| • | | 2021 PROXY STATEMENT 33
EXECUTIVECOMPENSATIONMATTERS
Annual Incentives (Cash Based Bonus Plan)
The goals under our annual incentive plan are designed to be straight-forward in order to focus participants on clearly measurable metrics, balance corporate75th percentile TSR ranking and property performance by individual participants, and implement the appropriate level of upside/downside reward potential. Annual incentive awards have historically been based on achievement of Adjusted EBITDA. Performance targets are set annually at the start of the applicable fiscal year. Consistent with prior years, Adjusted EBITDA was originally established as the sole performance metric for 2020 because the Compensation Committee believed that it most accurately reflects our results of operations and represents a key performance metric in the gaming/casino industry.
In anticipation of the closing of the Merger, the pre-Merger Compensation Committee reviewed market values from an annual total compensation study presented by Aon with respect to the NEOs included in last year’s proxy statement. Based on a review of this independent market data and the recommendations of the pre-merger Compensation Committee, the existing Compensation Committee approved the proposed increases in annual target bonus opportunities for the NEOs included in last year’s proxy statement as shown below. The Compensation Committee also approved an increase in Ms. Lepori’s annual target bonus opportunity shortly following the closing of the Merger, taking into account her increased roles and responsibilities as a result of the Merger.
| | | | | EXECUTIVENAME | | PRE-MERGER % OF BASE SALARY | | POST-MERGER % OF BASE SALARY | Mr. G. Carano | | 125% | | No Change | Mr. Reeg | | 150% | | 200% | Mr. Yunker | | 100% | | 125% | Mr. A. Carano | | 125% | | No Change | Ms. Lepori | | 50% | | 60% |
As discussed below, although target bonus opportunity levels were increased for certain of the NEOs shortly following the Merger, the NEOs who were included in last year’s proxy statement agreed that they would not earn or receive an annual bonus in respect of 2020 performance, and Ms. Lepori was paid a bonus equal to only 35% of her target award.
With respect to the Adjusted EBITDA financial metric, performance levels for threshold and maximum bonus opportunities were established at the beginning of 2020 at 90% and 120%, respectively,above: 200% of target level. The following table sets forth the threshold, target, and maximum levels established under the 2020 annual incentive plan, which were established prior to the COVID-19 pandemic and prior to the closing of the Merger, based on ERI’s budget for 2020:
| | | | | PERFORMANCELEVEL
| | PERFORMANCEREQUIREMENT
| | CONSOLIDATEDADJUSTEDEBITDA
(‘000’S)
| Threshold
| | 90% of target goal
| | $532,065
| Target
| | 100% of target goal
| | $591,183
| Maximum
| | 120% of target goal
| | $709,420payout.
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| • | | 34 CAESARS ENTERTAINMENT50®th
EXECUTIVECOMPENSATIONMATTERS
Shortly following the Merger, the Compensation Committee re-assessed the 2020 Adjusted EBITDA goals that had been established in order to account for (1) the impact of the COVID-19 pandemic on the Company’s operations and (2) the Merger. The government-mandated shutdowns for a portion of 2020 as a result of the COVID-19 pandemic had a significant impact on our operations, and by the time the Merger occurred, it became clear that the goals established prior to the COVID-19 pandemic were no longer achievable. Taking this in account, and in an effort to preserve liquidity, the Compensation Committee and the executive officers who were NEOs in last year’s proxy statement agreed that, rather than adjusting the existing Adjusted EBITDA goals or otherwise modifying the existing structure of the 2020 bonus program, the executive officers who were NEOs in last year’s proxy statement would not earn or receive an annual bonus in respect of 2020 performance. Notably, no discretionary bonuses were paid in respect of 2020 annual bonuses.
| | | EXECUTIVENAME
| | ANNUALBONUSEARNEDFOR 2020 | Mr. G. Carano
| | $0
| Mr. Reeg
| | $0
| Mr. Yunker
| | $0
| Mr. A. Carano
| | $0
| Ms. Lepori
| | $103,063
|
At the discretion of the Compensation Committee, Ms. Lepori, who was not an NEO in previous years, received an annual bonus for 2020 in order to recognize her efforts with the Merger, integration initiatives, and significant role overseeing the COVID-19 pandemic response as it relates to employees of the Company. Ms. Lepori’s bonus payment was representative of 35% of her target award, which is below the 50% threshold payout opportunity originally set by the Compensation Committee based on 2020 performance metrics. 50% of this bonus was paid in December 2020 and the remaining 50% was paid in early 2021.
LONG-TERM INCENTIVES (EQUITY AWARDS)
Our 2015 Equity Incentive Plan (as amended and restated, the “Plan”) allows us to grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, other stock-based awards, and performance compensation awards.
