APPROVE Contents

EXECUTIVE COMPENSATION.










18
COMPENSATION MATTERS


EXECUTIVE OFFICERS

Executive officers are elected annually, and serve at the discretion of our Board of Directors and hold office until their successors are duly elected and qualified or until their earlier resignation or removal. There are no family relationships among any of our directors, director nominees or executive officers. Gary Loveman serves as Chairman of the Board and served as Chief Executive Officer and President until July 1, 2015. His business experience is discussed above in “Proposal 1 - Election of Directors - Class III Directors (Current Term Will Expire at the 2018 Annual Meeting).” Mark Frissora serves as Director and, as of July 1, 2015, President and Chief Executive Officer. His business experience is discussed above in “Proposal 1 - Election of Directors - Class II Directors (Current Term Will Expire at the 2017 Annual Meeting).” OtherOur executive officers and their ages as of the date of this proxy statement are:

NAMEAGE
NameAgePositionPOSITION
Janis Jones Blackhurst6770Executive Vice President, Public Policy and Corporate Responsibility
Richard D. Broome60Executive Vice President, Communications and Government Relations
Richard D. Broome(1)
Monica Digilio		5756Executive Vice President of Public Affairs and CommunicationsChief Human Resources Officer
Timothy Donovan6063Executive Vice President, General Counsel and Chief RegulatoryLegal, Risk and ComplianceSecurity Officer
Eric Hession4144Executive Vice President and Chief Financial Officer
Christopher Holdren49Executive Vice President and Chief Marketing Officer
Thomas Jenkin6164Global President of Destination Markets
Gregory Miller55Executive Vice President, Domestic Development
Bob Morse60President of Hospitality
Les Ottolenghi(2)
5457Executive Vice President and Chief Information Officer
Tariq ShaukatMarco Roca4358President of Global Development and Chief Development Officer
Anthony Rodio60Chief Executive Officer
Christian Stuart40Executive Vice President, Gaming and Chief Commercial Officer
Mary Thomas49Executive Vice President, Human Resources
Steven Tight60President, International DevelopmentInteractive Entertainment
____________________
(1) Mr. Broome assumed his role effective January 11, 2016.
(2)Mr. Ottolenghi assumed his role effective January 18, 2016.

Ms. Jones Blackhurstbecame our Executive Vice President, Public Policy and Corporate Responsibility in May 2017. She served as Executive Vice President, Communications and Government Relations infrom November 2011.2011 to May 2017. She served as our Senior Vice President of Communications and Government Relations from November 1999 to November 2011. Prior to joining Caesars, Ms. Blackhurst served as Mayor of Las Vegas from 1991 to 1999.

Mr. Broomebecame our Executive Vice President, Communications and Government Relations in September 2017. Prior to his current role, he served as Executive Vice President of Public Affairs and Communications infrom January 2016.2016 to August 2017. Prior to joining the Company, Mr. Broome served as the Executive Vice President, Corporate Affairs and Communications of Hertz Holdings and Hertz from March 2013 through July 2015. Previously, Mr. Broome served as Senior Vice President, Corporate Affairs and Communications of Hertz Holdings and Hertz from March 2008 to March 2013, and as Vice President, Corporate Affairs and Communications from August 2000 to March 2008.

Ms. Digiliobecame our Executive Vice President and Chief Human Resources Officer in September 2018. Prior to joining Caesars, she spent six years as the Executive Vice President of Global Human Resources for Montage International, an operator of luxury hotels and resorts. Ms. Digilio also spent 12 years as the Executive Vice President of Global Human Resources for Kerzner International and 10 years in leadership positions with ITT Sheraton Corporation. Ms. Digilio is an Advisory Board Member for Cornell University’s Leland C. and Mary M. Pillsbury Institute for Hospitality Entrepreneurship.

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Mr. Donovanbecame our Executive Vice President in November 2011, General Counsel in April 2009 and ourChief Legal, Risk and Security Officer in February 2018. He served as Chief Regulatory and Compliance Officer infrom January 2011.2011 to February 2018. He served as Senior Vice President from April 2009 to November 2011. Prior to joining us, Mr. Donovan served as Executive Vice President, General Counsel and Corporate Secretary of Republic Services, Inc. from December 2008 to March 2009 after a merger with Allied Waste Industries, Inc., where he served in the same capacities from April 2007 to December 2008. Mr. Donovan earlier served as Executive Vice President-Strategy & Business Development and General Counsel of Tenneco, Inc. from July 1999 to March 2007. He also serves on the Board of Directors of John B. Sanfilippo & Son, Inc. and is President and Director of the Be a Gift Foundation.

Mr. Hessionbecame our Executive Vice President and Chief Financial Officer in January 2015 and has beenwas our Treasurer since November 2011. Prior to becoming Senior Vice President and Treasurer starting in November 2011,2011. Mr. Hession served as our Vice Presidentjoined the Company in December of 2002 and Treasurer from July 2010 to November 2011.held many roles in both operations and corporate finance over his tenure with the Company. Prior to his employment with the Company, Mr. Hession spent five years with Merck and Company working in various capacities in Pennsylvania and North Carolina and at theirits New Jersey corporate headquarters.

Mr. Holdrenbecame our Executive Vice President and Chief Marketing Officer in November 2017. Prior to joining Caesars, Mr. Holdren served as Chief Marketing Officer of Handy, a high-growth technology startup. Prior to Handy, Mr. Holdren served as Senior Vice President of Digital, Loyalty & Partnerships at Starwood Hotels & Resorts Worldwide Inc. Overall, Mr. Holdren spent more than 15 years at Starwood where he oversaw the award-winning Starwood Preferred Guest program. He previously held marketing roles at The Walt Disney Company and Saban Entertainment.

Mr. Jenkinbecame our Global President of Destination Markets in May 2013. He served as our President of Operations from November 2011 through May 2013. He served as Western Division President from January 2004 through November 2011. He served as our Senior Vice President-Southern Nevada from November 2002 to December 2003 and Senior Vice President and General Manager-Rio from July 2001 to November 2002.


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Mr. MillerOttolenghi became our Executive Vice President of Domestic Development in August 2013. Prior to his current role, he served as Senior Vice President of Domestic Development from May 2012 through August 2013. He served as Senior Vice President of Resort Development from February 2009 through April 2012. He previously served as the Vice President of Property Development from September 2004 through January 2009.


Mr. Morse became our President of Hospitality in April 2014. Prior to joining the Company, he served as Chief Operating Officer for the Americas region of Intercontinental Hotel Group (“IHG”) from February 2012 through April 2014. In his prior role, he was responsible for leading IHG’s operations for franchised and managed hotels, including InterContinental Hotels & Resorts, Crowne Plaza Hotels & Resorts, Hotel Indigo, Holiday Inn Hotels & Resorts, Holiday Inn Express, Staybridge Suites and Candlewood Suites. Mr. Morse joined IHG from Noble Investment Group where he served as managing principal and Chief Operating Officer from February 2005 through October 2011.

Mr. Ottolenghi became our Executive Vice President and Chief Information Officer in January 2016. Prior to joining the Company in early 2016, Mr. Ottolenghi held the same role at Las Vegas Sands Corporation from June 2013 to August 2015. Mr. Ottolenghi was also the Founderfounder and served as CEOChief Executive Officer/Chief Information Officer of Plat4m Technologies, formerly Firebox,Fuzebox, LLC, from August 2007 to May 2013.2013 as well as Chief Technology Officer/Co-Founder of Intent Media Works for four years, from 2003-2007.

Mr. ShaukatRocabecame our President of Global Development in July 2017 and our Chief Development Officer in April 2018. Prior to joining Caesars, Mr. Roca was Executive Vice President and Chief Development Officer for Hard Rock International from May 2014 to July 2017. Prior to joining Hard Rock, Mr. Roca was the Global Senior Managing Director for Realogy. Prior to joining Realogy, he spent six years as the Senior Vice President of Development for Wyndham Hotels & Resorts and two years as Vice President of Development - Americas and Caribbean for Starwood Hotels & Resorts.

Mr. Rodiobecame our Chief Executive Officer in May 2019. Information concerning the business experience and qualifications of Mr. Rodio is included above in the section “Our Board of Directors.”

Mr. Stuartbecame our Executive Vice President, Gaming and Chief Commercial OfficerInteractive Entertainment in October 2014.March 2017. Prior to his current role, he served as our ExecutiveSenior Vice President and the Chief of Staff to the former Chief Executive Officer from June 2015 through March 2017. He served in various marketing, operations and finance roles since 2005, including as Regional Chief Marketing Officer from March 2012 until October 2014. Prior to joining us, Mr. Shaukat was a Principal at McKinsey & Company from July 2009 through March 2012. He also served as Engagementoverseeing the Company’s nine resorts in Las Vegas, General Manager from December 2005 to December 2007of the Cromwell, Flamingo and as Associate Principal from December 2007 to June 2009.

Ms. Thomas became our Executive Vice President, Human Resources in November 2011. She served as our Senior Vice President, Human Resources from January 2006 to November 2011. Prior to joining us, Ms. Thomas served as Senior Vice President, Human Resources North America for Allied Domecq Spirits & Wines from October 2000 to December 2005.
Mr. Tight became our President, International Development in July 2011. Prior to joining us, Mr. Tight served as Chief Executive Officer of Aquiva Development from August 2008 to August 2009 and Chief Executive Officer of Al Sharq Investment from December 2004 to July 2008. Mr. Tight earlier served as Senior Vice President International Development for the Walt Disney Company from March 2000 to April 2004 and as Vice President of Business Development from July 1996 to February2000 andLINQ Resorts, Regional Vice President of Finance, from July 1992 to June 1996.


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EXECUTIVE COMPENSATION
Compensation Risk Assessment
The HRC has evaluatedGulf Coast Region, and various finance and operations leadership positions at the Company’s U.K. headquarters in London.

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COMPENSATION RISK ASSESSMENT

We have a fully independent compensation structurecommittee, the Compensation & Management Development Committee, which is also referred to in this proxy statement as the “Compensation Committee.”

On an annual basis, our management reviews our compensation policies and practices to determine whether any risks arising from our compensation policies and practices for employees, including non-executive officers, are reasonably likely to have a material adverse effect on the Company and presents its findings to the Compensation Committee. Based on this assessment and review, we believe our compensation policies and practices do not present risks that are reasonably likely to have a material adverse effect on us. In evaluating our compensation policies and practices, we considered the following elements of our compensation programs from the perspective of enterprise risk management and the terms of the Company’s compensation policies generally. As discussed below, the

The Company’s executive compensation practices are intended to compensate executives primarily on performance, with a large portion of potential compensation at risk. The HRC has setCompensation Committee sets senior executive compensation with twothree driving principles in mind: (1) delivering financial results to shareholders, (2) rewarding and motivating top executives in a manner that is aligned with shareholders’ interests while enhancing our stockholders,ability to retain top executive talent, and (2) ensuring(3) incentivizing high performance and promoting accountability so that our customers receive a great experience when visiting our properties. To that end, historically the HRC has set our senior executive compensation so that at least 50% of our senior executives’ total compensation is at risk based on these objectives. In addition, the HRCCompensation Committee has the authority to claw back bonuses paid to participants, and awards under the Caesars Entertainment Corporation 2012 Performance Incentive Plan (the “2012 PIP”) and the Caesars Entertainment Corporation 2017 Performance Incentive Plan (the “2017 PIP”) are subject to cancellation and/or clawback, each as further described below, in the event of a termination for cause or material noncompliance resulting in financial restatement by a plan participant. As a result, together with theThe Company is also subject to many restrictions placed on the Company bydue to gaming, compliance and other regulations that mitigate the HRCrisk that employees will take actions that would put our business at risk and that the compensation programs incentivize them to do so. As a result, the Compensation Committee does not believe that the Company’s compensation policies and practices provide incentives to take inappropriate business risks.

Compensation DiscussionCOMPENSATION DISCUSSION AND ANALYSIS

CAESARS ENTERTAINMENT: MOVING INTO THE FUTURE

Following our restructuring in October 2017, the year 2018 brought many opportunities for us to continue our transition from a highly leveraged controlled company to a growing public company, to invest in our growth strategy and Analysis

Executive Summary
Adjusted EBITDA resultsto continue the process of revising our compensation program structures to those that are appropriate for 2015 were $2,399 million. Customer satisfaction, measured througha dynamic public company. It also required us to focus on retaining top talent who are critical to our customer surveys, continued to improve reaching record high results in 2015.

The HRC set seniorfuture success.

Our executive compensation with two driving principles in mind: (1) delivering financial resultsphilosophy provides the foundation upon which all of our compensation programs are built. Our executive compensation philosophy, and our compensation policies, plans and programs, are under the supervision of the Compensation Committee of our Board of Directors. For a description of the composition, authority and responsibilities of the Compensation Committee, see “—Compensation Process—Compensation Committee” below.

EXECUTIVE SUMMARY

OUR 2018 NAMED EXECUTIVE OFFICERS
The following employees represented our named executive officers for 2018.

Mark Frissora(1)President and Chief Executive Officer
Eric HessionExecutive Vice President and Chief Financial Officer
Thomas JenkinGlobal President of Destination Markets
Robert Morse(2)President of Hospitality
Timothy DonovanExecutive Vice President, General Counsel, and Chief Legal, Risk and Security Officer
Les OttolenghiExecutive Vice President and Chief Information Officer

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(1)The Company and Mr. Frissora entered into a separation agreement, dated November 1, 2018 and amended on December 21, 2018, as discussed in greater detail in “Discussion of the Summary Compensation Table,” pursuant to which Mr. Frissora’s employment terminated effective as of April 30, 2019.
(2)The Company and Mr. Morse entered into a separation agreement, effective November 26, 2018, as discussed in greater detail in “Discussion of the Summary Compensation Table.”

SIGNIFICANT 2018 EVENTS

Following our restructuring, we began implementing changes to our stockholderscompensation structure. We continued and (2) ensuringexpanded these changes in 2018. The following summarizes key actions that we took in 2018, which are described in more detail below.

1We developed a new peer group for measuring compensation, which is composed of 12 gaming, hospitality, restaurant, and media/entertainment industry companies that are comparable to Caesars    4Our Board has approved an annual advisory vote of our shareholders on executive compensation (“say-on-pay”), beginning in 2019, to obtain more feedback on our compensation philosophy and implementation decisions
   
2We established a new annual and long-term incentive (“LTI”) program that provides for granting awards that are earned based on satisfaction of challenging performance targets, putting a significant portion of our executives’ compensation “at risk”5We granted cash retention bonuses to key executives to minimize disruption and encourage the continued availability of top talent following the resignation of our CEO, taking into account vesting schedules of awards granted while we were a controlled company
   
3We eliminated our ability to reprice stock options and stock appreciation rights without approval of our shareholders

2018 COMPANY PERFORMANCE
In light of our customers have a great experience when visiting2018 financial performance and in light of the fact that 2018 was our properties. Tofirst full year following our restructuring, the Compensation Committee believes that end, historically2018 compensation for our named executive officers was appropriate.

KEY EXECUTIVE COMPENSATION DECISIONS FOR 2018
In 2018, we implemented performance elements into our executive equity awards. These performance elements supplemented the HRC setperformance-based cash bonus awards also granted to executives, heavily weighting our seniorcompensation structure for executives to pay for performance. The following summarizes the key executive compensation so that at least 50% of our senior executives’ total compensation is based on these objectives:


The most significant compensation plan that is directly affected by the attainment of performance goals is our Annual Management Bonus Plan (the “Bonus Plan”). The financial measuredecisions made for the Caesars Entertainment Corporation 2009 Senior Executive Incentive Plan (the “Senior Executive Incentive Plan”) is EBITDA. The financial measurement used to determine the bonus under the Bonus Plan is Adjusted EBITDA. The non-financial measurement used to determine plan payments for all participants is customer satisfaction, as measured by a third party from customer surveys of the loyalty program in which we participate (“Total Rewards”).

2018:

●In August 2018, the Compensation Committee approved increases in base salaries, which ranged from 0% and 11% over 2017 and were consistent with market salaries (excluding promotion-related raises). Except for Mr. Morse, these increases were effective January 1, 2019.
◦●The 2015In February 2018, 2017 annual cash incentivesbonuses were paid to the named executive officers in 2018 at 107% of target based on 2017 adjusted EBITDA, overall customer service and enterprise NPS results.
●In April 2018, the Compensation Committee approved an Annual LTI grant to our named executive officers that placed 50% weighting on Performance Share Units (“PSUs”) tied to EBITDA performance goals and 50% weighting on time-vesting Restricted Stock Units (“RSUs”).
●In December 2018, the Compensation Committee approved retention bonuses for certain named executive officers (Messrs. Hession, Jenkin, Donovan, and Ottolenghi) in an aggregate amount of $3.6 million.
●In January 2019, annual cash bonuses were determined based on our Adjusted2018 results for specific criteria (adjusted EBITDA, of $2,399 millionoverall customer service and customer satisfaction improvement of 3.3%enterprise Net Promoter Score (“NPS”)). The EBITDA results reached 109% of plan. The HRC approved the corporate score of 150 points in December 2015.

We have adopted

Looking forward to 2019, in response to feedback from our shareholders, we added free cash flow—an important measure of cash generation by the Caesars Entertainment Corporation Performance Incentive Plan, business—as amended (the “2012 Plan”), pursuant to which we grant annual equity awards to maintain a competitive long-term incentive program. In 2015, we granted options and restricted stock units with a target value made up of 15% options and 85% restricted stock units for Mr. Jenkin, while the target value for Messrs. Hession, Shaukat, and Donovan was made up of 12.5% options and 87.5% restricted stock units. Mr. Frissora and Mr. Loveman did not participatefactor in the annual grant. However, Mr. Frissora did receive an award of options and restricted stock units in connection with his employment. The equity compensation analysis performed by Towers Watson and the available shares under the plan were considered when determining the mix for each participant. In addition, our outstanding performance options that vest based on our common stock price being at or above $57.41 were modified in 2013 so that the options vest 50% in each of March 2014 and 2015 regardless of our stock price performance, in order to deliver realizable value without further share usage under our plans. However, ifBonus Plan.

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The mix of the Company's 30-day trailing average stock price equals or exceeds $57.41 per share priorkey elements of compensation (expressed as a proportion of total compensation) awarded to the revised vesting dates, the outstanding $57.41 performance options will vest immediately.


Ourour named executive officers did not receivein 2018 was as follows (excluding compensation of the type that would fall under “All Other Compensation” in our Summary Compensation Table):

      EARNED
BASE
SALARY
($)		      ANNUAL CASH
BONUS AWARD
(AT TARGET)(1)
($)		      PERFORMANCE-
BASED STOCK
UNIT AWARD
(2018-2020)
(AT TARGET)
($)		      FAIR VALUE OF
TIME-VESTED
RESTRICTED
STOCK UNITS
GRANTED
($)
Mr. Frissora2,000,0004,000,0003,500,0103,500,010
Mr. Hession735,438597,543700,002700,002
Mr. Jenkin1,260,750945,562950,000950,000
Mr. Morse(2)848,391636,293700,002700,002
Mr. Donovan838,041628,531650,008650,008
Mr. Ottolenghi563,750359,391500,008500,008

(1)The Compensation Committee approved an increase to Mr. Hession’s bonus target from 75% to 100% and Mr. Ottolenghi’s bonus target from 60% to 75% on October 1, 2018.
(2)The Company and Mr. Morse entered into a separation agreement, effective November 26, 2018, as discussed in greater detail in “Discussion of the Summary Compensation Table.” Due to Mr. Morse’s termination of employment in 2018, he forfeited his LTI awards and received no bonus payment for 2018.

2018 CHIEF EXECUTIVE OFFICER

 

2018 AVERAGE OTHER NAMED EXECUTIVE OFFICERS

As the foregoing table and charts show, at the targeted level, our incentive compensation awards made at the beginning of 2018 represented approximately 85% of the total compensation awarded to our Chief Executive Officer for 2018 and an increase in base salary in 2015.



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2013 Say on Pay Vote

Ataverage of approximately 71% of the 2013 Annual Meeting,total compensation awarded to the stockholdersother named executive officers for 2018.

SAY-ON-PAY VOTE
Prior to our restructuring, at the 2016 annual meeting of shareholders, the shareholders approved, on an advisory, non-binding basis the Company’s named executive officer compensation. Approximately 96% of the votes cast on the 20132016 say-on-pay vote were in favor of our named executive officer compensation. AlsoThe Company considered this strong level of support and did not make any changes to its executive compensation policies for 2018 in 2013,response to the stockholders approved, on an advisory basis, holding future say-on-pay votes every three years (the “say-on-frequency” vote). In light of the result of the 2013 say-on-frequency vote, the HRC decided that the Company will present future say-on-pay votes every three years until thevote. The next required say-on-frequencysay-on-pay vote is at this, our 2019, annual meeting of shareholders, and we are holding such a vote.

Our Compensation Committee and Board have determined that going forward, we will hold a say-on-pay vote annually in order to obtain helpful feedback from our shareholders on a more frequent basis. Accordingly, we are holdingexpect to hold a say-on-pay vote at this 2016 Annual Meeting. We currently expectthe 2020 annual meeting and at each annual meeting thereafter.

OUR COMPENSATION PHILOSOPHY

The Compensation Committee sets senior executive compensation with three driving principles in mind: (1) delivering financial results to shareholders, (2) rewarding and motivating top executives in a manner that the next say-on-frequency voteis aligned with shareholders’ interests while enhancing our ability to retain top executive talent, and (3) incentivizing high performance and promoting accountability so that our customers receive a great experience when visiting our properties. The Compensation Committee monitors market trends and as we move further from our restructuring and being a controlled company, we anticipate that we will occur at the 2019 Annual Meeting.


Process
Our Human Resources Committee. The HRC serves ascontinue to modify elements of our compensation committeeprogram to reflect the best practices of our industry and peers.

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In accordance with these principles, we have implemented the specific purposefollowing designs and policies that support our commitment to paying for performance and maintaining good governance practices:

●aligning our incentive compensation strategy with business objectives, including enhancing shareholder value and customer satisfaction;
●supporting a culture of strong performance and accountability by rewarding employees for results;
●attracting, retaining and motivating talented and experienced executives; and
●fostering a shared commitment among our senior executives by aligning company and individual goals.

Based on the guiding principles of designing, approving,our compensation philosophy, our executive compensation programs provide competitive levels of compensation that come in many forms, including salaries, annual cash incentive bonuses, and evaluatingLTI and equity-ownership opportunities in the form of both performance and time-vested awards. We also offer other benefits typically offered to executives in large public companies, including defined contribution retirement plans (including non-qualified deferred compensation plans), limited perquisites, health and welfare benefits and in many cases, employment agreements. We work to refine our executive compensation programs and practices in response to the feedback of our shareholders and to be consistent with market trends and demands. We believe that we have made significant progress in this regard after our restructuring and plan to continue to do so going forward.

IMPLEMENTING THE PHILOSOPHY

WHAT WE DOWHAT WE DON’T DO
✓Pay for Performance: We align our pay to performance, with incentive-based compensation representing approximately 71% of the target compensation awarded to our named executive officers as a group for 2018.
✓Challenging Threshold Performance Goals and Limits on Payouts:Weestablish challenging threshold performance goals for payment of incentivecompensation and we limit annual cash incentive award payments andmaximum performance unit award settlements to 200% of the target award.
✓Competitive Pay for Market:We target our compensation to becompetitive to the market and our peer group at the target levelof performance.
✓Advisory Say-on-Pay Vote:We have implemented a policy pursuantto which we will request a say-on-pay vote annually in order toobtain more timely feedback on our compensation philosophy andimplementation decisions.
✓Robust Stock Ownership Guidelines:We have established robust stockownership guidelines for the CEO and named executive officers as well asfor our directors.
✓Insider Trading and Anti-Hedging Policies: We maintain policies that prohibit our directors, officers and other employees from engaging in “insider trading” in our stock, short selling or purchasing our stock on margin, or entering into transactions that are designed to hedge the risks and rewards of owning our stock.
✓Annual Pay Evaluations: The Compensation Committee evaluates pay and executive compensation programs annually or more frequently based on circumstances and annually assesses the potential for excessive risk taking.
✓Clawback Policy:We have an executive compensation clawback policythat allows us to recover performance-based cash and equity incentivecompensation paid to executives in various circumstances.
✕No Guaranteed Bonuses:We do not provide guaranteed bonuses for our officers.
✕No Automatic Salary Increases or Incentive Grants:We do not provide automatic or minimum salary increases for our officers or employees generally and we do not provide any automatic, guaranteed equity grants.
✕No Excise Tax Gross-ups:We do not provide excise tax gross-ups for any officer (other than related to relocation benefits).
✕No Single Trigger Change in Control Severance:Neither our compensation programs nor our employment agreements generally provide for single trigger change in control severance or accelerated vesting provisions.
✕No Excess Executive Perquisites:We do not provide extensive executive perquisites.

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COMPENSATION PROCESS

COMPENSATION COMMITTEE
The Compensation Committee has the sole authority to set the material compensation of our senior executives, including base pay, incentive pay and equity awards. The Compensation Committee receives information and input from our senior executives and outside consultants (as described below) to help establish these material compensation determinations, but the Compensation Committee is the final arbiter of these decisions.

The Compensation Committee designs, approves, and evaluates the administration of our compensation plans, policies and programs. The HRC'sCompensation Committee’s role is to ensure thatdesign compensation programs are designed tothat encourage high performance, promote accountability and align employee interests with the interests of our stockholders.shareholders. The HRCCompensation Committee is also charged with reviewing and approving the compensation of the Chief Executive Officer and our other senior executives, including all of the named executive officers. The HRCCompensation Committee operates under our Human ResourcesCompensation & Management Development Committee Charter. The HRC Charter was last updated on February 21, 2013.charter. It is reviewed no less thanat least once per year, withand any recommended changes are presented to our Board for approval.

The HRCcharter for our Compensation Committee specifically outlines its duties and responsibilities in shaping and maintaining our compensation philosophy.

Our Compensation Committee currently consists of Kelvin Davis, Marc RowanMs. Clark, as Chair, and Lynn Swann.Messrs. Mather and Schifter. Ms. Spiegel was a member of the Compensation Committee through the date of her resignation on January 31, 2018 for personal reasons; Mr. Williams was a member of the Compensation Committee through his resignation on March 1, 2019; and Mr. Sambur was a member of the Compensation Committee through the date of his resignation on April 4, 2019. Mr. Schifter was appointed to the Compensation Committee on March 6, 2018. The qualifications of the HRCCompensation Committee members stem from their roles as corporate leaders, private investors and board members of several large corporations. Their knowledge, intelligence and experience in company operations, financial analytics, business operations and understanding of human capital management enablesenable the members to carry out the objectives of the HRC. We have chosen the “controlled company” exception under the NASDAQ rules which exempts us from the requirement that we have a compensation committee composed entirely of independent directors.

Compensation Committee.

In fulfilling its responsibilities, the HRC is entitled toCompensation Committee may delegate any or all of its responsibilities to a subcommittee of the HRCCompensation Committee or to specified Caesars executives, of Caesars, except that it may not delegate its responsibilities for any matters where it has determined such compensation is intended to comply with the exemptions under Section 16(b) of the Exchange Act.

In February 2009, our Board formed the

The 162(m) Plan Committee comprised of two members: Lynn Swann and Christopher Williams. The purpose of the Board was disbanded on February 1, 2018 and its function, to the extent still relevant, was assumed by the Compensation Committee. See discussion below (“Policy Concerning Tax Deductibility”) regarding the relevance of Section 162(m) Planto our compensation programs.

2018 COMPENSATION COMMITTEE ACTIVITIES
In 2018, the Compensation Committee is to administer the Senior Executive Incentive Plan.     performed various tasks as described in its charter and in accordance with its assigned duties and responsibilities, including:

●Chief Executive Officer Compensation:Reviewed and approved corporate goals and objectives relating to the compensation of the Chief Executive Officer, evaluated the performance of the Chief Executive Officer in light of these goals and objectives and relative to peer group, and evaluated and awarded the equity compensation and annual bonus of the Chief Executive Officer based on such evaluation.
●Other Senior Executive Officer Compensation:Set base compensation and annual bonus compensation (other than for those executives who receive bonuses under the Senior Executive Incentive Plan) and awarded equity compensation for all senior executives, which included an analysis relative to our competition peer group.
●Director Compensation:Reviewed base compensation and awarded equity compensation for non-employee directors, which included a review of our practices against peers both within and outside the gaming and hospitality industry.
●Executive Compensation Plans:Reviewed the status of our various executive compensation plans, programs and incentives, including our deferred compensation plans, our equity plans and amendments to plans and, where appropriate, approved new plans and arrangements.

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HRC Consultant RelationshipsTable of Contents

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●Equity Compensation Plans:Approved awards of equity (including making grants of performance-based restricted stock units) and long-term cash incentives to certain employees under the 2017 PIP and established a retention program for certain key executives.
●Talent and Succession Planning:Reviewed internal pipeline and current succession plans for executive officers.
●Peer Companies:Reviewed the reasonableness of the existing peer companies and approved a new peer group.

COMPENSATION COMMITTEE CONSULTANT RELATIONSHIPS
The HRCCompensation Committee has the authority to engage services of independent legal counsel, consultants and subject matter experts in order to analyze, review, recommend and approve actions with regard to compensation of members of our Board, compensation, executive officer compensation, orand general compensation and plan provisions. We provide for appropriate funding for any such services commissioned by the HRC.Compensation Committee. These consultants are used by the HRCCompensation Committee for purposes of executive compensation review, analysis and recommendations. The HRCCompensation Committee has engaged and expects to continue to engage external consultants for the purposespurpose of determining Chief Executive Officer and other senior executive compensation. However, with respect to 2015 compensation, the HRC did not engage any consultants. Rather, consultants were engaged by our Human Resources executives, and these consultants helped formulate information that was then provided to the HRC. See “Role of outside consultantsOutside Consultants in establishing compensation”Establishing Compensation” below.

2015 HRC Activity
During six meetings in 2015, as delineated in the Human Resources Committee Charter and as outlined below, the HRC performed various tasks in accordance with their assigned duties and responsibilities, including:
Chief Executive Officer Compensation: reviewed and approved corporate goals and objectives relating to the compensation of the Chief Executive Officer, evaluated the performance of the Chief Executive Officer in light of these approved corporate goals and objectives and relative to peer group, evaluated and awarded the equity compensation and annual bonus of the Chief Executive Officer based on such evaluation.
Other Senior Executive Officer Compensation: set base compensation and annual bonus compensation (other than for those executives that receive bonuses under the Senior Executive Incentive Plan), and awarded equity compensation for all senior executives, which included an analysis relative to our competition peer group.

ROLE OF COMPANY EXECUTIVES IN ESTABLISHING COMPENSATION

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Director Compensation: reviewed base compensation and awarded equity compensation for non-management directors, which included a review of our practices against peers both in the gaming industry and outside the gaming industry.
Executive Compensation Plans: reviewed status of various executive compensation plans, programs, and incentives our various deferred compensation plans, our various equity plans and amendments to plans.
Equity Compensation Plans: approved awards of equity to certain employees under the 2012 Plan.
Talent Succession: reviewed and evaluated the succession plans relating to the Chief Executive Officer and other executive officer positions; approved the Chief Executive Officer succession plan.
Role of Human Resources Committee. The HRC has sole authority in setting the material compensation of our senior executives, including base pay, incentive pay (other than those executives that receive bonuses under the Senior Executive Incentive Plan, whose compensation under that plan is determined by the Section 162(m) Plan Committee) and equity awards. The HRC receives information and input from our senior executives and outside consultants (as described below) to help establish these material compensation determinations, but the HRC is the final arbiter on these decisions.  
Role of Company executives in establishing compensation. When determining the pay levels for the Chief Executive Officer and our other senior executives, the HRCCompensation Committee solicits advice and counsel from internal and external Company resources. Internal Company resources includehave included the Chief Executive Officer, the Executive Vice President of& Chief Human Resources Officer, and the Senior Vice President of Compensation.Compensation & HR Analytics. The Executive Vice President & Chief Human Resources Officer is responsible for developing and implementing our business plans and strategies for all company-wide human resource functions, as well as day-to-day human resources operations. The Senior Vice President of Compensation & HR Analytics is responsible for the design, execution and daily administration of our compensation operations. Both of these Human Resourceshuman resources executives attend the HRCCompensation Committee meetings, at the request of the HRC,Compensation Committee, and act as a source of informational resources and serveserving in an advisory capacity.

In 2015,2018, the HRCCompensation Committee communicated directly with theour former Chief Executive Officer, our human resources executives and Human Resources executiveswith compensation consultants in order to obtain external market data, industry data, internal pay information, individual and ourCompany performance results, and updates on regulatory issues. The HRCCompensation Committee also delegated specific tasks to Human Resourcesour human resources executives to facilitate the decision makingdecision-making process and to assist in the finalization offinalizing meeting agendas, documentation and compensation data for HRCCompensation Committee review and approval.

The

Our Chief Executive Officer annually reviews the performance of our senior executives and, based on these reviews, recommendsmakes compensation recommendations to the HRC compensationCompensation Committee for all senior executives other than his own compensation.himself. The HRC,Compensation Committee, however, has the discretion to modify the recommendations and makes the final decisions regarding material compensation to senior executives, including base pay, incentive pay (other than those executives that receive bonuses under the Senior Executive Incentive Plan), and equity awards.

Role of outside consultants in establishing compensationROLE OF OUTSIDE CONSULTANTS IN ESTABLISHING COMPENSATION
. Our internal Human Resourceshuman resources executives regularly engage outside consultants to provide advice related to our compensation policies. StandingWe have standing consulting relationships are held with several global consulting firms specializing in executive compensation, human capital management and board of directordirectors pay practices. During 2015,2018, the services performed by consultants that resulted in information provided to the HRCCompensation Committee are set forth below:

●
1.Willis Towers Watson provided us with advice regarding our equity programprograms and external benchmarking.
benchmarking for our executive compensation programs.
2.Steven Hall provided us with advice regarding executive retention and our equity program.
3.●Mercer Investment Consulting was retained by the Savings & Retirement Plan (401k) and Executive Deferred Compensation Plan Investment CommitteesCommittee to advise these committeesthis committee on investment management performance, monitoring, investment policy development and investment manager searches.searches relating to our executive deferred compensation plans.
4.Stoel Rives LLP was retained by the Savings & Retirement Plan (401k) Administrative Committee to advise this committee on plan design, compliance and operational consulting for our qualified defined contribution plan.

The consultants provided the information described above to our Human Resourceshuman resources executives to help formulate information that iswas then provided to the HRC.Compensation Committee. The direct fees paid to Stoel Rives LLPWillis Towers Watson in 20152018 for these services were $109,388 for the 401(k) Plan. There were additional fees paid to Stoel Rives LLP in 2015, but they were paid for by the plan. For 401(k), Mercer switched to a discretionary consulting model in late 2013, and therefore, the fees for investment consulting are a part of the investment management fees paid by the plan. No direct fees are paid to Mercer Investment Consulting from Caesars.$234,859. For the Executive Deferred Compensation Plans,Company’s executive deferred compensation plans, the fees paid to Mercer Investment Consulting in 2015 are $66,793. 2018 were $178,552.

2019 PROXY STATEMENT33

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The fees paid to Towers Watson were $40,611. The fees paid to Mr. Hall were $50,639.


23

The HRCCompensation Committee has determined that the work of Willis Towers Watson Steven Hall,and Mercer Investment Consulting and Stoel Rives LLP did not raise any conflicts of interest in fiscal 2015.year 2018. In making this assessment, the HRCCompensation Committee considered that neithernone of Willis Towers Watson Steven Hall,or Mercer Investment Consulting nor Stoel Rives LLP provided any other services to the Company unrelated to executive compensation, except for somecertain work performed by Willis Towers Watson related to employee benefits that we do not believe raises any potential conflicts andunder the other factors enumerated in Rule 10C-1(b) under the Exchange Act.

OUR COMPENSATION PROGRAMS

OVERVIEW
Objectives and Philosophy of Compensation ProgramsAs described below, various Company policies are in place to shape our executive pay plans, including:

●Salaries are linked to competitive factors and internal equity, and can be (but are not required to be) increased as a result of successful job performance.
●Our annual bonus programs are competitively based and provide incentive compensation based on our financial performance and customer service scores.
●Long-term incentives are tied to our financial performance and enhancing shareholder value.

COMPENSATION PROGRAM DESIGN EMPHASIZES VARIABLE AND AT-RISK COMPENSATION
Our executive compensation program is designed to achieve the following objectives:
align our rewards strategy with our business objectives, including enhancing stockholder value and customer satisfaction;
support a culture of strong performance by rewarding employees for results;
attract, retain and motivate talented and experienced executives; and
foster a shared commitment among our senior executives by aligning our and their individual goals.
These objectives are ever present and are at the forefront of our compensation philosophy and all compensation design decisions.
Our compensation philosophy provides the foundation upon which all of our compensation programs are built. Our goal is to compensate our executives with a program that rewards loyalty, results-driven individual performance, and dedication to the organization’s overall success. These principles define our compensation philosophy and are used to align our compensation programs with our business objectives. Further, the HRC specifically outlines in its charter the following duties and responsibilities in shaping and maintaining our compensation philosophy:
assess whether the components of executive compensation support our culture and business goals;
consider the impact of executive compensation programs on stockholders;
consider issues and approve policies regarding qualifying compensation for executives for tax deductibility purposes;
approve the appropriate balance of fixed and variable compensation; and
approve the appropriate role of performance based and retention based compensation.
Our executive compensation programs are structured to reward our executives for their contributions in achieving our mission of providing outstanding customer service and attaining strong financial results and to align the interests of our executives with those of our shareholders, as discussed in more detail below. Our executive compensation policy is designed to attract and retain high caliber executives and motivate them to superior performance for the benefit of our stockholders.
Various Company policies are in place to shape our executive pay plans, including:
salaries are linked to competitive factors, internal equity, and can be increased as a result of successful job performance;
our annual bonus programs are competitively based and provide incentive compensation based on our financial performance and customer service scores;
long-term incentives are tied to enhancing stockholder value and to our financial performance; and
qualifying compensation paid to senior executives is designed to maximize tax deductibility, where possible.

The executive compensation practices are intended to compensate executives primarily on performance, with a large portion of potential compensation at risk. The HRC sets senior executive compensation with two driving principles in mind: (1) delivering financial results to our stockholders and (2) ensuring that our customers receive a great experience when visiting our properties. To that end, historically the HRC has set our senior executive compensation so that at least 50% of our senior executives’ total compensation is at risk based on these objectives.

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Compensation Program Design Emphasizes Variable and At Risk Compensation

The executive compensation program is designed with our executive compensation objectives in mind and is comprisedcomposed of fixed and variable pay plans, cash and non-cash plans, and shortshort- and long-term payment structures in order to recognize and reward executives for their contributions to our Company today and in the future. TheIn particular, the impact of individual performance on compensation is reflected in base pay merit increases, setting the Annual Management Bonus Plan (the “Bonus Plan”) payout percentages as compared to base pay, and the amountvalue of equity awards granted. The impact of our financial performance and customer satisfaction is reflected in the calculation of the annual bonus payment and the intrinsic value of equity awards. Supporting a performance-based culture and providing compensation that is directly linked to outstanding individual and overall financial results is at the core of our compensation philosophy and human capital management strategy.

The table below reflects our short-term and long-term executive compensation programs during 2015:

2018:

Short-term                                                                                  
SHORT-TERM		       
Long-term                                                                                      
LONG-TERM
Fixed and Variable PayFixed and Variable Pay
Base SalarysalaryEquity Awards - Options and Restricted Stock UnitsLong-term cash incentive awards
Senior Executive Incentive Plan (employing
(employing the goals under the Annual Management Bonus Plan)		RSUs
PSUs

Market Review and CompetitivenessMARKET REVIEW AND COMPETITIVENESS
We periodically assess and evaluate the internal and external competitiveness forof all components of our executive compensation program. Internally, we look at critical and key positions that are directly linked to our profitability and viability. We review our compensation structure to determine whether the appropriate hierarchy of jobs is in place with appropriate ratios of Chief Executive Officer compensation to other senior executive compensation. We believe the appropriate ratio of Chief Executive Officer cash compensation compared to other senior executives ranges from 2.31:1 on the low end to 7.17:1 on the high end. These ratios are merely a reference point for the HRC in setting the compensation of our Chief Executive Officer, and were set after reviewing the job responsibilities of our Chief Executive Officer versus other senior executives and a gaming peer group.place. Internal equity is based on both quantitative and qualitative job evaluation methods, including span of control, required skills and abilities, and long-term career growth opportunities, as well as relevant comparative financial and non-financial job metrics. Externally, benchmarks are used to provide guidance and to improve our ability to attract, retain and recruit talented senior executives. Due to the highly competitive nature of the gaming and hospitality industry, as well as the competitiveness across industries for talented senior executives, it is important forthat our compensation programs to provide us the ability to internally develop executive talent, as well as to recruit highly qualified senior executives.