Based on a thorough review of Aon’s independent market data described above, the Compensation Committee determined that the annual target LTI levels for the NEOs included in last year’s proxy statement were appropriately aligned to market, except for Mr. Reeg, whose annual target LTI level was adjusted to 350% of base salary. The Compensation Committee also determined that it was appropriate to increase Ms. Lepori’s annual target LTI level to percentile TSR ranking: 100% of base salary. Pre-Merger and post-Merger target LTI values for each of the NEOs were as follows:payout.
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| | | | | EXECUTIVENAME | | PRE-MERGER % OF BASE SALARY | | POST-MERGER % OF BASE SALARY | Mr. G. Carano | | 230% | | No Change | Mr. Reeg | | 300% | | 350% | Mr. Yunker | | 200% | | No Change | Mr. A. Carano | | 200% | | No Change | Ms. Lepori | | 80% | | 100% |
| • | | 2020 Equity Mix
As in past years, our equity compensation mix was 50% restricted stock units (“RSUs”) and 50% performance shares (“PSUs”) for the equity awarded in 2020.
2020 Regular PSU Grant
Consistent with past practice, the PSUs awarded in January 2020 are subject to a two-year performance period (2020 and 2021), with a one-year additional service-based vesting requirement following the end of the performance period, resulting in a total vesting period of three years from the grant date. Performance achievement over the two-year performance period is measured by averaging the level of achievement of Adjusted EBITDA attained during each of 2020 and 2021. PSUs are earned as follows:
35th percentile TSR ranking: 50% of target earned at threshold performance; 100% of target earned at target performance; and
2021 PROXY STATEMENT 35
EXECUTIVECOMPENSATIONMATTERS
200% of target earned at maximum performance.
No award is earned if performance falls below the threshold level.
We generally do not disclose forward-looking goals for our multi-year incentive programs, because the Company does not provide forward-looking guidance to our investors with respect to multi-year periods and it is competitively sensitive information. Consistent with our past and current practice, we will generally disclose multi-year performance goals in our regular programs in full after the close of the performance period.
The equity grants made to the NEOs in January 2020 are summarized below:
| | | | | EXECUTIVENAME | | RSUS*
TARGET GRANT
VALUE | | PSUS*
TARGET GRANT
VALUE | Gary L. Carano | | $1,353,550 | | $1,353,550 | Thomas R. Reeg | | $2,568,000 | | $2,568,000 | Bret Yunker | | $802,500 | | $802,500 | Anthony L. Carano | | $1,070,000 | | $1,070,000 | Stephanie Lepori | | $173,040 | | $173,040 |
* | The target grant values set forth in the table above differ from the values reflected in the Summary Compensation Table. The target grant values shown in the table above reflect the target level awards approved by the Compensation Committee for each of the NEOs, whereas the value shown in the Summary Compensation Table is based on the grant date fair value computed in accordance with Accounting Standards Codification 718.
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2020 Transformation Equity Grants to NEOs
In connection with the consummation of the highly successful Merger, the Compensation Committee approved a special one-time transformation equity grant to the executive officers who were NEOs in last year’s proxy statement. This grant measures our 3-year total shareholder return (TSR) against the S&P 400 Midcaps, covering the period beginning July 20, 2020 (the date of the Merger) through July 19, 2023.
The objective of the transformation equity grant is to capitalize on the synergies, efficiencies, and growth strategy of the newly combined company. The grant is intended to motivate our senior management team to maximize the wealth accumulation of our shareholders by outperforming the S&P 400 Midcaps. The performance and payout leverage for this one-time transformation grant is as follows:
• | | 75th percentile TSR ranking: 200% of target payout
|
• | | 50th percentile TSR ranking: 100% of target payout
|
• | | 35th percentile TSR ranking: 50% of target payout
|
• | | Below 35th percentile: No payoutpayout.
|
| • | | Below 35th percentile: No payout. |
| | | | | | | | | | | | | | | | | | 38 | |  | | 2023 PROXY STATEMENT | | | | |
Payouts for performance between threshold, target, and maximum percentile requirements are interpolated on a straight-line basis. | • | | If our 3-year TSR is negative, then payouts arethe final payout level for these awards will be capped at “target”, even if our TSR falls above the 50th percentile of the TSR ranking against the peer group. For example, if our 3-year TSR is negative, but our TSR ranking was attained at the 75th percentile, the final award payout level would be 100% of target, regardless of final ranking.not 200%. |
Adjusted EBITDA The portion of the 2022 annual LTI awards that is based on Adjusted EBITDA is intended to motivate our senior management team to achieve operational performance that is aligned to top-line operating metrics. The Board and management view Adjusted EBITDA as a critical indicator of Company performance given the nature of our business, which is why the Compensation Committee determined it was appropriate to include Adjusted EBITDA as a performance metric in both the 2022 annual incentive plan and the 2022 LTI programs. Adjusted EBITDA is a useful indicator of cash flow from operations, which continues to be of importance to our business. For each calendar year ended or ending December 31st of 2022, 2023 and 2024 (each, a “Performance Year”), the Compensation Committee will establish a “target” level of Adjusted EBITDA to be achieved for such Performance Year (each, a “Performance Year Target”). The percentage at which each Performance Year Target has been achieved will be averaged following the end of the full three-year performance period in order to calculate the cumulative percentage of achievement of the overall Adjusted EBITDA goal (the “Cumulative Percentage”). Based on the payout percentage (the “Payout Percentage”) applicable to the Cumulative Percentage, a number of performance stock units as a percentage of the target number of PSUs granted in respect of the Adjusted EBITDA metric (the “EBITDA Target Award”) will remain eligible to vest at the end of the total three-year performance period, subject to continued employment through the last day of such 3-year period. The Adjusted EBITDA performance target and actual achievement (as calculated for purposes of determining incentive compensation) is disclosed annually in our CD&A. Please reference “Annual Incentives (Cash-Based Bonus Plan)” on pages 36—37 for the fiscal year 2022 Adjusted EBITDA performance goals and actual achievement. The payout slopes for this portion of the 2022 LTI awards are the same as the payout slopes established for the 2022 annual incentive plan (i.e., 90% achievement results in 50% payout, 100% achievement results in 100% payout and 115% achievement and above results in 200% payout). If the Cumulative Percentage is less than 90%, then the Payout Percentage related to the EBITDA Target Award will be 0%. Straight-line interpolation will be used to determine the Payout Percentage for any Cumulative Percentage between 90% and 100% and between 100% and 115%, based upon the Payout Percentages set forth above. The Compensation Committee reserves the authority to make appropriate adjustments to the calculations and determinations of the applicable performance targets/level of achievement. The 2022 annual LTI grants to the NEOs were as follows: | | | | | | | | | | | | | EXECUTIVE NAME | | TARGET AS A %
OF SALARY | | | RSU* TARGET
GRANT VALUE | | | PSU* TARGET
GRANT VALUE | | | | | | Thomas R. Reeg | | | 450% | | | $ | 4,500,000 | | | $ | 4,500,000 | | | | | | Bret Yunker | | | 300% | | | $ | 1,725,000 | | | $ | 1,725,000 | | | | | | Anthony L. Carano | | | 300% | | | $ | 2,025,000 | | | $ | 2,025,000 | | | | | | Edmund L. Quatmann, Jr. | | | 200% | | | $ | 775,000 | | | $ | 775,000 | | | | | | Stephanie Lepori | | | 200% | | | $ | 700,000 | | | $ | 700,000 | |
| * | TargetThe target grant values forset forth in the transformation equitytable above differ from the values reflected in the Summary Compensation Table. The target grant (as a percentage of base salary) werevalues shown in the table above reflect the target level awards approved by the Compensation Committee as follows:
Mr. Reeg: 150% of base salary
Mr. Yunker: 150% of base salary
Mr. A. Carano: 115% of base salary
Mr. G. Carano did not receive a transformation equity grant. Ms. Lepori was not a NEO at the time of the Compensation Committee’s decision and therefore she did not receive a performance-based transformation equity grant. Instead, she received a transformation RSU grant with a target value equal to $1,950,000. This award will cliff vest on August 20, 2023, subject to her continued employment with the Company through that date.
36 CAESARS ENTERTAINMENT®
EXECUTIVECOMPENSATIONMATTERS
The transformation equity grants to the NEOs were as follows:
| | | | | EXECUTIVENAME | | TARGETGRANT
VALUE–ONE-TIME
TRANSFORMATION
EQUITYGRANT* | | | | Thomas R. Reeg | | $ | 3,000,000 | | | | Bret Yunker | | $ | 1,500,000 | | | | Anthony L. Carano | | $ | 1,500,000 | |
* | The target grant date values set forth in the table above differ from the values shown for the relative TSR awards in the Summary Compensation Table. The target grant date values shown in the table above reflect the target level awards approved by the Compensation Committee for each of the NEOs, whereas the value shown in the Summary Compensation Table is based on the probable outcome of the percentage of vesting of such shares using a Monte Carlo multiple probability simulation model.
|
Also, in connection with the Merger, the Compensation Committee approved additional time-based RSU grants to the NEOs. These time-based grants vest ratably over three years, subject to continued employment. These time-based grants were intended to align the grant value of time-based LTI awards granted during 2020 with the incremental increases in base salary approved for the NEOs in connection with the Merger, as described above. These RSU grants to the NEOs were as follows:
| | | | | EXECUTIVENAME | | TARGETGRANT
VALUE–ADDITIONAL
TIME-BASEDRSU
GRANT* | | | | Gary L. Carano | | $ | 229,824 | | | | Thomas R. Reeg | | $ | 835,235 | | | | Bret Yunker | | $ | 176,995 | | | | Anthony L. Carano | | $ | 206,120 | | | | Stephanie Lepori | | $ | 136,183 | |
* | The target grant values set forth in the table above differ from the values reflected in the Summary Compensation Table. The target grant values shown in the table above reflect the target level awards approved by the Compensation Committee for each of the NEOs, whereas the value shown in the Summary Compensation Table is based on the grant date fair value computed in accordance with Accounting Standards Codification 718.