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EXECUTIVE COMPENSATION MATTERS

The overall design of the executive compensation program and the elements thereof is a culmination ofare evolving following our restructuring, the required incentives relating thereto, and years of developmentbeing a controlled company, and compensation plan design adjustments.to some extent still reflect incentives granted during that time. Each year, the plans are reviewed for effectiveness, competitiveness and legislative compliance. The current plans have been put into placeimplemented with the approval of the HRCCompensation Committee and in support of the principles of the compensation philosophy and objectives of our pay practices and policies.

Our Human Resourceshuman resources department conducts an annual review of compensation practices of competitors in the gaming and hospitality industry. The review covers a range of senior roles, including those of our named executive officers and boardmembers of directors,our Board, and competitive practices relating to cash compensation. In 2018, the Compensation Committee reviewed the reasonableness of the existing peer companies and approved a new peer group in April 2018. The findings of the peer group analysis are presented by the human resources department to the HRCCompensation Committee, which takes the findings into account when reviewing cashthe form and type of compensation for our executives.executives (subject to certain situations where adjustments are necessary to reflect alignment with market levels). As a result of this review, the HRCCompensation Committee believes that the current compensation program adequately compensates and provides incentiveincentives to our executives. The companies comprising our 2018 peer group for 2015 were:


Boyd Gaming Corporation
Penn National Gaming,
Darden Restaurants, Inc.
Carnival CorporationPinnacle Entertainment,
Norwegian Cruise Lines Holdings, Inc.
Hilton Worldwide Holdings, Inc.
Royal Caribbean
Isle of Capri Casinos, Inc.Starwood
Las Vegas Sands Corp.
Station Casinos,Corp
Live Nation Entertainment, Inc.
MGM Resorts International
Marriott International, Inc.
Royal Caribbean Cruises Ltd.
Viacom, Inc.
Wyndham Worldwide Corporation
Wynn Resorts, Limited
In 2013, we engaged Towers Watson to provide a review of equity compensation practices and the outcome of this review was used to provide guidance in the development of the annual equity grant program. Given the structure of our Company, with

25

operations throughout the United States and internationally, the review covered equity grant practices of a broad range of companies of comparable size and geographic scope, and was not limited to peers in the gaming industry with a smaller geographic reach. Below is the list of the 168 companies used in the review:

ELEMENTS OF EXECUTIVE COMPENSATION AND BENEFITS FOR 2018

The Compensation Committee designed our 2018 compensation program so that a significant portion of our named executive officers’ compensation was linked directly to corporate financial performance. For example, each named executive officer’s annual performance-based cash bonus was primarily based on the achievement of EBITDA targets. In 2018, each named executive officer was also issued performance share units (PSUs) that are subject to vesting based on attaining certain annual EBITDA targets.

Advanced Micro DevicesCEO - ANNUALIZED 2018 PAY MIXDTE EnergyMattelAVERAGE OTHER NEOs -
ANNUALIZED 2018 PAY MIX
Agilent TechnologiesEastman ChemicalMcGraw-Hill
Air Products and ChemicalseBayMeadWestvaco
Ally FinancialEcolabMGM Resorts International
AmerenEisai Co., Ltd.Micron Technology
American Family InsuranceElsevierMidAmerican Energy
AMERIGROUPEnCana Oil & Gas USAMillerCoors
Ameriprise FinancialEnergy Future HoldingsMomentive Specialty Chemicals
AmwayEntergyMonsanto
Anixter InternationalEpsonMosaic
APLEstee LauderMotorola Solutions
ArkemaFederal-MogulMylan
AshlandFirst DataNewmont Mining
Atos IT Solutions and ServicesFranklin ResourcesNewport News Shipbuilding
Automatic Data ProcessingGenworth FinancialNordstrom
BallGilead SciencesNorfolk Southern
BB&TGoodrichNovo Nordisk Pharmaceuticals
BBC WorldwideGreyhound LinesNRG Energy
BD (Becton Dickinson)Grupo FerrovialOffice Depot
BJ’s Wholesale ClubGuardian LifeOfficeMax
BorgWarnerHD SupplyOmnicare
Boston ScientificHealth NetOshkosh
C.H. Robinson WorldwideHearstPearson Group
Cablevision SystemsHenry ScheinPerformance Food Group
CalpineHersheyPetSmart
Celanese AmericasHertzPlatts
CelesticaHilton WorldwidePotash
CenterPoint EnergyHormel FoodsPraxair
CEVA LogisticsHuntington Ingalls IndustriesPrincipal Financial Group
Clear Channel CommunicationsHuntsmanProgress Energy
Cliffs Natural ResourcesInchcapeProvidence Health & Services
CMS EnergyInterpublic Group of CompaniesPublic Service Enterprise Group
Coca-Cola EnterprisesJacobs EngineeringPurolator Inc.
CorningKBRQuest Diagnostics
CovidienKinder MorganQVC
Crown HoldingsLend LeaseR.R. Donnelley
CSXLiberty GlobalReed Business Information
Dana CorpLimitedReed Elsevier
Darden RestaurantsLincoln FinancialReed Exhibitions
Devon EnergyLorillard TobaccoRegions Financial
Dignity HealthLuxottica GroupReynolds American
Dollar TreeMarsh & McLennanRGA Reinsurance Group
Dow CorningMasco CorporationRockwell Automation

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DSM Nutritional ProductsMasterCardRoyal Caribbean Cruises
Ryder SystemTarga ResourcesURS Energy & Construction
S.C. Johnson & SonTenet HealthcareVestas - American Wind Technology
SAICTennessee Valley AuthorityVF
Seagate TechnologyTerexVisa
Sempra EnergyTextronVisteon
Sherwin-WilliamsThermo Fisher ScientificViterra
Solvay AmericaTransCanadaWeyerhaeuser
SSABTransoceanWhole Foods Market
Stanley Black & DeckerUGIWilliams Companies
Starbucks CoffeeUnivarXcel Energy
State StreetUnum GroupXL Group
StrykerURS
SunTrust Banks
Elements of Active Employment Compensation and Benefits
The total cash compensation mix for each named executive officer varies. For our Chief Executive Officer, Mark Frissora, the allocation for 2015 was 30% for base salary and 70% for annual bonus. For the other named executive officers in 2015, the average allocation was 47% for base salary and 53% for annual bonus.

Each compensation element is considered both individually and as a component within the total compensation package. In reviewing each element of our senior executives’ compensation, the HRCCompensation Committee reviews peer data, internal and external benchmarks, our performance over the calendar year (as compared to our internal plan, as well as compared to other gaming companies)members of our peer group), and theeach executive’s individual performance. Prior compensation and wealth accumulation isare considered when making decisions regarding current and future compensation; however, it hascompensation, but are not been a decision point used to cap aany particular compensation element.

2019 PROXY STATEMENT35


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Peer Group Data

We and the HRC review the compensationTable of our named executive officers against our peer groups. The table below shows the amounts paid for our named executive officers in 2015 and the Peer Group Median for each category of compensation, as measured in 2014 for the 2015 SEC filings, the latest data available for the peer group. Peer group amounts in the table below for Mr. Loveman reflect peer group amounts for chief executive officers. Mr. Loveman served as our Chief Executive Officer through June 30, 2015.Contents

EXECUTIVE COMPENSATION MATTERS

 Base Salary Option Awards Stock Units or Awards Non-Equity Incentive Plan Compensation All Other Compensation
 Paid($) Peer Group Median($) Paid($) Peer Group Median($) Paid($) Peer Group Median($) Paid($) Peer Group Median($) Paid($) Peer Group Median($)
Mark Frissora,1,599,231
 1,171,101
 5,012,000
 90,968
 2,302,000
 3,763,999
 3,645,025
 2,060,611
 254,574
 125,877
President and Chief Executive Officer                   
Gary Loveman,1,900,000
 1,171,101
 —
 90,968
 —
 3,763,999
 4,062,500
 2,060,611
 1,655,742
 125,877
Chairman of Board                   
Eric Hession696,706
 550,000
 89,250
 —
 1,859,956
 1,490,884
 787,500
 395,100
 16,663
 14,014
Executive Vice President and Chief Financial Officer                   
Thomas Jenkin,1,200,000
 772,181
 170,136
 —
 1,327,061
 1,250,000
 1,350,000
 1,040,345
 43,768
 83,299
Global President of Destination Markets                   
Tariq Shaukat,700,000
 1,250,000
 89,250
 —
 3,359,951
 1,500,000
 787,500
 1,500,000
 18,112
 63,896
Executive Vice President and Chief Commercial Officer                   
Timothy Donovan,700,000
 500,000
 82,705
 155,598
 2,046,892
 1,121,213
 787,500
 309,447
 30,948
 17,472
Executive Vice President, General Counsel and Chief Regulatory & Compliance Officer                   
The base salary of most of our named executive officers is above the median and is a reflection of our position as one of the world's largest gaming companies with operations larger than the average size for our industry. Additionally, several of Mr. Frissora's peers are significant shareholders of their respective companies and, therefore, choose to receive a reduced base salary; this does not apply to Mr. Frissora and did not apply to Mr. Loveman. Mr. Shaukat’s base salary is lower than the peer group median but the HRC believes this is a reflection of the fact that not all companies report the position of Chief Commercial Officer and, therefore, there is a limited comparative set. In 2015, we continued our annual equity program awarding a mix of options to purchase shares and restricted stock units to our leadership population, which the majority of our named executive officers participated in. The Option Awards and Stock Units figures in the above table reflect grant date fair value of the awards granted during 2015. With respect to non-equity incentive plan compensation, our Senior Executive Incentive Plan (for Messrs. Frissora, Loveman, Hession, Jenkin, Shaukat, and Donovan) is a program based on our financial performance and customer service improvement. Bonus amounts are determined at the sole discretion of the 162(m) Plan Committee (subject to certain plan limitations), with input from the Chief Executive Officer for the other named executive officers. With respect to all other compensation, costs above peer group median are related to the costs of Mr. Loveman's personal security, aircraft usage and hotel lodging expense while in Las Vegas. See Note 5 of the "Summary Compensation Table."

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Elements of Compensation
Base SalaryBASE SALARY
Salaries are reviewed each year, and increases, if any, are based primarily on an executive'sexecutive’s accomplishment of various performance objectives and salaries of executives holding similar positions within theour peer group or within our Company. Adjustments in base salary may be attributed to one of the following:
Merit: increases in base salary as a reward for meeting or exceeding objectives during a review period. The size of the increase is directly tied to pre-defined and weighted objectives (qualitative and quantitative) set forth at the onset of the review period. The greater the achievement in comparison to the goals, generally, the greater the increase.
Market: increases in base salary as a result of a competitive market analysis, or in coordination with a long term plan to pay a position at a more competitive level.
Promotional: increases in base salary as a result of increased responsibilities associated with a change in position.
Additional Responsibilities: increases in base salary as a result of additional duties, responsibilities, or organizational change. A promotion may be, but is not necessarily, involved.
Retention: increases in base salary as a result of a senior executive's being recruited by or offered a position by another employer.

●Merit: Increases in base salary as a reward for meeting or exceeding objectives during a review period. The size of the increase is directly tied to predefined and weighted objectives (qualitative and quantitative) set forth at the onset of the review period. The greater the achievement in comparison to the goals, generally, the greater the increase.
●Market: Increases in base salary as a result of a competitive market analysis or in coordination with a long-term plan to pay a position at a more competitive level.
●Promotional: Increases in base salary as a result of increased responsibilities associated with a change in position.
●Additional Responsibilities: Increases in base salary as a result of additional duties, responsibilities or organizational change. A promotion may be, but is not necessarily, involved.
●Retention: Increases in base salary as a result of a senior executive being at risk of departure or being recruited by or offered a position by another employer.

All of the above reasons for base salary adjustments for senior executives must be approved by the HRCCompensation Committee and are not guaranteed as a matter of practice or in policy. On February 5, 2015, we entered into an employment agreement with Mark Frissora pursuantThe following chart details changes to which he became our Chief Executive Officer Designate. Effective July 1, 2015, Mr. Frissora became the Chief Executive Officer and President of the Company. Mr. Loveman did not receive an increasebase salaries that were made in base salary for his service as our Chief Executive Officer and President through June 30, 2015. Our other named executive officers did not receive an increase in base salary in 2015.2018.

NAME     2017
ANNUAL SALARY
($)

     

2018
ANNUAL SALARY
($)

     

% Change
Mark Frissora2,000,0002,000,0000%
Eric Hession(1)735,438735,4380%
Thomas Jenkin(2)1,260,7501,260,7500%
Robert Morse(3)893,031950,0006.4%
Timothy Donovan(4)735,438850,00015.6%
Les Ottolenghi(5)563,750563,7500%

(1)Mr. Hession’s base salary was increased to $815,000 effective as of January 1, 2019.
(2)Mr. Jenkin’s base salary was increased to $1,292,269 effective as of January 1, 2019.
(3)Mr. Morse’s employment with the Company terminated as of November 26, 2018, pursuant to a severance agreement dated November 26, 2018.
(4)Mr. Donovan received an increase in base salary to $850,000 on January 29, 2018. This increase was a result of a market analysis of comparable pay as well as in conjunction with the addition of the Security and Risk functions to his responsibilities.
(5)Mr. Ottolenghi’s base salary was increased to $620,125 effective as of January 1, 2019.

CASH INCENTIVE PAYMENTS
Cash Incentive Payments
Senior Executive Incentive Plan and Annual Management Bonus PlanSENIOR EXECUTIVE INCENTIVE PLAN AND ANNUAL MANAGEMENT BONUS PLAN
Our annual cash incentive plan for the named executive officers is the Senior Executive Incentive Plan. The awards granted pursuant to the Senior Executive Incentive Plan are intended to qualify as performance-based compensation under Section 162(m) of the Code. Eligibility to participate in the Senior Executive Incentive Plan is limited to our senior executives of Caesars and its subsidiaries who are, or at some future date may be, subject to Section 16 of the Exchange Act.Act or are designated by the Compensation Committee as eligible for participation. The 162(m) PlanCompensation Committee set the performance criteria, target percentages and participants under the Senior Executive Incentive Plan in May 2015.February 2018. The 162(m) PlanCompensation Committee set the bonus target for each participant in the Senior Executive Incentive Plan at 0.5% of the Company'sCompany’s EBITDA for 2015.2018. Subject to the foregoing and to the maximum award limitations, no awards will be paid for any period unless we achieve positive EBITDA. TheAwards under the Senior Executive Incentive Plan isare discretionary, including making nothe discretion to reduce or eliminate payments under the plan.Senior Executive Incentive Plan.

Messrs. Frissora, Loveman, Hession, Jenkin, Donovan, Morse and ShaukatOttolenghi and certain other executive officers participated in the Senior Executive Incentive Plan for 2015.during 2018. As noted above, the 162(m) PlanCompensation Committee has authority to reduce or eliminate bonuses earned under the Senior Executive Incentive Plan and also has authority to approve bonuses outside of the Senior Executive Incentive Plan to reward executives for special personal achievement. Due to Mr. Morse’s termination of employment in 2018, he received no bonus payment for 2018.

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It has been the 162(m) Plan Committee'sCompensation Committee’s practice to implementuse its discretion under the Senior Executive Incentive Plan (decreaseto reduce the 0.5% of EBITDA bonus target of 0.5% of EBITDA) by reference tofor the achieved performance goals and bonus formulas used under the Bonus Plan discussed below.

The Bonus Plan provides the opportunity for our senior executives and other participants to earn an annual bonus payment based on meeting corporate financial and non-financial goals. The goals may change annually to support our shortshort- or long-term business objectives. These goals are set at the beginning of each fiscal year by the HRC.Compensation Committee. In accordance with the terms of the Bonus Plan, the HRCCompensation Committee is authorized to revise the financial goals on a semi-annualsemiannual basis if external economic conditions indicatedindicate that the original goals did not correctly anticipate movements of the broader economy. In order for participants in the Bonus Plan to receive a bonus, the Company must achieve at least 85% of the financial goals approved by the HRC,Compensation Committee, although the HRCCompensation Committee has the discretion to award bonuses, even if the targetthis threshold is not met.


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The Bonus Plan performance criteria, target percentages and plan awards for bonus payments for the fiscal year ended December 31, 20152018 (paid in 2016)2019) were set in February 2015;2018; however, the HRCCompensation Committee continued its past practice of periodically reviewing performance criteria against plan. For the 20152018 plan year, the Bonus Plan'sPlan’s goal for our named executive officers and other members of senior management consisted of a combination of Adjusted EBITDA and customer satisfaction improvement. Although officers thatwho participated in the Senior Executive Incentive Plan during 20152018 did not participate in the Bonus Plan, goals were set for all officers under this plan. The measurement used to gauge the attainment of these goals is called the “corporate score.”


For 2015,2018, financial goals under our Bonus Plan were based on Adjusted EBITDA, representingwhich represents up to 80% of the corporate score. EBITDA is a common measure of company performance in the gaming and hospitality industry and as a basis for valuation of gaming and hospitality companies and, in the case of Adjusted EBITDA, as a measure of compliance with certain debt covenants.


Adjusted EBITDA is a financial metric that we use to consistently measure operational and financial performance. It aligns with the Company’s business plan and allows for a uniform measure to assess core earnings trends year-over-year. This metric is also used as a proxy for performance in comparison to most of our identified peer group and gives management insight into direct performance results of business operations.

“Adjusted EBITDA” under the Bonus Plan means “Adjusted EBITDA” as defined by the Company to be consistent with agreements governing certain senior secured credit facilities, which are publicly available on our websiteweb site and the SEC's website,SEC’s web site, and is further adjusted by exceptions approved by the HRCCompensation Committee to account for unforeseen events that directly impact Adjusted EBITDA results. “EBITDA” under our Senior Executive Incentive Plan means the Company’s consolidated net income before deductions for interest expense, income tax expense, depreciation expense and amortization expense for the performance period, each computed in accordance with accounting principles generally accepted in the United States.States (“GAAP”). The HRCCompensation Committee may make adjustments to the calculation of the Company’s EBITDA when the performance goal is established.


Adjustments to EBITDA represent certain add-backs and deductions permitted under certain indentures. Such add-backs and deductions include pre-opening costs incurred in connection with property openings and expansion projects at existing properties and costs associated with acquisition and development activities, stock-based compensation expense related to shares, stock options, and restricted stock units granted to the Company’s employees, litigation awards and settlements, severance and relocation expenses, sign-on and retention bonuses, permit remediation costs, and business optimization expenses.

The non-financial goal is based on our customer satisfaction score.score, which is measured by third-party surveys. We believe we distinguish ourselves from competitors by providing excellent customer service. Supportingthrough the experience that we provide to our customers, and supporting our property team members who have daily interactioninteractions with our external customers is critical to maintaining and improving guest service. Customer satisfaction is measured by surveys of Total Rewards customers taken by a third party. These surveys are taken weekly across a broad spectrum of customers. Customers are asked to rate our casinos' performance using a simple 1-10 rating scale, with a score of 9 or 10 being considered an A score. The survey questions focus on friendly/helpful and wait time in key operating areas, such as beverage service, slot services, Total Rewards, cashier services and hotel operation services. Each of our casino properties works against an annual baseline defined by a composite of their performance in these key operating areas from previous years. Customer satisfaction comprised 20% of the corporate score for 2015,2018. 15% was attributed to the Overall Service score, while 5% was attributed to the Net Promoter Score question. Net Promoter Score focuses on customers’ likelihood to recommend the property they visited and the target was set at a 2% change from non-A to A scores for 2015. A minimum 1% change from non-A to A scores is required to receive any portion ofallows the customer satisfaction payout. Actual customer satisfaction score for 2015 was 3.3% change in non A to A scores.

provide feedback that Caesars can use to improve guest service.

After the corporate score has been determined, a bonus matrix approved by the HRCCompensation Committee provides for bonus amounts of participating executive officers and other participants that will result in the payment of a specified percentage of the participant'sparticipant’s salary if the target objective is achieved. TheFor 2018, the target payout percentage for Mr. Frissora is 150%was 200%, and the

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EXECUTIVE COMPENSATION MATTERS

target payout percentage for Messrs. Hession, Jenkin, Donovan and Shaukat isMorse was 75%. Mr. Hession’s target percentage was increased from 75% to 100% as of October 1, 2018, and Mr. Ottolenghi’s target percentage was increased from 60% to 75% as of October 1, 2018. This percentage of salary is adjusted upward or downward based upon the level of corporate score achievement.

After the end of the fiscal year, theour Chief Executive Officer assesses our performance against the financial and customer satisfaction targets set by the HRC. Taking into account our performance against the targets set by the HRC, the Chief Executive OfficerCompensation Committee, and develops and recommends a performancecorporate score of 0 to 200 to the HRC.Compensation Committee. If the minimum of 85% of the financial goal is not met, the performancecorporate score is 0. If the threshold of 85% of the financial goal is met but not exceeded, the performancecorporate score is 16. To achieve the maximum score of 200 points, the financial performance must meet or exceed 115% of the financial goals, and the customer satisfactionOverall Service score must meet or exceed a 2%1% shift in 2015.2018, and the Net Promoter Score must meet or exceed a 1.75% shift in 2018. A score of 200 results in payment of two times target bonus, while a score of 100 results in payment of target bonus opportunity.

If results fall between the threshold and target or target and maximum for any of the metrics, the points will be extrapolated on a curve. The 2015chart below provides additional detail on our 2018 goals:

(1)Results of $2,313 include exceptions approved by the Compensation Committee. The approved exceptions did not change the EBITDA points as 2018 EBITDA results without exceptions was $2,308 or 99% of target.

The 2018 corporate score of 15096 was approved by the HRC.Compensation Committee. See the "Summary Compensation Table"chart below for actual payouts.

NAME     TARGET
(% OF SALARY)		     TARGET AWARD
($ VALUE)		     ACTUAL AWARD
($ VALUE)
Mark Frissora200%4,000,0003,840,000
Eric Hession(1)81%597,543610,000
Thomas Jenkin75%945,562927,740
Robert Morse(2)75%636,2930
Timothy Donovan75%628,531610,000
Les Ottolenghi(3)64%359,391355,015

(1)The Compensation Committee approved increasing Mr. Hession’s bonus target from 75% to 100% effective October 1, 2018. A weighted average for the 2018 annual year is reflected in the table above.
(2)Due to Mr. Morse’s termination of employment in 2018, he received no bonus for 2018.
(3)The Compensation Committee approved increasing Mr. Ottolenghi’s bonus target from 60% to 75% effective October 1, 2018. A weighted average for the 2018 annual year is reflected in the table above.

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The HRCCompensation Committee has the authority under the Bonus Plan to adjust any goal or bonus points with respect to executive officers, including making no payment under the Bonus Plan. These decisionsDecisions regarding the Bonus Plan are subjective and based generally on a review of the circumstances affecting results to determine if any events were unusual or unforeseen.

Discretionary

In response to feedback from our shareholders, for 2019, we have added free cash flow (in addition to EBITDA, Overall Service and Net Promoter Score) as a factor in determining performance under the Bonus Awards

Plan. Free cash flow is an important measure of cash generation by the business. While it is related to EBITDA, it is also impacted by changes in working capital and capital expense.

DISCRETIONARY BONUS AWARDS
The HRCCompensation Committee has the discretion to award special discretionary bonuses to our named executive officers. In August 2015 the HRC awardedFebruary 2018, Mr. Donovan a special one-time retention bonus of $200,000 in order to help the Company retain his services, payable in two equal installments of $100,000 on each final regular payroll day of 2015 and 2016. No other named executive officer received a discretionary bonus of $320,963 in 2015.


30

Equity Awards
Retention Awards
In January 2015,conjunction with the HRC approved one-time discretionary awards of restricted stock units to certain employees to help retain those employees in lightaddition of the ongoing Chapter 11 restructuringSecurity and Risk functions to his responsibilities.

EQUITY AWARDS AND CASH RETENTION
ANNUAL AWARDS UPDATE
In April 2018, the Compensation Committee approved an annual long-term grant in the form of CEOC. Messrs. Shaukat, DonovanRSUs and Hession received awards of 189,394; 94,697; and 75,758 restricted stock units, respectively. The restricted stock units vest 18 months after the date of grant, subject to continued employment, and are otherwise on substantially the same terms as the Company’s previously awarded restricted stock units.

Annual Awards
In May 2015, the HRC approved annual CEC equity grantsPSUs for most of the named executive officers and certain other members of management under the 2012 Plan.2017 PIP. The 2012 Planintroduction of PSUs, which are tied to EBITDA performance, supports our compensation philosophy of motivating our executives in a manner that is designedaligned with shareholders’ interests. For 2018, awards for our named executive officers were weighted 50% to offer long term valuePSUs and 50% to our leadersRSUs, as follows:

   PERFORMANCE-BASED
STOCK UNIT AWARD
(2018-2020)
(AT TARGET)
($)		   FAIR VALUE OF TIME-
VESTED RESTRICTED
STOCK UNITS
GRANTED
($)
Mr. Frissora3,500,0103,500,010
Mr. Hession700,002700,002
Mr. Jenkin950,000950,000
Mr. Morse700,002700,002
Mr. Donovan650,008650,008
Mr. Ottolenghi500,008500,008

2018 RETENTION PROGRAM
In December 2018, the Compensation Committee approved the “2018 Retention Program” for certain named executive officers and certain other members of management to encourage their retention through the transition to a mix of restricted stock units and time based stock options in ordernew Chief Executive Officer. These awards generally vest on February 1, 2020 (subject to attract and retain top talent. When determiningearlier vesting if the sizeindividual’s employment is terminated by the Company without cause, upon termination of the grants,executive for good reason and upon death or termination for disability, as those terms are defined in the HRC considers individual performance, market practice,2017 PIP or the applicable employment agreement). Messrs. Hession, Donovan, Jenkin and target value. Both restricted stock units and the stock options granted in May 2015 vest ratably overOttolenghi each received a four year period and require continued service with the Company, in order to promote retention. As with ourretention award of $900,000. No other variable compensation plans, this annual long term incentive plan is discretionary and grantsnamed executive officers received awards under the plan require approval from the HRC.

2018 Retention Program.

In May 2015, the HRC approved the following annual grants to the named executive officers:CLAWBACKS AND FORFEITURES

Executive  
Number of Shares of
Time Based Options
 
Number of Shares of
Restricted Stock Units
 
Grant Date Fair Value of Stock and Option Awards(1)
Mark Frissora(2)
 —
 —
 —
Gary Loveman —
 —
 —
Eric Hession  26,250
  91,875
 $949,200
Thomas Jenkin  50,040
  141,780
 $1,497,197
Tariq Shaukat  26,250
  91,875
 $949,200
Timothy Donovan 24,325
 85,138
 $879,597
____________________
(1)
The figures in this column reflect the grant date fair value of stock awards and option awards granted during the year in accordance with Accounting Standards Codification, or ASC, Topic 718.
(2)
Mr. Frissora received a grant under the 2012 Performance Incentive Plan in conjunction with his hiring.
Clawbacks and Forfeitures
Under our Senior Executive Incentive Plan, unless an2012 PIP, 2017 PIP, and our other incentive plans generally, awards will be cancelled, the participant will forfeit cash and/or stock received or payable in connection with the award agreement provides otherwise (a)and related proceeds, and the participant may be required to return such amounts already received, in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under applicable securities laws that reduces the amount payable or due in respect of an award under the plan that would have become payable had the Company’s EBITDA been properly reportedwith proper reporting (as determined by the HRC), (i)Compensation Committee). In addition, the award will be canceled and (ii) a participant will forfeit the cash payable pursuant to the award and the amount(s) (if any) paid to the participantCompensation Committee may, in respectits discretion, cancel awards or require repayment of thecompensation, gains or amounts received in connection with such award (and the participant may be required to return or pay such amount to the Company); (b) if, following

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a participant’s termination of employment or services with the Company, the HRCCompensation Committee determines that the Company had grounds to terminate such participant for “cause” (as such term is defined in the HRC’s discretion, or as set forth in a written employment or award agreement between the Company and the participant) then the HRC may, in its sole discretion, (i) cancel any outstanding portion of an award granted under the plan (whether earned or unearned) that is held by such participant without payment therefore and/or (ii) require the participant or other person to whom any payment has been made in connection with such award after the date of the conduct constituting cause, to forfeit and pay to the Company, on demand, all or any portion of the amount(s) received upon the payment of any other award granted under the plan following the date of conduct constituting cause; (c) to the extent“Cause.” Finally, if required (i) by applicable law, (including without limitation the Sarbanes Oxley Act and Section 954 of the Dodd Frank Act), (ii) the rules and regulations of any United States national securities exchange or inter-dealer quotation system on which shares of Caesars common stock are listed or quoted,NASDAQ, and/or (iii) pursuant to a written policy adopted by the Company, (as in effect and/or as amended from time to time), awards under the planplans shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into the plan and all written agreements evidencing the grant of any outstanding award (if any)).

requirements.

EMPLOYMENT AGREEMENTS


31

Under our 2012 Plan, unless an award agreement provides otherwise: (a) In the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the securities laws, which reduces the amount payable or due in respect of an award under the plan that would have been earned had the financial results been properly reported, (as determined by the HRC) (i) the award will be canceled and (ii) the participant will forfeit (A) the cash or shares of common stock received or payable on the vesting, exercise or settlement of the award and (B) the amount of the proceeds of the sale, gain or other value realized on the vesting or exercise of the award or the shares of common stock acquired in respect of the award (and the participant may be required to return or pay such shares of common stock or amount to the Company). (b) If, after a termination by a participant from employment or services with the Company and its subsidiaries, the HRC determines that the Company or any of its subsidiaries had grounds to terminate such participant for “Cause”, then (i) any outstanding vested or unvested, earned or unearned portion of an award under the plan that is held by such participant may, at the HRC’s discretion, be canceled without payment therefor and (ii) the HRC, in its discretion, may require the participant or other person to whom any payment has been made or shares of common stock or other property have been transferred in connection with the award after the date of conduct constituting Cause to forfeit and pay over to the Company, on demand, all or any portion of the compensation, gain or other value (whether or not taxable) realized upon the exercise of any Option or SAR, or the subsequent sale of shares of common stock acquired upon exercise of such Option or SAR and the value realized (whether or not taxable) on the vesting, payment or settlement of any other award during the period following the date of the conduct constituting Cause. (c)To the extent required by applicable law (including without limitation the Sarbanes Oxley Act and Section 954 of the Dodd Frank Act) and/or the rules and regulations of any U.S. national securities exchange or inter-dealer quotation system on which shares of common stock are listed or quoted, or if so required pursuant to a written policy adopted by the Company (as in effect and/or amended from time to time), awards under the plan shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this plan and all outstanding award agreements).

Employment Agreements

We have entered into employment agreements with each of our named executive officers, which are described below in “- Discussion“Discussion of the Summary Compensation Table.” The HRC and the BoardThese agreements were put these agreements in place in order to attract and retain the highest quality executives. At least annually, our compensationhuman resources department reviews our termination and change in control arrangements against peer companies as part of its review of determining whether our overall compensation package for executives to ensure that it is competitive. The compensation department's analysis is performed by reviewing each of our executives undercompetitive using several factors, including the individual'sindividual’s role in the organization, the importance of the individual to the organization, the ability to replace the executive if he/he or she were to leave the organization and the level of competitiveness in the marketplace to replace an executive while minimizing the affecteffect to our on-goingongoing business. The compensationhuman resources department presents its assessment to the HRC for feedback. The HRCCompensation Committee, which reviews the information and determines if changes are necessary to the termination and severance packages of our executives.

POLICY CONCERNING TAX DEDUCTIBILITY

Our employment agreements generally do not provide for any equity acceleration in connection with a change in control or any terminations of employment, except in certain cases in connection with termination without cause or by the employee for good reason and except in the case of Mr. Shaukat. See “- Discussion of the Summary Compensation Table.”

Policy Concerning Tax Deductibility

The HRC's policy with respect to qualifying compensation paid to its executive officers for tax deductibility purposes is that executive compensation plans will generally be designed and implemented to maximize tax deductibility. However, non-deductible compensation may be paid to executive officers when necessary for competitive reasons or to attract or retain a key executive, or where achieving maximum tax deductibility would be considered disadvantageous to our best interests. Our Senior Executive Incentive Plan is designed to comply with Section 162(m) of the Internal Revenue Code soimposes a $1 million limit on the amount that annual bonusesa publicly traded corporation may deduct for compensation paid to each of the company’s principal executive officer, its principal financial officer and the company’s three next most highly compensated executives (“covered employees”). The Tax Reform and Jobs Act of 2017 (the “Act”) eliminates the ability of companies to rely on the “performance-based“ compensation exception under these plans, ifSection 162(m) and extends the application of Section 162(m) to compensation payable to any person who was a covered employee at any time after 2016 (including compensation payable after termination of employment). As a result, beginning in 2018, we were no longer able to take a deduction for any compensation paid to our named executive officers in excess of $1 million unless the compensation originally qualified for the “performance-based” compensation exception and the compensation qualifies for transition relief applicable to certain arrangements in place on November 2, 2017. It is expected that the application of the transition rule will be eligibleof limited future value with respect to the preservation of deductions for deduction by us. See “-Senior Executive Incentive Plan.”
Stock Ownership Requirements
compensation payable to covered employees in excess of the Section 162(m) limits.

In general, our philosophy is to seek to preserve the tax deductibility of executive compensation only to the extent practicable and consistent with our overall compensation philosophies. We do not make compensation determinations based on the accounting or tax treatment of any particular type of award.

STOCK OWNERSHIP REQUIREMENTS
The Compensation Committee believes it is important for the named executive officers to align their objectives with the Company and have a policy regardingfinancial stake in generating value for the Company and, accordingly, approved the following Stock Ownership Guidelines for the named executive officers and non-employee directors in February 2018:

NAMED EXECUTIVE OFFICER OR DIRECTOROWNERSHIP GUIDELINE

Chief Executive Officer

6X Base Salary

Other Named Executive Officers

5X Base Salary

Non-employee Directors

5X Annual Fee Retainer

The named executive officers and non-employee directors have five years to achieve minimum stock ownership.ownership level. The Compensation Committee monitors achievement towards the guidelines annually and evaluates, where necessary, consequences for not meeting the guidelines.

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CHIEF EXECUTIVE OFFICER’S COMPENSATION
The objectives of our Chief Executive Officer compensation are typically approved annually by the HRC. These objectives are revisited each year. Due to Mr. Loveman’s resignation as Chief Executive Officer andCompensation Committee. Mr. Frissora’s assumption of duties, no formalcompensation objectives for 2018 were approved for 2015. However,by the HRC reviewed Mr. Frissora’s performanceCompensation Committee in making a recommendation to the 162(m) Committee for the bonuses paid under the Senior Executive Incentive Plan.


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February 2018.

The HRC'sCompensation Committee’s assessment of the Chief Executive Officer'sOfficer’s performance is generally based on a subjective or objective review (as applicable) of performance against these objectives. Specific weights may be assigned to particular objectives at the discretion of the HRC,Compensation Committee, and those weightings, or more focused objectives, are communicated to the Chief Executive Officer at the time the goals are set.

As Chief Executive Officer, Mr. Frissora'sFrissora’s base salary was determined based on his performance, his responsibilities, and the compensation levels for comparable positions in other companies in the hospitality, gaming, entertainment, restaurant and retail industries. Merit increases in his salary are a subjective determination made by the HRC,Compensation Committee, which bases its decision upon his prior year'syear’s performance versus his objectives, as well as upon an analysis of competitive salaries. Although base salary increases are subjective, the HRC reviewsCompensation Committee reviewed Mr. Frissora'sFrissora’s base salary against peer groups, his roles and responsibilities within the Company, his contribution to our success, and his individual performance against his stated objective criteria.

Mr. Frissora'sFrissora’s salary, bonus and equity awards differdiffered from those of our other named executive officers in order to (a) keep Mr. Frissora'sFrissora’s compensation in line with Chief Executive Officerschief executive officers of other hospitality, gaming, hotelentertainment, restaurant and lodging companies, as well as other consumer-orientedretail companies, (b) compensate him for the role as the leader and public face of our Company and (c) compensate him for attracting and retaining our senior executive team.

Personal Benefits and Perquisites

PERSONAL BENEFITS AND PERQUISITES
We provided the Company aircraft for Mr. Loveman’s and Mr. Frissora’s personal use of Company aircraft at certain times during 2015. Lodging2018, and certainour other expenses were incurred by Mr. Lovemannamed executive officers may use Company aircraft for use during his Las Vegas-based residence. We also provided security for Mr. Loveman and his family.

personal purposes at their own personal expense. These perquisites are more fully described in the “Summary Compensation Table.”
Our use of perquisites as an element of compensation is limited. We do not view perquisites as a significant element of our comprehensive compensation structure, but we do believe that they can be used in conjunction with base salary to attract, motivate and retain individuals in a competitive environment.

Under our group life insurance program, senior executives, including the named executive officers, are eligible for an employer providedemployer-provided life insurance benefit equal to three times their base annual salary, with a maximum benefit of $5.0 million. Mr. Loveman was provided with a life insurance benefit of $3.5 million under our group life insurance program and additional life insurance policies with a benefit of $5.5 million. In addition, to group long termlong-term disability benefits which are available to all benefits eligible employees, Mr. Loveman and Mr. Jenkin are covered under a Company-paid individual long-term disability insurance policy paying an additional $5,000 monthly benefit. Messrs. Frissora, Donovan, Hession and Shaukat were not employed with the Company at the time this policy was in effect and do not receive this benefit. Mr. Loveman also had an individual long-term disability insurance policy with a $5 million paid benefit.benefits-eligible employees. Under our group short-term disability insurance program, senior executives, including the named executive officers, are eligible for an employer providedemployer-provided Company-paid short-term disability policy with a maximum $5,000 weekly benefit.

OTHER BENEFITS

Other Benefits
During 2015,2018, all of our named executive officers were eligible to participate in our health and welfare benefit plans, includingas well as the Caesars Savings and Retirement Plan (the “S&RP”“401(k) Plan”).
Deferred Compensation Plans
Certain

DEFERRED COMPENSATION PLANS
As of December 31, 2018, certain named executive officers have balances in two of the five deferred compensation plans, each of which have been frozen and no longer provide for voluntary deferrals by active employees. TheseThe five deferred compensation plans are (1) the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan or ESSP and(“ESSP”), (2) the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II or (“ESSP II, which was implementedII”), (3) the Park Place Entertainment Corporation Executive Deferred Compensation Plan, (4) the Harrah’s Entertainment, Inc. Deferred Compensation Plan, and (5) the Harrah’s Entertainment, Inc. Executive Deferred Compensation Plan (“EDCP”). These plans allowed certain employees an opportunity to save for retirement and other purposes. In addition, in 2005December 2018, we adopted the Caesars Entertainment Corporation Executive Supplemental Savings Plan III (“ESSP III”), effective January 1, 2019. This plan allows certain employees an opportunity to save for retirement and structured to comply withother purposes. Mr. Jenkin has a balance in the American Jobs Creation Act of 2004. Deferrals toEDCP, and Mr. Hession has a balance in the ESSP II were frozen as of January 1, 2015 and deferrals to the ESSP were discontinued upon the adoption of the ESSP II in December 2004. Certain of ourII. The other named executive officers may alsodo not have balancesa balance in certain otherany of the deferred compensation plans attributable to CEOC, as described in further detail inplans. See Note 1716 to the consolidated financial statements included in our 20152018 Annual Report.Report for further detail.

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COMPENSATION COMMITTEE REPORT OF THE HUMAN RESOURCES COMMITTEE

To the Board of Directors of Caesars Entertainment Corporation:

Our

The role of the Compensation Committee is to assist the Board of Directors in its oversight of the Company’s executive compensation, including approval and evaluation of director and officer compensation plans, programs and policies and administration of the Company’s bonus and other incentive compensation plans.

We have reviewed and discussed with management the Compensation Discussion and Analysis.

Analysis included in this proxy statement.

Based on thethis review and discussion, referred to above, we recommend to the Board of Directors that the Compensation Discussion and Analysis referred to above be included in this proxy statement and in the Company’s 20152018 annual report on Form 10-K for the year ended December 31, 2018 (the “2018 Annual Report.

Report”).

Denise Clark
Chair
Kelvin Davis
Marc RowanCourtney Mather
Lynn SwannRichard Schifter

The above Compensation Committee Report of the Human Resources Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act, of 1934, except to the extent the Company specifically incorporates this Report by reference therein.

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Summary Compensation Table
SUMMARY COMPENSATION TABLE

The Summary Compensation Table below sets forth certain compensation information for our Chief Executive Officer, our former Chief Executive Officer, and current executive Chairman, our Chief Financial Officer, and an additional four of our three additional most highly compensated executive officers during 2015 (our named2018, which includes Mr. Morse, who resigned in November 2018, and an additional three of our most highly compensated executive officers)officers during 2018 (collectively, our “named executive officers”).

(a)
Name and Principal
Position
 
(b)
Year
 
(c)
Salary
($)
 
(d)
Bonus (2)
($)
 
(e)
Stock
Awards (1)
($)
 
(f)
Option
Awards (1)
($)
 
(g)
Non-Equity
Incentive Plan
Compensation (3)
($)
 
(h)
Change in
Pension Value
and
Nonqualified-
Deferred
Compensation
Earnings (4)
($)
 
(i)
All Other
Compensation (5)
($)
 
(j)
Total
($)
Mark Frissora, 2015 $1,599,231
 $—
 $2,302,000
 $5,012,000
 $3,645,025
 $—
 $254,574
 $12,812,830
President and Chief Executive Officer                  
                  
Gary Loveman, 2015 1,900,000
 —
 —
 —
 4,062,500
 —
 1,655,742
 7,618,242
Chairman of the Board2014 1,900,000
 —
 20,799,680
 6,025,403
 2,437,500
 —
 1,488,158
 32,650,741
 2013 1,900,000
 —
 1,409,963
 659,256
 2,166,000
 —
 1,486,324
 7,621,543
Eric Hession, 2015 696,706
 —
 1,859,956
 89,250
 787,500
 —
 16,663
 3,450,075
Executive Vice President, Chief Financial Officer (6)
 
 

 
 
 
 

 
 
 

 
 

 
 
 
 

 
 
 

Thomas Jenkin, 2015 1,200,000
 —
 1,327,061
 170,136
 1,350,000
 —
 43,768
 4,090,965
Global President of Destination Markets2014 1,200,000
 —
 1,712,480
 903,742
 525,000
 —
 32,598
 4,373,820
2013 1,200,000
 —
 770,625
 223,055
 675,000
 —
 33,427
 2,902,107
Tariq Shaukat, 2015 700,000
 —
 3,359,951
 89,250
 787,500
 —
 18,112
 4,954,813
Executive Vice President and Chief Commercial Officer2014 700,000
 —
 1,405,975
 658,982
 475,000
 —
 18,262
 3,258,219

 

 
 
 
 

 
 
 

Timothy Donovan, 2015 700,000
 100,000
 2,046,892
 82,705
 787,500
 —
 30,948
 3,748,045
Executive Vice President, General Counsel and Chief Regulatory and Compliance Officer 2014 700,000
 100,000
 1,094,780
 527,190
 500,000
 —
 26,039
 2,948,009
 2013 700,000
 100,000
 417,425
 120,825
 399,000
 —
 32,698
 1,769,948
____________________

(A)
NAME AND PRINCIPAL
POSITION		 (B)
YEAR		 (C)
SALARY
($)		 (D)
BONUS(1)
($)		 (E)
STOCK
AWARDS(2)
($)		 (F)
OPTION
AWARDS(2)
($)		 (G)
NON-EQUITY
INCENTIVE PLAN
COMPENSATION(3)
($)		 (H)
CHANGE IN
PENSION
VALUE AND
NONQUALIFIED-
DEFERRED
COMPENSATION
EARNINGS
($)		 (I)
ALL OTHER
COMPENSATION(4)
($)		   (J)
TOTAL
($)
Mark Frissora
Former President and
Chief Executive Officer(5) 		20182,000,0002,330,0004,666,680(6) —3,840,000—332,72913,169,409
20172,000,000330,00016,500,006400,0004,494,000—224,18723,948,193
20161,976,923—2,565,001—4,756,771—212,2379,510,932
Eric Hession
Executive Vice President,
Chief Financial Officer		2018735,438942,706933,336(7) —610,000—28,1323,249,612
2017721,54196,2483,329,65127,025779,037—23,9944,977,496
2016703,990—1,233,440—791,889—21,6582,750,977
Thomas Jenkin
Global President of
Destination Markets		20181,260,7501,454,1661,266,667(8) —927,740427,37329,8425,366,538
20171,236,927164,9995,073,754131,2601,091,897370,02027,4388,096,295
20161,206,841—1,859,630—1,357,596320,36445,2504,789,681
Robert Morse
Former
President of
Hospitality		2018848,3911,078,645700,002(9) ———90,345(12)2,717,383
2017876,157116,8743,593,907—773,428—21,5775,381,943
2016854,845—1,393,751—881,459—35,6823,165,737
Timothy Donovan
Executive Vice President,
General Counsel and
Chief Legal, Risk and
Security Officer		2018838,0411,338,669866,679(10) —610,000—31,9463,685,335
2017721,54196,2482,959,69375,757579,037—24,1354,456,411
2016703,990100,0001,351,484—659,891—33,3042,848,669

Les Ottolenghi
Executive Vice
President & Chief
Information Officer		2018563,750621,458666,673(11) —355,015—30,1152,237,011

(1)
AmountsIn 2018, reflects the cash portion of the 2017 Annual Grant Award under the 2012 PIP that vested on March 10, 2018 and the 2016 Annual Grant Award under the 2012 PIP that vested on March 23, 2018 for Messrs. Frissora, Hession, Jenkin, Morse, Donovan, and Ottolenghi. 2018 reflects discretionary bonuses awarded to Mr. Donovan in addition to the cash awards noted previously. 2016 reflects discretionary bonuses awarded to Mr. Donovan. The bonuses in this column are separate from the bonuses under column (g) for Non-Equity Incentive Plan Compensation.
(2)

Amounts in these columns reflect the grant date fair value of stock awards and option awards granted during the applicable year and were determined as required by Accounting Standards Codification ("ASC"(“ASC”) Topic 718. Assumptions used in the calculations of these amounts are set forth in Note 1816 to the consolidated financial statements included in our 2015 Annual Report.2018 Financial Statements. With respect to fiscal 2018, the PSUs “Performance Stock Units” granted to our NEOs represents the aggregate grant date tranche one fair value using the closing price of our common stock on the grant date, or the service inception date where a grant date has not yet been established, with the PSU being valued at target. The actual vesting of the PSUs will be between zero and 200% of the target number of PSUs.

Performance-based options are valued using a Monte Carlo simulation option pricing model. This model approach provides a probable outcome fair value for these types of awards.
In December 2013, the HRC approved a change to the $57.41 performance options vesting that applied to all relevant outstanding performance options and required no action from the option holder. The vesting for the outstanding $57.41 performance options was revised to vest 50% of options on March 15, 2014 and 50% of options on March 15, 2015. If the Company's 30-day trailing average stock price equals or exceeds $57.41 per share prior to the revised vesting dates, the outstanding $57.41 performance options will vest immediately. There was no incremental fair value associated with this modification under FASB ASC 718 and thus there is no reportable compensation from this modification.
Performance-based options for 2017 and 2016 were valued using a Monte Carlo simulation option pricing model. This model approach provided a probable outcome fair value for these types of awards. 2018 performance-based units valuation is based upon the market price of our common stock at the December 31, 2018 reporting date.
(2)
Reflects discretionary cash bonusesIn March 2017, the Prior Compensation Committee approved the modification of stock option awards, allowing for the repricing of vested and unvested options for all active employees (subject to Mr. Donovan.certain exceptions). All options that were “out of the money” as of March 14, 2017, were repriced with a strike price of $9.45 (closing price of the Company’s common stock as of March 14, 2017), with all other vesting terms remaining unchanged.
There was an incremental fair value associated with this modification under FASB ASC 718, and thus there is reportable compensation from this modification, which is included within the 2017 “Stock Awards” amount.

(3)2019 PROXY STATEMENT
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EXECUTIVE COMPENSATION MATTERS

(3)

Messrs. Frissora, Loveman, Hession, Jenkin, ShaukatDonovan and DonovanOttolenghi received 20152018 bonuses pursuant to the Senior Executive Incentive Plan in the amounts of $3,645,025, $4,062,500, $787,500, $1,350,000, $787,500,$3,840,000, $610,000, $927,740, $610,000 and $787,500,$355,015, respectively. Messrs. Loveman, Jenkin, Shaukat, and Donovan received 2014 bonuses pursuant to the Senior Executive Incentive Plan in the amounts of $2,437,500, $525,000, $475,000 and $500,000, respectively. Messrs. Loveman, Jenkin, and Donovan received 2013 bonuses pursuant to the Senior Executive Incentive Plan.

(4)
This table excludes earnings of $277,371 earned by Mr. Jenkin from his participation in deferred compensation plans with liabilities attributable to CEOC.

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(5)

All Other Compensation includes perquisites and personal benefits, which may include executive security, personal aircraft usage, companylegal fee reimbursements, financial planning and Company lodging, and includes other compensation, which may include items such as health, life and disability insurance, financial planning, and tax reimbursements based on taxable earnings for companyCompany lodging and on premiums paid for life and disability insurance.

The table below details the amount of (i) the 401(k) employer match, (ii) the value of life and disability insurance premiums paid by the Company for coverage in excess of the nondiscriminatory group insurance generally available to all salaried employees and (iii) any other perquisites to the extent that the amount of any individual item exceeds the greater of $25,000 or 10% of the executive’s total perquisites:

The table below details the amount of (i) tax gross-up payments and 401K employer match; (ii) the value of life and disability insurance premiums paid by the Company for coverage in excess of the nondiscriminatory group insurance generally available to all salaried employees; and (iii) any other perquisites to the extent that the amount of any individual item exceeds the greater of $25,000 or 10% of the executive's total perquisites:
  2015
Name 
401K Employer Match
($)
 Cost of Life and Disability Insurance ($) Executive
Security
($)		 Allocated
amount for
aircraft usage
($)		 Relocation($) Tax Reimbursements ($)
Mark Frissora $600
 $—
 $—
 $74,607
 $127,743
 $—
Gary Loveman 600
 75,960
 273,389
 1,241,474
 —
 13,875
Eric Hession 600
 —
 —
 —
 —
 —
Thomas Jenkin 600
 2,211
 —
 —
 —
 —
Tariq Shaukat 600
 —
 —
 —
 —
 —
Timothy Donovan 600
 —
 —
 —
 —
 —
We have provided Mr. Loveman with executive security protection. See “Compensation Discussion and Analysis-Elements of Compensation-Personal Benefits and Perquisites” for additional information. For security reasons, Mr. Loveman uses private aircraft for personal and business travel. The amount allocated to Mr. Loveman for personal and/or commuting aircraft usage is calculated based on the incremental cost to us of fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs, and other miscellaneous variable costs. Since our aircraft are used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots' salaries, depreciation of the purchase costs of our aircraft, and the cost of maintenance not specifically related to trips.   Commuting aircraft usage during 2015 for Mr. Loveman consisted of approximately $840,000 of the amount reflected above. In addition, because we provide usage of our aircraft to customers, we sometimes provide a private charter service to Mr. Loveman when our aircraft are not available. As a result, the compensation associated with Mr. Loveman’s aircraft usage includes the costs of such private charters, which are significantly higher than the costs of our aircraft. We believe our customers prefer using our aircraft over private charters and generally prioritize use of our aircraft accordingly. If Mr. Loveman had not been required to use the charter service during 2015, his compensation associated with aircraft usage would have been approximately one-half of what is reflected above.

 2018
       NAME   401(K)
EMPLOYER
MATCH
($)		   COST OF LIFE
AND DISABILITY
INSURANCE
($)		   ALLOCATED
AMOUNT FOR
AIRCRAFT USAGE
($)		   LEGAL FEE
REIMBURSEMENTS
($)
 Mark Frissora4,625—200,000102,808
 Eric Hession4,625———
 Thomas Jenkin2,775———
 Robert Morse4,625———
 Timothy Donovan3,469———
 Les Ottolenghi4,625———

Mr. Frissora is allocated up to $200,000 for per fiscal year for personal use of Company aircraft, which is calculated based on the incremental cost to us of fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs and other miscellaneous variable costs. Since our aircraft are used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots’ salaries, depreciation of the purchase costs of our aircraft and the cost of maintenance not specifically related to trips. The other named executive officers may also access Company aircraft for personal purposes at their own personal expense.

(6)
(5)

The amount reported under “Stock Awards” for Mr. Frissora excludes the aggregate converted fair value of the 272,976 CAC RSUs awarded to Mr. Frissora in June 2016 pursuant to the terms of the CAC 2014 Performance Incentive Plan (“CAC 2014 PIP”), since such award was made in respect of Mr. Frissora’s services to CAC (and not in respect of services to us or any of our subsidiaries). Such award was converted into the Company’s RSU’s in October 2017 pursuant to the merger with CAC, as set forth in Note 1 to the consolidated financial statements included in our 2017 Financial Statements. The $3,277,108 fair value of these RSU’s (as of October 6, 2017) are excluded from Mr. Frissora’s 2017 “Stock Awards.”

(6)

The value of the PSUs awarded to Mr. Frissora on the date of grant assuming the highest level of performance conditions will be achieved is $7,000,020, which is based on the maximum vesting of 648,150 PSUs multiplied by the closing price of our common stock on the date of grant of $10.80. This maximum is inclusive of all three PSU tranches.

(7)

The value of the PSUs awarded to Mr. Hession was appointed Executive Vice President and Chief Financial Officeron the date of grant assuming the highest level of performance conditions will be achieved is $1,400,004, which is based on the maximum vesting of 129,630 PSUs multiplied by the closing price of our common stock on the date of grant of $10.80. This maximum is inclusive of all three PSU tranches.

(8)

The value of the PSUs awarded to Mr. Jenkin on the date of grant assuming the highest level of performance conditions will be achieved is $1,900,001, which is based on the maximum vesting of 175,926 PSUs multiplied by the closing price of our common stock on the date of grant of $10.80. This maximum is inclusive of all three PSU tranches.

(9)

Mr. Morse forfeited all RSU and PSU awards upon termination with the Company during November 2018.

(10)

The value of the PSUs awarded to Mr. Donovan on January 1, 2015.the date of grant assuming the highest level of performance conditions will be achieved is $1,300,018, which is based on the maximum vesting of 120,372 PSUs multiplied by the closing price of our common stock on the date of grant of $10.80. This maximum is inclusive of all three PSU tranches.

(11)

The value of the PSUs awarded to Mr. Ottolenghi on the date of grant assuming the highest level of performance conditions will be achieved is $1,005,015, which is based on the maximum vesting of 92,594 PSUs multiplied by the closing price of our common stock on the date of grant of $10.80. This maximum is inclusive of all three PSU tranches.

(12)

Includes $65,769 of severance payments made in connection with Mr. Morse’s November 2018 termination.


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DiscussionTable of the Summary Compensation TableContents

Each of our named executive officers has

EXECUTIVE COMPENSATION MATTERS

DISCUSSION OF THE SUMMARY COMPENSATION TABLE

We have entered into employment agreements with us that relateeach of our named executive officers. We believe employment agreements are critical to enhancing and solidifying our relationships with these key executives. The agreements provide the executives with certainty as to compensation and benefits, thatincluding in the event of a termination of employment, and allow our executives to focus on growing the value of the Company. The agreements are also designed to protect the interests of the Company and its shareholders, including through the use of restrictive covenants. Some of the named executive officers receive upon termination.


Chief Executive Officer. Mr. Loveman entered into an employment agreement to serve as Chief Executive Officer and President effective on December 21, 2014. The term of the agreement expires on December 31, 2016, but may be terminated earlier by the Company with or without “Cause” (as definedalso hold LTI award agreements that require payments in the agreement), by Mr. Loveman withevent of certain terminations of employment or without “Good Reason” (as defined in the agreement), or due to Mr. Loveman’s death or disability. Mr. Loveman’s base salary for 2015 and 2016 is $1,900,000. Mr. Loveman participates in the Company’s Senior Executive Incentive Plan and is eligible to earn an annual bonusconnection with a target of $3,250,000change in accordance with the terms of the programs. control.

CHIEF EXECUTIVE OFFICER
The agreement also continues his participation in our deferred compensation plan, the ESSP II, and our health and welfare benefit plans, including the S&RP, and expanded the Company’s commitment to provide health and dental benefits to Mr. Loveman so that they also cover his spouse. In addition, the agreement entitles Mr. Loveman to an individual long-term disability policy with a $180,000 annual maximum benefit and an individual long term disability excess policy with an additional $540,000 annual maximum benefit, subject to insurability.


In connection with Mr. Loveman’s employment agreement, the HRC approved certain changes to Mr. Loveman’s equity awards that were granted under the 2012 Plan or the Company’s Management Equity Incentive Plan (the “CEC Equity Plans”). First, all of Mr. Loveman’s options granted under the CEC Equity Plans that included as a vesting condition, the achievement of a $35.00 stock-price target (the “Performance Options”), vest in two equal installments, on March 31 of each of 2015 and 2016, subject to Mr. Loveman’s continued employment on each such date. Second, as long as Mr. Loveman remains employed through December 31, 2016, he will continue to have the opportunity to vest in any awards that were granted under the CEC Equity Plans that have not yet vested as of such date. Last, if the agreement is terminated by CEC without Cause or if Mr. Loveman terminates the agreement for Good Reason, then (i) the Performance Options vest on March 31 of each of 2015 and 2016, and (ii) all other equity awards that were granted under the CEC Equity Plans will fully vest.

Pursuant to his employment agreement, Mr. Loveman was awarded (i) an option to purchase 675,000 shares of CAC Class A common stock (the “New CAC Options”), and (ii) 375,000 restricted stock units, each representing the right to receive one share of CAC Class A common stock upon vesting of the award (“New CAC RSUs”). The exercise price for the New CAC Options was the closing price of a share of CAC class A common stock on NASDAQ on the date of grant. The New CAC Options have a ten year term. Both the New CAC Options and the New CAC RSUs vest in equal increments on each December 31 of 2015 and 2016, generally subject to Mr. Loveman’s continued provision of consulting services to CAC on such dates, which the employment agreement requires at all times while Mr. Loveman is employed pursuant to its terms. The employment agreement provides that if it is terminated by CEC without Cause or if Mr. Loveman terminates the agreement for Good Reason, then the New CAC Options and New CAC RSUs vest on December 31 of each of 2015 and 2016.

Mr. Loveman is also entitled to life insurance with a death benefit of at least three times his base annual salary. The agreement also requires Mr. Loveman, for security purposes, to use our aircraft, or other private aircraft, for himself and his family for business and personal travel. The agreement also provides that Mr. Loveman will be provided with accommodations while performing his duties in Las Vegas, and we will also pay Mr. Loveman a gross-up payment for any taxes incurred for such accommodations. Our Board can terminate the employment agreement with or without cause, and Mr. Loveman can resign, at any time. Mr. Loveman’s employment agreement also provides for certain severance benefits discussed below under "-Potential Payments Upon Termination or Change of Control."
On February 4, 2015, CEC’s Board of Directors appointed Mark Frissora to the role of Chief Executive Officer Designate of CEC, effective February 5, 2015, and to succeed Mr. Loveman in the role of Chief Executive Officer and President of CEC, effective July 1, 2015. CECCompany and Caesars Enterprise Services, LLC (“CES”) entered into an employment agreement with Mr.Mark Frissora on February 5, 2015. The2015, which has an initial four-year term of the agreement is four years beginning on February 5, 2015, and which automatically renewsrenewed for successive one-year terms thereafter, absent 60 days’ notice by CECus or Mr. Frissora not to renew. Pursuant to the terms of the that agreement, Mr. Frissora was appointed to the role of Chief Executive Officer and President of the Company and CES effective as of July 1, 2015. As described elsewhere in this proxy statement, Mr. Frissora’s annualemployment with us terminated April 30, 2019.

The employment agreement provided that Mr. Frissora was entitled to a base salary, will be $1,800,000, and he will participateparticipation in CEC’sour Senior Executive Incentive Plan with(increased in 2018 to a target level of 150% of200% to align his base salary. Mr. Frissora is entitled tocompensation with peer group companies), and certain perquisites, including (i) the use of corporateour aircraft (up to a maximum value of $200,000 per fiscal year), and (ii) certain relocation benefits (including up to six months of temporary housing, reimbursements of costs incurred in connection with locating a suitable residence in Las Vegas for purchase, and gross-up for any taxes that may apply to such relocation benefits).

Upon a termination of

The agreement provided that if Mr. Frissora’s employment was terminated by the employment agreement by CECCompany without “cause,“Cause,” by Mr. Frissora for “good reason”“Good Reason” (as such terms are defined in the employment agreement), or due to CEC’s non-renewalthe Company’s nonrenewal of its term upon any expiration date, CEC will (i) pay Mr. Frissora cash severance equalwas entitled to two times his base salary plus one times his target bonus paid in installments over 24 months, (ii) pay him a bonus for the year of termination of employment, based on actual full-year performance, pro-rated to reflect


37

service through date of termination, paid when bonuses are payable generally to active employees; and (iii) continue his benefits coverage for 24 months. In addition, upon any such termination within the (i) six month period prior to a change in control or (ii) 12 month period following a change in control, CEC will (a) payreceive:

●Accrued and unpaid base salary
●Unreimbursed business expenses
●Amounts or benefits due under benefit and equity plans in accordance with the terms thereof
●Cash severance equal to two times his base salary plus one times his target bonus paid in installments over 24 months
●A bonus for the year of termination of employment, based on actual full-year performance, prorated to reflect service through the date of termination, paid when bonuses are payable generally to active employees
●Continued payment of costs related to certain health and welfare benefits for coverage for 24 months

The agreement also provided that Mr. Frissora severance equal to two and a half times the sum of his base salary plus target bonus, paid in a lump sum (unless otherwise provided by the employment agreement); (b) pay him a bonus for the year of termination of employment, based on actual full-year performance, pro-rated to reflect service through date of termination, paid when bonuses are payable generally to active employees; and (c) continue his benefits coverage for 30 months.

Mr. Frissora has agreed not to,was prohibited, during the 24 month24-month period following the termination of his employment from: (i) competecompeting with CECus or itsour affiliates and (ii) solicitsoliciting or hirehiring certain employees of CECthe Company and its affiliates, and (iii) solicit customers or clients of CEC and itsour affiliates. In addition, Mr. Frissora is subject to ongoing confidentiality obligations with respect to CEC’sCompany matters.
In addition, on February

On July 5, 2015,2016, to account for the fact that Mr. Frissora would provide strategic advisory consulting services to CAC, Mr. Frissora’s agreement was awarded (i) an optionamended: (a) to purchase 1,000,000 shares of CEC common stock (the “Option”) and (ii) 200,000 restricted stock units (“RSU”), where each RSU representsreduce the right to receive one share of CEC common stock upon vesting. The Option and the RSUs are granted under the Caesars Entertainment Corporation 2012 Performance Incentive Plan. The exercise price for the Option is equal to the closingtarget price of one share of CEC common stock onMr. Frissora’s options, and (b) to provide that, if Mr. Frissora’s employment was terminated by the Nasdaq Stock Market on the date of grant.

Of the 1,000,000 shares subjectCompany without Cause, by Mr. Frissora for Good Reason or due to the Option, 400,000 shares vest and become exercisablehis death or disability (a “qualifying termination”) other than in equal annual installments of 25% over a four-year period, 200,000 vest based on the achievement of a $30.00 stock-price target, and 400,000 vest based on the achievement of certain EBITDA goals. The RSUs vest in equal annual installments of 25% over a four-year period. Uponconnection with a change in control, or within the six month periodMr. Frissora would be entitled to one year of additional vesting in respect of certain of his equity awards. On March 8, 2017, Mr. Frissora’s employment agreement was further amended to provide that, if his employment was terminated in a qualifying termination, in each case prior to a change in control, ifthe second anniversary of the closing of our restructuring, (i) all of his service-based outstanding LTI awards will immediately vest, (ii) any of his outstanding stock options will remain exercisable until at least the second anniversary of such termination, but not beyond the original term of the option, and (iii) any outstanding performance-based LTI awards will vest based upon actual performance through the end of the applicable performance period.

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On November 1, 2018, Mr. Frissora is terminated by CEC other than for cause (including death or disability) or by Mr. Frissora for good reasonand the RSUs immediately vest and are settled. If Mr. Frissora is terminated by CEC other than for cause (including death or disability) or by Mr. Frissora for good reason within the (i) six month period prior to a change in control or (ii) 12 month period following a change in control the Option immediately vests.

In connection with the transition from Mr. Loveman to Mr. Frissora, on February 4, 2015, weCompany entered into a letter agreementSeparation Agreement, which was amended on December 21, 2018 (as amended, the “Frissora Separation Agreement”). The Frissora Separation Agreement, together with Mr. Loveman. The letterFrissora’s employment agreement, provides that, if at any time afteras amended, govern the dateterms of his departure from the Company. Under the terms of the letter agreementFrissora Separation Agreement, Mr. Frissora resigned from the Company’s Board of Directors and prior to December 31, 2016, Mr. Loveman ceases to be the Chief Executive Officer and Presidentas an officer of the Company, Mr. Loveman may resign all of his positions with the Company and its related entities (subjectsubsidiaries on April 30, 2019 (the “Termination Date”). Such termination was treated as a termination of Mr. Frissora’s employment without “Cause” under his employment agreement for all purposes.

Pursuant to notice requirements). Upon any suchthe Frissora Separation Agreement, Mr. Frissora continues to be bound by (and he acknowledged and agreed to comply with) the covenants of non-solicitation, non-competition, non-disparagement, confidentiality and cooperation set forth in his employment agreement. Mr. Frissora further agreed to a consulting arrangement for a six-month period following the Termination Date, which would have provided for monthly payments of $83,333 and was terminable by either party upon 30 days’ notice. The consulting period was terminated on March 29, 2019, prior to it taking effect.

Mr. Frissora received the following promptly after the Termination Date (except as otherwise indicated): (i) accrued and unpaid salary for periods worked; (ii) reimbursement for unreimbursed expenses; and (iii) all benefits accrued and vested as of the Termination Date. In addition, subject to Mr. Frissora signing a release and waiver of claims, the Company will pay or provide Mr. Frissora the following separation from service,payments and benefits: (v) cash severance of $8 million, payable over twenty-four months; (w) a prorated bonus for 2019 (payable in 2020); (x) a subsidy for continued health, disability and life insurance coverage; (y) vesting of all unvested equity and cash awards under the Company’s LTI plans (with vesting of performance-based restricted stock units and options remaining subject to achievement of applicable targets and options generally exercisable for two years after vesting); and (z) up to $75,000 reimbursement for legal fees. In addition, Mr. LovemanFrissora is entitled to receive reimbursement of legal fees in connection with the compensationamendment to the Separation Agreement. Generally, the foregoing severance amounts and benefits are consistent with those to which Mr. Frissora was entitled under his Employment Agreementemployment agreement.

Mr. Frissora received an equity grant for the 2019 compensation year with a target value of $7,000,000, which vested on the Termination Date and was prorated and will be settled as if he had been terminated without cause or left for good reason.

follows: (i) any tranches of the award that are payable based on performance will remain outstanding until the applicable performance is determined and any amount payable to Mr. Frissora will be prorated based on the number of days in 2019 that have elapsed through the Termination Date; and (ii) any portion of the award that is payable based on service will be prorated based on the number of days in 2019 that have elapsed through the Termination Date.

OTHER NAMED EXECUTIVE OFFICERS

Other Named Executive Officers. Term.We entered into employment agreements, which have been amended from time to time, with Mr. Hession (November 10, 2014), Mr. Jenkin (January 3, 2012), Mr. Morse (August 8, 2018), Mr. Donovan (April 2, 2009), and Mr. Ottolenghi (January 18, 2016) (collectively, the “Executive Employment Agreements”). Each of the Executive Employment Agreements provided for an initial four-year term (except for Mr. Morse’s employment agreement, with Thomas Jenkin on January 3, 2012 which superseded his original agreement from February 28, 2008. The agreement isprovided for a term of four years beginning on January 3, 2012 and isthree-year term). Thereafter, the agreements automatically renewedrenew for successive one yearone-year terms, unless either we or the executive delivers a written notice of nonrenewal at least six months prior to the end of the term. We entered into an employment agreement with Timothy(or, for Mr. Donovan on April 2, 2009. Mr. Donovan's agreement was for a term of four years beginning on April 2, 2009 and expiring on April 2, 2013, but was automatically renewed for a one year term and will continue to be renewed for successive one year terms unless either we or the executive delivers a written notice of nonrenewal at least 60 days prior to the end of the term. We entered into an employment agreement with Eric Hession on November 10, 2014. The agreement with Mr. Hession was for a term of four years beginning on November 10, 2014 and is automatically renewed for successive one year terms unless either we or the executive delivers a written notice of nonrenewal at least six months prior to the end of the term. We entered into an employment agreement with Tariq Shaukat on April 2, 2012. The agreement with Mr. Shaukat is for a term of four years beginning on April 2, 2012 and is automatically renewed for successive one year terms unless either we or the executive delivers a written notice of nonrenewal at least six monthssixty days) prior to the end of the term.

Pursuant

Each of the Executive Employment Agreements provides for payment of a base salary (which may be adjusted from time to time) and provisions relating to payments and benefits upon a termination of employment. The Executive Employment Agreements provide that, if the employment agreements, the executives received base salaries as follows: Mr. Jenkin, $1,200,000; Mr. Shaukat, $700,000; Mr. Donovan, $700,000; and Mr. Hession, $700,000. The HRC reviews base salaries on an annual basis with a view towards merit increases (but not decreases) in such salary. In addition, each executive participates in our annual incentive bonus program applicable to the executive's position and shall have the opportunity to earn an annual bonus based on the achievement of performance objectives.


During 2015, each of Messrs. Frissora, Jenkin, Hession, Shaukat and Donovan was entitled to participate in benefits and perquisites, group health insurance, long term disability benefits, life insurance, vacation, reimbursement of expenses, director and officer insurance and the ability to participate in our 401(k) plan. With respect to Mr. Jenkin, if (a) the executive attains age 50 and, when added to his number of years of continuous service with us, including any period of salary continuation, the sum of his age and years of service equals or exceeds 65, and at any time after the occurrence of both such events executive'sexecutive’s employment is terminated and his employment then terminates either (1) without cause or (2)“Cause,” by the executive for “Good Reason,” a termination due to non-renewal“Disability” (as such terms are defined in the respective Executive Employment Agreements), or upon our delivery of a nonrenewal notice, the executive shall be entitled to:

●for Messrs. Jenkin and Donovan only, accrued but unused vacation,
●unreimbursed business expenses,
●earned but unpaid base salary through the termination date,
●cash severance equal to one-and-a-half times his base salary payable in equal installments during the 18 months following such termination (in certain cases, offset by any long-term disability benefits and accompanied by continued benefits during any period of salary continuation),

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●for Messrs. Jenkin and Donovan only, a prorated bonus for the year in which the termination occurs based on certain conditions, and
●certain other benefits.

For Mr. Donovan only, in the event of a Qualifying Termination (as defined in Mr. Donovan’s Executive Employment Agreement and described below), in addition to the benefits described above, he will be entitled to: (i) immediate vesting of all of his outstanding awards under our LTI plans granted on or before December 31, 2017, (ii) reimbursement of up to $200,000 for a loss on the sale of his Las Vegas residence, (iii) an annualized fee of $500,000 for a one-year consulting agreement, and (iv) certain other benefits. For Mr. Morse, in the event of a termination of employment other than by the Company without Cause after October 6, 2019, all outstanding awards held by Mr. Morse would continue to vest and be settled in accordance with the terms of the applicable award agreement or (b) the


38

executive attains age 55 and, when added to his number of years of continuous serviceincentive plan.

In connection with us, including any period of salary continuation, the sum of his age and years of service equals or exceeds 65 and the executive'sour restructuring, amendments provide that if an executive’s employment is terminated other thanwithout Cause, due to his death or disability, or by him for cause, heGood Reason, in each case prior to the second anniversary of the closing of our restructuring:

●all of his outstanding awards under our LTI plans will immediately vest
●any of his outstanding stock options will remain exercisable until at least the second anniversary of such termination, but not beyond the original term of the option, and
●any performance-based LTI awards that vest, will vest based upon actual performance through the end of the applicable performance period.

Payment of any severance benefits is contingent upon the execution of a general release in favor of us and our affiliates.

Mr. Jenkin will be entitled to lifetime coverage under our group health insurance plan. Mr. Jenkinplan if his employment is terminated other than for Cause, provided he has met both of the criteria noted above.attained certain age and service requirements (which he has attained). Mr. Jenkin will be required to pay 20% of the premium for this coverage, and we will pay the remaining premium, which will be imputed as taxable income to the executive.Mr. Jenkin. This insurance coverage terminates if Mr. Jenkin competes with us.


Restrictive Covenants.The Executive Employment Agreements each include covenants to not compete, not to solicit and not to engage in communication in a manner that is detrimental to our business. The non-compete periods range from 6-18 months following termination of employment, and the non-solicitation provision applies for 18 months following termination of employment. The non-communication periods continue after termination for Messrs. Hession, Morse and Ottolenghi, and lasts for 18 months for Messrs. Jenkin and Donovan. A breach of the non-compete covenant will cause our obligations under their Executive Employment Agreements to terminate. In addition, the executives each have confidentiality obligations.

Morse Resignation.On April 8, 2016,November 26, 2018, Robert J. Morse resigned as President of Hospitality of the Company. Mr. Morse entered into a separation agreement pursuant to which, in exchange for a customary release of claims, we enteredwill pay Mr. Morse $1.425 million, payable over eighteen months from a separation date of November 26, 2018, in to an amendment tosatisfaction of all obligations under Mr. Shaukat’sMorse’s employment agreement. PursuantMr. Morse is bound by certain non-solicitation and non-competition covenants in favor of the Company for a period of eighteen months from the separation date.

Donovan Agreement.Mr. Donovan’s Executive Employment Agreement was amended on January 29, 2018 to provide for, among other things, payment of a supplemental bonus of $320,963. That amendment also adds benefits (described above) on a “Qualifying Termination,” which is defined to include Mr. Donovan’s (i) resignation (or giving written notice thereof) of his employment with CES for Good Reason (as defined in his Executive Employment Agreement, as modified by the amendment, and which includes Mr. Shaukat is entitledFrissora ceasing to certain benefits upon a voluntary termination that is effectivebe the President and CEO), (ii) resignation (or giving written notice thereof), for any or no reason, of his employment with CES on or after May 31, 2016January 1, 2020 on no less than 90 days’ notice, (iii) resignation (or giving written notice thereof) of his employment with CES on account of his retirement, or (iv) termination without Cause (as defined in his employment agreement, as modified by the amendment) (or giving written notice thereof) by CES or any affiliate thereof.

2019 PROXY STATEMENT47

Table of Contents

EXECUTIVE COMPENSATION MATTERS

Other Benefits.During 2018, each of Messrs. Frissora, Jenkin, Hession, Morse, Donovan and on or before December 31, 2016. See “- Potential Payments Upon Termination or a ChangeOttolenghi was entitled to participate in benefits and perquisites, group health insurance, long-term disability benefits, life insurance, vacation, reimbursement of Control.”



expenses, director and officer insurance, and the ability to participate in our 401(k) Plan. Mr. Frissora was entitled to use Company aircraft for business purposes, as well as up to $200,000 per fiscal year of travel for personal purposes. The other executives are permitted to use Company aircraft for business and personal purposes at their own personal expense.

Grants of Plan-Based Awards
2018 GRANTS OF PLAN-BASED AWARDS

The following table gives information regarding potential incentive compensation for 20152018 to our named executive officers named in the “Summary Compensation Table.” Non-Equity Incentive Plan payouts approved for 20152018 are included in the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table.”

    
Estimated Future Payouts
Under
Non-Equity Incentive Plan
Awards (1)
 
Stock
Awards:
Number of
Shares of Stocks or Units
(#)
 
Option
Awards:
Number of
Securities
Underlying
Options
(#)
 
Exercise or
Base Price of
Option
Awards
($/Sh)
 
Grant
Date Fair
Value of Stock and
Option
Awards
($) (2)
Name 
Grant
Date
 
Threshold
($)
 
Target
($)
 
Maximum
($)
 
Mark Frissora n/a 383,815
 2,398,846
 4,797,692
 —
 —
 —
 —
  2/5/2015
(3) 
—
 —
 —
 —
 400,000
 11.51
 1,860,000
  2/5/2015
(4) 
—
 —
 —
 —
 600,000
 11.51
 3,152,000
  2/5/2015
(3) 
—
 —
 —
 200,000
 —
 —
 2,302,000
Gary Loveman n/a 456,000
 2,850,000
 5,700,000
 —
 —
 —
 —
Eric Hession n/a 84,000
 525,000
 1,050,000
 —
 —
 —
 —
  5/29/2015
(5) 
—
 —
 —
 —
 26,250
 9.36
 89,250
  5/29/2015
(5) 
—
 —
 —
 91,875
 —
 —
 859,950
  1/7/2015
(6) 
—
 —
 —
 75,758
 —
 —
 1,000,006
Thomas Jenkin n/a 144,000
 900,000
 1,800,000
 —
 —
 —
 —
  5/29/2015
(5) 
—
 —
 —
 —
 50,040
 9.36
 170,136
  5/29/2015
(5) 
—
 —
 —
 141,780
 —
 —
 1,327,061
Tariq Shaukat n/a 84,000
 525,000
 1,050,000
 —
 —
 —
 —
  5/29/2015
(5) 
—
 —
 —
 —
 26,250
 9.36
 89,250
  5/29/2015
(5) 
—
 —
 —
 91,875
 —
 —
 859,950
  1/7/2015
(6) 
—
 —
 —
 189,394
 —
 —
 2,500,001
Timothy Donovan n/a 84,000
 525,000
 1,050,000
 —
 —
 —
 —
  5/29/2015
(5) 
—
 —
 —
 —
 24,325
 9.36
 82,705
  5/29/2015
(5) 
—
 —
 —
 85,138
 —
 —
 796,892
  1/7/2015
(6) 
—
 —
 —
 94,697
 —
 —
 1,250,000
____________________


ESTIMATED FUTURE PAYOUTS
UNDER NON-EQUITY INCENTIVE
PLAN AWARDS(1)		STOCK
AWARDS:
SHARES OF
STOCKS OR
UNITS
(#)		OPTION
AWARDS:
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS
(#)		EXERCISE
OR BASE
PRICE OF
OPTION
AWARDS
($/SH)		GRANT
DATE FAIR
VALUE OF
STOCK AND
OPTION
AWARDS(2)
($)
NAME  GRANT DATE  THRESHOLD
($)		  TARGET
($)		  MAXIMUM
($)		        
Mark FrissoraNA640,0004,000,0008,000,000————
        4/2/2018(3)———324,075—10.83,500,010
4/2/2018(4)———108,025—10.81,166,670
Eric HessionNA95,607597,5431,195,087————
4/2/2018(3)———64,815—10.8700,002
4/2/2018(4)———21,605—10.8233,334
Thomas JenkinNA151,290945,5621,891,125————
4/2/2018(3)———87,963—10.8950,000
4/2/2018(4)———29,321—10.8316,667
Robert MorseNA101,807636,2931,272,586————
4/2/2018(3)———64,815—10.8700,002
4/2/2018(4)—————10.8—
Timothy DonovanNA100,565628,5311,257,061————
4/2/2018(3)———60,186—10.8650,009
4/2/2018(4)———20,062—10.8216,670
Les OttolenghiNA57,503359,391718,782————
4/2/2018(3)———46,29710.8500,008
4/2/2018(4)———15,43310.8166,676

(1)
(1)

Represents potential threshold, target and maximum incentive compensation for 2015.2018. The threshold, target, and maximum payouts are calculated by applying the percentage payouts previously set by the 162(m) Plan Committee to each named executive officer'sofficer’s base salary. Actual target and maximum payouts are determined by Adjusted EBITDA performance and customer satisfaction results under our Bonus Plan, as the means by which the 162(m) committeeCompensation Committee exercises its negative discretion under the Senior Executive Incentive Plan, described more fully under the "-Compensation“—Compensation Discussion and Analysis - Analysis—Elements of Executive Compensation - and Benefits for 2018—Cash Incentive Payments - Payments—Senior Executive Incentive Plan and Annual Management Bonus Plan".

Plan.”

(2)

The figures in this column reflect the grant date fair value of stock awards and option awards granted during the year in accordance with ASC TopicASCTopic 718. Assumptions used in the calculations of these amounts are set forth in Note 1816 to the consolidated financial statements included in our 20152018 Annual Report.

(3)

Reflects CEC restricted stock units and options to purchase CEC common stockRSUs granted under the 2012 Plan that vest in equal annual installments2017 PIP as described under “—Compensation Discussion and Analysis—Elements of 25% over a four year period.

Executive Compensation and Benefits for 2018—Equity Awards and Cash Retention—Annual Awards Update.”

(4)

Reflects options to purchase CEC common stockPSUs granted under the 2012 Plan that vest as follows: 200,000 vest based on the achievement of a $30.00 stock-price target, and 400,000 vest based on the achievement of certain EBITDA goals.

(5)
Reflects options to purchase CEC common stock and CEC restricted stock units granted under the 2012 Plan2017 PIP as described under “ - “—Compensation Discussion and Analysis - Analysis—Elements of Executive Compensation - and Benefits for 2018—Equity Awards - and Cash Retention—Annual Awards.Awards Update.”