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Achievement of 2019 PSU Grants
The PSUs granted in January 2019 were earned based on the average level of achievementgrant date fair value computed in accordance with Accounting Standards Codification 718. The Compensation Committee was aware of the Adjusted EBITDA goals establishedpotential difference between target award values and accounting values when it approved target award values for 2019 and 2020. Followingeach of the executive officers.
|
For Mr. Reeg, the awards shown in the table above do not include his special one-time MSU grant made during 2022, which was 100% performance-based. | | | | | | | | | | | | | | | | | | | | | | 
| | | | 39 |
2022 ONE-TIME PERFORMANCE-BASED EQUITY GRANT TO THE CEO As previously disclosed in our proxy statement for the 2022 annual meeting of shareholders, in July 2020, the Merger closed amidst the earlier stages of the COVID-19 pandemic, and in 2021, the Company completed its first full calendar year of operation as a combined company. In April 2021, we completed the acquisition of William Hill PLC, a leading sports betting and online gaming company. With the ongoing successful integration of those significant transactions to date and the COVID-19 pandemic shifting, in early 2022, the Compensation Committee sought to further motivate our CEO to continue the successful integration and execute our strategy for our newly assembled group of premier assets and to make the most of the substantial opportunity before us. To align with this goal, and to align our CEO’s interests with our shareholders, in February 2022, the Board made a one-time grant to our CEO of performance-based RSUs with performance metrics consisting of three stock price hurdles requiring significant growth and dramatic stock price appreciation (referred to as “MSUs”), as follows: | | | | | | | | | | | | | TRANCHE | | COMPANY STOCK
PRICE HURDLE | | | PERCENTAGE OF ONE-TIME
MSUs TO VEST | | | NUMBER OF ONE-TIME
MSUs TO VEST | | | | | | Tranche 1 | | $ | 125 | | | | 22.2% | | | | 50,000 | | | | | | Tranche 2 | | $ | 150 | | | | 33.3% | | | | 75,000 | | | | | | Tranche 3 | | $ | 175 | | | | 44.5% | | | | 100,000 | | | | | | Total | | | N/A | | | | 100% | | | | 225,000 | |
The closing price of our common stock on the grant date was $84.69. From that closing price, our stock price would need to increase by 48% to vest in the first tranche and by 107% to earn the full award. The performance period is February 25, 2022 through February 25, 2025. The closing price of our common stock on December 31, 2022 was $41.60. From that closing price, our stock price would need to increase by 200% to vest in the first tranche and by 321% to earn the full award. | • | | Each tranche of MSUs only vests if the trailing average closing trading price of a share of our common stock measured over any consecutive 20 calendar-day period within the three-year performance period exceeds the respective hurdle. |
In order for any tranche to be earned as a result of stock price performance, our CEO must be serving in such role with the Company at the time the applicable stock hurdle is met. | • | | Any MSUs that are earned will not be settled (i.e., paid) until the end of the 2020 fiscal year, the Compensation Committee reviewed the Adjusted EBITDAthree-year performance period, and our CEO must hold such awards for 2019an additional one-year holding period, thereby incenting and 2020 against the goals established for those years and determined the appropriate level of achievement. For 2019, the Adjusted EBITDA target goal of $723,609 was determined to be achieved at 96.5% based on $698,064 of Adjusted EBITDA, resulting in a performance payout factor of 82.5% for that year.
| | | | | | | | | | | | | | | | 2019 | | PERFORMANCELEVEL | | PERFORMANCE
REQUIREMENT | | | PERFORMANCE
PAYOUT | | | CONSOLIDATED
ADJUSTED
EBITDA (‘000’S) | | Threshold | | | 90% of target goal | | | | 50% | | | $ | 651,248 | | Target | | | 100% of target goal | | | | 100% | | | $ | 723,609 | | Maximum | | | 120% of target goal | | | | 200% | | | $ | 868,331 | | Actual for 2019 | | | 96.5% of target goal | | | | 82.5% | | | $ | 698,064 | |
2021 PROXY STATEMENT 37
EXECUTIVECOMPENSATIONMATTERS
Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of 2019 Adjusted EBITDA to the most directly comparable GAAP measure for 2019 and other information for 2019 can be found beginning on page 43 of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2020.