39


48
(6)
Reflects CEC restricted stock units granted under the 2012 Plan as described under “Compensation Discussion and Analysis - Elements of Compensation - Equity Awards - Retention Awards”

Table of Contents

EXECUTIVE COMPENSATION MATTERS

Outstanding Equity Awards at Fiscal Year-End
OUTSTANDING EQUITY AWARDS AT 2018 FISCAL YEAR-END

The following table shows the outstanding options to purchase CECour common stock and CEC restricted stock units, as well as (where noted) the outstanding awards to receive CAC Class A common stock,RSUs and PSUs held by each of our named executive officers as of December 31, 2015.2018. See “-Executive Compensation - “—Compensation Discussion and Analysis - Analysis—Elements of Executive Compensation -Equity Awards - Annual Awards” and “-Executive Compensation - Compensation Discussion and Analysis - Benefits for 2018—Equity Awards - Retention Awards”and Cash Retention” for more information.

  Option Awards Stock Awards
Name 
Number of
Securities
Underlying
Unexercised
Options 
Exercisable (#)
 
Number of
Securities
Underlying
Unexercised
Options 
Unexercisable (#)
 
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
 
Options
Exercise
Price  ($)
 
Options
Expiration
Date
 Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($)
Mark Frissora —
 400,000
(1) 
600,000
(2) 
11.51
 2/5/2025 200,000
(1) 
1,578,000
Gary Loveman 231,918
 —
 —
 14.35
 4/16/2022 —
  
  2,761,130
 677,496
(3) 
—
 8.22
 8/21/2022 —
  
  55,417
 55,417
(4) 
—
 13.70
 6/28/2023 51,459
(4) 
406,012
  —
 —
 —
 —
 NA TBD
(5) 
5,000,000
  46,444
 139,334
(6) 
—
 21.18
 5/7/2024 57,000
(6) 
449,730
  337,500
 337,500
(7) 
—
 9.84
 12/23/2024 187,500
(7) 
1,276,875
Eric Hession 10,458
 4,649
(8) 
3,486
(9) 
8.23
 7/25/2022 —
  
  18,035
 4,081
(3) 
1,705
(9) 
8.22
 8/21/2022 —
  
  1,562
 1,563
(4) 
—
 13.7
 6/28/2023 7,500
(4) 
59,175
  —
 —
 —
 —
 NA TBD
(5) 
166,667
  5,000
 15,000
(6) 
—
 21.18
 5/7/2024 9,168
(6) 
72,336
  —
 —
 —
 —
 NA 75,758
(10) 
597,731
  —
 26,250
(11) 
—
 9.36
 5/29/2025 91,875
(11) 
724,894
Thomas Jenkin 298,023
 65,518
(3) 
35,947
(9) 
8.22
 8/21/2022 —
  
  18,750
 18,750
(4) 
—
 13.70
 6/28/2023 28,125
(4) 
221,906
  —
 —
 —
 —
 NA TBD
(5) 
233,333
  22,000
 66,000
(6) 
  21.18
 5/7/2024 27,000
(6) 
213,030
  —
 50,040
(11) 
—
 9.36
 5/29/2025 141,780
(11) 
1,118,644
Tariq Shaukat 43,686
 19,416
(12) 
14,562
(9) 
8.22
 5/2/2022 —
  
  13,672
 13,672
(4) 
—
 13.70
 6/28/2023 20,508
(4) 
161,808
  —
 —
 —
 —
 NA TBD
(5) 
233,333
  16,041
 48,126
(6) 
—
 21.18
 5/7/2024 19,688
(6) 
155,338
  —
 —
 —
 —
 NA 189,394
(10) 
1,494,319
  —
 26,250
(11) 
—
 9.36
 5/29/2025 91,875
(11) 
724,894
Timothy Donovan 53,039
 14,434
(3) 
9,737
(9) 
8.22
 8/21/2022 —
  
  10,156
 10,157
(4) 
—
 13.70
 6/28/2023 15,235
(4) 
120,204
  —
 —
 —
 —
 NA TBD
(5) 
166,667
  12,833
 38,501
(6) 
—
 21.18
 5/7/2024 15,750
(6) 
124,268
  —
 —
 —
 —
 NA 94,697
(10) 
747,159
  —
 24,325
(11) 
—
 9.36
 5/29/2025 85,138
(11) 
671,739
____________________

40

OPTION AWARDSSTOCK AWARDS
NAME  NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
EXERCISABLE
(#)		  NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
UNEXERCISABLE
(#)		  EQUITY
INCENTIVE
PLAN AWARDS:
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
UNEARNED
OPTIONS
(#)		  OPTIONS
DATE		  
OPTIONS
EXERCISE
PRICE
($)		  NUMBER
OF SHARES
OR UNITS
OF STOCK
THAT
HAVE NOT
VESTED
(#)		  MARKET
VALUE OF
SHARES
OR UNITS
OF STOCK
THAT
HAVE NOT
VESTED
($)
Mark Frissora         550,000              100,000(1)              350,000(2) 2/5/20259.4550,000(1) 339,500
NA    136,364(3) 925,912
NA966,798(4) 6,564,558
NA147,862(5) 1,003,983
NA324,075(6) 2,200,469
NA324,075(7) 2,200,469
Eric Hession15,107—3,486(8) 7/25/20228.23—
22,116—1,705(8) 8/21/20228.22—
3,125——6/28/20239.45—
———NA—39,774(3) 270,065
20,000——5/7/20249.45—
19,6876,563(9) —5/29/20259.3622,969(9) 155,960
———NA—195,097(4) 1,324,709
———NA—64,815(6) 440,094
———NA—64,815(7) 440,094
Thomas Jenkin363,541—35,947(8) 8/21/20228.22—
37,500——6/28/20239.45—
———NA—68,183(3) 462,963
88,000——5/7/20249.45—
37,53012,510(9) —5/29/20259.3635,445(9) 240,672
———NA—297,291(4) 2,018,606
———NA—87,963(6) 597,269
———NA—87,963(7) 597,269
Robert Morse26,595(10) —5/29/20259.36
Timothy Donovan67,473—9,737(8) 8/21/20228.22—
20,313——6/28/20239.45—
51,334——5/7/20249.45—
———NA—39,774(3) 270,065
18,2436,082(9) —5/29/20259.3621,285(9) 144,525
———NA—173,420(4) 1,177,522
———NA—60,186(6) 408,663
———NA—60,186(7) 408,663
Les Ottolenghi———NA—31,251(3) 212,194
———NA—132,936(4) 902,635
———NA—46,297(6) 314,357
———NA—46,297(7) 314,357

(1)
(1)
One-fourth100% of the options and restricted stock units vestvested on February 5, 2016, February 5, 2017, February 5, 2018, and February 4, 2019, respectively.
2019.
(2)
200,000 of the options vest based on the achievement of a $30.00 stock-price$15.00 stock price target, and 400,000150,000 vest based on the achievement of certain Company EBITDA goals. In January 2019, 150,000 vested as a result of our Compensation Committee’s certification of the achievement of the Company’s EBITDA goal based on a 3-year catch-up provision.

2019 PROXY STATEMENT49

Table of Contents

EXECUTIVE COMPENSATION MATTERS

(3)100% of these RSUs vested on March 23, 2019.
(3)
(4)		Unvested optionsOne-third of RSUs vest on August 21, 2016.
October 6 of each 2019, 2020, and 2021.
(4)
One-half of options and restricted stock units vest on each of January 2, 2016 and 2017, respectively.
(5)
Reflects awards granted under the CAC Equity-Based Compensation Plan. ParticipantsPlan that were awarded a valueconverted to CZR shares upon the merger of CAC and CZR. 100% vest on June 29, 2019.
(6)33% of RSUs vest on April 2, 2019, April 2, 2020, and April 2, 2021, respectively.
(7)33% of PSUs vest based on the achievement of certain Company EBITDA goals. In January 2019, the Compensation Committee certified that 95% of the grantfirst tranche of these PSUs would vest on April 24, 2014. The number of shares of CAC Class A common stock each participant receives is determined by the CAC Class A common stock price on the date of vesting. Subject to the officer’s continued employment or service, each grant shall generally vest in three equal installments, on October 21 of each of 2014, 2015, and 2016.
2, 2019.
(6)
One-third of options and restricted stock units vest on each of May 7, 2016, 2017, and 2018, respectively.
(7)
The unvested CAC restricted stock units and options to purchase CAC Class A common stock vest on December 31, 2016.
(8)
One-half of options vest on each of July 25, 2016 and 2017, respectively.
(9)
Performance options vest if the simple average of the last reported sale prices per share of the option shares for the 30 calendar day period ending on the day immediately preceding the date of determination is equal to or greater than $35.
(9)100% of options and stock units vested on March 1, 2019.
(10)
Restricted stock units vest 100% on July 7th, 2016.
(11)
One-fourth of theThese options and restricted stock units vest on February 29, 2016, March 1, 2017, March 1,were exercisable for 120 days after November 26, 2018 and were cancelled, unexercised, on March 1, 2019, respectively.26, 2019.

(12)

One-half of options vest on each of May 2, 2016 and 2017, respectively.

Option Exercises and Stock Vested
2018 OPTION EXERCISES AND STOCK VESTED

The following table gives certain information concerning stock option and stock award exercises and vesting during 2015.

2018.

NAME   OPTION
AWARDS
NUMBER OF
SHARES
EXERCISED
(#)		   STOCK AWARDS
NUMBER OF
SHARES
VESTING
(#)		   VALUE
REALIZED
ON EXERCISE
OR VESTING(1)
($)
Mark Frissora—656,4916,904,689
Eric Hession—203,8092,336,529
Thomas Jenkin—298,5093,389,675
Robert Morse—225,4382,578,856
Timothy Donovan—214,8432,500,165
Les Ottolenghi—107,1201,186,912

Name 
Option Awards
Number of Shares
Exercised
(#)
 
Stock Awards
Number of Shares
Vesting
(#)
 
Value Realized on
Exercise or Vesting
($) (1)
 
Mark Frissora —
 —
 —
 
Gary Loveman —
 44,729
 587,256
(1) 
  —
 598,619
 5,000,000
(2) 
Eric Hession —
 6,806
 88,460
(1) 
  —
 14,052
 166,667
(2) 
Thomas Jenkin —
 23,063
 307,132
(1) 
  —
 19,428
 233,333
(2) 
Tariq Shaukat —
 16,816
 223,942
(1) 
  —
 19,522
 233,333
(2) 
Timothy Donovan —
 12,867
 170,106
(1) 
  —
 13,770
 166,667
(2) 
_________________________
(1)
(1)

Value realized is calculated as the number of shares vested times the CEC closing price of our common stock on the date vested.

(2)
Value realized is calculated as the number of shares vested times the CAC closing price on the date vested.

For discussion of how equity grants are determined, see “-Executive Compensation - “—Compensation Discussion and Analysis - Analysis—Elements of Executive Compensation - and Benefits for 2018—Equity Awards.Awards and Cash Retention.”

Nonqualified Deferred Compensation
Name  
Executive
Contributions
in 2015(1)
($)
 
Company's
Contributions in
2015(1)
($)
 
Aggregate
Earnings in 2015(1)
($)
 
Aggregate
Withdrawals/
Distributions
($) 
 
Aggregate Balance
at December 31, 2015
($)
Mark Frissora —
 —
 —
 —
 —
Gary Loveman —
 —
 (1,368) —
 71,124
Eric Hession —
 —
 (4,313) —
 124,783
Thomas Jenkin (2)
 —
 —
 —
 —
 —
Tariq Shaukat —
 —
 —
 —
 —
Tim Donovan —
 —
 —
 —
 —
____________________
2018 NONQUALIFIED DEFERRED COMPENSATION

NAME   EXECUTIVE
CONTRIBUTIONS IN
2018(1)
($)		   COMPANY’S
CONTRIBUTIONS IN
2018(1)
($)		   AGGREGATE
EARNINGS
IN 2018(1)
($)		   AGGREGATE
WITHDRAWALS/
DISTRIBUTIONS
($)		   AGGREGATE
BALANCE AT
DECEMBER 31,
2018
($)
Mark Frissora—————
Eric Hession——(16,513)—149,424
Thomas Jenkin——1,414,865—12,477,285
Tim Donovan—————
Robert Morse—————
Les Ottolenghi—————

(1)
(1)
NoThe following deferred compensation contribution orand earnings amountsamount were reported in the 20152018 Summary Compensation Table. No deferred compensation contribution or earnings amounts were reported in the Summary Compensation Table in previous years.

50

Table of Contents

EXECUTIVE COMPENSATION MATTERS

NAMECONTRIBUTIONS IN
2018
($)		ABOVE MARKET
EARNINGS IN
2018
($)
(2)Mark Frissora
Mr.——
Eric Hession——
Thomas Jenkin also has a balance of $8,753,325 in respect of his participation in deferred compensation plans with liabilities attributable to CEOC. Please see Note 17 to the consolidated financial statements included in our 2015 Annual Report—427,373
Timothy Donovan——
Robert Morse——
Les Ottolenghi——

41

for further details regarding such deferred compensation plans.

All other earnings were at market rates from deferred compensation investments directed by the executives. This table excludes earnings of $277,371 earned by Mr. Jenkin from his participation in deferred compensation plans with liabilities attributable to CEOC.

We do not provide a fixed benefit pension plan for our executives but maintain twosix deferred compensation plans: the ESSP and ESSP II. As of January 1, 2015, both plans were frozen and no longer provide for voluntary deferrals by active employees. Therefore, noas noted above in Deferred Compensation Plans. No deferrals were made to any deferred compensation plan in 20152018 by our executives, which is reflected in the above table.

executives.

The table below shows the investment funds available under the ESSP and the ESSP II and the annual rate of return for each fund for the year ended December 31, 2015:

2018:

Name of FundNAME OF FUND   
2015
Rate of Return
2018
RATE OF RETURN
500 Index Trust B1.15-4.64%
Aggressive Growth Lifecycle(1.12-7.94)%
American International Trust(4.82                     -13.46)%
BlackRock Small Cap Index(4.93-11.55)%
Capital Appreciation Trust11.47-0.72%
Conservative Lifecycle0.81-1.98%
Diversified Bond1.05-1.36%
Equity-Income Trust(6.66-9.52)%
Growth Lifecycle(0.45-6.20)%
Inflation Managed(3.06-2.15)%
International Equity Index Trust B(5.80-14.10)%
M International EquityGrowth(3.94-14.43)%
Mid Cap Stock Trust3.04-1.54%
Mid Value Trust(3.41-10.68)%
Moderate Lifecycle0.22-3.97%
Money Market Trust B—1.60%
PSF Real Estate1.52-7.45%
Small Cap GrowthStock Trust(8.78-5.22)%
Small Cap Value Trust(1.31-12.45)%

2019 PROXY STATEMENT51


Table of Contents

EXECUTIVE COMPENSATION MATTERS

Potential Payments Upon TerminationPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

For a detailed description of the termination or Change of Control

We have entered into employment agreements with the“change in control” provisions applicable to our named executive officers that require us to make payments and provide various benefits to the executives in the eventunder their employment agreements, see “—Discussion of the executive's termination or a change in control. Some of the named executive officers also have award agreements which require payments in the event of the executive’s termination or a change in control. The terms of the agreements are described below. The estimated value of the payments and benefits due to the executives pursuant to their agreements under various termination events are detailed in the tables below.
Mr. Frissora.
If we terminate the employment agreement without Cause, or if Mr. Frissora resigns for Good Reason:

The Company must pay Mr. Frissora any accrued and unpaid base salary and unreimbursed business expenses;
Mr. Frissora will be entitled to be reimbursed for any unreimbursed business expenses;
Mr. Frissora will be entitled to receive any amounts or benefits due under any benefit or equity plan, program or arrangement or payroll practice in accordance with the terms of such plan, program arrangement or payroll practice;

42

Mr. Frissora will be paid his pro-rated bonus (at target) for the year of termination and any annual bonus for the year prior to the year that includes the year of his termination of employment (to the extent previously approved by the Board or HRC and not theretofore paid); and
Mr. Frissora will be paid a severance amount equal to two times his base salary.

If a change in control were to occur during the term of Mr. Frissora's employment agreement, and his employment was terminated involuntarily or he resigned for Good Reason within 12 months following such change in control, or if his employment was involuntarily terminated within six months before the change in control by reason of the request of the buyer, Mr. Frissora would be entitled to receive the benefits described above under termination without Cause by us or by Mr. Loveman for Good Reason, provided that he would be entitled to receive a severance payment of two and one-half times his base salary.

If a change in control were to occur and Mr. Frissora was terminated for any reason without cause 6 months prior or 12 months after the change in control, any unvested options to purchase stock would accelerate and vest in full. Additionally, if a change in control were to occur, Mr. Frissora’s restricted stock units would accelerate and vest in full. Lastly, if Mr. Frissora was terminated 6 months prior to a change in control for any reason without cause, his restricted stock units would become fully vested and be settled upon the date of such change in control.

Mr. Frissora has agreed not to, during the 24 month period following the termination of his employment: (i) compete with CEC or its affiliates, (ii) solicit or hire certain employees of CEC and its affiliates, and (iii) solicit customers or clients of CEC and its affiliates.

“Cause” is defined under the agreement as:
(i)the willful failure of Mr. Frissora to substantially perform his duties with us or to follow a lawful reasonable directive from our Board (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Mr. Frissora by our Board which specifically identifies the manner in which our Board believes that Mr. Frissora has willfully not substantially performed his duties or has willfully failed to follow a lawful reasonable directive and Mr. Frissora is given a reasonable opportunity (not to exceed thirty (30) days) to cure any such failure, if curable.
(ii)(a) any willful act of fraud, or embezzlement or theft by Mr. Frissora, in each case, in connection with his duties under the employment agreement or in the course of his employment or (b) Mr. Frissora's admission in any court, or conviction of, or plea of nolo contendere to, a felony that could reasonably be expected to result in damage to our business or reputation.
(iii)Mr. Frissora being found unsuitable for or having a gaming license denied or revoked by the gaming regulatory authorities in Arizona, California, Illinois, Indiana, Iowa, Louisiana, Maryland, Mississippi, Missouri, Ohio, Ontario (Canada), Pennsylvania, Nevada, New Jersey, North Carolina or South Africa.
(iv)Mr. Frissora's willful and material violation of, or noncompliance with, any securities laws or stock exchange listing rules, including, without limitation, the Sarbanes-Oxley Act of 2002, provided that such violation or noncompliance resulted in material economic harm to us, or a final judicial order or determination prohibiting Mr. Frissora from service as an officer pursuant to the Exchange Act or the rules of the New York Stock Exchange.

“Good Reason” is defined under the agreement as: without Mr. Frissora's express written consent, the occurrence of any of the following circumstances unless, in the case of paragraphs (a), (d), (e), (f), or (g) below, such circumstances are fully corrected prior to the date of termination specified in the written notice given by Mr. Frissora notifying us of his resignation for Good Reason:
(a)the assignment to Mr. Frissora of any duties materially inconsistent with his status as our Chief Executive Officer and President or a material adverse alteration in the nature or status of his responsibilities, duties or authority, including a material adverse alteration in his title or reporting structure to or by him;
(b)the requirement that Mr. Frissora report to anyone other than our Board (or, in his capacity as Chief Executive Officer and President of CES, to the Steering Committee of CES);
(c)the failure of Mr. Frissora to be elected or re-elected as a member of our Board;
(d)a reduction by us in Mr. Frissora's annual base salary as it may be increased from time to time, other than a uniform reduction applied to all executive officers of the Company that does not result in a reduction of more than 5% of Mr. Frissora’s highest base salary;
(e)the relocation of our principal executive offices from Las Vegas, Nevada, to a location more than fifty (50) miles from such offices, or our requiring Mr. Frissora either: (i) to be based anywhere other than the location of our principal offices in Las Vegas (except for required travel on our business);

43

(f)our failure to pay to Mr. Frissora any material portion of his current compensation, except pursuant to a compensation deferral elected by Mr. Frissora, or to pay to Mr. Frissora any material portion of an installment of deferred compensation under any of our deferred compensation programs within thirty (30) days of the date such compensation is due;
(g)any reduction by the Company of Mr. Frissora’s base salary, target bonus or maximum bonus, unless any such reduction is a part of a uniform reduction applied to all executive officers of the Company and does not result in either (i) the sum of the base salary and target bonus being reduced by more than 5% of the highest of each and (ii) the sum of the base salary and maximum bonus being reduced by more than 5% of the highest of each;
(h)our failure to obtain a satisfactory agreement from any successor to assume and agree to perform the employment agreement.

Other Named Executive Officers

Upon a termination without Cause (as defined in the employment agreement and set forth below), a resignation by the executive for Good Reason (as defined in the employment agreement and set forth below) or upon our delivery of a non-renewal notice, the executive shall be entitled to his or her accrued but unused vacation, unreimbursed business expenses and base salary earned but not paid through the date of termination. In addition, Messrs. Jenkin, Hession, Shaukat and Donovan will receive a cash severance payment equal to one and a half times his base salary payable in equal installments during the 18 months following such termination and pro-rated bonus for the year in which the termination occurs based on certain conditions. In the event that the employment of Messrs. Jenkin, Hession, Shaukat or Donovan is terminated by reason of his disability, he will be entitled to apply for our long term disability benefits, and, if he is accepted for such benefits, he will receive 18 months of base salary continuation offset by any long term disability benefits to which he is entitled during such period of salary continuation. Furthermore, during the time that the executive receives his base salary during the period of salary continuation, he will be entitled to all benefits. Payment of any severance benefits is contingent upon the execution of a general release in favor of us and our affiliates.

The executives each have covenants to not compete, not to solicit and not to engage in communication in a manner that is detrimental to the business. The executive's “non-compete period” varies based on the type of termination that the executive has. If the executive has a voluntary termination of employment with us without Good Reason, the non-compete period is six months. If we have terminated the executive's employment without Cause, or the executive has terminated for Good Reason, we have delivered a notice of non-renewal to the executive or if the executive's employment terminates by reason of disability, the non-compete period is for 18 months with respect to Messrs. Jenkin, Hession, Shaukat and Donovan. If the executive's employment is terminated for Cause, the non-compete period is for six months. The non-solicitation and non-communication periods last for 18 months following termination with respect to Messrs. Jenkin, Hession, Shaukat and Donovan. A breach of the non-compete covenant will Cause our obligations under the agreement to terminate. In addition, the executives each have confidentiality obligations.
Pursuant to an amendment to Mr. Shaukat’s employment agreement on April 8, 2016, in the event of a Qualifying Termination (as defined in the employment agreement and set forth below), Mr. Shaukat will be entitled to a pro rata annual bonus calculated through the date of termination, paid on the same date that his peers receive their bonuses (but not later than March 15 of the calendar year following his termination of employment). In addition, each option to purchase shares of CEC common stock held by Mr. Shaukat that is outstanding and unexercised shall, to the extent unvested, be vested and thereafter be exercisable for a period of 120 days. Each restricted stock unit in respect of CEC or CAC common stock issued to Mr. Shaukat which is outstanding and unvested shall be vested in accordance with the terms of the respective plans under which they were issued. Mr. Shaukat must execute a release and comply with non-competition and non-solicitation covenants.
“Cause” under the employment agreements is defined as:
(i)the willful failure of executive to substantially perform executive's duties with us or to follow a lawful, reasonable directive from our Board or the Chief Executive Officer or such other executive officer to whom executive reports (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to executive by our Board (or the Chief Executive Officer, as applicable) which specifically identifies the manner in which our Board (or the Chief Executive Officer, as applicable) believes that executive has willfully not substantially performed executive's duties or has willfully failed to follow a lawful, reasonable directive, except solely with respect to Mr. Shaukat, that such written Company policy, as determined by the Board, after a thorough investigation by the Company’s Human Resources, Law, or Internal Audit Departments, or such third party as the Board deems appropriate to investigate the matter;
(ii)
(a) any willful act of fraud, or embezzlement or theft, by executive, in each case, in connection with executive's duties under the employment agreement or in the course of executive's employment under the employment agreement or (b) executive's admission in any court, or conviction of, or plea of nolo contendere to, a felony;

44

(iii)executive being found unsuitable for or having a gaming license denied or revoked by the gaming regulatory authorities in any jurisdiction in which we conduct gaming operations;
(iv)(a) executive's willful and material violation of, or noncompliance with, any securities laws or stock exchange listing rules, including, without limitation, the Sarbanes-Oxley Act of 2002, provided that such violation or noncompliance resulted in material economic harm to us, or (b) a final judicial order or determination prohibiting executive from service as an officer pursuant to the Securities and Exchange Act of 1934 or the rules of the NYSE or NASDAQ, as applicable; or
(v)with respect to Messrs. Jenkin, Hession, Shaukat, or Donovan, a willful breach.
For purposes of definition, no act or failure to act on the part of executive, shall be considered “willful” unless it is done, or omitted to be done, by executive in bad faith and without reasonable belief that executive's action or omission was in our best interests. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by our Board or based upon the advice of our counsel shall be conclusively presumed to be done, or omitted to be done, by executive in good faith and in our best interests of our Company. The cessation of employment of the executive shall not be deemed to be for Cause unless and until executive has been provided with written notice of the claim(s) against him under the above provision(s) and a reasonable opportunity (not to exceed 30 days) to cure, if possible, and to contest said claim(s) before our Board.
“Good Reason” under the employment agreements is defined as:
The occurrence, without executive's express written consent, of any of the following circumstances unless such circumstances are fully corrected prior to the date of termination specified in the written notice given by executive notifying us of his or her intention to terminate his or her employment for Good Reason:
(a)a reduction by us in executive's annual base salary, other than a reduction in base salary that applies to a similarly situated class of our employees or our affiliates;
(b)solely with respect to Messrs. Jenkin, Shaukat or Donovan, any material diminution in the duties or responsibilities of such executive as of the date of the employment agreement; provided that a change in control of the Company that results in our becoming part of a larger organization will not, in and of itself and unaccompanied by any material diminution in the duties or responsibilities of the executive, constitute Good Reason;
(c)our failure to pay or provide to the executive any material portion of his or her then current Base Salary or then current benefits under the employment agreement (except pursuant to a compensation deferral elected by the executive) or (ii) the failure to pay executive any material portion of deferred compensation under any of our deferred compensation programs within 30 days of the date such compensation is due and permitted to be paid under Section 409A of the Code, in each case other than any such failure that results from a modification to any compensation arrangement or benefit plan that is generally applicable to similarly situated officers;
(d)solely with respect to Mr. Jenkin, our requiring such executive to be based anywhere other than Atlantic City, New Orleans or Las Vegas, with respect to Mr. Donovan, anywhere other than Las Vegas, and with respect to Mr. Shaukat, anywhere other than Las Vegas or within twenty-five miles thereof, depending on the executive (except for required travel on Company business to an extent substantially consistent with the executive's present business travel obligations); or
(e)our failure to obtain a satisfactory agreement from any successor to assume and agree to perform the employment agreement.
“Qualifying Termination” under Mr. Shaukat’s employment agreement is defined as:
His resignation and termination of employment with CES with an effective date of termination on or after May 31, 2016 after having provided the notice contemplated by the Existing Agreement (defined as Mr. Shaukat’s employment agreement from April 2, 2012); provided, however, that Executive’s resignation and termination of employment with CES with an effective date of termination after December 31, 2016 shall not be a Qualifying Termination.
Summary Compensation Table” above.

The following tables show the estimated amount of potential cash severance payable to each of the named executive officers, other than Mr. Frissora and Mr. Morse, as well as the estimated value of continuing benefits, based on compensation and benefit levels in effect on December 31, 2015 (plus,2018.

We entered into a separation agreement with Mr. Frissora on November 1, 2018, which, as it was amended on December 21, 2018, governed the terms of his separation from the Company. See “—Discussion of the Summary Compensation Table—Chief Executive Officer”. Total payments made or to be made in connection with this termination are expected to be approximately $[●] million, consisting of $8 million in severance payments, $1.33 million in short-term incentive payments, $[●] value expected to be realized related to stock awards, $2 million in accelerated vesting of cash awards, $32,451 in medical benefits and $23,921 in life and accident insurance and benefits. Value expected to be realized for stock awards includes (i) $[●] realized from the casenumber of accelerated RSU shares times the closing price of our common stock at April 30, 2019 of $[●]; and (ii) $[●] expected to be realized for performance-based grant shares at the target number of performance-based grant shares that may vest, including achievement of a 5% catchup from the 2018 performance period, at a common stock price $[●], and the intrinsic value of options that continue to vest at a common stock price of $[●].

Mr. Shaukat, giving effect toMorse terminated employment with the April 8, 2016 amendment to his employment agreement).

Company during November 2018 and is therefore excluded from the table below. Total severance payments made in connection with this termination were $1.425 million, consisting of salary continuation for 78 weeks’ pay.

For each of the named executive officers included below, we have assumed that their employment was terminated on December 31, 20152018 and the market value of their unvested equity awards was $7.89$6.79 per share, which was the fair market value of CECour common stock


45

as of December 31, 2015.2018. Due to the numerous factors involved in estimating these amounts, the actual value of benefits and amounts to be paid can only be determined upon a named executive officer'sofficer’s termination of employment.
Gary Loveman 
Voluntary
Termination
($)
 
Retirement
($)
 
Involuntary
Not for
Cause
Termination
($)
 
For Cause
Termination
($)
 
Involuntary
or Good
Reason
Termination
(Change in
Control)
($)
 
Disability(1), (2)
($)
 
Death
($)
Compensation:              
Severance Payment $—
 $—
 $5,150,000
 $—
 $5,150,000
 $5,150,000
 $—
Short Term Incentive —
 —
 4,062,500
 —
 4,062,500
 —
 —
Excise tax gross-up payment —
 —
 —
 —
 —
 —
 —
Benefits and Perquisites:              
Post-retirement Health Care(3)
 244,283
 244,283
 244,283
 244,283
 244,283
 244,283
 —
Medical Benefits(4)
 —
 —
 —
 —
 —
 —
 10,754
Life & Accident Insurance and Benefits(5)
 —
 —
 74,585
 —
 74,585
 74,585
 9,000,000
Disability Insurance and Benefits(6)
 —
 —
 —
 —
 —
  80,000 per mo.
 —
Accrued Benefits Under Savings and Retirement Plan(7)
 —
 600
 600
 600
 600
 600
 600
Totals $244,283
 $244,883
 $9,531,968
 $244,883
 $9,531,968
  $5,469,468 less 80,000 per mo.
 $9,011,354

ERIC HESSION

COMPENSATION  VOLUNTARY
TERMINATION
($)		  RETIREMENT
($)		  INVOLUNTARY
NOT FOR
CAUSE
OR GOOD
REASON
TERMINATION
($)		  FOR CAUSE
TERMINATION
($)		  INVOLUNTARY
OR GOOD REASON
TERMINATION
(CHANGE IN
CONTROL)
($)		  DISABILITY
($)		  DEATH
($)
Severance Payment——1,103,157—1,103,1571,103,157—
Short-Term Incentive(5)  ———————
Accelerated Vesting of Stock——4,165,295—4,165,2954,165,2954,165,295
and/or Cash Award(4)  
Benefits and Perquisites:
Post-retirement———————
Health Care(1)  
Medical Benefits——22,898—22,898——
Life and Accident——8,526—8,5268,5262,153,000
Insurance and Benefits(2)  
Accrued Benefits Under4,6254,6254,6254,6254,6254,6254,625
Savings and Retirement Plan(3)  
Totals4,6254,6255,304,5014,6255,304,5015,281,6036,322,920


Mark Frissora 
Voluntary
Termination
($)
 
Retirement
($)
 
Involuntary
Not for
Cause
Termination
($)
 
For Cause
Termination
($)
 
Involuntary
or Good
Reason
Termination
(Change in
Control)
($)
 
Disability(1)
($)
 
Death
($)
Compensation:              
Severance Payment $—
 $—
 $6,300,000
 $—
 $11,250,000
 $6,300,000
 $—
Short Term Incentive —
 —
 3,645,025
 —
 3,645,025
 —
 —
Accelerated Vesting of Stock Award (8)
 —
 —
 —
 —
 1,578,000
 —
 —
Benefits and Perquisites:              
Post-retirement Health Care(3)
 —
 —
 —
 —
 —
 —
 —
Medical Benefits —
 —
 23,071
 —
 28,839
 23,071
 —
Life & Accident Insurance and
Benefits(5)
 —
 —
 54,896
 —
 68,620
 54,896
 3,500,000
Disability Insurance and Benefits(6)
 —
 —
 —
 —
 —
  25,000 per mo.
 —
Accrued Benefits Under Savings and Retirement Plan(7)
 —
 600
 600
 600
 600
 600
 600
Totals $—
 $600
 $10,023,592
 $600
 $16,571,084
  $6,378,567 less 25,000 per mo.
 $3,500,600


46

Eric Hession 
Voluntary
Termination
($)
 
Retirement
($)
 
Involuntary
Not for
Cause
Termination
($)
 
For Cause
Termination
($)
 
Involuntary
or Good
Reason
Termination
(Change in
Control)
($)
 
Disability(1)
($)
 
Death
($)
Compensation:              
Severance Payment $—
 $—
 $1,050,000
 $—
 $1,050,000
 $1,050,000
 $—
Short Term Incentive —
 —
 787,500
 —
 787,500
 —
 —
Accelerated Vesting of Stock Award (8)
 —
 —
 597,731
 —
 —
 —
 —
Benefits and Perquisites:              
Post-retirement Health Care(3)
 —
 —
 —
 —
 —
 —
 —
Medical Benefits —
 —
 17,614
 —
 17,614
 —
 —
Life & Accident Insurance and
Benefits(5)
 —
 —
 28,202
 —
 28,202
 28,202
 2,100,000
Disability Insurance and Benefits(6)
 —
 —
 —
 —
 —
  25,000 per mo.
 —
Accrued Benefits Under Savings and Retirement Plan(7)
 —
 600
 600
 600
 600
 600
 600
Totals $—
 $600
 $2,481,647
 $600
 $1,883,916
  $1,078,802 less 25,000 per mo.
 $2,100,600



Thomas Jenkin
Voluntary
Termination
($)

Retirement
($)

Involuntary
Not for
Cause
Termination
($)

For Cause
Termination
($)

Involuntary
or Good
Reason
Termination
(Change in
Control)
($)

Disability(1)
($)

Death
($)
Compensation:













Severance Payment
$—
 $—
 $1,800,000
 $—
 $1,800,000
 $1,800,000
 $—
Short Term Incentive
—
 —
 1,350,000
 —
 1,350,000
 —
 —
Benefits and Perquisites:


 

 

 

 

 

 

Post-retirement Health Care(3)

176,223
 176,223
 176,223
 —
 176,223
 176,223
 —
Life & Accident Insurance and
Benefits(5)

—
 —
 31,815
 —
 31,815
 31,815
 3,500,000
Disability Insurance and
Benefits(6)

—
 —
 —
 —
 —
  30,000 per mo.
 —
Accrued Benefits Under Savings and Retirement Plan(7)
 —
 600
 600
 600
 600
 600
 600
Totals
$176,223

$176,823

$3,358,638

$600

$3,358,638

 $2,008,638 less 30,000 per mo.

$3,500,600

47

Tariq Shaukat 
Voluntary
Termination (Qualifying)
($)
 
Retirement
($)
 
Involuntary
Not for
Cause
Termination
($)
 
For Cause
Termination
($)
 
Involuntary
or Good
Reason
Termination
(Change in
Control)
($)
 
Disability(1)
($)
 
Death
($)
Compensation:              
Severance Payment $—
 $—
 $1,050,000
 $—
 $1,050,000
 $1,050,000
 $—
Short Term Incentive 
TBD (9)
 —
 787,500
 —
 787,500
 —
 —
Accelerated Vesting of Stock Award (8)
 2,769,692
 —
 1,494,319
 —
 —
 —
 —
Benefits and Perquisites:              
Post-retirement Health Care(3)
 —
 —
 —
 —
 —
 —
 —
Medical Benefits —
 —
 29,364
 —
 29,364
 —
 —
Life & Accident Insurance and
Benefits(5)
 —
 —
 30,846
 —
 30,846
 30,846
 2,100,000
Disability Insurance and Benefits(6)
 —
 —
 —
 —
 —
  25,000 per mo.
 —
Accrued Benefits Under Savings and Retirement Plan(7)
 —
 600
 600
 600
 600
 600
 600
Totals $2,769,692
 $600
 $3,392,629
 $600
 $1,898,310
  $1,081,466 less 25,000 per mo.
 $2,100,600

Timothy Donovan 
Voluntary
Termination
($)
 
Retirement
($)
 
Involuntary Not
for Cause
Termination
($)
 
For Cause
Termination
($)
 
Involuntary
or Good
Reason
Termination
(Change in
Control)
($)
 
Disability(1)
($)
 
Death
($)
Compensation:              
Severance Payment $—
 $—
 $1,050,000
 $—
 $1,050,000
 $1,050,000
 $—
Short Term Incentive —
 —
 787,500
 —
 787,500
 —
 —
Accelerated Vesting of Stock Award (8)
 —
 —
 747,159
 —
 —
 —
 —
Benefits and Perquisites:              
Post-retirement Health Care (3)
 —
 —
 —
 —
 —
 —
 —
Medical Benefits —
 —
 17,026
 —
 17,026
 17,026
 —
Life & Accident Insurance and
Benefits(5)
 —
 —
 30,815
 —
 30,815
 30,815
 2,100,000
Disability Insurance and Benefits(6)
 —
 —
 —
 —
 —
  25,000 per mo.
 —
Accrued Benefits Under Savings and Retirement Plan(7)
 —
 600
 600
 600
 600
 600
 600
Totals $—
 $600
 $2,633,100
 $600
 $1,885,941
  $1,098,441 less 25,000 per mo.
 $2,100,600
____________________
52
(1)
Severance payments will be offset by long-term disability benefits to which the executive is entitled.

Table of Contents

EXECUTIVE COMPENSATION MATTERS

THOMAS JENKIN

COMPENSATION  VOLUNTARY
TERMINATION
($)		  RETIREMENT
($)		  INVOLUNTARY
NOT FOR
CAUSE
OR GOOD
REASON
TERMINATION
($)		  FOR CAUSE
TERMINATION
($)		  INVOLUNTARY
OR GOOD REASON
TERMINATION
(CHANGE IN
CONTROL)
($)		  DISABILITY
($)		  DEATH
($)
Severance Payment——1,891,125—1,891,1251,891,125—
Short-Term Incentive(5)  ——927,740—927,740——
Accelerated Vesting of Stock——5,904,277—5,904,2775,904,2775,904,277
and/or Cash Award(4)  
Benefits and Perquisites:
Post-retirement109,460109,460109,460—109,460109,460—
Health Care(1)  
Medical Benefits———————
Life and Accident——13,925—13,92513,9253,500,000
Insurance and Benefits(2)  
Accrued Benefits Under2,7752,7752,7752,7752,7752,7752,775
Savings and Retirement Plan(3)  
Totals112,235112,2358,849,3022,7758,849,3027,921,5629,407,052

TIMOTHY DONOVAN

COMPENSATION  VOLUNTARY
TERMINATION
($)		  RETIREMENT
($)		  INVOLUNTARY
NOT FOR
CAUSE
OR GOOD
REASON
TERMINATION
($)		  FOR CAUSE
TERMINATION
($)		  INVOLUNTARY
OR GOOD REASON
TERMINATION
(CHANGE IN
CONTROL)
($)		  DISABILITY
($)		  DEATH
($)
Severance Payment——1,275,000—1,275,0001,275,000—
Short-Term Incentive(5)  ——610,000—610,000——
Accelerated Vesting of Stock——3,943,812—3,943,8123,943,8123,943,812
and/or Cash Award(4)  
Benefits and Perquisites:
Post-retirement———————
Health Care(1)  
Medical Benefits——22,838—22,83822,838—
Life and Accident——8,526—8,5268,5262,153,000
Insurance and Benefits(2)  
Accrued Benefits Under3,4693,4693,4693,4693,4693,4693,469
Savings and Retirement Plan(3)  
Totals3,4693,4695,863,6453,4695,863,6455,253,6456,100,281

2019 PROXY STATEMENT
(2)53
Under a long-term disability policy, Mr. Loveman is entitled to receive a lump sum payment of $5,000,000 after a 365-day period for loss due to permanent disability related to accident and/or sickness.

Table of Contents

EXECUTIVE COMPENSATION MATTERS

LES OTTOLENGHI

COMPENSATION   VOLUNTARY
TERMINATION
($)		   RETIREMENT
($)		   INVOLUNTARY
NOT FOR
CAUSE OR
GOOD REASON
TERMINATION
($)		   FOR CAUSE
TERMINATION
($)		   INVOLUNTARY
OR GOOD REASON
TERMINATION
(CHANGE IN
CONTROL)
($)
   

DISABILITY
($)
   

DEATH
($)
Severance Payment——845,625—845,625845,625—
Short-Term Incentive(5)———————
Accelerated Vesting of Stock
and/or Cash Award(4)		——3,131,668—3,131,6683,131,6683,131,668
Benefits and Perquisites:
Post-retirement
Health Care(1)		———————
Medical Benefits——20,951—20,95120,951—
Life and Accident
Insurance and Benefits(2)		——6,534—6,5346,5341,650,000
Accrued Benefits Under
Savings and Retirement Plan(3)		4,6254,6254,6254,6254,6254,6254,625
Totals4,6254,6254,009,4034,6254,009,4034,009,4034,786,293

(3)
(1)		Reflects the estimated present value of all future premiumsbenefits under our health plans.
(4)
Reflects the estimated cost of one year of health plan coverage for the executive's surviving spouse.
(5)
(2)		Reflects the estimated present value of the cost of coverage for life and accident insurance policies and the estimated amount of proceeds payable to the executive'sexecutive’s beneficiaries in the event of the executive'sexecutive’s death.
(6)
Reflects the estimated amount of proceeds payable to the executive in the event of the executive's disability.
(7)
(3)		Reflects the employer match portion for the Company's 401K plan.
Company’s 401(k) Plan.
(8)
(4)		Amount included for “Involuntary Not for Cause termination” reflectsRepresents the fair value associated with the vesting of the retention stock awardall outstanding unvested options, RSUs and cash awards as of December 31, 2015. Amount included for “Voluntary Termination (Qualifying)” reflects2018 (including awards under the fair value of all outstanding2018 Retention Program). Any performance options that were unvested restricted stock units as of December 31, 2015. No amounts have been presented for 180,863 option awards with exercise prices ranging from $8.22 to $21.18 as2018 were considered vested and valued at the exercise prices were above the marketclosing price of the underlyingCompany’s common stock as of December 31, 2018 ($6.79) - the dateexercise price of the amended employmentoptions. Additional value will be gained if the awards hit their performance thresholds and become exercisable.
(5)Represents the actual bonus payment for the year ended December 31, 2018.
(6)Total disability amount for Messrs. Hession and Morse excludes long-term disability insurance payments of $25,000 per month.
(7)Total disability amount for Messrs. Jenkin and Donovan is reduced by long-term disability insurance payments of $25,000 per month, for 18 months.
(8)Does not include the following benefits to which Mr. Donovan is entitled if involuntarily terminated: payments totaling $500,000 under a one-year consulting agreement that would have commenced on January 1, 2018 and a reimbursement of up to $200,000 for any loss on the sale of Mr. Shaukat.Donovan’s Las Vegas residence.

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Table of Contents

EXECUTIVE COMPENSATION MATTERS

CEO PAY RATIO

In accordance with applicable SEC rules, we are providing the ratio of the total annual compensation of Mr. Frissora, President and Chief Executive Officer of the Company during 2018 (the “CEO”), to the annual compensation of an identified median employee of the Company.

For 2018, the total annual compensation of the CEO was $13,169,409. The total annual compensation of the identified median employee of our Company was $36,586. Our pay ratio is approximately 360:1.

To calculate our 2018 CEO pay ratio, we used the same median employee identified in 2017. In 2018, approximately 1,900 employees became our employees as a result of our acquisition of two additional casino properties in Indiana – Hoosier Park and Indiana Grand. As permitted under the applicable SEC rules, the Company is excluding these employees from our employee population. With this adjustment, the Company believes that there has been no change in our employee population or employee compensation arrangements in 2018 that we believe would result in a significant change to our pay ratio disclosure.

To identify the median employee, the methodology and assumptions we used were as follows:

We determined that, as of November 14, 2017 (the “determination date”), our total U.S. and non-U.S. employee population consisted of 51,965 individuals. We used this total number of employees to calculate the number of employees excludable under the “de minimis” exemption, described below. We selected the determination date, which is within the last three months of the 2017 fiscal year, as the date we would use to identify the median employee because it reasonably represented our total workforce.

Employees who had no hours worked for pay periods ending within two weeks before the determination date were not considered in this analysis.

As permitted by applicable SEC rules, in identifying the median employee, we used the “de minimis” exemption to exclude from our employee population approximately 2,523 employees, or 4.86% of our global workforce, as follows:

COUNTRY OR TERRITORY   NUMBER OF EMPLOYEES   PERCENTAGE OF WORKFORCE
South Africa5851.13%
Hong Kong80.02%
United Kingdom1,4992.88%
Egypt4310.83%
Total2,5234.86%

We used total cash compensation as our consistently applied compensation measure to identify the median employee.

For regular employees, we annualized compensation for those hired before the determination date.

2019 PROXY STATEMENT55

Table of Contents

PROPOSAL 3 - ADVISORY VOTE TO SELECT THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION

(9)PROPOSAL
3
Amount

To Select, on an Advisory, Non-binding Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation

✓The Board recommends that shareholders vote FOR the option of every “ONE YEAR” as the frequency with which shareholders are provided an advisory, non-binding vote on the compensation of the Company’s named executive officers.

You may cast a vote to be pro rata baseddetermine, on timingan advisory, non-binding basis, the frequency with which shareholders should have an advisory vote on the compensation of Qualifying Termination and will be determined at the same time and in the same manner in which CES pays annual bonuses to its similarly situated activeCompany’s named executive officers. The choices of frequency are:

Choice 1 — EVERY ONE YEAR;

Choice 2 — EVERY TWO YEARS;

Choice 3 — EVERY THREE YEARS; or

Choice 4 — ABSTAIN from voting.


48

Compensation

Section 14A of Directors

The following table sets forth the compensation provided byExchange Act requires the Company to non-management directors during 2015:
Name 
Fees Earned
or Paid
in Cash
($)
 Stock Award or Unit 
Option
Awards(1)
($) 
 
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings 
($)
 
All Other
Compensation
($)
 
Total
($)
Jeffrey Benjamin —
 —
 —
 —
 —
 —
David Bonderman —
 —
 —
 —
 —
 —
Kelvin Davis —
 —
 —
 —
 —
 —
Fred Kleisner(2)
 250,000
 129,870
 7,650
 —
 —
 387,520
Eric Press —
 —
 —
 —
 —
 —
Marc Rowan —
 —
 —
 —
 —
 —
David Sambur —
 —
 —
 —
 —
 —
Lynn Swann(3)
 265,000
 129,870
 7,650
 —
 —
 402,520
Christopher Williams(4)
 260,000
 129,870
 7,650
 —
 —
 397,520
____________________
(1)
Amounts in this column representprovide shareholders with the opportunity to cast an advisory, non-binding vote on a resolution to determine how frequently the Company should seek an advisory vote on the grant date fair value computed in accordance with ASC Topic 718.
(2)
Mr. Kleisner had a total of 9,537 options and 19,581 restricted stock units outstanding on December 31, 2015.
(3)
(Mr. Swann had a total of 14,227 options and 19,581 restricted stock units outstanding on December 31, 2015.
(4)
Mr. Williams had a total of 14,453 options and 19,581 restricted stock units outstanding on December 31, 2015.



)
6In 2015, Messrs. Kleisner, Swann and Williams received compensation forof the Company’s named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules. We are seeking advisory approval of the frequency of “say-on-pay” votes through the following resolution:

“RESOLVED, that the shareholders advise that an advisory resolution with respect to named executive officer compensation should be presented to the shareholders every one, two, or three years as reflected by their services as members of our Board.

In May 2015, as part of our annual equity program, Messrs. Williams, Swann, and Kleisner each received options to purchase 2,250 shares of common stock and 13,875 restricted stock units, which vest 25% on February 29, 2016, March 1, 2017, March 1, 2018, and March 1, 2019, respectively.
In addition,votes for each of these directors received annual cashalternatives in connection with this resolution.”

By voting on this Proposal 3, shareholders may indicate whether they would prefer an advisory, non-binding vote on named executive officer compensation paid monthly in arrears.to occur once every one, two or three years. If you have no preference, you should abstain.

After careful consideration of this Proposal, the Board members receive a base salary of $75,000, plushas determined that an additional $25,000advisory, non-binding vote on executive compensation that occurs every year is the most appropriate alternative for service on the Audit Committee, an additional $15,000 for service on the Human Resource Committee, and an additional $10,000 for committee chairmanship. Mr. Williams received $110,000 annually, Mr. Swann received $115,000 annually and Mr. Kleisner received $100,000 annually. Additionally, in 2015 Messrs. Kleisner, Swann and Williams each received $150,000 for their service on the Special Committee for Transactions considered while serving on the Committee. A "Transaction" is defined as "a potential sale of assets, sale of equity, merger, equity or debt financing, restructuring of indebtedness of the Company, and certaintherefore the Board recommends that you vote for advisory, non-binding votes on named executive officer compensation to occur every year.

In formulating its recommendation, the Board considered that an annual advisory, non-binding vote on executive compensation will allow shareholders to provide the Company with their direct input on the Company’s compensation philosophy, policies and practices as disclosed in the proxy statement every year.

The option that receives the highest number of its affiliates or other strategic transaction or opportunity, including any transactions that are intended to raise capitalvotes cast by shareholders will be considered approved by the Company in connection with any such restructuring, whether involving a single transactionshareholders on an advisory, non-binding basis. However, because this vote is advisory and not binding on the Board or a series of related transactions, and in all cases only to the extent involving the Company, and its subsidiaries or affiliates, on the one hand,Board may decide that it is in the best interests of our shareholders and any other subsidiaries or affiliates of the Company or other persons or entities related to or affiliated with any of them."

The remaining directors do not receive compensation for their service as a member of our Board and all of our directors are reimbursed for any expenses incurred in connection with their service.
Human Resources Committee Interlocks and Insider Participation

None of the members of the HRC is a current or former officer or employee of our Company. Nohold an advisory, non-binding vote on named executive officer of
compensation more or less frequently than the option approved by our Company serves on the compensation committeeshareholders.

56

Table of any company that employs any member of the Compensation

Committee.



49
Contents


PROPOSAL 34 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of our board is responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm.

PROPOSAL
4

To Ratify the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2019

✓The Board of Directors recommends that you vote FOR the ratification of the appointment of Deloitte & Touche LLP as Caesars’ independent registered accounting firm.
●Independent firm with reasonable fees
●Minimal non-audit services
●Audit Committee has determined that re-appointment is in the best interests of shareholders

The Audit Committee has appointedre-appointed Deloitte & Touche LLP as ourCaesars’ independent registered public accounting firm for the year ending December 31, 2016 and the Board recommends that our stockholders ratify the appointment of Deloitte & Touche LLP at the annual meeting.

2019. Deloitte & Touche LLP has audited our financial statementsserved as Caesars’ independent registered public accounting firm since 2002.
Representatives of Deloitte & Touche LLP will be present at The Audit Committee reviews the annual meeting. They will have the opportunity to make a statement if they desire to do so,performance and we expect that they will be available to respond to appropriate questions.
Ratificationindependence of the appointment of Deloitte & Touche LLP requires affirmative votes from the holders of a majority of the shares present in person or represented by proxy at the annual meeting and entitled to vote. independent registered public accounting firm annually.

If the Company’s stockholdersshareholders do not ratify the appointment of Deloitte & Touche LLP, the Audit Committee will reconsider the appointment and may affirm the appointment or retain another independent accounting firm. Even if the appointment is ratified, the Audit Committee may in the future replace Deloitte & Touche LLP as our independent registered public accounting firm if it is determined that it is in the Company’s best interests to do so.

THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE

Representatives of Deloitte & TOUCHETouche LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2016.



50

PROPOSAL 4 - APPROVAL OF THE AMENDMENT TO THE 2012 PLAN

Background
The Company’s current equity incentive compensation plan, which was originally adopted in 2012 and amended in 2012, is known as the Caesars Entertainment Corporation 2012 Performance Incentive Plan (the “2012 Plan”).
Our Board wishes to ensure our continued ability to offer equity-based incentives to directors, employees, officers, and individual service providers or advisors who render services to the Company or its subsidiaries. The Board believes this type of compensation is critical to its ability to attract and retain highly qualified individuals and otherwise attain the goals described below, while also aligning these individuals’ interests with those of our stockholders. However, it does not believe it has sufficient shares available for future issuance under the 2012 Plan to accomplish these purposes.
As of March 23, 2016, 525,944 shares of our common stock remained available for issuance under the 2012 Plan, and 20,286,471 shares of our common stock were issuable pursuant to outstanding awards. The number of shares currently available for grant under the 2012 Plan, based on the rate at which we used shares under the 2012 Plan for the last three years, will be exhausted within the next 3 months.
Accordingly, on March 23, 2016, the Board adopted an amendment to the 2012 Plan to increase by 7,500,000 shares the number of shares of the Company’s common stock that may be issued under the 2012 Plan (the “Amendment”). The Board’s adoption of the Amendment is subject to shareholder approval.
Stockholder approval of the 2012 Plan and any amendments to the 2012 Plan is required by the rules of NASDAQ. In addition, Code Section 162(m) requires certain provisions of the 2012 Plan to be submitted to, and approved by, our stockholders in order for compensation attributable to awards made under the 2012 Plan to “covered employees” that are intended to be “performance- based” to be tax deductible by the Company. The approval of the Amendment to the 2012 Plan must receive the affirmative vote of a majority of the votes cast by stockholders present in person or by proxy at the annual meeting, and entitledthey will have the opportunity to vote at the annual meeting. Broker non-votes will not affect the outcome of the approval of the Amendmentmake a statement if they desire to the 2012 Plan because brokers do not have discretion to cast votes on this proposal without instruction from the beneficial owner of the shares.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE 2012 PLAN.
Summary of Material Terms of 2012 Plan
The following is a summary of certain terms and conditions of the 2012 Plan. This summary is qualified in its entirety by reference to the 2012 Plan itself, which was filed as Exhibit 10.89 to our Registration Statement on Form S-1 filed with the SEC on February 2, 2012, the related 2012 amendment, which was filed as Appendix A to our definitive information statement filed with the SEC on July 24, 2012 and the related 2015 amendment, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May 20, 2015. The Amendment to the 2012 Plan is attached to this proxy statement as Appendix A.
Eligibility
Directors, employees, officers, and individual service providers or advisors who render services to the Company or its subsidiaries may be selected to receive awards under the 2012 Plan. As of March 21, 2016, approximately 630 employees, directors and service providers held equity awards under our 2012 Plan and approximately 650 persons were eligible to be selected for future awards under the 2012 Plan under criteria adopted by our HRC.
Administration
Our Board or a subcommittee thereof has the authority to administer the 2012 Plan. The Board or a subcommittee may delegate some or all authority to another committee. In addition, to the extent permitted by applicable law, the Board or subcommittee may delegate to one or more officers of the Company its powers to designate the officers and employees who will receive grants of awards under the 2012 Plan and to determine the number of shares subject to, and the other terms and conditions of, such awards. Ministerial, non-discretionary functions may be delegated to certain officers, employees and third parties.
For awards intended to satisfy the requirements for performance-based compensation under Section 162(m) of the Code, the 2012 Planso. We also expect that they will be administered by a committee consisting solelyavailable to respond to appropriate questions.

2019 PROXY STATEMENT57

Table of two or more outside directors. Our 162(m) Committee


51
Contents


AUDIT-RELATED MATTERS

performs this role. Awards or transactions intended to be exempt under Rule 16b-3 of the Exchange Act,must be authorized by the Board or a committee consisting solely of two or more non-employee directors (as such requirement is applied under Rule 16b-3). To the extent required by any applicable listing agency, this 2012 Plan shall be administered by a committee composed entirely of “independent directors,” within the meaning of the applicable listing agency.

The HRC administers the 2012 Plan. The HRC, the Board or any subcommittee administrating the 2012 Plan is referred to in this summary as the “plan administrator.”
The plan administrator has broad authority, subject to express provisions of the 2012 Plan, to:
select participants and determine the types of awards they are to receive;
determine the number of shares subject to awards and the terms and conditions of awards (including the price (if any) to be paid for the shares or award, vesting schedules, performance targets and the events of termination of such awards);
approve the form of agreements evidencing the awards, which need not be identical as to type of award or among participants;
cancel, modify or waive our rights with respect to, or modify, discontinue, suspend or terminate any or all outstanding awards, subject to any required consents;
accelerate or extend the vesting or exercisability of, or extend the term of, any or all outstanding awards, subject to the terms of the 2012 Plan;
construe and interpret the 2012 Plan and any agreements relating to the 2012 Plan;
subject to the other provisions of the 2012 Plan, make certain adjustments to outstanding awards, including to the number of shares of common stock subject to any award, the price of any award or previously imposed terms and conditions;
authorize the termination, conversion, substitution or succession of awards upon the occurrence of certain events;
allow the purchase price of an award or shares of our common stock to be paid in the form of cash, check or electronic funds transfer, by the delivery of previously-owned shares of our common stock or by a reduction of the number of shares deliverable pursuant to the award, by services rendered by the recipient of the award, by notice and third party payment or cashless exercise on such terms as the plan administrator may authorize, or any other form permitted by law; and
determine the date of grant of awards, which may be after, but not before, the plan administrator’s action and, unless otherwise designated by the plan administrator, will be the date of the plan administrator’s action.

The plan administrator will have full discretion to take such actions as it deems necessary or desirable for the administration of the 2012 Plan. Plan administrator decisions relating to the 2012 Plan are final and binding.
Number of Shares Authorized and Award Limits
As of March 23, 2016, 525,944 shares of our common stock remained available for issuance under the 2012 Plan, and 20,286,471 shares of our common stock were issuable pursuant to outstanding awards. Of these 20,286,471 shares, 10,175,214 represents shares that may be purchased in connection with the exercise of stock options and 10,111,257 represent shares that may be issued pursuant to restricted stock units.
Under our 2012 Plan, if this amendment is approved by our shareholders as is being requested herein, and subject to adjustment in connection with changes in capitalization, the maximum number of shares of our common stock that may be delivered pursuant to awards is the sum of (1) 7,500,000 shares of our common stock, plus (2) the number of shares subject to awards granted under the 2012 Plan that are outstanding immediately prior to the 2016 annual meeting, plus (3) the number of shares that remain available for issuance pursuant to the 2012 Plan prior to the effectiveness of the amendment being submitted to shareholders, either because such shares have not yet been subject to awards granted under the 2012 Plan or because such shares were subject to awards that were forfeited, have expired, were canceled or that included other terms that allowed all or a portion of the shares subject to such awards to again be available for issuance under the 2012 Plan, plus (4) 8,582,450 representing the number of shares subject to stock options granted under the Caesars Entertainment Corporation Management Equity Incentive Plan (the “2008 Plan”) and outstanding on the date the 2012 Plan was originally approved by the Company’s stockholders.
This maximum share reserve will be reduced in accordance with the rules in this paragraph:
to the extent an award is settled in cash or a form other than common stock, the shares that would have been delivered had there been no such cash or other settlement will not be counted against the shares available for issuance under the 2012 Plan;

52

if shares of common stock are delivered in respect of a dividend equivalent right, the actual number of shares delivered with respect to the award will be counted against the share limits;
if shares of common stock are delivered pursuant to the exercise of a stock appreciation right or option granted under the 2012 Plan, the number of underlying shares as to which the exercise related will be counted against the applicable share limits, as opposed to only counting the shares actually issued; and
shares that are subject to or underlie awards that expire, are cancelled, terminated or forfeited, fail to vest, or for any other reason are not paid or delivered under the 2012 Plan shall again be available for subsequent awards under the 2012 Plan, but shares that are exchanged by a participant or withheld by the Company as full or partial payment in connection with any award under the 2012 Plan, or to satisfy tax withholding obligations related to any award, will not be available for subsequent awards under the 2012 Plan.

No fractional shares may be awarded under the 2012 Plan. The plan administrator may pay cash in lieu of fractional shares.
The 2012 Plan includes the following additional caps:
no more than 23,449,568 shares may be issued with respect to incentive stock options under the 2012 Plan;
the maximum number of shares of common stock subject to those options and stock appreciation rights that are granted during any calendar year to any individual under the 2012 Plan is 6,500,000 shares;
the maximum number of shares of common stock which may be delivered pursuant to performance-based awards (other than options and stock appreciation rights intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code, and other than cash awards covered by the cap in the following sentence) that are granted to any one participant in any calendar year will not exceed 1,373,404 shares, either individually or in the aggregate;
in addition, the aggregate amount of compensation to be paid to any one participant in respect of all performance-based awards payable only in cash and not related to shares of Common Stock and granted to that participant in any one calendar year will not exceed $25,000,000; and
awards cancelled during the year will be counted against the limits in the preceding two bullets to the extent required by Section 162(m) of the Code.
Changes in Capitalization
As is customary in incentive plans of this nature, (1) the number and type of shares of common stock (or other securities) available under the 2012 Plan, and the specific share limits, maximums and numbers of shares set forth elsewhere in the 2012 Plan, (2) the number, amount and type of shares of common stock (or other securities or property) subject to outstanding awards, (3) the grant, purchase, base, or exercise price and/or (4) the securities, cash or other property deliverable upon exercise or payment of outstanding awards must be equitably and proportionately adjusted by the plan administrator upon any reclassification, recapitalization, stock split, reverse stock split, merger, combination, consolidation, reorganization, spin-off, split-up, extraordinary dividend distribution in respect of the common stock, any exchange of common stock or other securities of the Company, or any similar, unusual or extraordinary corporate transaction in respect of the common stock. Unless otherwise expressly provided in the applicable award agreement, upon (or, as may be necessary to effect the adjustment, immediately prior to) any change-in-control-type event, the plan administrator shall equitably and proportionately adjust the performance standards applicable to any then-outstanding performance-based awards to the extent necessary to preserve (but not increase) the level of incentives intended by the 2012 Plan and the then-outstanding performance-based awards.
Awards Available for Grant
Awards under the 2012 Plan may be in the form of non-qualified and incentive (qualified) stock options, stock appreciation rights, stock bonuses, restricted stock, performance stock, stock units, phantom stock, dividend equivalents, cash awards, rights to purchase or acquire shares, or similar securities with a value related to our common stock. Awards may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Company or one of its subsidiaries.
Awards under the 2012 Plan generally will not be transferable other than by will or the laws of descent and distribution, though the plan administrator may permit awards to be exercised by and settled, or otherwise transferred, under certain conditions or in the plan administrator’s discretion.

53

Options and Stock Appreciation Rights
Options granted under the 2012 Plan will be subject to the terms and conditions established by the plan administrator in an award agreement. All options granted under the 2012 Plan shall be non-qualified unless the applicable award agreement states that the option is intended to be an incentive stock option. The term of an option or stock appreciation right will generally be ten years (or five years for incentive stock options granted to a 10% shareholder) subject to the 2012 Plan’s and the applicable award agreement’s provisions for earlier expiration upon certain terminations of employment or service.
The exercise price of options and base price of stock appreciation rights will not be less than the fair market value of the common stock at the date of grant; however, incentive stock options granted to a participant who owns shares representing more than 10% of the voting power of all classes of shares of the Company or any subsidiary will have an exercise price that is no less than 110% of the fair market value of our common stock at the date of grant.
Payment of Exercise Price
The purchase or exercise price for an award under the 2012 Plan may be paid by means of any lawful consideration, as determined by the plan administrator, including: services rendered by the award recipient; cash, check, or electronic funds transfer; notice and third party payment; delivery of previously-owned shares of common stock; a reduction in the number of shares otherwise deliverable pursuant to the award; or pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards. Shares of common stock used to satisfy the exercise price of an option will be valued at their fair market value on the date of exercise. The Company will not be obligated to deliver any shares until it receives full payment of the exercise or purchase price therefor and any related withholding obligations and other conditions to exercise or purchase have been satisfied. Unless otherwise expressly provided in an applicable award agreement, the plan administrator may at any time eliminate or limit a participant’s ability to pay the purchase or exercise price of any award by any method other than cash. The plan administrator may provide for the deferred payment of awards and may determine the terms applicable to deferrals.
Section 162(m) Performance-Based Awards
Any of the types of awards granted under the 2012 Plan may be, and options and stock appreciation rights granted to officers and employees typically will be, granted as awards intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code. If the plan administrator determines that an award other than an option or stock appreciation right is intended to be subject to Section 162(m), the plan administrator shall establish performance criteria based on one or more of the following (as applied under generally accepted accounting principles or in the financial reporting of the Company or of its subsidiaries):
earnings per share;
cash flow (which means cash and cash equivalents derived from either net cash flow from operations or net cash flow from operating, financing and investing activities);
stock price;
total stockholder return;
net revenue;
revenue growth;
operating income (before or after taxes);
net earnings (before or after interest, taxes, depreciation and/or amortization);
return on equity or on assets or on net investment;
cost containment or reduction;
property earnings (before interest, taxes, depreciation and/or amortization);
adjusted earnings (before interest, taxes, depreciation and/or amortization);
reduction in corporate expenses;
customer service scores; or
any combination thereof.

Performance-based awards may provide for performance targets to be adjusted to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or other extraordinary events not foreseen at the time the targets were set. The applicable performance measurement period may not be less than three months nor more than 10 years.

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Corporate Transactions
Generally, and subject to limited exceptions set forth in the 2012 Plan, if we dissolve or undergo certain corporate transactions such as a merger, business combination, consolidation, or other reorganization; an exchange of our common stock; a sale of substantially all of our assets; or any other event in which we are not the surviving entity, all awards then-outstanding under the 2012 Plan will become fully vested or paid, as applicable, and will terminate or be terminated in such circumstances, unless the plan administrator provides for the assumption, substitution or other continuation of the award. The plan administrator may also make provision for a cash payment in settlement of awards upon such events. The plan administrator may adopt such valuation methodologies for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, stock appreciation rights or similar rights, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the award.
The plan administrator also has the discretion to establish other change in control provisions with respect to awards granted under the 2012 Plan. For example, the plan administrator could provide for the acceleration of vesting or payment of an award in connection with a corporate event that is not described above and provide that any such acceleration shall be automatic upon the occurrence of any such event.
Amendment; Repricing
Our Board may amend or terminate the 2012 Plan at any time, but no amendment or termination may, without participant consent, impair the rights of such participant in any material respect under any award previously granted. Plan amendments will be submitted to stockholders for their approval as required by applicable law or any applicable listing agency. The 2012 Plan permits the plan administrator, without stockholder approval, to reprice (by amendment or other written instrument) an outstanding stock option or stock appreciation right by reducing the exercise price or base price of the award or cancel, exchange or surrender an outstanding stock option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the award.
Clawback/Forfeiture
Unless an award agreement provides otherwise, in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the securities laws that reduces the amount payable or due in respect of an award under the 2012 Plan that would have been earned had the financial results been properly reported, the award will be cancelled and the participant will forfeit the cash or shares received or payable on the vesting, exercise or settlement of the award and proceeds of the sale, gain or other value realized on the vesting or exercise of the award or the shares of common stock acquired in respect of the award (and the participant may be required to return or pay such shares or amount to the Company). If, after a termination by a participant from employment or services with the Company and its subsidiaries, the plan administrator determines that the Company or any of its subsidiaries had grounds to terminate such participant for “Cause” (as defined in the 2012 Plan), then (1) any outstanding award held by such participant may be cancelled without payment therefor and (2) the plan administrator may require the participant to forfeit and pay over to the Company, on demand, all or any portion of the compensation, gain or other value realized upon the exercise of any option or stock appreciation right, or the subsequent sale of shares of common stock acquired upon exercise of such option or stock appreciation right and the value realized on the vesting, payment or settlement of any other award during the period following the date of the conduct constituting cause. To the extent required by applicable law and/or the rules of any exchange or inter-dealer quotation system on which shares of common stock are listed or quoted, or if so required pursuant to a written policy adopted by the Company (as in effect and/or amended from time to time), awards under the 2012 Plan shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into the 2012 Plan and all outstanding award agreements).
Securities Laws
The 2012 Plan is intended to conform with all of provisions of the Securities Act of 1933, as amended (the “Securities Act”),and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including, without limitation, Rule 16b-3. The 2012 Plan will be administered, and awards will be granted and may be exercised and/or paid, only in such a manner as to conform to such laws, rules and regulations.
U.S. Federal Income Tax Consequences
The following is a general summary of the material U.S. federal income tax consequences of the grant, exercise and vesting of awards under the 2012 Plan and the disposition of shares acquired pursuant to exercise or settlement of such awards and is intended to reflect the current provisions of the Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. This summary assumes

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that all awards described in the summary are exempt from, or comply with, the requirement of Section 409A of the Code. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.
Options
The Code requires that, for treatment of an option as an incentive stock option, shares acquired through exercise of an incentive stock option cannot be disposed of before the later of (1) two years from grant or (2) one year from exercise. Holders of incentive stock options will generally incur no federal income tax liability at the time of grant or exercise. However, the spread at exercise will be an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before the above-mentioned holding periods, the difference between the exercise price and the amount realized upon disposition of the shares will be long-term capital gain or loss. Assuming both holding periods are satisfied, no deduction will be allowed to us for federal income tax purposes in connection with the grant or exercise of the incentive stock option. If the holder of shares acquired through exercise of an incentive stock option disposes of those shares within the holding periods, the participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the fair market value of the share on the exercise date or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by us for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those sections. Finally, if an incentive stock option becomes first exercisable in any year for shares having an aggregate value in excess of $100,000 (based on the grant date value), the portion of the incentive stock option in respect of those excess shares will be treated as a non-qualified share option for federal income tax purposes.
No income will be realized by a participant upon grant of an option that does not qualify as an incentive stock option (“a nonqualified option”). Upon exercise of a non-qualified option, the participant will recognize ordinary compensation income equal to the excess, if any, of the fair market value of the underlying exercised shares over the option exercise price paid at the time of exercise, and the participant’s tax basis will equal the sum of the compensation income recognized and the exercise price. We will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those sections.
In the event of a sale of shares received upon the exercise of a non-qualified option, any appreciation or depreciation after the exercise date generally will be taxed as capital gain or loss and will be long-term gain or loss if the holding period for such shares is more than one year.
Stock Appreciation Rights
No income will be realized by a participant upon grant of a stock appreciation right. Upon exercise, the participant will recognize ordinary compensation income equal to the fair market value of the payment received in respect of the stock appreciation right. We will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those sections.
Restricted Stock
A participant will not be subject to tax upon the grant of an award of restricted stock unless the participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. No election under Section 83(b) of the Code or any similar law shall be made without the prior written consent of the Committee. On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will have taxable compensation equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any, unless the participant made an election under Section 83(b) of the Code to be taxed at the time of grant. If the participant made an election under Section 83(b), the participant will have taxable compensation at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the participant paid for such shares, if any. If the election is made, the participant will not be allowed a deduction for amounts subsequently required to be returned to the Company. (Special rules apply to the receipt and disposition of restricted stock received by officers and directors who are subject to Section 16(b) of the Exchange Act). The Company will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

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Restricted Stock Units
A participant will not be subject to tax upon grant of a restricted stock unit. Rather, upon delivery of shares or cash pursuant to an RSU, the participant will have taxable compensation equal to the fair market value of the number of shares (or the amount of cash) the participant actually receives with respect to the restricted stock unit. The Company will be able to deduct the amount of taxable compensation for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.
Other Stock-Based Awards
In general, a participant will not be subject to tax on the date of grant of other stock-based awards. In general, the compensation that the participant receives pursuant to another stock-based award will be subject to tax on the date that the participant becomes vested in such award at ordinary income tax rates.
Section 162(m)
In general, Section 162(m) of the Code denies a publicly held corporation a deduction for U.S. federal income tax purposes for compensation in excess of $1,000,000 per year per person to its chief executive officer and three other officers whose compensation is required to be disclosed in its proxy statement (excluding the chief financial officer), subject to certain exceptions. The 2012 Plan is intended to satisfy an exception from Section 162(m) with respect to grants of options and stock appreciation rights. In addition, the 2012 Plan is designed to permit certain awards of restricted stocks, stock units and other awards (including cash bonus awards) to qualify under the “performance-based compensation” exception to Section 162(m) of the Code.
New Plan Benefits
On March 23, 2016, the following individuals and groups of individuals received the following grants of equity-based awards authorized by the Board of Directors under the 2012 Plan:
NameTitleRestricted Stock Units Granted (#) Value of Restricted Stock Units Granted ($)
Mark FrissoraPresident and Chief Executive Officer409,091 2,565,001
Eric HessionExecutive Vice President and Chief Financial Officer119,319 748,130
Thomas M. JenkinGlobal President of Destination Markets204,546 1,282,503
Tariq ShaukatExecutive Vice President and Chief Commercial Officer0 0
Timothy DonovanExecutive Vice President, General Counsel and Chief Regulatory and Compliance Officer119,319 748,130
Executive Officers as a Group (12 persons)1,426,085 8,941,553
Non-Executive Directors as a Group (9 persons)51,138 320,635
Non-Executive Employees as a Group (507 persons)3,652,934 22,903,896

All future grants under the 2012 Plan are within the discretion of the plan administrator and the benefits of such grants are, therefore, not determinable.

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Outstanding Awards
The following table shows, as of December 31, 2015, information regarding outstanding awards available under our compensation plans (including individual compensation arrangements) under which our equity securities may be delivered:
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights or vesting of restricted stock units (a) 
Weighted-average exercise price of outstanding options, warrants and rights (b) (1)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) (c) (2)
Equity compensation plans approved by security holders 16,967,654 $12.90 5,218,592
____________________
(1)
The weighted average remaining contractual life for the options set forth in this row is 6.8 years.
(2)
Under the 2012 Incentive Plan, the type and form of awards that can be granted includes, but is not limited to, stock options, stock appreciation rights, restricted stock awards, and restricted stock units.



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PROPOSAL 5 - APPROVAL OF THE SENIOR EXECUTIVE INCENTIVE PLAN

In December 2012, our HRC approved the Caesars Entertainment Corporation 2009 Senior Executive Incentive Plan, as amended and restated (the “Senior Executive Incentive Plan”). The purposes of the Senior Executive Incentive Plan are: 1) to attract and retain highly qualified individuals; 2) to obtain from each the best possible performance; 3) to establish a performance goal based on objective criteria; 4) to further underscore the importance of achieving business objectives for the short and long term; and 5) to include in such individual’s compensation package annual and long-term incentive components which are tied directly to the achievement of those objectives.
Code Section 162(m) requires certain provisions of the Senior Executive Incentive Plan to be submitted to, and approved by, our stockholders in order for compensation attributable to awards made under the Senior Executive Incentive Plan to “covered employees” that are intended to be “performance- based” to be tax deductible by the Company. The approval of the Senior Executive Incentive Plan must receive the affirmative vote of a majority of the votes cast by stockholders present in person or by proxy at the annual meeting and entitled to vote at the annual meeting. Broker non-votes will not affect the outcome of the approval of the Senior Executive Incentive Plan because brokers do not have discretion to cast votes on this proposal without instruction from the beneficial owner of the shares.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE SENIOR EXECUTIVE INCENTIVE PLAN.
Summary of Material Terms of the Senior Executive Incentive Plan
The following is a summary of certain terms and conditions of the Senior Executive Incentive Plan. This summary is qualified in its entirety by reference to the Senior Executive Incentive Plan itself, which was filed as Exhibit 10.90 to our Annual Report on Form 10-K for the period ended December 31, 2012, filed with the SEC on March 15, 2013. The Senior Executive Incentive Plan is attached to this proxy statement as Appendix B.
Eligibility
Eligibility to participate in the Senior Executive Incentive Plan is limited to senior executives of the Company who are or who at some future date may be subject to Section 16 of the Exchange Act, and such other senior executives of the Company designated as eligible for participation by the 162(m) Plan Committee. Participants in the Senior Executive Incentive Plan (“Participants”) are selected annually by the 162(m) Plan Committee from those senior executives who are eligible to participate in the Senior Executive Incentive Plan.
Administration
The Board has the authority to administer the Senior Executive Incentive Plan. The Board or any committee of the Board may delegate some or all authority to another committee.
The Senior Executive Incentive Plan will be administered by a committee consisting solely of two or more outside directors. Our 162(m) Plan Committee performs this role. And, to the extent required by any applicable listing agency, this Senior Executive Incentive Plan shall be administered by a committee composed entirely of “independent directors,” within the meaning of the applicable listing agency.
The 162(m) Plan Committee administers the Senior Executive Incentive Plan. The HRC, the Board or any subcommittee administrating the Senior Executive Incentive Plan is referred to in this summary as the “plan administrator.”
Any decision made or action taken by the 162(m) Plan Committee or the HRC arising out of or in connection with the interpretation or administration of the Senior Executive Incentive Plan is final, conclusive and binding.
Determination of Awards
The plan administrator may grant awards to Participants that are payable if the Company’s EBITDA is positive.
The 162(m) Plan Committee has the authority to exercise discretion in determining the amount of the award granted to each Participant at the beginning of a performance period and to exercise discretion to reduce the amount of an award which shall be payable to each Participant at the end of each performance period, subject to the terms, conditions and limits of the Senior Executive Incentive Plan.

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The 162(m) Plan Committee may at any time establish (and once established, rescind, waive or amend) additional conditions and terms of payment of awards (including but not limited to the achievement of other financial, strategic or individual goals, which may be objective or subjective) as it deems desirable in carrying out the purposes of the Senior Executive Incentive Plan and may take into account such other factors as it deems appropriate in administering any aspect of the Senior Executive Incentive Plan. However, the 162(m) Plan Committee does not have authority to increase the amount of an award granted to any Participant or to pay an award under the Senior Executive Incentive Plan in excess of the maximum targeted bonus set forth above. In determining the amount of any award to be granted or to be paid to any Participant, the 162(m) Plan Committee must give consideration to the contribution which may be or has been made by the Participant to achievement of the Company’s established objectives and such other matters as it deems relevant.
Payment of Awards
Awards are paid no later than 2 ½ months following the end of the performance period with respect to which the award has been granted. Following the end of the performance period the 162(m) Plan Committee certifies in writing that (a) the amount payable in respect of such award does not exceed 0.5% of the Company’s EBITDA and (b) the amount payable to a Participant in respect of such award does not exceed the amount of the maximum targeted award granted to the Participant at the beginning of the performance period.
The payment of an award to a Participant with respect to any performance period is conditioned upon the Participant’s employment with the Company on the last day of the performance period. However, the 162(m) Plan Committee may, in its discretion, pay awards to Participants who have retired or whose employment has terminated after the beginning of the period for which an award is made, or to the designee or estate of a Participant who died during such period to the extent permitted by Section 162(m) of the Code. Participants nevertheless do not have the right to receive any payment upon retirement or other termination of employment, and such award, if any, will be made at the sole discretion of the 162(m) Plan Committee and no payment shall be made if the Company’s EBITDA is not positive.
Maximum Award
The maximum aggregate amount of any award payable to any Participant for any single fiscal year of the Company is 0.5% of the Company’s EBITDA for such period.
Term of Senior Executive Incentive Plan
If the Senior Executive Incentive Plan is not approved by stockholders, no awards will be earned or paid under the Senior Executive Incentive Plan in respect of fiscal year 2016 performance to individuals who are “covered employees” under Section 162(m) of the Code. The 162(m) Plan Committee retains the authority to pay discretionary bonuses or other types of compensation outside of the Senior Executive Incentive Plan; however, such bonuses will not qualify as deductible “performance-based compensation” within the meaning of Section 162(m) of the Code. The Senior Executive Incentive Plan will remain in effect until it is terminated by the 162(m) Plan Committee.
Amendment and Termination
The 162(m) Plan Committee may amend the Senior Executive Incentive Plan from time to time or repeal it entirely. The 162(m) Plan Committee may direct the discontinuance of awards either temporarily or permanently. However, no amendment to the Senior Executive Incentive Plan that (1) changes the maximum award payable to any Participant, (2) materially amends the definition of the Company’s EBITDA or (3) changes the criteria for being a Participant may become effective without stockholder approval.
Summary of Federal Income Tax Consequences
Under present federal income tax law, participants will generally recognize ordinary income equal to the amount of the award received in the year of receipt. That income will be subject to applicable income and employment tax withholding by the Company. If, and to the extent that, the Senior Executive Incentive Plan payments satisfy the requirements of Section 162(m) of the Code and otherwise satisfy the requirements for deductibility under federal income tax law, we will receive a deduction for the amount constituting ordinary income to the participant.
New Plan Benefits
We cannot determine at this time the actual awards that will be paid under the Senior Executive Incentive Plan, as awards will depend upon the Participants in any given year, the bonus amounts that may be earned by them as determined by the 162(m) Plan Committee in any given year and our actual performance.