Adjusted EBITDA targets originally established for 2020 are outlined above under Annual Incentives. However, for 2020, threshold performance was not achieved. The Compensation Committee considered the fact that fiscal year 2020 was incredibly unique given the challenges created by the COVID-19 pandemic, as well as the completion of the Merger. The government-mandated shutdown of all of the Company’s operationsretaining our CEO for a period of 2020 had a severe and unexpected impact on the Company’s EBITDA, and it was apparent that the goals that had been set for 2020 were no longer realistic. Taking into account the incredible amount of dedication that our executive management team put into navigating the shutdowns, handling matters related to closing the Merger and transitioning the Formers Caesars business, and eventually rolling out the successful re-opening of many of our properties by the end of 2020 safely and effectively, the Compensation Committee determined that it was appropriate to certify 2020 achievement at 100% of target for purposes of the 2019 LTIP.
The Compensation Committee also considered the fact that despite lower 2020 Adjusted EBITDA levels due to COVID-19 pandemic-related shutdowns, our management team performed at a superior level to position the combined company for significant success in the second half of 2020. As an example of this success, our total shareholder return for the combined company post-Merger and for all of 2020 significantly outperformed our peers due to management’s actions, as follows:
• | | January 1, 2020 through December 31, 2020: Our TSR was 24.5%, ranking at the 86th percentile vs. our compensation group of industry peersfour-year period.
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• | | July 20, 2020 (Merger date) through December 31, 2020: Our TSR was 94.2%, ranking at the 81st percentile vs. our compensation group of industry peers.
Based on the closing price of our common stock on the grant date, the stock price would need to increase by approximately 48%, 77% and 107%, respectively, from the grant date closing price in order for the three tranches of MSUs to be earned, corresponding to shareholder value creation of $8.6 billion, $13.9 billion and $19.3 billion, respectively. The Compensation Committee determined that this level of stock price increase was sufficiently incentivizing, and was designed to foster shareholder growth at a rate that is aligned with the Company’s growth opportunity potential, with the expectation that our CEO will remain highly motivated to achieve that growth potential over time. |
| • | | Averaging the approved 2019 payout factor of 82.5% and the approved 2020 payout factor of 100% results in a two-year average payout factor of 91.25% for the 2019 PSU grant. Earned shares are further subject to satisfactionNone of the additional one-year service condition, for a three-year total vesting period.
Payout opportunities range from 50% to 200% of the NEO’s target opportunity, depending on actual performance achievement (payouts for performance between performance levels is interpolated on a straight-line basis)
| | | | | | | | | | | | 2019 PSUs(1) | | EXECUTIVENAME | | TARGET
UNITS
(#) | | | EARNED
UNITS
(#) | | Gary L. Carano | | | 31,121 | | | | 28,397 | | Thomas R. Reeg | | | 59,044 | | | | 53,877 | | Bret Yunker | | | 15,228 | | | | 13,895 | | Anthony L. Carano | | | 24,602 | | | | 22,449 | | Stephanie Lepori | | | 4,133 | | | | 3,771 | |
(1) | Represents 2019 PSUs at 91.25% of target number of units based upon the average of our performance in 2019 at 82.5% and 2020 at 100.0%. These PSUs are eligible to vest on January 1, 2022.
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2021 Target Total Compensation Structure and 2021 Program Design
Fiscal 2021 will be the first full year of operations for the newly combined company. The Compensation Committee approved the following compensation structure for 2021:
Base salary: the NEOs didone-time MSUs have been earned yet because our stock price has not receive an increase in 2021.
Target annual bonus: There is no changerisen to the target percentages that were approved by the Compensation Committee in 2020 post-Merger. The primary performance metric remains adjusted EBITDA.
Target LTI: There is no change to the individual target grant percentages that were approved by the Compensation Committee in 2020 post-Merger. Also, there is no change to the 50/50 RSU/PSU equity mix.
For 2021, the PSU structure was modified to include relative TSR vs. the S&P 400 Midcaps (65% weight) and Adjusted EBITDA (35% weight).
38 CAESARS ENTERTAINMENT®
EXECUTIVECOMPENSATIONMATTERS
EMPLOYMENT AGREEMENTS
We have entered into employment agreements with each of our named executive officers (other than Ms. Lepori who is covered by a Change in Control Severance Plan), which are described below in “—Discussion ofapplicable hurdle levels. Although the Summary Compensation Table.” The Human Resources Department presents its assessmentTables includes a grant date value $15,679,500 for the one-time MSUs in 2022, as of December 31, 2022 our stock price had not achieved the relevant hurdles for vesting and, had the vesting date of the award been December 31, 2022, the amount of compensation Mr. Reeg would have realized is $0.
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| • | | If Mr. Reeg resigns, or is terminated by the Company for any reason, all then-earned MSUs subject to the Compensation Committee, which reviewsaward will immediately be forfeited and canceled. Upon Mr. Reeg’s termination for Cause (as defined in his employment agreement), all MSUs, whether earned or unearned, will be forfeited. If Mr. Reeg resigns without Good Reason (as defined in his employment agreement), all MSUs earned prior to such resignation will be settled as soon as reasonably practicable following the information and determines if changes are necessary toend of the employment, termination and severance packages of our executives. CLAWBACKS AND FORFEITURES
Pursuant to the terms of our Clawback and Recoupment Policy, inperformance period. In the event of an accounting restatement of our financial statementsMr. Reeg is terminated without Cause, resigns for Good Reason, or is terminated due to death or Disability (as defined in his employment agreement), all then-earned MSUs will be settled within sixty (60) days of Mr. Reeg executing (and not revoking) a material noncompliance with any financial reporting requirements under any applicable security law(s), our Board may require an executive officer to reimburse, repay or forfeit any excess incentive compensation paid or granted to, or received or earned by, such executive officer during the three-year period preceding the publicationgeneral release of the restatement. In each instance, our Board, in its reasonable business judgment, will determine whether and the extent to which to pursue such reimbursement, repayment or forfeiture from each such executive officer based on those factors that our Board believes to be reasonable and appropriate. Additionally, employment agreements with our NEOs provide that we may recover compensation that is subject to recovery under, or required to be recovered by, applicable law, government regulation or stock exchange listing requirements. Further, the award agreements governing equity awards granted to our executive officers under our long-term incentive plan provide for recoupment of those awards in accordance with or as required by applicable government regulation, stock exchange listing requirements, or other applicable law, or pursuant to any applicable clawback policy of ours, including our Clawback and Recoupment Policy described above.all claims.
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| | | | | | | | | | | | | | | | | | COMPENSATION RISK ASSESSMENT40
| | | | It is the responsibility of the Compensation Committee to review the Company’s policies and practices related to compensation in the context of their potential encouragement of excessive risk-taking behavior. The Compensation Committee has worked closely with Aon to design a performance-based compensation system that supports our objective to align stockholder and management interests, supports our strategic business plan, and mitigates the possibility of executives taking unnecessary or excessive risks that would adversely impact us. The following factors mitigate the risk associated with our compensation programs:2023 PROXY STATEMENT
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Background Leading to the One-Time Performance-Based Grant On July 20, 2020, the Merger was consummated, resulting in the transformative combined entity of Caesars Entertainment, Inc. As a result of this historic and transformative business combination, the Company is the largest casino-entertainment company in the U.S., and one of the world’s most diversified casino-entertainment providers across the U.S. The strategic rationale for the Merger included, but was not limited to, the following: Creation of the largest owner, operator and manager of U.S. domestic gaming assets; Diversification of the Company’s domestic footprint; Access to iconic brands, rewards programs and new gaming opportunities expected to enhance customer experience; and Realization of significant identified synergies. We continued to identify operating and cost efficiencies, including savings from the purchasing power of the combined Caesars organization, targeted integrated marketing strategies and eliminated certain redundant costs. As a result, we exceeded our stated synergy target and experienced significant margin improvements in our results of operations through 2021. Further, we continue to identify operational efficiencies in the combined company as a result of our other acquisitions and divestitures including William Hill in 2021. In August, 2021, we launched our Caesars Sportsbook app on our owned and integrated technology platform along with an extensive marketing campaign. Growth in our Caesars Digital segment continues to be realized with the expansion into new states as jurisdictions legalize retail and online sports betting, and continues to exceed our expectations for new customer registrations, deposits and market share. Strategic Opportunity The Merger joined two successful gaming leaders, Former Caesars and ERI, creating the largest and most diversified collection of destinations across the U.S. Our goal is to further our leadership position in the gaming and sports betting industries. We believe our growth strategies position us well to capture market share from competitors and accelerate beyond our industry’s attractive growth profile. The Compensation Committee considered the Company’s success to date in executing our strategy, the corresponding shareholder value creation and strong relative performance. At this critical moment on our path, the Compensation Committee sought to incentivize our CEO to continue realizing the potential shareholder value creation of the Merger and the acquisition of William Hill and providing strong leadership for the Company. Alignment of Grant with Strategy; Alignment of Interests of CEO and Shareholders Reaching the MSU stock price hurdles and the CEO’s receipt of value from the MSUs, if any, are inextricably tied to the successful execution of our strategy to achieve our objective of becoming the unparalleled leader in our industry and the creation of significant shareholder value. In addition, with the performance measure being our stock price, and with the hurdles representing significant increases, the grant completely aligns the interests of the CEO with those of shareholders. The CEO only earns shares if he leads the accomplishment of key objectives and the execution of our strategy in a way that translates to the creation of significant shareholder value. Thus, both the CEO and our other shareholders have a common interest in substantial stock price growth. BENEFITS The NEOs are eligible to participate in various benefit plans, including 401(k), health insurance, life insurance and short and long-term disability plans that are generally available to all salaried team members. We offer a deferred compensation plan to certain team members, including our executive officers, in order to give them the ability to elect to defer the payment of all or a portion of their base salary and annual performance bonus earned in respect of a given year. | | | | | | | | | | | | | | | | | | | | | | The Compensation Committee approves and, in some instances, the Board ratifies, short and long-term performance objectives for our incentive plans, which we believe are appropriately aligned with stockholder