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In March 2016, our HRC approved a cash incentive bonus plan to reward 2016 fiscal year performance of designated executive officers, the terms of which are pursuant to the Senior Executive Incentive Plan. If this Proposal 5 to approve the Senior Executive Incentive Plan is not approved by our stockholders, no payments will be made under the Senior Executive Incentive Plan to individuals who are “covered employees” (as defined under Section 162(m) of the Code) (it being understood that the 162(m) Plan Committee retains the authority to pay discretionary bonuses or other types of compensation outside of the Senior Executive Incentive Plan; however, such bonuses will not qualify as deductible “performance-based compensation” within the meaning of Section 162(m) of the Code).
However, if this Proposal 5 is approved by our stockholders (for “covered employees”), and the established fiscal year 2016 goals are achieved under the 2016 Executive Annual Incentive Plan, designated participants may earn a maximum bonus award equal to two times target bonus of their annual bonus target, which potential maximum amounts are set forth in the table below for: (1) the named executive officers identified in the “Summary Compensation Table” contained in this proxy statement, and (2) all current executive officers as a group. No directors or other employees are eligible to participate in our Senior Executive Incentive Plan.
Fiscal Year 2016 Bonus Awards that May Be Earned under the Senior Executive Incentive Plan
Name Title Maximum Bonus Award ($)
Mark Frissora President and Chief Executive Officer $5,400,000
Gary Loveman* Chairman 3,250,000
Eric Hession Executive Vice President and Chief Financial Officer 1,050,000
Thomas M. Jenkin Global President of Destination Markets 1,800,000
Tariq Shaukat Executive Vice President and Chief Commercial Officer 1,050,000
Timothy Donovan Executive Vice President, General Counsel and Chief Regulatory and Compliance Officer 1,050,000
All Participants (13 Persons)   18,416,451
____________________
* Mr. Loveman is eligible for a 2016 bonus at target.





61

AUDIT MATTERS
Services provided to the Company and its subsidiaries by Deloitte & Touche LLP for the year ended December 31, 2015 are described below.
Fees and Services
The following table summarizes the aggregate fees paid or accrued by the Company to Deloitte & Touche LLP during 2015 and 2014:
(In thousands) 2015 2014
Audit Fees (a)
 $14,684.1
 $31,657.2
Audit-Related Fees (b)
 439.5
 3,919.1
Tax Fees (c)
 587.7
 821.6
Other 362.3
 —
Total $16,073.6
 $36,397.9
____________________
(a)
Audit Fees—Fees for audit services billed in 2015 and 2014 consisted of: 
Audit of the Company’s annual financial statements, including the audits of the various subsidiaries conducting gaming operations as required by the regulations of the respective jurisdictions;
Sarbanes-Oxley Act, Section 404 attestation services;
Reviews of the Company’s quarterly financial statements; and
Comfort letters, statutory and regulatory audits, consents, and other services related to SEC matters.
Audit fees in 2015 include $5.5 million related to Growth Partners, which is a variable interest entity consolidated by the Company. Although these amounts are included in the consolidated financial statements of the Company, the Audit Committee of CAC retains approval authority over fees incurred related to Growth Partners. Audit fees in 2014 include $12.2 million related to Caesars Entertainment Operating Company, Inc.
(b)
Audit-Related Fees—Fees for audit-related services billed in 2015 and 2014 consisted of:
Quarterly revenue and compliance audits performed at certain of our properties as required by state gaming regulations;
Internal control reviews; and
Agreed-upon procedures engagements.
(c)
Tax Fees—Fees for tax services paid in 2015 and 2014 consisted of tax compliance and tax planning and advice:
Fees for tax compliance services totaled $216,307 and $698,374 in 2015 and 2014, respectively. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute, and obtain government approval for amounts to be included in tax filings and consisted of:
i.Federal, state, and local income tax return assistance;
ii.Requests for technical advice from taxing authorities; and
iii.Assistance with tax audits and appeals.
Fees for tax planning and advice services totaled $371,114 and $123,188 in 2015 and 2014, respectively. Tax planning and advice are services rendered with respect to proposed transactions or that alter a transaction to obtain a particular tax result. Such services consisted of:
i.Tax advice related to structuring certain proposed mergers, acquisitions, and disposals;
ii.Tax advice related to the alteration of employee benefit plans; and
iii.Tax advice related to an intra-group restructuring.


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    2015 2014
Ratio of Tax Planning and Advice Fees to Audit Fees, Audit-Related Fees, and Tax Compliance Fees 0.024:1 0.003:1

Independent Registered Public Accounting Firm’s Independence
In considering the nature of the services provided by the independent auditor, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with the independent auditor and Company management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

Policy on Audit Committee Pre-Approval
The services performed by Deloitte & Touche LLP in 2015 and 2014 were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee at its February 26, 2003 meeting. This policy describes the permitted audit, audit-related, tax, and other services that Deloitte & Touche may perform. Any requests for audit services must be submitted to the Audit Committee for specific pre-approval and cannot commence until such approval has been granted. Except for such services which fall under the de minimis provision of the pre-approval policy, any requests for audit-related, tax, or other services also must be submitted to the Audit Committee for specific pre-approval and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings. However, the authority to grant specific pre-approval between meetings, as necessary, has been delegated to the Chairperson of the Audit Committee. The Chairperson must update the Audit Committee at the next regularly scheduled meeting of any services that were granted specific pre-approval.
In addition, although not required by the rules and regulations of the SEC, the Audit Committee generally requests a range of fees associated with each proposed service. Providing a range of fees for a service incorporates appropriate oversight and control of the independent auditor relationship, while permitting the Company to receive immediate assistance from the independent auditor when time is of the essence.
The policy contains a de minimis provision that operates to provide retroactive approval for permissible non-audit, tax, and other services under certain circumstances. The provision allows for the pre-approval requirement to be waived if all of the following criteria are met:
1.The service is not an audit, review, or other attest service;
2.The estimated fees for such services to be provided under this provision do not exceed a defined amount of total fees paid to the independent auditor in a given fiscal year;
3.Such services were not recognized at the time of the engagement to be non-audit services; and
4.Such services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee or its designee.
No fees were approved under the de minimis provision in 2015 or 2014.

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AUDIT COMMITTEE REPORT

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act, of 1934, except to the extent the Company specifically incorporates this Report by reference therein.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the audited financial statements with management and the independent registered public accounting firm. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 16 (Communication with Audit Committees), as adopted by the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Audit and Compliance Committee has received from the independent registered public accounting firm the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm'sfirm’s communications with the Audit Committee concerning independence, and has discussed with it the firm'sindependent registered public accounting firm, the firm’s independence from the Company and its management. The Audit Committee has considered whether the independent registered public accounting firm'sfirm’s provision of nonauditnon-audit services to us is compatible with its independence.

The Audit Committee discussed with our internal auditors and the independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and the independent registered public accounting firm, with and without management present, to discuss the results of the audit of the financial statements, the audit of the effectiveness of our internal control over financial reporting, our progress in assessing the effectiveness of our internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002, and the overall quality of our financial reporting, and reports to the Board of Directors on its findings.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, the inclusion of the Company’s audited financial statements in our 2018 Annual Report for filing with the Securities and Exchange CommissionCommission.

John Dionne
Chair		Thomas BenningerDenise ClarkJames Nelson

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Table of our AnnualContents

AUDIT-RELATED MATTERS

POLICY ON AUDIT COMMITTEE PRE-APPROVAL

All services performed by Deloitte & Touche LLP in 2018 and 2017 were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee at its February 26, 2003 meeting. This policy describes the permitted audit, audit-related, tax, and other services that Deloitte & Touche LLP may perform. Any requests for audit services must be submitted to the Audit Committee for specific pre-approval and cannot commence until such approval has been granted. Except for such services which fall under thede minimisprovision of the pre-approval policy, any requests for audit-related, tax, or other services also must be submitted to the Audit Committee for specific pre-approval and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings. However, the authority to grant specific pre-approval between meetings, as necessary, has been delegated to the chairman of the Audit Committee. The chairman must update the Audit Committee at the next regularly scheduled meeting of any services that were granted specific pre-approval.

In addition, although not required by the rules and regulations of the SEC, the Audit Committee generally requests a range of fees associated with each proposed service. Providing a range of fees for a service incorporates appropriate oversight and control of the independent auditor relationship, while permitting the Company to receive immediate assistance from the independent auditor when time is of the essence.

The policy contains ade minimisprovision that operates to provide retroactive approval for permissible non-audit, tax, and other services under certain circumstances.

The provision allows for the pre-approval requirement to be waived if all of the following criteria are met:

1.the service is not an audit, review, or other attest service;
2.the estimated fees for such services to be provided under this provision do not exceed a defined amount of total fees paid to the independent auditor in a given fiscal year;
3.

such services were not recognized at the time of the engagement to be non-audit services; and

4.such services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee or its designee.

No fees were approved under thede minimisprovision in 2018 or 2017.

FEES PAID TO AUDITORS

The following table summarizes the aggregate fees paid or accrued by the Company to Deloitte & Touche LLP during 2018 and 2017:

(IN THOUSANDS)2018
($)		2017
($)
Audit Fees(1)   14,037.915,447.1
Audit-Related Fees(2)860.7   913.0
Tax Fees(3)414.4387.4
All Other Fees(4)165.6—
Total15,478.616,747.5

(1)Audit Fees include:
●Audit of the Company’s annual financial statements, including the audits of the various subsidiaries’ financial statements, including those of gaming operations as required by the regulations of the respective jurisdictions;
●Sarbanes-Oxley Act, Section 404 attestation services;
●Reviews of the Company’s quarterly financial statements;
●Consultations related to accounting and reporting standards;
●Consents and other services related to SEC matters and debt offerings;
●Related out-of-pocket expenses.

2019 PROXY STATEMENT59

Table of Contents

AUDIT-RELATED MATTERS

(2)Audit-Related Fees include:
●Quarterly revenue and compliance audits performed at certain of our properties as required by state gaming regulations;
●Agreed-upon procedures engagements;
●Related out-of-pocket expenses.
(3)Tax Fees include:
●Fees for tax compliance services totaled $5,000 and $27,000 in 2018 and 2017, respectively. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute, and obtain government approval for amounts to be included in tax filings and consisted of:
i.Foreign income tax return assistance;
ii.Requests for technical advice from taxing authorities; and
iii.Assistance with tax audits and appeals.
●Fees for tax-planning and advice services totaled $320,000 and $361,000 in 2018 and 2017, respectively. Tax-planning and advice are services rendered with respect to proposed transactions or that alter a transaction to obtain a particular tax result. Such services consisted of:
i.Tax advice related to applicability of repairs and maintenance deductions;
ii.Tax advice related to review of tax provision software processes;
iii.Tax advice related to applicability of repairs and maintenance deductions;
iv.Tax advice related to research and development activities and expenditures related to IRC Section 41;
v.Tax advice related to cost segregation services;
vi.Tax advice related to transfer pricing; and
vii.Tax advice related to an intragroup restructuring.
●Ratio of Tax planning and Advice Fees to Audit Fees, Audit-Related Fees, and Tax Compliance Fees:
●2018 0.021:1
●2017 0.022:1
(4)All Other Fees include:
●Fees for advice related to our enterprise risk management assessment and other general policies and procedures.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S INDEPENDENCE

In considering the nature of the services provided by the independent registered public accounting firm, the Audit Committee discussed these services with the independent registered public accounting firm and Company management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants. The Audit Committee determined that such services are compatible with the provision of independent audit services.

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PROPOSAL 5 - AMENDMENT TO THE COMPANY’S CHARTER TO ENABLE SHAREHOLDERS TO CALL SPECIAL MEETINGS

PROPOSAL
5

To Approve a Proposed Amendment to the Company’s Charter to Enable Shareholders Who Beneficially Own at Least 15% of the Company’s Outstanding Common Stock to Call Special Meetings

✓The Board of Directors recommends that shareholders vote FOR the amendment to the Company’s Charter to enable shareholders who beneficially own at least 15% of the Company’s outstanding common stock to call special meetings.

In accordance with the Director Nomination Agreement, the Company is asking shareholders to approve an amendment (the “Special Meeting Charter Amendment”) to the Company’s Charter to permit shareholders of record who beneficially own, in the aggregate, at least 15% of the Company’s outstanding common stock to call a special meeting of shareholders. The description in this proxy statement of the proposed Special Meeting Charter Amendment is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the proposed Special Meeting Charter Amendment, which is attached to this proxy statement as Annex A.

The ability of shareholders to call special meetings is increasingly considered an important aspect of good corporate governance. While the Board recognizes that providing a shareholder right to call special meetings is consistent with corporate governance best practices, the Board also believes that special meetings of shareholders should be extraordinary events that are held only when strategic concerns or other similar considerations require that the matters to be addressed not be delayed until the next annual meeting. Moreover, because special meetings are expensive and time-consuming for the Company and potentially disruptive to its normal business operations, the Board believes that a small percentage of shareholders should not be entitled to utilize the right to call a special meeting for their own interests, which may not be shared by the majority of the Company’s shareholders. The Board will continue to have the ability to call special meetings of the shareholders in other instances when they determine is appropriate.

In light of these considerations, the Board believes that establishing an ownership threshold of at least 15% for shareholders to call a special meeting achieves a reasonable balance between enhancing shareholder rights and adequately protecting the long-term interests of the Company and its shareholders. The Board believes that an ownership threshold of at least 15% is appropriate based on the Company’s current size and shareholder composition, as it would provide the Company’s shareholders with a meaningful right to request a special meeting, while mitigating the risk that corporate resources are wasted to serve the narrow self-interests of a few minority shareholders.

The Board has approved amendments to the by-laws to permit shareholders of record who hold, in the aggregate, at least 15% of the Company’s outstanding common stock to call a special meeting of shareholders. A complete copy of the amendment to the by-laws of the Company is filed as Exhibit 3.1 to the Company’s Current Report on Form 10-K8-K filed with the SEC on March 1, 2019 and is incorporated herein by reference.

The Board has determined that the Special Meeting Charter Amendment is advisable and in the best interests of the Company and its shareholders and has directed that it be submitted to the Company’s shareholders for approval. An affirmative vote of the holders of at least two-thirds of the outstanding shares of the Company’s common stock entitled to vote at the 2019 annual meeting is required to adopt the Special Meeting Charter Amendment. If approved, the Special Meeting Charter Amendment would become effective upon the filing of the Special Meeting Charter Amendment with the Secretary of State of the State of Delaware. The Board currently plans to file the Special Meeting Charter Amendment as soon as reasonably practicable after receiving approval from the Company’s shareholders.

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PROPOSAL 6 - AMENDMENT TO THE COMPANY’S CHARTER TO RESTRICT THE COMPANY’S ABILITY TO ADOPT ANY “RIGHTS PLAN” OR “POISON PILL”

PROPOSAL
6

To Approve a Proposed Amendment to the Company’s Charter to Restrict the Company’s Ability to Adopt Any “Rights Plan” or “Poison Pill”

✓The Board of Directors recommends that shareholders vote FOR the amendment to the Company’s Charter to restrict the Company’s ability to adopt any “Rights Plan” or “Poison Pill.”

In accordance with the Director Nomination Agreement, the Company is asking shareholders to approve an amendment (the “Rights Plan Charter Amendment”) to the Company’s Charter that would impose certain restrictions on the Company’s ability to adopt any “rights plan,” “poison pill” or similar plan, agreement or device (a “Rights Plan”). The description in this proxy statement of the proposed Rights Plan Charter Amendment is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the proposed Rights Plan Charter Amendment, which is attached to this proxy statement as Annex B.

Rights Plans are adopted for the year ended December 31, 2015.purpose of making a takeover prohibitively expensive for a potential acquirer. Customarily, a Rights Plan will provide that the company issue a large number of new shares of capital stock, often preferred stock, to existing shareholders other than the potential acquirer when the potential acquirer has acquired a certain percentage of the outstanding stock – typically 10-20%. The newly issued shares customarily have harsh exchange and/or conversion features that would cause an immediate dilution of the target company’s outstanding common stock to the detriment of the potential acquirer. Because of these severe exchange and/or conversion features, customarily a potential acquirer will not acquire a number of shares that would trigger the Rights Plan and would instead negotiate with the board of directors of the target company to amend the Rights Plan so that it will not apply to the acquirer’s attempt to take over the target company or terminate the Rights Plan. Customarily, the board of directors of a target company will use the Rights Plan as leverage to attempt to negotiate a higher acquisition price for the benefit of shareholders. Critics of Rights Plans argue that such plans can protect ineffective management, undermine accountability and discourage takeovers that would be beneficial to shareholders.

The Rights Plan Charter Amendment provides that, so long as the Icahn Group has a “net long” position, as defined in the Director Nomination Agreement, in at least 3% of the total outstanding shares of the Company’s common stock, the Board shall not adopt a Rights Plan with a beneficial ownership triggering threshold below 20% (or, with respect to a person or “group” (as defined under Section 13(d) of the Exchange Act) who has a binding written agreement in place with the Company specifying that such person is restricted from acquiring common shares that, together with all other common shares beneficially owned by such person at such time, represent an aggregate beneficial ownership percentage of more than 20% of the then-outstanding common shares, the threshold specified in such agreement); provided, that, subject to specified conditions, the Board may adopt a Rights Plan with a lower beneficial ownership triggering threshold to protect the Company’s net operating losses. As a result of the foregoing parenthetical, if the Board adopts a Rights Plan when the Director Nomination Agreement remains in effect, the lowest beneficial ownership triggering threshold applicable to the Icahn Group would be 28%. The Rights Plan Charter Amendment also requires that if the Board adopts a Rights Plan, such Rights Plan must be put to a vote of shareholders within 135 days of the date of such adoption or it will automatically terminate.

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PROPOSAL 6 - AMENDMENT TO THE COMPANY’S CHARTER TO RESTRICT THE COMPANY’S ABILITY TO
ADOPT ANY “RIGHTS PLAN” OR “POISON PILL”

The Board has approved amendments to the by-laws to provide for the Rights Plan restrictions discussed above. A complete copy of the amendments to the by-laws of the Company is filed as Exhibit 3.1 to the Company’s Current Reports on Form 8-K filed with the SEC on March 1, 2019 and March 29, 2019 and is incorporated herein by reference.

The Board has determined that the Rights Plan Charter Amendment is advisable and in the best interests of the Company and its shareholders and has directed that it be submitted to the Company’s shareholders for approval. An affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote at the 2019 annual meeting is required to adopt the Rights Plan Charter Amendment. If approved, the Rights Plan Charter Amendment would become effective upon the filing of the Rights Plan Charter Amendment with the Secretary of State of the State of Delaware. The Board currently plans to file the Rights Plan Charter Amendment as soon as reasonably practicable after receiving approval from the Company’s shareholders.

2019 PROXY STATEMENT63

Christopher Williams, Chair
Fred Kleisner
Lynn Swann

April 14, 2016Table of Contents





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OTHER MATTERS

INFORMATION

OTHER BUSINESS

We are not aware of any matters other than those discussed in the foregoing materials contemplated for action at the annual stockholders meeting. The persons named in the proxy card will vote in accordance with the recommendation of the Board of Directors on any other matters incidental to the conduct of, or otherwise properly brought before, the annual meeting of stockholders.meeting. The proxy card contains discretionary authority for them to do so.


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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Related Party Transaction Policy

RELATED PARTY TRANSACTION POLICY

Our Board has a written related party transaction policy and procedures which give our Audit Committee the power to approve or disapprove potential related party transactions of our directors and executive officers, their immediate family members, and entities where theythat hold a 5% or greater beneficial ownership interest.interest in the Company. The Audit Committee is charged with reviewing all relevant facts and circumstances of a related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm's lengtharm’s-length dealings with an unrelated third party and the extent of the person'sperson’s interest in the transaction.

The policy has pre-approved the following related party transactions:

compensation to an executive officer or director that is reported in the Company's public filings and has been approved or recommended to the Board of Directors for approval by the HRC or the 162(m) Plan Committee;
transactions where the interest arises only from (a) the person's position as a director on the related party's board; (b) direct or indirect ownership of less than 5% of the related party; or (c) the person's position as a partner with the related party and all other related parties, in the aggregate, have an interest of less than 5% interest and is not the general partner of and does not have another position in the partnership;
transactions involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar services;
any transaction where the related party's interest arises solely from the ownership of any class of the Company's securities and all holders of that class of the Company's securities receive the same benefit on a pro rata basis; and
any transaction involving a related party where the rates or charges involved are determined by competitive bids.

●Compensation to an executive officer or director that is reported in the Company’s public filings and has been approved or recommended to the Board for approval by the Compensation Committee;
●Transactions where the interest of the related party arises only from (a) the related party’s position as a director on the board of another corporation that is a party to the transaction; (b) direct or indirect ownership by the related party and all other related parties, in the aggregate, of less than 5% of the another person (other than a partnership) which is a party to the transaction; or (c) the related party’s position as a partner in a partnership in which all related parties, in the aggregate, have an interest of less than 5% and the related party is not the general partner of and does not have another position in the partnership;
●Transactions involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar services;
●Any transaction where the related party’s interest arises solely from the ownership of any class of the Company’s securities and all holders of that class of the Company’s securities receive the same benefit on a pro rata basis; and
●Any transaction involving a related party where the rates or charges involved are determined by competitive bids.

A related party transaction is defined as a transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000, and in which any related party had, has or will have a direct or indirect interest.

We also have a Special Committee comprisedRELATED PARTY TRANSACTIONS INVOLVING THE SPONSORS

BACKGROUND
From 2008 until October 6, 2017 (the “Emergence Date”), the Company was controlled by the affiliates of Messrs. Kleisner, SwannApollo Global Management, LLC (together with such affiliates, “Apollo”) and Williams.  The Special Committee was originally established in 2013affiliates of TPG Capital, LP (together with such affiliates, “TPG” and, together with Apollo, the purpose“Sponsors”), which held approximately 60% of the Special Committee is to evaluate, review, determineCompany’s common stock. On January 15, 2015, the fairness of and negotiate or reject transactions involving the Company and its subsidiaries or affiliates, on the one hand, and other persons or entities related to or affiliates with any of them, on the other hand.  The Special Committee also reviews and participates in various activities with respect to the various bankruptcy and litigation proceedings relating to the restructuring and reorganization of CEOC.

Background
The following discussion reflects our relationships and related party transactions entered into in connection with the Acquisition (as further described above under “Commonly Asked Questions and Answers About the Annual Meeting”) or the Initial CGP Transactions (as further described below under “- Certain Relationships and Related Party Transactions - Agreements with Caesars Acquisition Company and its Subsidiaries”) and all other related party transactions since January 1, 2015. Each of CAC and CEC is under the control of Hamlet Holdings, the members of which are comprised of individuals affiliated with each of the Sponsors. Eric Press, David Sambur and Marc Rowan, each members of the Board, are affiliated with Apollo, and David Bonderman and Kelvin Davis, each members of the Board, are affiliated with TPG. Caesars Interactive Entertainment, Inc. (“CIE”) and Caesars Growth Partners, LLC (“Growth Partners”) are each subsidiaries of CAC (and CEC also holds an interest in Growth Partners).Company’s majority owned subsidiary, Caesars Entertainment Operating Company, Inc. (“CEOC”CEOC,” which

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OTHER INFORMATION

includes its successor, CEOC LLC), and various of its subsidiaries (collectively, the “Debtors”) isfiled for bankruptcy protection. On the Emergence Date, the Debtors completed their reorganization and emerged from bankruptcy. Due to a majority owned subsidiaryreduction in the Sponsors’ ownership percentage in the Company starting on the Emergence Date, the Company ceased to be controlled by the Sponsors. However, in 2018 both Apollo and TPG continued to beneficially own in excess of CEC. CES is a joint venture among CEOC, Caesars Entertainment Resort Properties LLC (“CERP”), a subsidiary of CEC, and Caesars Growth Properties Holdings, LLC ("CGPH"), an indirect, wholly-owned subsidiary of Growth Partners. Certain5% of our executive officersoutstanding common stock, except that TPG ceased beneficially owning in excess of 5% of our stock on May 17, 2018. Accordingly, we describe herein certain transactions between us and directors hold equity interests in CEC, CAC, CIE and CEOC.

Transactions with Related Persons
Hamlet Holdings Operating Agreement
All holders of Hamlet Holdings' equity securities are parties to Hamlet Holdings' limited liability company operating agreement. The operating agreement provides, among other things, for the various responsibilities of the members. The members include Leon Black, Joshua Harris, and Marc Rowan, each of whom is affiliated with Apollo (the “Apollo Members”), and David

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Bonderman, and James Coulter, each of whom is affiliated with TPG (the “TPG Members” and, together with the Apollo Members, the “Members”). The Members have the full and exclusive right to manage Hamlet Holdings, and the consent of at least one Apollo Member and one TPG Member is required for all decisions by or on behalf of Hamlet Holdings. The operating agreement also contains customary indemnification rights.
Stockholders' Agreement
In connection with the Acquisition, Hamlet Holdings, the Sponsors and certain of their affiliates, the co-investors,between us and certain of their affiliates entered into a stockholders' agreement with the Company (the "Stockholders' Agreement"). The Stockholders' Agreement contains, among other things, the agreement among the stockholders to restrict their ability to transfer stockportfolio companies of the Company, as well as rights of first refusal, tag-along rights and drag-along rights. Pursuant to the Stockholders' Agreement, certain of the stockholders have, subject to certain exceptions, preemptive rights on future offerings of equity securities by the Company. The Stockholders' Agreement also provides the stockholders with certain rights with respect to the approval of certain matters and the designation of nominees to serve on the Board, as well as registration rights of securities of the Company that they own.
Following the Acquisition, our Board was initially comprised of at least nine directors, (i) four of whom were designated by the Apollo Members and (ii) four of whom were designated by the TPG Members, and (iii) one of whom is the chairman. As ownership in us by either of the Sponsors decreases, the Stockholders' Agreement provides for the reduction in the number of directors the respective Members can designate.
Pursuant to the Stockholders' Agreement, approval of our Board and at least two directors (one designated by Apollo Members and one designated by TPG Members) is required for various transactions by us, including, among other things, our liquidation, dissolution, merger, sale of all or substantially all of our assets as well as the issuance of our securities in connection with certain acquisitions and joint ventures.
Management Investor Rights Agreement
In connection with the Acquisition, the Company entered into a Management Investor Rights Agreement, as amended (the "MIRA"), with certain holders of securities of the Company, including certain members of management of the Company. The agreement governs certain aspects of the Company's relationship with its management security holders. The agreement, among other things:
allows the Sponsors to require management security holders to participate in sale transactions in which the Sponsors sell more than 40%may be deemed to have an indirect material interest. The Sponsors fully divested their respective interests in us in March 2019.

REGISTRATION RIGHTS AGREEMENT
Prior to the Sponsors’ full divesture of their shares of common stock;

allows management security holders to participate in sale transactions in which the Sponsors sell shares of common stock, subject to certain exceptions;
allows management security holders to participate in registered offerings in which the Sponsors sell their shares of common stock, subject to certain limitations;
allows management security holders to require the Company to repurchase shares of common stock upon termination of employment without cause or for good reason; and
allows the Company to repurchase, subject to applicable laws, all or any portion of the Company's common stock held by management security holders upon the termination of their employment with the Company or its subsidiaries, in certain circumstances.
On May 6, 2013, the Company amended the MIRA to provide that shares of the Company's common stock issued upon exercise of an award granted under the Company's Management Equity Incentive Plan and/or 2012 Performance Incentive Plan are not subject to the terms and provisions of the MIRA, including, but not limited to, the restrictions on transfer set forth in the MIRA. 
The agreement will terminate upon the earliest to occur of the dissolution of Hamlet Holdings or the occurrence of any event that reduces the number of security holders to one.

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Services Agreement
Upon the completion of the Acquisition, the Sponsors and their affiliates entered into a services agreement with us relating to the provision of certain financial and strategic advisory services and consulting services. We reimburse the Sponsors for expenses they incur related to these management services. We historically paid a monitoring fee for management services of $7.5 million each quarter, however, the Sponsors granted a waiver of the monitoring fees due for 2015 and 2016. In 2015, we reimbursed the Sponsors $20 million in expenses incurred. Also, under the services agreement, the Sponsors have the right to act, in return for additional fees based on a percentage of the gross transaction value, as our financial advisor or investment banker for any merger, acquisition, disposition, financing or the like if we decide we need to engage someone to fill such a role. We have agreed to indemnify the Sponsors and their affiliates and their directors, officers and representatives for losses relating to the services contemplated by the services agreement and the engagement of affiliates of the Sponsors pursuant to, and the performance by them of the services contemplated by, the services agreement.
Proxy
All shares of Caesars held by funds affiliated with and controlled by the Sponsors and their co-investors were made subject to a proxy in favor of Hamlet Holdings effective as of November 22, 2010. The proxy, which is irrevocable, granted Hamlet Holdings sole voting and dispositive control over all such shares. The members of Hamlet Holdings are comprised of an equal number of individuals affiliated with each of the Sponsors. As of the Record Date, 60.1% of Caesars' outstanding common stock is subject to the proxy in favor of Hamlet Holdings.
Agreements with Caesars Acquisition Company and its Subsidiaries

For information with respect to CAC and its Class A common stock, you may refer to the annual and quarterly reports
and other information that CAC files with the SEC. CAC’s filings are available to the public from commercial document
retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Contribution Transaction
On October 21, 2013, (i) CAC, the Company and Growth Partners consummated the Contribution Transaction (as defined below), (ii) affiliates of the Sponsors exercised their basic subscription rights in full to purchase $457.8 million worth of CAC's Class A common stock and CAC used such proceeds to acquire all of the voting units of Growth Partners, and (iii) Growth Partners used the proceeds to consummate the Purchase Transaction (as defined below, and together with the Contribution Transaction, the “Initial CGP Transactions”). In connection with the consummation of the Initial CGP Transactions, we contributed all of our shares of CIE's outstanding common stock held by one of our subsidiaries and approximately $1.1 billion in aggregate principal amount of senior notes (the “CEOC Notes”) previously issued by CEOC that were owned by another one of our subsidiaries in exchange for non-voting units of Growth Partners (collectively, the “Contribution Transaction”). Additionally, on October 21, 2013, Growth Partners used $360.0 million of proceeds received from CAC to purchase from subsidiaries of the Company (i) the Planet Hollywood Resort and Casino Located in Las Vegas, Nevada, (ii) CEC’s joint venture interests in a casino then under development by CBAC Gaming, LLC (the “Maryland Joint Venture”) in Baltimore, Maryland, and (iii) a 50% interest in the management fee revenues for both of those properties (collectively, the “Purchase Transaction”). Various agreementsus, we were executed in connection with the Initial CGP Transactions. Also on October 21, 2013, CEC distributedparty to its stockholders as of October 17, 2013 subscription rights to purchase shares of CAC Class A common stock in connection with a rights offering (the “Rights Offering”). The Rights Offering closed on November 18, 2013 and CAC Class A common stock began trading on the NASDAQ Global Select Market under the symbol “CACQ” on November 19, 2013.
Omnibus Voting Agreement
In connection with the Contribution Transaction, on October 21, 2013 Hamlet Holdings, affiliates of the Sponsors and their co-investors, CAC and the Company entered into a voting rights agreement (the “Omnibus Voting Agreement”) pursuant to which, in the event that any meeting of the stockholders of either the Company or CAC is called to seek approval for any action in connection with the Call Right (as defined below), such parties agree to appear at any such meeting and otherwise cause the shares under its beneficial ownership to be voted in favor of granting any such approval required or necessary for consummation of the Call Right (other than the election to require the Company to acquire CAC’s Class A common stock in lieu of voting units of Growth Partners) and pursuant to which some of the parties provide for certain rights and obligations of such parties with respect to their ownership of the CAC Class A common shares. The Omnibus Voting Agreement also contains, among other things, the agreement among such parties to restrict their ability to transfer stock of CAC, as well as rights of first refusal, tag-along rights and drag-along rights. The Omnibus Voting Agreement also provides the parties with certain rights with respect to the approval of certain matters and the designation of nominees to serve on CAC’s Board of Directors.

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CGP LLC Operating Agreement
CAC and certain subsidiaries of the Company are parties to an amended and restated limited liability company agreement (the “CGP Operating Agreement”) of Growth Partners under which CAC manages and operates the business and affairs of Growth Partners as the managing member and sole holder of its voting units, and may request certain back-office and advisory services from CEOC under the CGP Management Services Agreement (as defined below). Approval by the CAC board of directors is required to approve certain significant corporate actions at Growth Partners, including, among other things, liquidation or dissolution; merger, consolidation or sale of all or substantially all of the assets; acquisitions or investments outside of the ordinary course of business; and material amendments to the CGP Operating Agreement.
All of the holders of Growth Partners’ units will be entitled to share equally in any distributions that CAC, as managing member, may declare from legally available sources, subject to the distribution waterfall in connection with a liquidation, a partial liquidation or sale of material assets. All of the holders of units will also be entitled to receive quarterly cash tax distributions (other than in connection with a liquidation or certain partial liquidations). The Call Right, the liquidation right held by CAC and the development of ongoing business opportunities are further described below.
The management, operation and power of Growth Partners is vested exclusively in CAC and independent of the Company; provided, however, that the CGP Operating Agreement contains certain provisions requiring CAC to cause Growth Partners to interact with the Company on an arm’s length basis.
Call Right
As set forth in CAC’s Certificate of Incorporation and the CGP Operating Agreement, after the third anniversary of the closing of the Initial CGP Transactions, the Company and/or its subsidiaries will have the right, which it may assign to any of its affiliates or to any transferee of all non-voting units of Growth Partners held by the Company and which only may be exercised under certain circumstances as described below, to acquire all or a portion of the voting units of Growth Partners, or at the election of CAC and subject to the approval of CAC’s stockholders, the shares of CAC’s Class A common stock, not otherwise owned by the Company and/or its subsidiaries at such time (the “Call Right”). The purchase consideration may be, at the Company’s option, cash or shares of the Company’s common stock valued at market value, net of customary market discount and expenses, provided that the cash portion will not exceed 50% of the total consideration in any exercise of the Call Right. The purchase price will be the fair market value of the voting units of Growth Partners (or shares of CAC’s Class A common stock) at such time based on an independent appraisal, subject to (i) a minimum purchase price equal to the capital contribution in respect of such units plus a 10.5% per annum return on such capital contribution, or (ii) a maximum purchase price equal to the capital contribution in respect of such units plus a 25% per annum return on such capital contribution, in either case, taking into account prior distributions (other than tax distributions) with respect to such units.
The Call Right may be exercisable in part by the Company (up to three times), but until the Call Right is exercised in full, any voting units of Growth Partners (or shares of CAC’s Class A common stock) acquired by the Company will be converted into non-voting units (or non-voting shares of CAC’s Class B common stock). Additionally, the Call Right may only be exercised by the Company and/or its subsidiaries if, at the time of such exercise, (w) the Company and CAC enter into a resale registration rights agreement with respect to the shares of the Company common stock used as all or a portion of the purchase consideration in connection with the exercise of the Call Right, (x) the common stock of the Company (i) is registered with the Securities and Exchange Commission, (ii) is listed for trading and trades on a national securities exchange, and (iii) issuable upon exercise of the Call Right will represent, in the aggregate, not more than one half of the total the Company’s common stock issued and outstanding giving effect to the exercise of the Call Right, (y) the Company has a minimum liquidity of $1.0 billion and a maximum net debt leverage ratio of 9.00 to 1.00, and (z) no event of default has occurred and is in effect under any financing agreement of the Company or its subsidiaries. Further, in the event that a stockholder vote of the Company is required in connection with the exercise of such Call Right, receipt of affirmative approval of such vote will be a condition to the exercise of the Call Right and at the closing of the Transactions, affiliates of the Sponsors will enter into a voting support agreement in favor of any such stockholder approval. In addition, a majority of the independent directors of the board of directors of the Company must approve the exercise of the Call Right by the Company and/or its subsidiaries. The Call Right will be transferable to a transferee that also receives a transfer of all the non-voting units of Growth Partners, and exercisable by the transferee upon the same terms and conditions (including same consideration in the form of the Company stock) as apply to the Company and its subsidiaries.
Liquidation Right
Following the fifth anniversary of the closing of the Initial CGP Transactions and until the eighth year six month anniversary of the closing of the Initial CGP Transactions, CAC's Board will have the right to cause a liquidation of Growth Partners, including the sale or winding up of Growth Partners, or other monetization of all of its assets and the distribution of the proceeds remaining after satisfaction of all liabilities of Growth Partners to the holders of Growth Partners’ units according to the waterfall described

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below. On the eighth year and six month anniversary of the closing of the Transactions (unless otherwise agreed by the Company and CAC), if CAC's Board has not previously exercised its liquidation right, Growth Partners shall, and CAC's Board shall cause Growth Partners to, effect a liquidation.
Upon a liquidation, partial liquidation or sale of material assets, all net cash and other assets not monetizable of Growth Partners shall, subject to applicable gaming regulatory laws, be distributed as follows: (i) first, to all units held by CAC until amounts distributed equal return of CAC’s capital contribution (less an amount equal to the aggregate of the amount reimbursed in the form of the approximately $1.1 billion of aggregate principal amount of senior notes previously issued by CEOC and the aggregate value of the CAC subscription rights that were distributed by the Company and that were restored to the Company by Growth Partners in the form of CEOC Notes with equivalent value to the rights value  (such amount, the “Capital Shift Amount”)) plus a 10.5% per annum of return on such capital contribution (such return to begin accruing on the proceeds in excess of the purchase price of Planet Hollywood, Horseshoe Baltimore and 50% of the related management fees only upon the investment of such excess proceeds by Growth Partners); (ii) second, to all units held by the Company and/or our subsidiaries until the Company catches up (on a per unit basis) to its respective amount distributed in provision (i) (including the 10.5% per annum of return on the capital contribution) and the Company receives the Capital Shift Amount; and (iii) third, to all holders of units pro rata.
The structure pursuant to which Growth Partners will effect a liquidating distribution, sale of Growth Partners or other similar transaction that provides liquidity to the holders of Growth Partners’ units as described above will be determined by a special-purpose liquidation committee that will include representatives from the Company and CAC. In connection with any liquidation of Growth Partners, CAC will have an approval right over any sale or other monetization of assets of Growth Partners that would not exceed the greater of (x) the book value of Growth Partners, and (y) the value of Growth Partners as determined by an appraiser selected by CAC. 
Business Opportunities
When CAC considers new investment and acquisition opportunities, they will have to submit them to us, except for any expansion, add-on or additional investment in respect of any existing gaming property of Growth Partners or its subsidiaries, or with respect to CIE, any potential future investment or acquisition by CIE. A committee of the board of directors of the Company comprised of disinterested directors will make the determination on behalf of the Company to (1) exercise its right of first offer to pursue any potential project itself, or (2) decline the project for itself, after which Growth Partners may elect or decline to pursue the project. When the Company considers new investment and acquisition opportunities, the Company will have the option to (1) pursue any potential project itself, or (2) decline the project for itself, after which Growth Partners may elect or decline to pursue the project. In the event the Company declines an opportunity and Growth Partners undertakes the opportunity, Growth Partners will retain a 50% financial stake in the management fee to be received by the Company, unless otherwise agreed, and Growth Partners will acquire 100% of the new equity in such opportunity. In the event Growth Partners plans to sell any of its assets to third parties, the Company will have the first right to make an offer to purchase such assets.
Equity Registration Rights
The CGP Operating Agreement provides that on and after the fifth anniversary of the closing of the Initial CGP Transactions, the non-voting units of Growth Partners will be exchangeable into non-voting shares of CAC’s Class B common stock with equivalent terms to the non-voting units of Growth Partners and with the addition of rights to have all such Class B common stock registered under the Securities Act, pursuant to demand and shelf registration rights. In addition, to the extent that the CAC Class A common stock held by the Sponsors and their co-investors are deemed control and/or restricted securities, the Sponsors and their co-investors will also have the right to have all of their Class A common stock registered under the Securities Act, pursuant togoverning demand and shelf registration rights with respect to such Class A common stock. CAC, Growth Partners, certain subsidiaries of the Company as holders of Growth Partners’ non-voting units convertible into CAC’s Class BCompany’s common stock held by the Sponsors.

AGS, LLC
AGS, LLC (“AGS”) is a full-service designer and manufacturer of gaming products for the Sponsorscasino floor and their co-investors entered into a registration rightsis an Apollo funds company. Pursuant to an agreement (the “Registration Rights Agreement”) that governs the terms of the demand and shelf registration rights.

In addition,with AGS, the Company and CAC entered into a registration rights agreement on substantially the same terms as the registration rights agreement discussed above that grants demand and shelf registration rights to CAC in the event that CAC receives CEC publicly traded stock as compensation upon exerciseincurred expenses of the call right and such stock is deemed control and/or restricted securities.
CES Agreements
In May 2014, we formed CES, a joint venture among CEOC, CERP, and CGPH (together the “CES Members” and each a “CES Member”).   At that time, the parties entered into an Omnibus License and Enterprise Services Agreement (the “Omnibus Agreement”approximately $9.3 million since January 1, 2018.