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EMPLOYMENT AGREEMENTS; SEVERANCE ENTITLEMENTS At the end of 2021, our Compensation Committee undertook a holistic review of the NEOs’ existing employment agreements, and the contractual arrangements with our executive officers more generally, in order to ensure that such arrangements provide sufficient retention value for our core executive leadership team and motivation to perform consistent with the Company’s long-term goals and objectives. The Compensation Committee views the executive leadership team as being absolutely critical to the Company’s success and ability to drive shareholder value, given their collective experience with the Company and in the gaming industry generally. The Compensation Committee also believes that current management is cohesive and has a shared management operating philosophy. After review and consideration, the Compensation Committee approved amended and restated, or new, employment agreements for our NEOs, which are described below in “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements”. Entering into these employment agreements with the executive officers achieved the goal of ensuring commitment from the team, and provides for severance payments and benefits as a result of certain involuntary termination events, as described in more detail below. These employment agreements became effective on January 1, 2022 and were subsequently amended and restated in August of 2022. CLAWBACKS AND FORFEITURES Employment agreements with our executive officers provide that, (i) in the event an executive’s employment terminates due to the executive’s resignation without “good reason” or by the Company for “cause” (as such terms are defined in the Executive Employment Agreements (as defined below)), prior to January 1, 2025, the executive will be required to repay to the Company a pro rata portion of the executive’s one-time signing bonus paid in December 2021 and (ii) we may recover compensation that is subject to recovery under, or required to be recovered by, applicable law, government regulation or stock exchange listing requirements. Pursuant to the terms of our Clawback and Recoupment Policy, in the event of an accounting restatement of our financial statements due to a material noncompliance with any financial reporting requirements under any applicable security law(s), our Board may require an executive officer to reimburse, repay or forfeit any excess incentive compensation paid or granted to, or received or earned by, such executive officer during the three-year period preceding the publication of the restatement. In each instance, our Board, in its reasonable business judgment, will determine whether and the extent to which to pursue such reimbursement, repayment or forfeiture from each such executive officer based on those factors that our Board believes to be reasonable and appropriate. Further, the award agreements governing equity awards granted to our executive officers under our long-term incentive plan provide for recoupment of those awards in accordance with or as required by applicable government regulation, stock exchange listing requirements, or other applicable law, or pursuant to any applicable clawback policy of ours, including our Clawback and Recoupment Policy described above. The Compensation Committee and the Board are reviewing the terms of existing clawback policies in connection with the SEC’s final clawback rule adopted in 2022 and Nasdaq’s listing rules adopted in February 2023 and plans to adopt a clawback policy that complies with such rules. COMPENSATION RISK ASSESSMENT It is the responsibility of the Compensation Committee to review the Company’s policies and practices related to compensation in the context of their potential encouragement of excessive risk-taking behavior. The Compensation Committee has worked closely with Aon to design a performance-based compensation system that supports our objective to align shareholder and management interests, supports our strategic business plan, and mitigates the possibility of executives taking unnecessary or excessive risks that would adversely impact us. The following factors mitigate the risk associated with our compensation programs: The Compensation Committee approves and, in some instances, the Board ratifies, short and long-term performance objectives for our incentive plans, which we believe are appropriately aligned with the creation of shareholder value; The Compensation Committee’s discretion to modify final payouts under both short and long-term incentive plans; | | | | | | | | | | | | | | | | | | 42 | | | | 2023 PROXY STATEMENT | | | | |
The use of company-wide performance metrics for both the short and long-term incentive programs ensures that no single executive has complete and direct influence over outcomes, encouraging decision making that is in the best long-term interest of shareholders; The use of equity and cash opportunities with vesting periods to foster retention and alignment of our executives’ interests with those of our shareholders; Capping the potential payouts under both short and long-term incentive plans to eliminate the potential for any windfalls; and | • | | The use of competitive general and change-in-control severance arrangements help to ensure that employeesteam members continue to work toward the shareholders’ best interests in light of potential employment uncertainty. Based on a review of these factors, the Compensation Committee believes that its current compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
CERTAIN TAX AND ACCOUNTING CONSIDERATIONS – Section 162(m)
Under Section 162(m), the Company is generally prohibited from deducting compensation in excess of $1,000,000 paid to our “covered employees” as defined in Section 162(m) which, prior to its amendment, included our CEO and three other most highly compensated executive officers (other than the CFO). An exception to this $1,000,000 deduction limitation was available with respect to compensation that qualified as “performance-based compensation” under Section 162(m), which required compliance with certain requirements set forth in Section 162(m) and the applicable regulations.