CREATIVE ARTISTS AGENCY LLC
Creative Artists Agency LLC (“Creative Artists”), which granted various licenses to the CES Membersa talent and certain of their affiliates in connection with the implementation of CES. Under the Omnibus Agreement, CEOC, CLC, CWIsports agency, is a TPG portfolio company. The Company and certain of our subsidiaries thatCreative Artists are the owners of


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our properties and mutual intellectual property granted CES a non-exclusive, irrevocable, world-wide, royalty-free license in and to all intellectual property owned or used by such licensors, including all intellectual property (a) currently used, or contemplated to be used, in connection with the properties owned by the CES Members and their respective affiliates, including any and all intellectual property related to the Total Rewards program, and (b) necessary for the provision of services contemplated by the Omnibus Agreement and by the applicable management agreement for any such property (collectively, the “Enterprise Assets”). CERP and CGPH also granted CES non-exclusive licenses to certain intellectual property, including intellectual property that is specific to properties controlled by CERP, CGPH or their respective subsidiaries.
CES manages certain Enterprise Assets and the other assets it owns, licenses or controls. In addition, certain of CEOC’s subsidiaries' property management agreements have been assigned to CES and others may be assigned in the future. While CES has attained certain key regulatory approvals, before CES can commence all activities in all jurisdictions, it may be required to obtain additional regulatory approvals in certain jurisdictions. Operating expenses are allocated to each CES Member with respect to their respective properties serviced by CES in accordance with historical allocation methodologies, subject to annual revisions and certain prefunding requirements. Corporate expenses that are not allocated to the properties directly are allocated by CES to CEOC, CERP, and CGPH according to their allocation percentages (initially 70.0%, 24.6% and 5.4%, respectively), subject to annual review.
CES employs the employees who provide services to CEOC, CERP and CGPH, their affiliates and their respective properties and systems under each property's corresponding property management agreement. The employees include corporate and shared services employees.  However, with respect to such employees’ services in jurisdictions where CES regulatory approval has not been obtained, CEOC and its subsidiaries retain control over such services through employer understanding agreements with CES.  CES’ employment of the corporate and shared services employees has occurred in stages commencing October 2, 2014.  In connection with employing the employees, CES assumed such employees’ employment agreements (including the executive officers’ employment agreements) and any collective bargaining agreements covering the employees.
CGP Management Services Agreement
In connection with the Initial CGP Transactions, CAC and Growth Partners entered into a Management Services Agreement with CEOC pursuant to which CEOC and its subsidiaries provide certain services to CAC, Growth Partners and their subsidiaries (the “CGP Management Services Agreement”). Generally, the services that would otherwise be performed under the CGP Management Services Agreement are now performed by CES pursuant to other arrangements. Under the CGP Management Services Agreement, at the request of CAC, CEOC may also provide certain business advisory services, including identifying and analyzing opportunistic investments and developing and implementing corporate and business strategies. While CEOC may provide recommendations in its role as service provider, its primary role under the CGP Management Services Agreement would be to provide administrative and operational services as requested by CAC’s Board and executive officers. CAC holds all of the voting and decision-making power to authorize and implement strategies and operational direction at Growth Partners.
The agreement, among other things:
contemplates that CEOC and its subsidiaries shall provide certain corporate services and back-office support, which shall include, but not be limited to: (1) maintaining books and records in accordance with United States generally accepted accounting principles (“GAAP”); (2) preparing financial statements in accordance with GAAP; (3) preparing operating and capital budgets (including budgets in support of the services fees required to be paid) which shall be approved by CAC; (4) establishing bank accounts, if necessary, and providing treasury and cash management functions; (5) arranging for letters of credit, as needed; (6) paying certain outstanding accounts payable, payroll and other expenses on a fully reimbursable basis; (7) preparing and filing all regulatory filings, including SEC filings and those required by any gaming control board or regulatory authority governing gaming; (8) providing access to certain trademarks for use in entity names; (9) providing access to certain proprietary business plans, projections and marketing, advertising and promotion plans, strategies, and systems; (10) providing access to lobbying services; and (11) providing certain centralized services including information technology services, information systems, website management, vendor relationship management, real estate, strategic sourcing, design and construction, regulatory compliance functions, finance and accounting, consolidated finance operations, risk management, internal audit, tax, record keeping and subsidiary management, treasury functions, regulatory compliance, human resources, compensation, benefits, marketing and public relations, legal, payroll, accounts payable, security and surveillance, government relations, communications and data access;
contemplates that CEOC and its subsidiaries shall provide certain advisory and business management services, which shall include, but not be limited to, assistance in: (1) developing and implementing corporate and business

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strategy and planning; (2) identifying, analyzing, preparing for, negotiating, structuring and executing acquisitions, joint ventures, development activities, divestitures, investments and/or other opportunistic uses of capital; (3) legal and accounting consultancy services; (4) design and construction consultancy services; and (5) analyzing and executing financing activities;
allows the parties to modify the terms and conditions of the performance of any of the services and to request additional services from time to time; and
provides for payment of a service fee by CAC and/or Growth Partners in exchange for the provision of services.
CIE Shared Services Agreement
CIE is party to a Shared Services Agreement with the Company and HIE Holdings, pursuant to which CEOC may provide certain services to CIE. Thisan agreement has been assigned to CES. The agreement, among other things:
contemplates that CES will provide certain services related to accounting, risk management, tax, finance, recordkeeping, financial statement preparation and audit support, legal, treasury functions, regulatory compliance, information systems, office space and corporate and other centralized services;
allows the parties to modify the terms and conditions of the Company performance of any of the services and to request additional services from time to time; and
provides for payment of a service fee to the Company in exchange for the provision of services in an amount equal to the fully allocated cost of such services plus 10%.
CIE Cross Marketing and Trademark License Agreement
CIE is party to a cross marketing and trademark license agreement with each of Caesars World, Inc. (“CWI”), Caesars License Company LLC (“CLC”), the Company and CEOC (the “Cross Marketing and Trademark License Agreement”). In addition to granting CIE the exclusive rights to use various trademarks of the Company in connection with social and mobile games and online real money gaming in exchange for royalty payments to CEOC of 3% of the net sales derived therefrom, this agreement also provides that the Company and CEOC will provide certain marketing and promotional activities for CIE, including its participation in the Total Rewards loyalty program, and CIE will provide certain marketing and promotional activities for the Company and CEOC. The agreement also provides for certain revenue share arrangements where CIE pays CEOC a percentage of net sales derived from customer referrals. This agreement is in effect until December 31, 2026, unless earlier terminated pursuant to the agreement’s terms. Pursuant to the terms of the Cross Marketing and Trademark License Agreement, CIE paid $3.0 million during the year ended December 31, 2015, and $0.9 million during the first quarter of 2016.
Management Agreements
Planet Hollywood
PHW Las Vegas, LLC and PHW Manager, LLC, each a subsidiary of CEOC, entered into a hotel and casino management agreement dated as of February 19, 2010 that engages PHW Manager, LLC to manage and operate the Planet Hollywood Resort & Casino in Las Vegas, Nevada. The initial term of the agreement is 35 full calendar years, and may be extended by PHW Manager, LLC for two additional terms of 10 years each. PHW Manager, LLC is entitled to a base fee of 3% of adjusted gross operating revenue of PHW Las Vegas LLC and an incentive fee of 4.5% of EBITDA less the base management fee of PHW Las Vegas, LLC for each operating year. In connection with the Transactions, PHW Las Vegas, LLC assigned the management agreement to a newly formed subsidiary, PHWLV, LLV that holds Planet Hollywood and related assets, with the equity interests of such subsidiary purchased by Growth Partners, a subsidiary of CAC. PHW Manager, LLC assigned this agreement to CES on October 1, 2014.
Maryland Joint Venture
Caesars Baltimore Management Company, LLC, an indirect subsidiary of CEOC, and the Maryland Joint Venture, are party to a Management Agreement, dated October 23, 2012, that engages Caesars Baltimore Management Company, LLC, a subsidiary of CEOC, to manage and operate the casino to be developed by the Maryland Joint Venture. The initial term of the agreement is until the 15th anniversary of the date on which the managed facilities open for business on an ongoing basis to the general public. Caesars Baltimore Management Company, LLC will have the right to extend the initial term for one additional ten year period. Caesars Baltimore Management Company, LLC is entitled to a base management fee of 2% of net operating revenues of the Maryland Joint Venture and an incentive management fee of 5% of EBITDA of the Maryland Joint Venture, except that in certain situations the incentive management fee may fall to 4%, 3% or 2% of EBITDA.

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The LINQ Hotel and Casino, The Cromwell and Bally’s Las Vegas
On May 5, 2014, each of 3535 LV NewCo, LLC (“3535 LV NewCo”), Corner Investment Company, LLC (“CIC”) and Parball NewCo, LLC (“Parball NewCo”) (each a “Property Licensee” and collectively, the “Nevada Property Licensees”), each an indirect subsidiary of Growth Partners, entered into a Nevada Property Management Agreement (collectively, the “Nevada Property Management Agreements”) with the applicable property management entities (each a “Nevada Property Manager” and collectively, the “Nevada Property Managers”). Each Nevada Property Manager is a subsidiary of CEOC. Pursuant to the Nevada Property Management Agreements, the ongoing management fees payable to each of the Nevada Property Managers consist of (i) a base management fee of 2% of net operating revenues with respect to each month of each year during the term of such agreement and (ii) an incentive management fee in an amount equal to 5% of EBITDA for each operating year. CEOC will guarantee the obligations of the Nevada Property Managers under each of the Nevada Property Management Agreements. Pursuant to the Nevada Property Management Agreements, among other things, the Nevada Property Managers will provide management services to the applicable property. CES licenses enterprise-wide intellectual property used in the operation of the applicable property pursuant to the Omnibus Agreement (as defined below). Each Nevada Property Manager assigned its management agreement to CES on October 1, 2014.
Harrah’s New Orleans
On May 20, 2014, Jazz Casino Company, LLC (the “Louisiana Property Licensee”), an indirect subsidiary of Growth Partners, entered into a Property Management Agreement (the “Louisiana Property Management Agreement”) with a property manager (the “Louisiana Property Manager”), that is a subsidiary of CEOC. Pursuant to the Louisiana Property Management Agreement, the ongoing management fees payable to the Louisiana Property Manager consist of (i) a base management fee of 2% of net operating revenues with respect to each month of each year during the term of such agreement and (ii) an incentive management fee in an amount equal to 5% of EBITDA for each operating year. CEOC will guarantee the obligations of the Louisiana Property Manager under the Louisiana Property Management Agreement. Pursuant to the Louisiana Property Management Agreement, among other things, the Louisiana Property Manager will provide management services to Harrah’s New Orleans. CES licenses enterprise-wide intellectual property used in the operation of the applicable property pursuant to the Omnibus Agreement. The Louisiana Property Manager assigned the Louisiana Property Management Agreement to CES on October 1, 2014.
CIE’s Credit Agreement with the Company
On November 29, 2011, CIE entered into the second amended credit agreement with the Company whereby CEC agreed to provide CIE with a revolving credit facility of up to $146.9 million. The credit facility had an outstanding principal balance of $39.8 million as of December 31, 2014, which was repaid in its entirety during the year ended December 31, 2015.
Merger Agreement with CAC
On December 21, 2014, CEC and CAC entered into a merger agreement (the “Merger Agreement”), pursuant to which, among other things, CAC will merge with and into CEC, with CEC as the surviving company (the “Merger”). Subject to the terms and conditions of the merger agreement, upon consummation of the merger, each share of class A common stock of CAC issued and outstanding immediately prior to the effective time of the Merger will be converted into, and become exchangeable for, that number of shares of CEC common stock, equal to 0.664 to one (the “Exchange Ratio”).
The Exchange Ratio may be subject to adjustment by the Special Committee of CAC’s Board of Directors (the “CAC Special Committee”) and the Special Committee of CEC’s Board of Directors (the “CEC Special Committee”), each composed solely of independent directors, during the Adjustment Period after taking into consideration all relevant facts and circumstances affecting the intrinsic value of CAC and CEC. The Adjustment Period is defined as the 14-day period beginning on the later of:
(i)the date that the CEOC restructuring plan is confirmed; and
(ii)the date that both CAC and CEC confirm that their respective independent financial advisors have received all information as may be reasonably necessary or advisable in order to render a fairness opinion concerning the Exchange Ratio.
If at the end of the Adjustment Period the CAC Special Committee and the CEC Special Committee have not agreed to an adjustment to the Exchange Ratio, there will not be an adjustment to the Exchange Ratio. Within five business days following the end of the Adjustment Period, either CAC or CEC may terminate the merger agreement if:
(a)the CAC Special Committee and the CEC Special Committee cannot agree on an Exchange Ratio adjustment and a failure to terminate the Merger Agreement would be inconsistent with their respective directors’ fiduciary duties; or
(b)the CAC Special Committee or the CEC Special Committee, as applicable, has not received an opinion of its respective financial advisor that the Exchange Ratio (as adjusted, if applicable) is fair, from a financial point of view to CEC or CAC and its public stockholders, as applicable.

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Immediately prior to the effective time of the Merger, each outstanding and unvested option to purchase our common stock (“CEC Option”) granted under our 2012 performance incentive plan will be amended in accordance with its terms to provide that it will become vested and exercisable (at target performance levels, if applicable) in the event the optionee’s employment is terminated without “cause” (as defined in the our 2012 performance incentive plan) by us or any of our Subsidiaries (as defined in the Merger Agreement) or for “Good Reason” (as defined in the Merger Agreement), in either case, within six (6) months following the effective time of the Merger. In addition, immediately prior to the effective time of the Merger, each outstanding and unvested right of any kind to receive shares or share equivalents of our common stock (“CEC Awards”) granted under the our 2012 performance incentive plan (other than any CEC Option) will be amended in accordance with its terms to provide that it will become vested and exercisable (at target performance levels, if applicable) in the event the awardee’s employment is terminated without “cause” (as defined in our 2012 performance incentive plan) by us or any of our subsidiaries or for “Good Reason” (as defined in the Merger Agreement), in either case, within six (6) months following the effective time of the Merger.
At the effective time of the Merger, each outstanding option to purchase CAC Class A common stock (“CAC Option”) will be cancelled and converted automatically into an option to purchase a number of shares of CEC common stock equal to the product of (i) the number of shares of CAC Common Stock subject to such CAC Option and (ii) the Exchange Ratio, at an exercise price per share equal to (x) the exercise price of such CAC Option divided by (y) the Exchange Ratio, and each unvested CAC Option granted pursuant to the CAC 2014 performance incentive plan will be amended in accordance with its terms to provide that it will become vested and exercisable (at target performance levels, if applicable) in the event the optionee’s employment is terminated by CEC or any of its Subsidiaries without “cause” (as defined in the CAC 2014 performance incentive plan) or for “Good Reason” (as defined in the Merger Agreement), in either case, within six (6) months following the effective time of the Merger. In addition, at the effective time, rights of any kind to receive shares or share equivalents of CAC Class A common stock (“CAC Awards”) pursuant to certain compensation plans of CAC (“CAC Plans”) (other than CAC Options) will be cancelled and converted automatically into a right to receive shares of CEC common stock, which, in the case of CAC Awards denominated in shares will be equal to the product of (i) the number of shares of CAC Class A common stock subject to such CAC Award and (ii) the Exchange Ratio, and, in the case of CAC Awards denominated in cash, the number of shares of CEC common stock, or other securities, property or cash that may be delivered in settlement thereof, will be determined pursuant to the terms of the particular CAC Plan on the relevant settlement date for such CAC Award. In either case, each unvested CAC Award granted pursuant to the CAC 2014 performance incentive plan will be amended in accordance with its terms to provide that it will become vested and exercisable (at target performance levels, if applicable) in the event the awardee’s employment is terminated by CEC or any of its Subsidiaries without “cause” (as defined in the CAC 2014 performance incentive plan) or for “Good Reason” (as defined in the Merger Agreement), in either case, within six (6) months following the effective time of the Merger.

Under the merger agreement, CEC has agreed to use reasonable best efforts to undertake certain restructuring actions and to consult with CAC regarding actions in connection with the bankruptcy filing by CEOC, if CEC determines, in its reasonable discretion, that such additional actions could reasonably be expected to be materially adverse to CAC.

World Series of Poker (“WSOP”) Trademarks

CIE owns the WSOP trademarks and associated rights. CEOC has a perpetual, royalty-free license to use the WSOP trademarks in connection with operating WSOP branded poker rooms and selling certain WSOP branded retail items. Under a Trademark License Agreement entered into in 2011, Caesars Entertainment pays CIE $2 million per year for the right to host the WSOP tournaments at the Rio All-Suites Hotel & Casino in Las Vegas or at such other property agreed to by the parties. Caesars Entertainment also has the right to host a number of WSOP circuit events at Caesars Entertainment affiliate properties under a Circuit Event Agreement with CIE. Caesars Entertainment must pay CIE $75,000 for each such circuit event. Both the Trademark License Agreement and Circuit Event Agreement expire on September 1, 2016, unless terminated earlier pursuant to the terms of each agreement.

XOJet, Inc.
XOJet, Inc. (“XOJet”), a private aviation company, is a TPG portfolio company. Caesars Entertainment and XOJet are parties to a Custom Membership Program Agreement pursuant to which, among other things, Caesars Entertainment has access to XOJet aircrafts at contractually agreed upon hourly rates.Company secures entertainment talent. Pursuant to the terms of this agreement, Caesars Entertainmentthe Company incurred expenses of $0.9 millionapproximately $587,000 since January 1, 2018.

EXELA TECHNOLOGIES, INC.
Novitex, which manages print services and related equipment on an outsourced basis for the year ended December 31, 2015, and $0.3Company, is a subsidiary of Exela Technologies, Inc., an Apollo funds company. Pursuant to the terms of the Company’s agreement with Novitex, the Company incurred expenses of approximately $5.4 million during the first quarter of 2016.

since January 1, 2018.

HALO BRANDED SOLUTIONS INC.


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SunGard Availability Service LP

SunGard Availability Service LPHalo Branded Solutions Inc. (“SunGard”Halo”), a private softwareprovider of promotional solutions, company, is a TPG portfolio company. Caesars EntertainmentThe Company and SunGardHalo are parties to a Master Agreement for U.S. Availability Servicesan agreement pursuant to which, among other things, SunGard provides Caesars Entertainment enterprise cloud services and solutions for managed information technology.the Company secures promotion products. Pursuant to the terms of this agreement, Caesars Entertainmentthe Company incurred expenses of $0.3 million for the year ended December 31, 2015, and $0.3 million during the first quarter of 2016.
approximately $291,000 since January 1, 2018.

NORWEGIAN CRUISE LINE HOLDINGS LTD.

Sabre, Inc.

Sabre, Inc. (“Sabre”), a private travel sector technology company, is a TPG portfolio company. Caesars Entertainment and Sabre are parties to a Hotel Associate Distribution and Services Agreement pursuant to which, among other things, Caesars Entertainment uses Sabre’s technology to assist customers with booking hotel rooms. Pursuant to the terms of this agreement, Caesars Entertainment incurred expenses of $0.2 million for the year ended December 31, 2015, and $0.1 million during the first quarter of 2016.

Avaya Inc.

Avaya Inc. (“Avaya”), a public communications solutions company, is a TPG portfolio company. Caesars Entertainment and Avaya are parties to a Customer Agreement pursuant to which, among other things, Avaya supplies Caesars Entertainment with technology products and services, software licenses and support for such products and services. Pursuant to the terms of this agreement, Caesars Entertainment incurred expenses of $0.3 million for the year ended December 31, 2015, and $0.6 million during the first quarter of 2016.

Norwegian Cruise Line Holdings Ltd.

Norwegian Cruise Line Holdings Ltd. (“NCL”), a public cruise ship operations company, is an Apollo funds and TPG portfolio company. Caesars EntertainmentThe Company and NCL are parties to a Marketing Agreementmarketing agreement pursuant to which, among other things, NCL pays Caesars Entertainmentthe Company a percentage of NCL’s gaming revenue. Pursuant to the terms of this agreement, Caesars Entertainmentthe Company and NCL’s mutual business transactions amounted to $1.1 million for the year ended December 31, 2015, and $0.1 million during the first quarter of 2016.
approximately $235,000 since January 1, 2018.

SABRE, INC.

Creative Artists Agency LLC

Creative Artists Agency, LLC.Sabre, Inc. (“CAA”Sabre”), a private talent and sports agency,travel sector technology company, is an Apollo funds anda TPG portfolio company. CaesarsThe Company and CAASabre are parties to multiple entertainment agreementsa Hotel Associate Distribution and Services Agreement pursuant to which, among other things, Caesars pays CAA fees in connectionthe Company uses Sabre’s technology to assist customers with artists’ performances at Caesars’ properties.booking hotel rooms. Pursuant to the terms of these agreements, Caesars Entertainmentthis agreement, the Company incurred expenses of approximately $0.2$575,000 since January 1, 2018.

SUN COUNTRY AIRLINES
Sun Country Airlines (“Sun Country”) is an Apollo funds company that provides air charter services to the Company. Pursuant to an agreement with Sun Country, the Company incurred expenses of approximately $30.6 million since January 1, 2018.

2019 PROXY STATEMENT65

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OTHER INFORMATION

SUNGUARD AVAILABILITY SERVICES CAPITAL, INC.
Sunguard Availability Services Capital, Inc. (“Sunguard”), a provider of IT production and recovery services, is a TPG portfolio company. The Company and Sunguard are parties to an agreement pursuant to which, among other things, the Company secured IT and disaster recovery services. Pursuant to the terms of this agreement, the Company incurred expenses of approximately $1.1 million since January 1, 2018.

XOJET, INC.
XOJet, Inc. (“XOJet”), a private aviation company, is a TPG portfolio company. The Company and XOJet are parties to a Custom Membership Program Agreement pursuant to which, among other things, the Company has access to XOJet aircrafts at contractually agreed-upon hourly rates. Pursuant to the terms of this agreement, the Company incurred expenses of approximately $239,000 since January 1, 2018.

RELATED PARTY TRANSACTIONS INVOLVING THE ICAHN GROUP

On March 1, 2019, the Company entered into the Director Nomination Agreement with the Icahn Group, which beneficially owns approximately 17.75% of our outstanding common stock. The following is a summary of the terms of the Director Nomination Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the Director Nomination Agreement, a copy of which is attached as Exhibit 99.1 to the Company’s Current Reports on Form 8-K filed with the SEC on March 1, 2019 and March 29, 2019 and is incorporated herein by reference.

Pursuant to the Director Nomination Agreement, effective as of March 1, 2019, (a) each of John Boushy, Matthew Ferko and Christopher Williams resigned from the Board and (b) each of Mr. Nelson and the Icahn Designees were appointed to the Board to fill the resulting vacancies. Concurrently with their appointments to the Board, (i) Messrs. Cozza and Mather were appointed to the Strategy & Finance Committee of the Board and the Ad Hoc CEO Search Committee of the Board, (ii) Mr. Nelson was appointed to the Audit Committee of the Board, (iii) Mr. Mather was appointed to the Compensation & Management Development Committee of the Board and (iv) Mr. Cozza was appointed to the Governance & Corporate Responsibility Committee of the Board.

If at any time the Icahn Group ceases to hold a “net long” position, as defined in the Director Nomination Agreement, in at least (a) 5% of the total outstanding shares of the Company’s common stock, the Icahn Group will cause one Icahn Designee to promptly resign from the Board and any committee of the Board on which he or she then sits and (b) 3% of the total outstanding shares of the Company’s common stock, Mr. Nelson will promptly resign, and the Icahn Group will cause each Icahn Designee to promptly resign, from the Board and any committee of the Board on which he or she then sits.

The Company also agreed that (x) the Company’s slate of director nominees for election at the 2019 annual meeting would consist of no more than eight individuals and will include each of the Icahn Designees, and (y) the Icahn Group will have certain replacement rights in the event Mr. Nelson or one of the Icahn Designees resigns or is otherwise unable to serve as a director. As long as the Icahn Group has a “net long” position, as defined in the Director Nomination Agreement, in at least 5% of the total outstanding shares of the Company’s common stock, the Board shall not increase the size of the Board above 12 directors.

Further, the Company agreed (a) not to create a separate executive committee of the Board or any other committee with similar functions, (b) not to form any new committee without offering at least one Icahn Designee (or, if such committee has more than three members, both Icahn Designees) the opportunity to be a member of such committee, and (c) that, with respect to any Board consideration of appointment and employment of executive officers, mergers, acquisitions of material assets, dispositions of material assets, or other extraordinary transactions, such consideration, and voting with respect thereto, shall take place only at the full Board level or in committees of which one of the Icahn Designees is a member. The Company also agreed to submit a resolution to its shareholders at the 2019 annual meeting to (x) amend the Company’s Charter to provide for the year ended December 31, 2015,Rights Plan Charter Amendment (as defined herein) (Proposal 6), and $0.1 million during(y) amend the first quarterCompany’s Charter to provide for the Special Meeting Charter Amendment (as defined herein) (Proposal 5), and to use reasonable best efforts to cause such amendments to be adopted by the shareholders at the 2019 annual meeting.

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Table of 2016.


LINQ AccessContents

OTHER INFORMATION

In addition, upon the terms and Parking Easement Lease Agreement

Under the LINQ Access and Parking Easement lease agreement, CEOC leases the parking lot behind The LINQ promenade and The LINQ Hotel to CERP and Growth Partners. Together, CERP and Growth Partners pay approximately $2 million annually, subject to the conditions set forth in the Director Nomination Agreement, the Icahn Group is bound by voting agreements and standstill restrictions. In particular, at the 2019 annual meeting, at any subsequent annual meeting of shareholders at which the Board has agreed to nominate the Icahn Designees and Mr. Nelson and such individuals have consented to such nomination, and at any special meeting of the shareholders that includes a 3%proposal to remove or replace directors or to expand the Board, the Icahn Group has agreed to vote in favor of each of the directors nominated by the Board and against any directors nominated by any other person. The Icahn Group has also agreed to vote in favor of Proposals 5 and 6 at the 2019 annual increase through expirationmeeting.

Until the earlier of (A) the fifth business day following such date as no Icahn Designee is on the Board and the Icahn Group no longer has any right to designate a replacement, (B) the fifth business day following the date of the Company’s 2020 annual meeting of shareholders, and (C) October 1, 2020, the Icahn Group shall not: (i) acquire beneficial ownership of shares that, in April 2028.






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the aggregate, would equal or exceed a “net long” position, as defined in the Director Nomination Agreement, greater than 28% of the then-total outstanding common shares; or (ii) transfer shares of the Company’s common stock, unless (A) to the Icahn Group’s knowledge after reasonable inquiry, the proposed transferee would beneficially own shares representing 28% or less of the Company’s then-outstanding common stock immediately following such transfer and (B) the proposed transferee agrees in writing, for the benefit of the Company, not to acquire beneficial ownership of additional common shares for three business days following the date that the Company receives written notice of such transfer from the Icahn Group.

In conjunction with the Director Nomination Agreement, (a) the Board approved and adopted amendments to the by-laws of the Company, which are filed as Exhibit 3.1 to the Company’s Current Reports on Form 8-K filed with the SEC on March 1, 2019 and March 29, 2019 and are incorporated herein by reference, and (b) the Company and the Icahn Group have also entered into a Confidentiality Agreement, which is filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2019 and is incorporated herein by reference.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides certain information regarding the beneficial ownership of our outstanding capital stock based on public disclosures or otherwise known to the Company as of the Record Date for:

each person or group known to us to be the beneficial owner of more than 5% of our capital stock;
each of our named executive officers in the Summary Compensation Table;
each of our directors and director nominees; and
all of our current directors and executive officers as a group.
As of the Record Date, the Company had 145,656,269 shares of common stock issued and outstanding.    
April 1, 2019:

●Each person or group known to us to be the beneficial owner of more than 5% of our capital stock;
●Each of our named executive officers in the Summary Compensation Table;
●Each of our directors and director nominees; and
●All of our current directors and executive officers as a group.

Beneficial ownership of shares is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as indicated by footnote, and subject to applicable community or marital property laws, each personthe persons identified in the table possessespossess sole voting and investment power with respect to all shares of common stock held by them. Shares of common stock subject to options currently exercisable or exercisable within 60 days of the Record DateApril 1, 2019 and not subject to repurchase as of that date are deemed outstanding for the purpose of calculating the percentage of outstanding shares of the person holding these options, but are not deemed outstanding for the purpose of calculating the percentage of outstanding shares owned by any other person.


Name Shares of Stock Beneficially Owned Percentage of Class
Apollo Funds(1)(2)
 —
 —
TPG Funds(1)(3)(4)
 —
 —
Hamlet Holdings (1)(5)
 87,605,299
 60.1%
Paulson Investors(6)
 14,458,300
 9.9%
Jeffrey Benjamin(7)
 —
 —
David Bonderman(3)(4)
 —
 —
Eric Hession(8)
 235,164
 *
Kelvin Davis(9)
 —
 —
Timothy Donovan(8)
 310,830
 *
Mark Frissora(8)(10)
 380,925
 *
Thomas Jenkin(8)
 625,380
 *
Fred Kleisner 27,354
 *
Gary Loveman(8)(12)
 3,579,062
 2.4%
Eric Press(7)
 —
 —
Marc Rowan(2)
 —
 —
David Sambur(7)
 —
 —
Tariq Shaukat(8)
 444,047
 *
Lynn Swann(8)
 31,418
 *
Christopher Williams(8)
 31,600
 *
All directors and executive officers as a group(8)(11)
 6,882,144
 4.6%
____________________
Shares of common stock issuable upon conversion of the Company’s 5.00% convertible senior notes due 2024 (the “Convertible Bonds”) are deemed outstanding for the purpose of calculating the percentage of outstanding shares of the person holding the Convertible Bonds, but are not deemed outstanding for the purpose of calculating the percentage of outstanding shares owned by any other person.

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NAME OF BENEFICIAL OWNER   SHARES OF
COMMON
STOCK
BENEFICIALLY
OWNED
(#)		   PERCENTAGE OF
CLASS
(%)
>5% Shareholders
Icahn Enterprises Holdings LP(1)119,975,36317.75%
Canyon Capital Advisors LLC(2)77,581,86111.58%
Pacific Investment Management Co.(3)49,799,6867.31%
Vanguard Group(4)49,183,8937.34%
Non-Employee Directors
Thomas Benninger57,139*
Julianna Chugg23,737*
Denise Clark8,244*
Keith Cozza——
John Dionne16,139*
James Hunt21,346*
Don Kornstein103,552*
Courtney Mather——
James Nelson——
Anthony Rodio——
Richard Schifter16,139*
Named Executive Officers
Timothy Donovan(5)624,658*
Mark Frissora(5)(6)3,673,537*
Eric Hession(5)412,648*
Thomas Jenkin(5)999,349*
Robert Morse(7)263,267*
Les Ottolenghi(5)53,727 *
All current directors and executive officers as a group(5)(8)7,381,4151.1%

*

Indicates less than 1%.

(1)

Based on the Schedule 13D/A filed with the SEC March 11, 2019 by Carl C. Icahn (together with the Schedule 13D filed with the SEC by Mr. Icahn on February 19, 2019 and all subsequent amendments thereto, the “Schedule 13D”), Mr. Icahn and the following entities associated with Mr. Icahn may be deemed to beneficially own, in the aggregate, 119,975,363 shares of Company common stock (including 5,724,421 shares underlying the Convertible Bonds and 15,000,000 shares underlying certain forward contracts (the “Forwards”)): High River Limited Partnership (“High River”), Hopper Investments LLC(“Hopper”), Barberry Corp. (“Barberry”), Icahn Partners Master Fund LP (“Icahn Master”), Icahn Offshore LP (“Icahn Offshore”), Icahn Partners LP (“Icahn Partners”), Icahn Onshore LP (“Icahn Onshore”), Icahn Capital LP (“Icahn Capital”), IPH GP LLC (“IPH”), Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), Beckton Corp. (“Beckton”).

High River has sole voting power and sole dispositive power with regard to 23,995,074 shares (including shares underlying the Convertible Bonds and the Forwards). Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares. Icahn Master has sole voting power and sole dispositive power with regard to 39,755,538 shares (including shares underlying the Convertible Bonds and the Forwards). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares. Icahn Partners has sole voting power and sole dispositive power with regard to 56,224,751 shares (including shares underlying the Convertible Bonds and the Forwards). Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares.


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Each of Apollo Hamlet Holdings, LLC (“Apollo Hamlet”)Hopper, Barberry and Apollo Hamlet Holdings B, LLC (“Apollo Hamlet B” and together with Apollo Hamlet,Mr. Icahn, by virtue of their relationships to High River (as disclosed in the “Apollo Funds”)Schedule 13D), TPG Hamlet Holdings, LLC (“TPG Hamlet”) and TPG Hamlet Holdings B, LLC (“TPG Hamlet B,” and together with TPG Hamlet,may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the “TPG Funds”), and Co-Invest Hamlet Holdings B, LLC (“Co-Invest B”) and Co-Invest Hamlet Holdings, Series LLC (“Co-Invest LLC” and together with “Co-Invest B”, the “Co-Invest Funds”), granted an irrevocable proxy (the “Irrevocable Proxy”) in respect of all ofExchange Act) the shares which High River directly beneficially owns. Each of common stock heldHopper, Barberry and Mr. Icahn disclaims beneficial ownership of such shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by such entityvirtue of their relationships to Hamlet Holdings, irrevocably constituting and appointing Hamlet Holdings, with full power of substitution, its true and lawful proxy and attorney-in-fact to: (i) vote all ofIcahn Master (as disclosed in the Schedule 13D), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Exchange Act) the shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in the common stockSchedule 13D), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Exchange Act) the shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares for all other purposes.

76

held by such entity at any meeting (and any adjournment or postponement thereof) of Caesars' stockholders, and in connection with any written consent of Caesars' stockholders, and (ii) direct and effect the sale, transfer or other disposition of all or any part of the shares of common stock held by that entity, if, as and when so determined in the sole discretion of Hamlet Holdings.
(2)
The Apollo Funds and the Co-Invest Funds directly hold an aggregate of 61,109,995 shares of common stock, all of which are subject to the Irrevocable Proxy. Apollo Investment Fund VI, L.P. (“AIF VI”) is the sole member of Apollo Hamlet B. Apollo Management VI, L.P. (“Management VI”) is the general partner of AIF VI and one of two managing membersprincipal business address of each of the Co-Invest Funds. AIF VI Management, LLC (“AIF VI Management”) is the general partner of Management VI. Apollo Management, L.P. (“Apollo Management”) is the sole member and manager of AIF VI Management, and Apollo Management GP, LLC (“Management GP”) is the general partner of Apollo Management. Apollo Management(i) High River, Hopper, Barberry, Icahn Offshore, Icahn Partners, Icahn Master, Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, L.P. (“Management Holdings”) is the sole member and manager of ManagementIcahn Enterprises GP and Apollo Management Holdings GP,Beckton is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, New York 10601, and (ii) Mr. Icahn is c/o Icahn Associates Holding LLC, (“Management Holdings GP”) is the general partner of Management Holdings. Leon Black, Joshua Harris and Marc Rowan serve as the managers of Apollo Hamlet and Apollo Hamlet B, and serve as the managers, as well as executive officers, of Management Holdings GP. Messrs. Black, Harris and Rowan are also members of Hamlet Holdings. The address of the Apollo Funds, AIF VI, Management  VI, AIF VI Management, Apollo Management, Management GP, Management Holdings, Management Holdings GP, and Messrs. Black, Harris and Rowan is 9 West 57th Street, 43rd767 Fifth Avenue, 47th Floor, New York, New York 10019. The address of the Co-Invest Funds is c/o Apollo Management, LP, 9 West 57th Street, 43rd Floor, New York, New York 10019 and c/o TPG Global, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
10153.
(3)
(2)		The TPG Funds andBased on the Co-Invest Funds directly hold an aggregate of 61,109,995 shares of Caesars common stock, all of which are subject toSchedule 13G/A filed with the Irrevocable Proxy. The TPG Funds disclaim beneficial ownership of the common stock heldSEC on February 14, 2019 by Hamlet Holdings pursuant to the Irrevocable Proxy. The address of the TPG Funds is c/o TPG Global, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
(4)
Mr. David Bonderman and Mr. James Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc., which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG GenPar VCanyon Capital Advisors, LLC, which is the general partner of TPG GenPar V, L.P., which is the general partner of TPG V Hamlet AIV, L.P., which is the managing member of TPG Hamlet. TPG GenPar V, L.P. is also the managing member of TPG Hamlet B and a managing member of each of the Co-Invest Funds. Messrs. Bonderman and Coulter are also members of Hamlet Holdings. Messrs. Bonderman and Coulter disclaim beneficial ownership of the common stock held by Hamlet Holdings pursuant to the Irrevocable Proxy. The address of Messrs. Bonderman and Coulter is c/o TPG Global, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
(5)
All shares held by the Apollo Funds, the TPG Funds and the Co-Invest Funds, representing 60.1% of Caesars' outstanding common stock, are subject to the Irrevocable Proxy granting Hamlet HoldingsCanyon Capital Advisors, LLC has sole voting and sole dispositive power with respect toover such shares and Mitchell R. Julis and Joshua S. Friedman share voting and dispositive power over such shares. The membersprincipal business of Hamlet Holdings are Leon Black, Joshua Harris and Marc Rowan, each of whomCanyon Capital Advisors, LLC is affiliated with Apollo and holds approximately 17% of the limited liability company interests of Hamlet Holdings, and David Bonderman and James Coulter, each of whom is affiliated with the TPG Funds and holds approximately 25% of the limited liability company interests of Hamlet Holdings.
(6)
Includes all of the common stock held by funds and accounts managed by Paulson & Co. Inc. The address of Paulson & Co. Inc. is 12512000 Avenue of the Americas, New York, NY 10020.
Stars, 11th Floor, Los Angeles, California 90067.
(7)
(3)		Jeffrey Benjamin, Eric PressBased on the Schedule 13G/A filed with the SEC on February 13, 2019 by Pacific Investment Management Company LLC (“Pacific”), Pacific has sole voting and David Sambur are each affiliated with Apollo or its affiliated investment managers and advisors. Messrs. Benjamin, Press and Sambur each disclaim beneficial ownership of thedispositive power over 49,795,736 shares. Pacific holds 38,506,456 shares of common stock that are beneficially owned by Hamlet Holdings, or directly held by anyand 11,293,230 shares underlying the Convertible Bonds. The principal business of the Apollo Funds or the Co-Invest Funds. The address of Messrs. Benjamin, Press and SamburPacific is c/o Apollo Global Management, LLC, 9 West 57th Street, 43rd Floor, New York, New York 10019.
650 Newport Center Drive, Newport Beach, California 92660.
(8)
(4)		Based on the Schedule 13G/A filed with the SEC on February 11, 2019 by The Vanguard Group (“Vanguard”), Vanguard beneficially owns an aggregate of 49,183,893 shares of Company common stock which includes 275,537 shares as to which Vanguard has sole voting power, 82,722 shares as to which Vanguard has shared voting power, 48,881,576 shares as to which Vanguard has sole dispositive power and 302,317 shares as to which Vanguard has shared dispositive power. The principal business of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(5)Includes common stock that may be acquired within 60 days of April 1, 2019 pursuant to outstanding stock options: Mr. Frissora, 100,000 shares;800,000, Mr. Hession, 47,39886,598 shares; Mr. Donovan, 100,021163,445 shares; Mr. Jenkin, 382,658 shares; Mr. Loveman, 3,169,062 shares; Mr. Shaukat, 112,547 shares; Mr. Swann, 8,582 shares; Mr. Williams, 8,764539,081 shares; and 4,584,9371,738,366 shares for all directors and executive officers as a group.
(6)
(9)
Kelvin Davis isIncludes 1,039,089 shares directly held in a TPG Senior Partnertrust and is an officer of Hamlet Holdings. TPG is an affiliate of (a) the TPG Funds, (b) the Co-Invest Funds, and (c) Hamlet Holdings. Mr. Davis disclaims beneficial ownership of the securities subject to the Irrevocable Proxy. The address of Mr. Davis is c/o TPG Global, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

77

(10)
Mr. Frissora was elected to the Company's Board of Directors in February 2015. Includes 1,900 shares held by Mr. Frissora’s daughter.
daughter, of which Mr. Frissora disclaims beneficial ownership.
(11)
(7)		Based on information available to the Company as of November 26, 2018, the date Mr. Morse departed the Company.
(8)Unless otherwise specified, the address of each of our directors and named executive officers is c/o Caesars Entertainment Corporation, One Caesars Palace Drive, Las Vegas, Nevada 89109.

2019 PROXY STATEMENT
(12)69
Includes shares indirectly held in a trust.





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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and greater than 10% shareholders to file initial reports of ownership and reports of changes in ownership of any of our securities with the SEC and us. To our knowledge, based solely on a review of copies of such reports received with respect to the 2018 fiscal year and the written representations received from certain reporting persons that no other reports were required, we believe that during the past fiscal year, all Section 16(a) filing requirements applicable to our directors, executive officers and greater than 10% shareholders were met, except with respect to Marco Roca who had one late filing in 2018 with respect to four transactions that occurred during fiscal 2017 and 2018.

WHERE TO FIND ADDITIONAL INFORMATION

We are subject to the informational requirements of the Exchange Act and in accordance therewith, we file annual, quarterly and current reports and other information with the SEC. This information can be inspected and copied at the Public Reference Room at the SEC's office at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Such information may also be accessed electronically by means of the SEC's home page on theSEC’s Internet site at http://www.sec.gov. We are an electronic filer, and the SEC maintains an Internet site at http://www.sec.gov that contains the reports and other information we file electronically. Our website address is www.caesars.com. Please note that our website address is provided as an inactive textual reference only. We make available free of charge, through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The information provided on or accessible through our website is not part of this proxy statement.

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INFORMATION ABOUT VOTING ANDTHE MEETING

Las Vegas, NV
Q
WHAT IS THE PURPOSE OF THE ANNUAL MEETING, AND WHAT AM I VOTING ON?
AAt the annual meeting you will be voting on the following proposals:

1.To elect eight directors to serve until the 2020 annual meeting of the shareholders of the Company or until such director’s respective successor is duly elected and qualified. This year’s Board of Directors nominees are:
●Thomas Benninger
●Juliana Chugg
●Keith Cozza
●John Dionne
●James Hunt
●Courtney Mather
●Anthony Rodio
●Richard Schifter

2.To approve, on an advisory, non-binding basis, named executive officer compensation.
3.To select, on an advisory, non-binding basis, the frequency of future advisory votes on named executive officer compensation.
4.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.
5.To approve a proposed amendment to the Company’s Charter to enable shareholders who beneficially own at least 15% of the Company’s outstanding common stock to call special meetings.
6.To approve a proposed amendment to the Company’s Charter to restrict the Company’s ability to adopt any “rights plan” or “poison pill.”

Q
WHAT ARE THE BOARD OF DIRECTORS’ VOTING RECOMMENDATIONS?
AThe Company’s Board of Directors (the “Board”) recommends the following votes:

1.FOR each of the director nominees.
2.FOR the approval, on an advisory, non-binding basis, of named executive officer compensation.
3.FOR every “ONE YEAR” as the frequency of future advisory votes on named executive officer compensation.
4.FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.
5.FOR the amendment of our Charter to enable shareholders who beneficially own at least 15% of the Company’s outstanding common stock to call special meetings.
6.FOR the amendment of our Charter to restrict the Company’s ability to adopt any “rights plan” or “poison pill.”

Q
WHO IS ENTITLED TO VOTE?
AAll record holders of Company common stock as of the close of business on May 6, 2019, which is the “Record Date,” are entitled to vote. As of the Record Date, [•] shares of common stock were outstanding. Each share of common stock outstanding as of the Record Date is entitled to one vote, other than for the election of Directors, for which cumulative voting is permitted (see “Is cumulative voting permitted?” below).

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INFORMATION ABOUT VOTING AND THE MEETING




Q
WHO MAY ATTEND THE ANNUAL MEETING?
A
Shareholders of record as of the close of business on the Record Date, or their duly appointed proxies may attend the annual meeting. “Street name” holders (those whose shares are held through a broker or other nominee)must bring a copy of a brokerage statement reflecting their ownership of our common stock as of the Record Date. Space limitations may make it necessary to limit attendance to shareholders, andvalid picture identification is required for all shareholders. Cameras, recording devices and other electronic devices are not permitted at the annual meeting. Registration will begin at 7:30 a.m., local time, and the annual meeting will commence at 8:00 a.m., local time, in the Florentine I Room of the Company’s corporate headquarters at Caesars Palace, One Caesars Palace Drive, Las Vegas, Nevada 89109. If you need assistance with directions to the annual meeting, please contact Charise Crumbley - Investor Relations at (702) 407-6292.

Q
WHO IS SOLICITING MY VOTE?
AOur Board is sending you and making available this proxy statement in connection with the solicitation of proxies for use at the annual meeting. The Company pays the cost of soliciting proxies. Proxies may be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by certain of our directors, officers and employees, without additional compensation. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of shares of our common stock, in which case we will reimburse these parties for their reasonable out-of-pocket expenses. The Company has also made arrangements with Morrow Sodali LLC to assist it in soliciting proxies and has agreed to pay Morrow Sodali LLC approximately $15,000 plus reasonable expenses for these services.

79
Q
HOW MANY SHARES MUST BE PRESENT TO CONDUCT THE ANNUAL MEETING?
AThe presence, in person or by proxy, of the holders of record of shares of our capital stock entitling the holders thereof to cast a majority of the votes entitled to be cast by the holders of shares of capital stock entitled to vote at the annual meeting constitutes a quorum. There must be a quorum for business to be conducted at the annual meeting. Failure of a quorum to be represented at the annual meeting will necessitate an adjournment or postponement of the annual meeting and will subject the Company to additional expense. Votes withheld from any nominee for director, abstentions and broker non-votes are counted as present or represented for purposes of determining the presence or absence of a quorum.

Q
WHAT IS THE VOTE REQUIRED TO ELECT DIRECTORS?
ADirectors are elected by a plurality of the votes cast by shareholders present in person or by proxy at the annual meeting and entitled to vote on the election of directors. “Plurality” means that the nominees receiving the greatest number of affirmative votes will be elected as directors, up to the number of directors to be chosen at the meeting. Abstentions and broker non-votes will not affect the outcome of the election of directors, because they are not considered votes cast.

Q
WHAT IS THE VOTE REQUIRED TO APPROVE THE OTHER PROPOSALS?
AThe vote required to approve Proposals 2 through 6 is as follows:

Proposals 2 and 4: The affirmative vote of a majority of the votes cast by shareholders present in person or by proxy at the annual meeting and entitled to vote at the annual meeting is required to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers (Proposal 2) and to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2019 (Proposal 4). Abstentions and broker non-votes are not considered votes cast. Accordingly, abstentions and broker non-votes will have no effect on Proposals 2 and 4. Proposal 4 is a routine matter and brokers are entitled to exercise their voting discretion without receiving instructions from the beneficial owner of the shares.

Proposal 3: The option for the frequency of future “say-on-pay” votes that receives the highest number of votes cast by shareholders will be considered approved by the shareholders on an advisory, non-binding basis. Abstentions and broker non-votes will have no effect on Proposal 3.

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Proposal 5: The affirmative vote of holders of at least two-thirds of the outstanding shares of the Company’s common stock entitled to vote at the annual meeting is required to approve the Special Meeting Charter Amendment. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” Proposal 5.

Proposal 6: The affirmative vote of holders of a majority of the outstanding shares of the Company’s common stock entitled to vote at the annual meeting is required to approve the Rights Plan Charter Amendment. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” Proposal 6.

Other matters may be voted on if they are properly brought before the annual meeting in accordance with our by-laws. If other matters are properly brought before the annual meeting, then the named proxies will vote the proxies they hold in their discretion on such matters. For matters to be properly brought before the annual meeting, we must have received written notice, together with specified information, not earlier than January 30, 2019 and not later than March 1, 2019. We did not receive notice of any properly brought matters by the deadlines for this year’s annual meeting.

Q
IS CUMULATIVE VOTING PERMITTED?
ACumulative voting is permitted only for the election of directors. In the election of directors, you may cumulate your votes. Cumulative voting allows you to allocate among the director nominees, as you see fit, the total number of votes you have the right to cast (before cumulating votes), multiplied by the number of directors to be elected. For example, if you own 100 shares of stock, and there are four directors to be elected at the annual meeting, you could allocate 400 “For” votes (four times 100) among as few or as many of the four nominees to be voted on at the annual meeting as you choose.

If you choose to cumulate your votes, you will need to submit a proxy card or a ballot and make an explicit statement of your intent to cumulate your votes, either by indicating in writing on the proxy card or by indicating in writing on your ballot when voting at the annual meeting. You will not be able to cumulate your votes if you vote by telephone or Internet. Accordingly, if you wish to cumulate your votes, you must vote using one of the other methods of voting available. See the question below “How do I vote if my shares are registered directly in my name?”

If you hold shares beneficially in street name through a broker or other nominee and wish to cumulate votes, you should contact your broker or other nominee for instruction.

If you vote by proxy card and sign your card with no further instructions, Eric Hession, Timothy Donovan and Michelle Bushore, as proxy holders, may cumulate and cast your votes in favor of the election of some or all of the applicable nominees in their sole discretion, except that none of your votes will be cast for any nominee as to whom you “Withhold” your vote.

Q
WHAT IF I ABSTAIN FROM VOTING?
AIf you attend the meeting or send in your signed proxy card but abstain from voting, you will still be counted for purposes of determining whether a quorum exists. For the effect of abstentions on the outcome of the vote on any proposal, see the questions above “What is the vote required to elect directors” and “What is the vote required to approve the other proposals?”.

Q
WHAT IS A “BROKER NON-VOTE”?
AUnder the NASDAQ rules, brokers and nominees may exercise their voting discretion without receiving instructions from the beneficial owner of the shares on proposals that are deemed to be routine matters. If a proposal is a non-routine matter, a broker or nominee may not vote the shares on the proposal without receiving instructions from the beneficial owner of the shares. If a broker turns in a proxy card expressly stating that the broker is not voting on a non-routine matter, such action is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum.

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Q
WILL MY SHARES BE VOTED IF I DO NOT SIGN AND RETURN MY PROXY CARD OR VOTE BY TELEPHONE OR OVER THE INTERNET?
A
If you are a registered shareholder and you do not sign and return your proxy card or vote by telephone or over the Internet, your shares will not be voted at the annual meeting. Questions concerning stock certificates and registered shareholders may be directed to Computershare, P.O. Box 505005, Louisville, KY 40233-5005 via regular U.S. mail or Computershare, 462 South 4thStreet, Suite 1600, Louisville, KY 40202 via overnight, certified or registered delivery or by telephone at (800) 962-4284. If your shares are held in street name and you do not issue instructions to your broker, your broker may vote your shares at its discretion on routine matters but may not vote your shares on non-routine matters. Under applicable stock market rules, Proposal 4 relating to the ratification of the appointment of the independent registered public accounting firm is deemed to be a routine matter, and brokers and other nominees may exercise their voting discretion without receiving instructions from the beneficial owners of the shares. Each of Proposals 1, 2, 3, 5 and 6 is a non-routine matter and, therefore, your broker will not be able to vote your shares without your instructions.

Q
HOW DO I VOTE IF MY SHARES ARE REGISTERED DIRECTLY IN MY NAME?
A
We offer four methods for you to vote your shares: in advance by telephone, through the Internet or by mail, or in person at the annual meeting. Instructions for voting in advance are included in the Notice at the beginning of this proxy statement. We encourage you to vote through the Internet or by telephone, as they are the most cost-effective methods for the Company.We also recommend that you vote as soon as possible, even if you are planning to attend the annual meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient, cost-effective alternatives to returning your proxy card by mail. There is no charge to vote your shares via the Internet, though you may incur costs associated with electronic access, such as usage charges from Internet access providers. If you choose to vote your shares through the Internet or by telephone, there is no need for you to mail your proxy card.

Q
HOW DO I VOTE MY SHARES IF THEY ARE HELD IN THE NAME OF MY BROKER (STREET NAME)?
AIf your shares are held in street name, you will receive a form from your broker or other nominee seeking instruction as to how to vote your shares. You should contact your broker or other nominee with questions about how to provide or revoke your instructions.

In the election of directors, you may cumulate your votes. If you hold shares in street name and wish to cumulate votes, you should contact your broker or other nominee for instruction.

Q
WHO WILL COUNT THE VOTE?
ABroadridge Financial Solutions, Inc. has been engaged as our independent inspector of election to tabulate shareholder votes for the 2019 annual meeting.

Q
CAN I CHANGE MY VOTE AFTER I RETURN OR SUBMIT MY PROXY?
AYes. Even after you have submitted your proxy, you can revoke your proxy or change your vote at any time before the proxy is exercised: by submitting a new proxy with a later date; by providing written notice to the Corporate Secretary or acting secretary of the annual meeting; or by voting in person at the annual meeting. Presence at the annual meeting of a shareholder who has appointed a proxy does not in itself revoke a proxy.

Q
MAY I VOTE AT THE ANNUAL MEETING?
AIf you are a registered holder and are permitted to attend the meeting (see “Who may attend the annual meeting?” above), you may complete a voting ballot at the meeting. If you already properly submitted your vote in advance and would like to change your vote at the meeting, then please give written notice that you would like to revoke your original proxy to the Corporate Secretary or acting secretary of the annual meeting.

If a broker, bank or other nominee holds your shares and you wish to vote in person at the annual meeting, you must first obtain a proxy issued in your name from the broker, bank or other nominee, otherwise you will not be permitted to vote in person at the annual meeting.

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INFORMATION ABOUT VOTING AND THE MEETING

Q
WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?
AWe intend to announce preliminary voting results at the annual meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC within four business days following the annual meeting. All reports we file with the SEC are available when filed. Please see the section “Other Information—Where to Find Additional Information.”

Q
WHERE CAN I FIND A LIST OF THE COMPANY’S SHAREHOLDERS?
AA list of the Company’s shareholders is available at the Company’s corporate headquarters, located at One Caesars Palace Drive, Las Vegas, Nevada 89109, during ordinary business hours, for 10 days prior to the annual meeting.

Q
WHEN ARE SHAREHOLDER PROPOSALS AND SHAREHOLDER NOMINATIONS DUE FOR THE 2020 ANNUAL MEETING?
AUnder Rule 14a-8 of the Exchange Act, the Corporate Secretary must receive a shareholder proposal no later than [●], 2020 in order for the proposal to be considered for inclusion in our proxy materials for the 2020 annual meeting. To otherwise bring a proposal or nomination before the 2019 annual meeting, you must comply with our by-laws. Currently, our by-laws require written notice to the Corporate Secretary between [●], 2020 and [●], 2020. The purpose of this requirement is to assure adequate notice of, and information regarding, any such matter as to which shareholder action may be sought. If we receive your notice before [●], 2020 or after [●], 2020, then your proposal or nomination will be untimely. In addition, your proposal or nomination must comply with the procedural provisions of our by-laws. If you do not comply with these procedural provisions, your proposal or nomination can be excluded. Should the Board nevertheless choose to present your proposal, the named proxies will be able to vote on the proposal using their discretion.

Q
HOW MANY COPIES SHOULD I RECEIVE IF I SHARE AN ADDRESS WITH ANOTHER SHAREHOLDER?
AThe SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. The Company and some brokers may be householding our proxy materials by delivering a single proxy statement and annual report to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, or if you are receiving multiple copies of the proxy statement and annual report and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you are a shareholder of record. You can notify us by sending a written request to our Corporate Secretary at Caesars Entertainment Corporation, One Caesars Palace Drive, Las Vegas, Nevada 89109, or by calling the Corporate Secretary at (702) 407-6000. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the annual report and proxy statement to a shareholder at a shared address to which a single copy of the documents was delivered.

2019 PROXY STATEMENT75

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APPENDIXANNEX A

CERTIFICATE OF AMENDMENT NO. 3 TO THE
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CAESARS ENTERTAINMENT CORPORATION

CAESARS ENTERTAINMENT CORPORATION, 2012 PERFORMANCE INCENTIVE PLAN


a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “This Amendment No. 3 (“ CorporationAmendment”), does hereby certify that:

I.The present name of the Corporation is “Caesars Entertainment Corporation”. The Corporation was originally incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware (the “DE Secretary”) on November 2, 1989 under the name “The Promus Companies Incorporated”.
II.

An Amended Certificate of Incorporation of the Corporation was filed with the DE Secretary on January 28, 2008. An Amended and Restated Certificate of Incorporation of the Corporation was filed with the DE Secretary on November 22, 2010 (the “First Amended and Restated Certificate”). A Second Amended and Restated Certificate of Incorporation amending and restating in its entirety the First Amended and Restated Certificate was filed with the DE Secretary on February 8, 2012. Three Amendments to the Second Amended and Restated Certificate of Incorporation were filed with the DE Secretary on October 6, 2017 (the Second Amended and Restated Certificate of Incorporation as amended on October 6, 2017, the “Second Amended and Restated Certificate”).

III.

This certificate of amendment (the “Certificate of Amendment”) to the Second Amended and Restated Certificate herein certified was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IV.

Article VI of the Second Amended and Restated Certificate is hereby amended by adding a new second paragraph reading in its entirety as follows:

“Subject to any rights of the holders of Preferred Stock as may be authorized by the Board of Directors in accordance withSection 4.2, unless otherwise prescribed by law, special meetings of stockholders, for any purpose or purposes, may only be called by a majority of the entire Board of Directors or stockholders of the Corporation that beneficially own at least 15% of the Common Stock of the Corporation, in the aggregate.”

V.

All other provisions of the Second Amended and Restated Certificate shall remain in full force and effect.

VI.

This Certificate of Amendment shall become effective on [●], 2019, at [●], Eastern Time.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Second Amended and Restated Certificate to be signed by its duly authorized officer on this [●] day of [●], 2019.

CAESARS ENTERTAINMENT CORPORATION
By:   
Name:
Title:

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ANNEX B

CERTIFICATE OF AMENDMENT TO THE
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CAESARS ENTERTAINMENT CORPORATION

CAESARS ENTERTAINMENT CORPORATION, a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

I.The present name of the Corporation is “Caesars Entertainment Corporation”. The Corporation was originally incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware (the “DE Secretary”) on November 2, 1989 under the name “The Promus Companies Incorporated”.
II.

An Amended Certificate of Incorporation of the Corporation was filed with the DE Secretary on January 28, 2008. An Amended and Restated Certificate of Incorporation of the Corporation was filed with the DE Secretary on November 22, 2010 (the “First Amended and Restated Certificate”). A Second Amended and Restated Certificate of Incorporation amending and restating in its entirety the First Amended and Restated Certificate was filed with the DE Secretary on February 8, 2012. Three Amendments to the Second Amended and Restated Certificate of Incorporation were filed with the DE Secretary on October 6, 2017 (the Second Amended and Restated Certificate of Incorporation as amended on October 6, 2017, the “Second Amended and Restated Certificate”).

III.

This certificate of amendment (the “Certificate of Amendment”) to the Second Amended and Restated Certificate herein certified was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IV.

The Second Amended and Restated Certificate is hereby amended by adding a new Article XIII reading in its entirety as follows:

“ARTICLE XIII
RIGHTS PLAN

Section 13.1. Except as provided inSection 13.2, so long as the Icahn Group, together with the Icahn Affiliates, beneficially owns an aggregate Net Long Position of at least 3.0% of the total outstanding Common Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations or similar type events), any Rights Plan adopted by the Board of Directors shall have a triggering “Acquiring Person” beneficial ownership threshold of 20% or higher;provided, that, if at the time the Rights Plan is adopted by the Board of Directors a person or “group” as defined under Section 13(d) of the Exchange Act (such person or group, a “Specified Person”) has a binding written agreement in place with the Corporation specifying that such Specified Person is restricted from acquiring Common Stock that, together with all other Common Stock beneficially owned by such Specified Person at such time, represent an aggregate beneficial ownership percentage of more than 20.0% of the then-outstanding Common Stock (each such aggregate beneficial ownership percentage, a “Specified Threshold”), then the beneficial ownership threshold applicable to such Specified Person shall equal, but not exceed, such Specified Person’s Specified Threshold. If the Board of Directors adopts a Rights Plan, such Rights Plan will be put to a vote of stockholders within 135 days of the date of adoption of such Rights Plan (the “135th Day Deadline”). If the Corporation fails to hold a stockholder vote on or prior to the 135th Day Deadline, then the Rights Plan shall automatically terminate on the 135th Day Deadline. If a stockholder vote is held on the Rights Plan and it is not approved by the holders of a majority of shares voted, then the Rights Plan shall expire on a date not later than the 135th Day Deadline. The term “beneficial ownership” as used in the Rights Plan shall mean beneficial ownership as such term is defined in Rule 13d-3 promulgated by the SEC under the Exchange Act. The term “Rights Plan” shall mean any plan or arrangement of the sort commonly referred to as a “rights plan” or “stockholder rights plan” or “shareholder rights plan” or


2019 PROXY STATEMENT77

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ANNEX B

“poison pill” that is designed to increase the cost to a potential acquirer of exceeding the applicable ownership thresholds through the issuance of new rights, common stock or preferred stock (or any other security or device that may be issued to stockholders of the Corporation other than ratably to all stockholders of the Corporation) that carry severe redemption provisions, favorable purchase provisions or otherwise, and any related rights agreement that effectuates the Rights Plan.
Section 13.2. The Board of Directors may, with the approval of the Icahn Designees (so long as there are Icahn Designees serving on the Board of Directors), adopt a Rights Plan to protect the Corporation’s net operating losses; provided that (i) at the time of the Board of Directors’ determination, there are aggregate “owner shifts” (as defined in Section 382 of the Internal Revenue Code) of at least thirty (30) percentage points; (ii) an “ownership change” of the Corporation (as defined in Section 382) would significantly reduce the present value of the net operating losses; (iii) the duration of the Rights Plan will be no longer than three years; (iv) the Rights Plan will not apply to the Icahn Group’s or any other shareholders’ then-existing beneficial ownership in the Common Stock, but, for the avoidance of doubt, will apply to the acquisition by the Icahn Group or any such other shareholder of beneficial ownership of any additional shares of Common Stock; and (v) the Board of Directors is not adopting such Rights Plan with the intent to circumvent its obligations under Section 1(e) of the Director Appointment and Nomination Agreement referred to in Section 13.3 or the Corporation’s By-Laws.
Section 13.3. For purposes of this Article XIII, “Icahn Group”, “Icahn Affiliates”, “Icahn Designees” and “Net Long Position” shall have the meanings set forth in that certain Director Appointment and Nomination Agreement, dated as of March 1, 2019, among the Corporation, Mr. Carl Icahn and the other parties thereto, which was filed with the SEC on March 1, 2019, as amended by that certain First Amendment to Director Appointment and Nomination Agreement, dated as of March 28, 2019, among the Corporation, Mr. Carl Icahn and the other parties thereto, which was filed with the SEC on March 29, 2019.”
V.All other provisions of the Second Amended and Restated Certificate shall remain in full force and effect.
VI.This Certificate of Amendment shall become effective on [●], 2019, at [●], Eastern Time.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Second Amended and Restated Certificate to be signed by its duly authorized officer on this [●] day of [●], 2019.

CAESARS ENTERTAINMENT CORPORATION
By:   
Name:
Title:

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CORPORATE SOCIAL RESPONSIBILITY*

Corporate social responsibility (“CSR”) provides direction for each and every one of us at Caesars to act with integrity and care for our colleagues, guests, communities and the environment. PEOPLE, PLANET, PLAY is Caesars’ CSR framework.

PEOPLE

50-50 by 2025
commitment to achieve gender equality
among leadership ranks by 2025

Selected as one of the Civic 50
for the fourth year running (consumer
discretionary category) (2018 figure)

1.71M
hours invested in employee training
and development

$63M+
total community giving (including
licensed and discretionary giving)

100%
perfect score in Human Rights Campaign
Corporate Equality Index for the 12th
consecutive year (2018 figure)

331,000+
reported employee hours
volunteered in the community

54%
employees from minority groups

PLANET

Scope 1,2 and
3 targets
approved by the Science
Based Targets initiative,
committing Caesars
to far-reaching climate
change mitigation
through 2050

100%
of hotel properties
in North America
achieved a 4
Green Key or
higher eco-rating
(2018 figure)

-23%
absolute greenhouse gas
emissions since 2011

17%
increase in suppliers
responding to CDP
climate disclosure

A score in CDP
disclosures
A-: climate
A: supply chain
(2018 figure)

41%
of waste diverted away
from landfills in 2017

7.2M
kilowatt-hours of energy
saved every year through
retro-commissioning at
Caesars Palace

-11%
absolute water use since
2008

PLAY

1,000+
Responsible Gaming
Ambassadors at
our properties in
North America
(2018 figure)

>115M
guest visits per year

#3
promoter of live
entertainment worldwide,
ranked by Billboard

15 years
of Responsible Gaming
Ambassadors, leading
the industry in
Responsible Gaming
(2018 figure)

18,000
rooms
at our Las Vegas
resorts installed
IvyTM, a 24-hour
virtual concierge
service to further
improve guest
experience at
our properties

>10,000
Live entertainment
shows per year

8
top honors from
Loyalty360 including
Best In Class for
Employee Focus
(2018 figure)

52,518
employees trained in
Responsible Gaming

25M yen
(approx. $250,000)
pledged as an initial
phase in our new
CSR fund to advance
Responsible Gaming
initiatives in Japan


*All data points are from 2017, unless otherwise noted.

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One Caesars Palace Drive ● Las Vegas, Nevada 89109 ● NASDAQ: CZR ● Caesars.com


Table of Contents

 
CAESARS ENTERTAINMENT CORPORATION
ONE CAESARS PALACE DRIVE
LAS VEGAS, NV 89109

VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 23, 2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 23, 2019. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.




PRELIMINARY—SUBJECT TO COMPLETION



TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E76040-P24885KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
CAESARS ENTERTAINMENT CORPORATION
The Board of Directors recommends a Vote FOR proposals 1, 2, 4, 5, 6 and FOR every ONE YEAR on proposal 3.
1.To elect eight directors to serve until the 2020 annual meeting of the shareholders of the Company or until such director's respective successor is duly elected and qualified.
Nominees:ForWithhold
1a.Thomas Benninger☐☐
1b.Juliana Chugg☐☐
1c.Keith Cozza☐☐
1d.John Dionne☐☐
1e.James Hunt☐☐
1f.Courtney Mather☐☐
1g.Anthony Rodio☐☐
1h.Richard Schifter☐☐
ForAgainstAbstain
2.To approve, on an advisory, non-binding basis, named executive officer compensation.☐☐☐

To cumulate votes as to a particular nominee as explained in the Proxy Statement, check box to the right then indicate the name(s) and the number of votes to be given to such nominee(s) on the reverse side of this card. Please do not check box unless you want to exercise cumulative voting. The total number of votes distributed to the nominees cannot exceed the total number of your cumulated votes. If you do not wish to allocate your votes on a cumulative basis, you can vote "For" any nominee(s) or "Withhold" any vote from any nominee(s) by marking the corresponding box. If you distribute votes to a nominee, it is not necessary to also mark the "For" box because such distribution is assumed to represent a vote "For" such nominee.

☐
1 Year2 Years3 YearsAbstain
3.To select, on an advisory, non binding basis, the frequency of future advisory votes on named executive officer compensation.☐☐☐☐
ForAgainstAbstain
4.To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2019.☐☐☐
5.To approve a proposed amendment to the Company's Charter to enable shareholders who beneficially own at least 15% of the Company's outstanding common stock to call special meetings.☐☐☐
6.To approve a proposed amendment to the Company's Charter to restrict the Company's ability to adopt any "rights plan" or "poison pill".☐☐☐
7.To transact such other business as may properly come before the meeting or any adjournment of the meeting.
YesNo
Please indicate if you plan to attend this meeting.☐☐
Please sign exactly as your name(s) appears on the stock certificate. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.


Signature [PLEASE SIGN WITHIN BOX]Date
Signature (Joint Owners)Date


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PRELIMINARY—SUBJECT TO COMPLETION






Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.






E76041-P24885

Proxy — Caesars Entertainment Corporation 2012 Performance Incentive Plan
Annual Meeting of Shareholders
June 24, 2019, 8:00 A.M. (Pacific Time)
This Proxy is solicited on Behalf of the Board of Directors

The undersigned hereby appoints each or any of Eric Hession, Timothy Donovan, and Michelle Bushore (the “Plan”"Named Persons"), is adopted by as proxies, with full power of substitution, to vote the shares of common stock of Caesars Entertainment Corporation, a Delaware corporation (the “Company”"Company"). Capitalized terms used in this Amendment and not otherwise defined shall have, the same meanings assignedundersigned is entitled to them in the Plan.

RECITALS

A. Section 4.2 of the Plan provides that the maximum number of shares of Common Stock that may be delivered pursuant to awards granted under the Plan is the sum of (1) 14,867,018 shares of Common Stock, plus (2) the number of shares of Common Stock subject to stock options granted under the Company’s Management Equity Incentive Plan (the “MEIP”) and outstanding on the Stockholder Approval Date (as such term is used in the Plan) which expired, or for any reason were cancelled or terminated, after the Stockholder Approval Date without being exercised, plus (3) the number of shares of Common Stock that, as of the Stockholder Approval Date, remained available for issuance pursuant to the MEIP, other than shares of Common Stock subject to options that were outstanding as of the Stockholder Approval Date.

B. Section 8.6 of the Plan provides that the Board of Directors of the Company (the “ Board ”) may amend or modify the Plan at any time, provided , however , that to the extent necessary to comply with any applicable law, the Company must obtain stockholder approval of any Plan amendment as required.

C. The Board believes it to be in the best interests of the Company and its stockholders to amend the Plan to increase the maximum number of shares of Common Stock that may be delivered pursuant to awards granted under the Plan, pursuant to Section 4.2 of the Plan, subject to approval by the stockholders of the Company.

AMENDMENT

1. Subject to approval by the stockholders of the Company, Section 4.2 of the Plan is hereby amended by striking “14,867,018” and replacing it with “22,367,018”.

2. Except as otherwise expressly set forth in this Amendment, all other Articles, Sections, terms and conditions of the Plan remain unchanged and in full force and effect.


Appendix A-1



APPENDIX B

CAESARS ENTERTAINMENT CORPORATION 2009 SENIOR EXECUTIVE INCENTIVE PLAN
(amended and restated December 7, 2012)
I.PURPOSE
The purposes of the Caesars Entertainment Corporation 2009 Senior Executive Incentive Plan (as amended and restated, the “Plan”) are: 1) to attract and retain highly qualified individuals; 2) to obtain from each the best possible performance; 3) to establish a performance goal based on objective criteria; 4) to further underscore the importance of achieving business objectives for the short and long term; and 5) to include in such individual’s compensation package annual and long-term incentive components which are tied directly to the achievement of those objectives. Such components are intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), so as to be fully deductible by Caesars Entertainment Corporation, formerly known as Harrah’s Entertainment, Inc. (“Caesars”), and its subsidiary companies (collectively, the “Company”), and to not constitute deferred compensation within the meaning of Section 409A of the Code. This Plan amends and restates in its entirety the Harrah’s Entertainment, Inc. 2009 Senior Executive Incentive Plan, originally effective January 1, 2009 (the “Original Plan”).
II.EFFECTIVE DATE; TERM
The Plan (as amended and restated) is effective as of December 7, 2012 (the “Effective Date”), subject to approval by the affirmative vote of a majority of the voting shares of Caesars, and shall remain in effect until such time as it shall be terminated by the Human Resources Committee of the Board of Directors of Caesars or any successor thereto, or a successor thereof (the “Committee”).
III.ELIGIBILITY AND PARTICIPATION
Eligibility to participate in the Plan is limited to senior executives of the Company who are or who at some future date may be subject to Section 16 of the Securities Exchange Act of 1934, as amended, and such other senior executives of the Company designated as eligible for participation by the Committee. Participants in the Plan (“Participants”) shall be selected annually by the Committee from those senior executives who are eligible to participate in the Plan.
IV.BUSINESS CRITERIA
The Plan’s performance goal shall be based upon the Company’s EBITDA. The “Company’s EBITDA” shall mean the Company’s consolidated net income before deductions for interest expense, income tax expense, depreciation expense, amortization expense for the performance period, each computed in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The Committee may make adjustments to the calculation of the Company’s EBITDA when the performance goal is established.
V.PERFORMANCE GOAL AND PERFORMANCE PERIODS
The performance goal of each award under will be attained if the Company’s EBITDA for the performance period is positive.
Performance periods under this Plan shall consist of periods consisting of one or more fiscal years of the Company, or portions thereof, as designated by the Committee. Performance periods in the Plan may overlap.
By no later than the latest time permitted by Section 162(m) of the Code (generally, for performance periods of one year or more, no later than 90 days after the commencement of the performance period) and while the performance relating to the performance goal remains substantially uncertain within the meaning of Section 162(m) of the Code, the Committee shall grant awards for Participants for such performance period, which shall be the maximum awards specified in Section VI or such lesser awards as the Committee may determine.
Subject to the foregoing and to the limitations set forth in Section VI, no awards shall be paid to Participants unless and until the Committee makes a certification in writing with respect to the amount of the Company’s EBITDA as required by Section 162(m) of the Code.
VI.DETERMINATION OF AMOUNTS OF AWARDS
The Committee may grant awards to Participants which shall be payable if the Company’s EBITDA is positive. The maximum aggregate amount of any award payable to any Participant for any single fiscal year of the Company shall be one half percent (0.5%) of the Company’s EBITDA for such period.

Appendix B -1

The Committee shall have authority to exercise discretion in determining the amount of the award granted to each Participant at the beginningAnnual Meeting of a performance period and to exercise discretion to reduce the amount of an award which shall be payable to each Participant at the end of each performance period, subject to the terms, conditions and limits of the Plan.
The Committee may at any time establish (and once established, rescind, waive or amend) additional conditions and terms of payment of awards (including but not limited to the achievement of other financial, strategic or individual goals, which may be objective or subjective) as it deems desirable in carrying out the purposes of the Plan and may take into account such other factors as it deems appropriate in administering any aspect of the Plan. However, the Committee shall have no authority to increase the amount of an award granted to any Participant or to pay an award under the Plan in excess of the maximum targeted bonus set forth above. In determining the amount of any award to be granted or to be paid to any Participant, the Committee shall give consideration to the contribution which may be or has been made by the Participant to achievement of the Company’s established objectives and such other matters as it shall deem relevant.
The payment of an award to a Participant with respect to any performance period shall be conditioned upon the Participant’s employment by the Company on the last day of the performance period; provided, however, that in the discretion of the Committee, awards may be paid to Participants who have retired or whose employment has terminated after the beginning of the period for which an award is made, or to the designee or estate of a Participant who died during such period to the extent permitted by Section 162(m) of the Code. Notwithstanding the foregoing, there is no right of any Participant to receive any payment upon retirement or other termination of employment, and such award, if any, will be made at the sole discretion of the Committee and no payment shall be made if the Company’s EBITDA is not positive.
VII.FORM OF AWARDS
All awards shall be determined by the Committee and shall be paid in cash.
VIII.PAYMENT OF AWARDS
An award shall be paid no later than 2 ½ months following the end of the applicable performance period with respect to which the award has been granted. Following the end of the applicable performance period with respect to which an award has been granted, the Committee shall certify, in writing, that (a) the amount payable in respect of such award does not exceed the limitations set forth in Section VI and (b) the amount payable to a Participant in respect of such award does not exceed the amount of the maximum targeted award granted to such Participant at the beginning of the performance period. If the Committee deems it appropriate or advisable, it may request a report from a public accounting firm stating the amount of the Company’s EBITDA for such performance period.
IX.CLAWBACK AND FORFEITURE
Notwithstanding anything to the contrary contained in the Plan, unless a written agreement evidencing the grant of an award (if any) provides otherwise: (a) in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under applicable securities laws that reduces the amount payable or due in respect of an award under the Plan that would have become payable had the Company’s EBITDA been properly reported (as determined by the Committee), (i) the award will be cancelled and (ii) a Participant will forfeit the cash payable pursuant to the award and the amount(s) (if any) paid to the Participant in respect of the award (and the Participant may be required to return or pay such amount to the Company); (b) if, following a Participant’s termination of employment with the Company, the Committee determines that the Company had grounds to terminate such Participant for “cause” (as such term is defined in the Committee’s discretion, or as set forth in a written employment or award agreement between the Company and the Participant) then the Committee may, in its sole discretion, (i) cancel any outstanding portion of an award granted under the Plan (whether earned or unearned) that is held by such Participant without payment therefor and/or (ii) require the Participant or other person to whom any payment has been made in connection with such award after the date of the conduct constituting cause, to forfeit and pay to the Company, on demand, all or any portion of the amount(s) received upon the payment of any other award granted under the Plan following the date of the conduct constituting cause; (c) to the extent required (i) by applicable law (including without limitation the Sarbanes Oxley Act and Section 954 of the Dodd Frank Act), (ii) the rules and regulations of any United States national securities exchange or inter-dealer quotation system on which shares of Caesars common stock are listed or quoted, and/or (iii) pursuant to a written policy adopted by the Company (as in effect and/or as amended from time to time), awards under the Plan shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall bedeemed incorporated by reference into the Plan and all written agreements evidencing the grant of any outstanding award (if any)).
X.SPECIAL AWARDS AND OTHER PLANS
Nothing contained in the Plan shall prohibit the Company from granting awards or authorizing other compensation to any person under any other plan or authority or limit the authorityShareholders of the Company to establish other special awards or incentive compensation plans providing for the payment of incentive compensation to employees (including those employees who are eligible to participatebe held in the Plan).

Appendix B -2

XI.STOCKHOLDER APPROVAL
The holders of the voting common stock ofFlorentine I Room, Caesars approved the Original PlanPalace, Las Vegas, NV 89109, on December 11, 2008. The Plan (as amendedMonday, June 24, 2019 at 8:00 A.M. Pacific Time and restated) shallall adjournments thereof.

This proxy, when properly executed, will be resubmitted to the holders of the voting common stock of Caesars for approval as required by Section 162(m) of the Code if it is amended in any way which changes the material terms of the Plan’s performance goal, including by materially modifying the performance goal, increasing the maximum award payable under the Plan or changing the Plan’s eligibility requirements, if awards under the Plan are intended to continue qualify as performance-based compensation under Section 162(m) of the Code.

XII.ADMINISTRATION, AMENDMENT AND INTERPRETATION OF THE PLAN
The Committee shall administer the Plan. The Committee shall consist solely of two or more members of the Board of Directors of Caesars who shall qualify as “outside directors” under Section 162(m) of the Code. The Committee shall have full power to construe and interpret the Plan, establish and amend rules and regulations for its administration, and perform all other acts relating to the Plan, including the delegation of administrative responsibilities, that it believes reasonable and proper and in conformity with the purposes of the Plan and the requirements of Section 162(m) of the Code.
The Committee shall have the right to amend the Plan from time to time or to repeal it entirely or to direct the discontinuance of awards either temporarily or permanently; provided, however, that no amendment of the Plan that (1) changes the maximum award payable to any Participant as set forth in Section VI, (2) materially amends the definition of the Company’s EBITDA as used in Section IV or (3) changes to the criteria for being a Participant of the Plan, shall be effective before approval by the affirmative vote of a majority of voting common stock of Caesars.
Any decision made, or action taken, by the Committee arising out of or in connection with the interpretation and/or administration of the Plan shall be final, conclusive and binding on all persons affected thereby.
XIII.RIGHTS OF PLAN PARTICIPANTS
Neither the Plan, nor the adoption or operation of the Plan, nor any documents describing or referring to the Plan (or any part hereof) shall confer upon any Participant any right to continuevoted in the employ ofmanner directed herein. If no direction is made, this proxy will be voted FOR all nominees for director, FOR each proposal, and FOR every ONE YEAR on proposal 3. In their discretion, the Company or shall interfere with or restrict in any wayNamed Proxies are authorized to vote upon such other matters that may properly come before the rights of the Company, which are hereby expressly reserved, to discharge any Participant at any time for any reason whatsoever, with or without cause.
No individual to whom an award has been madeAnnual Meeting or any other party shall haveadjournment or postponement thereof.

You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any interest in the cash or any other asset of the Company priorbox if you wish to such amount being paid. No right or interest of any Participant shall be assignable or transferable, or subject to any claims of any creditor or subject to any lien.

XIV.MISCELLANEOUS
The Company shall deduct all federal, state and local taxes required by law or Company policy from any award paid hereunder. In no event shall the Company be obligated to make an award to any Participant for any period by reason of the Company’s payment of an award to such Participant in any other period, or by reason of the Company’s payment of an award to any other Participant or Participants in such period or in any other period. Nothing contained in this Plan shall confer upon any person any claim or right to any awards hereunder. Such awards shall be made at the sole discretion of the Committee.
The Plan shall be unfunded. Amounts payable under the Plan are not and will not be transferred into a trust or otherwise set aside. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any award under the Plan. Any accounts under the Plan are for bookkeeping purposes only and do not represent a claim against the specific assets of the Company.
It is the intent of the Company that the Plan and awards made hereunder shall satisfy and shall be interpreted in a manner that satisfies any applicable requirements as qualified performance-based compensation within the meaning of Sections 162(m) and 409A of the Code. Any provision, application or interpretation of the Plan that is inconsistent with this intent to satisfy the standards in Sections 162(m) and 409A of the Code shall be disregarded.
Any provision of the Plan that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the Plan. The Plan and the rights and obligations of the parties to the Plan shall be governed by, and construed and interpretedvote in accordance with the lawBoard of Directors’ recommendation. The Named Proxies cannot vote the State of Delaware (without regard to principles of conflicts of law).shares unless you sign and return this card.

CUMULATE: 
(If you noted cumulative voting instructions above, please check the corresponding box on the reverse side.)

Appendix B -3