As a result of the Tax Cuts and Jobs Act that went into effect on December 22, 2017, this exception for performance-based compensation is no longer available for taxable years beginning after December 31, 2017, unless such compensation qualifies
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Based on a review of these factors, the Compensation Committee believes that its current compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. CERTAIN TAX AND ACCOUNTING CONSIDERATIONS—SECTION 162(m) In reaching decisions on executive compensation, the Compensation Committee considers the tax and accounting consequences, including that compensation in excess of $1 million paid to covered executive officers generally will not be deductible for federal income tax purposes under Section 162(m) of the Internal Revenue Code (which deduction limitations will apply to our NEOs). We expect that the Compensation Committee will continue to consider tax and accounting consequences in reaching decisions on executive compensation. STOCK OWNERSHIP GUIDELINES The Compensation Committee and the Board encourage executives to implement our business strategies and initiatives from the perspective of a shareholder and, to this end, encourage executives to maintain a meaningful equity stake in the Company. To that end, we maintain the following minimum stock ownership guidelines for our executive officers: | | | | | 2021POSITION
| | MULTIPLE OF BASE SALARY | | | | CEO | | | 5x | | | | CFO and COO | | | 4x | | | | Other Executive Officers | | | 2x | |
Each of the executive officers have until the later of five years from implementation of the stock ownership guidelines or five years from the executive’s date of hire or promotion to a new role to achieve his minimum stock ownership. Once achieved, the Board expects the Executive Officers to comply with the applicable minimum stock ownership guideline for as long as they are subject to the guidelines. For purposes of calculating level of compliance, shares owned outright, vested RSUs, unvested time-based RSUs, PSUs that have been earned based on performance and vested but deferred shares, will count toward the ownership guidelines. Performance units that remain subject to performance conditions do not count toward the guidelines. In addition, we have minimum stock ownership guidelines for our non-employee directors. The stock ownership guidelines require our non-employee directors to hold shares of our common stock with a minimum value equal to 5x the director’s annual cash-base retainer fee. Non-employee directors have five years to achieve their minimum stock ownership. Once achieved, the Board expects non-employee directors to maintain their stated guideline for as long as they are subject to the guidelines. For purposes of calculating level of compliance, shares owned outright, vested RSUs, unvested RSUs, and vested but deferred shares, will count toward the ownership guidelines. EQUITY GRANT PRACTICES The Compensation Committee’s procedure for timing of equity awards helps to provide assurance that grants are not timed to result in favorable pricing for executives. Generally, equity awards are granted by the Compensation Committee as a dollar value from which the number of shares awarded is determined based on the prior 20-day | | | | | | | | | | | | | | | | | | | | | |
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average stock price. Board and committee meeting schedules and award decisions are made without regard to the timing of our SEC filings or press releases. The Compensation Committee approves equity awards during “open window” periods (i.e., does not approve awards at a time when either the Company or the executive(s) are in possession of material non-public information). HEDGING POLICY The Company’s Securities Trading Policy provides that no director, officer or team member of the Company or other controlled businesses (collectively, “Caesars Companies”) may enter into short sales of Company Securities (defined below) or buy or sell exchange-traded options (puts or calls) on Company Securities. “Company Securities” means any stock, bond, debentures, options, warrants or other marketable equity or debt security issued by any Caesars Company; and any security or other instrument issued by an unrelated third party and based on any equity or debt security (including exchange-traded options and credit default swaps) of any Caesars Company. PERSONAL BENEFITS AND PERQUISITES It is our intent to continually assess business needs and evolving market practices to ensure that perquisite offerings are competitive and in the best interest of our shareholders. We pay short and long-term disability and life insurance premiums for the NEOs. Certain executive officers, as designated by the CEO, are approved to use Company-owned or leased aircraft for personal travel on a limited basis with prior authorization of the CEO (which authorization was delegated to the CEO by the full Board). The executives are taxed for any such personal travel, and we report the aggregate incremental costs to the Company in the “All Other Compensation” column of the Summary Compensation Table. The Board believes this limited benefit is an appropriate method to provide the executive officers with an occasional convenient way to integrate work and personal responsibilities. As an owner and operator of full-service resorts and casinos, we are able to offer our team members, including our executive officers, as well as our directors, with the opportunity to use our facilities at comped values, not to exceed $20,000 per year. This benefit is provided at little or no incremental cost to the Company. This program is designed to provide our team members, executive officers and directors with the opportunity to experience our facilities and provide feedback for the Company to take into account on an on-going basis. For more information on these benefits, see the footnotes to the “All Other Compensation” column of the Summary Compensation Table. COMPENSATION COMMITTEE REPORT The role of the Compensation Committee is to assist the Board in its oversight of the Company’s executive compensation, including approval and evaluation of director and officer compensation plans, programs and policies and administration of the Company’s bonus and other incentive compensation plans. The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement for the Annual Meeting. | | | | | | Don R. Kornstein, Chair | | Courtney R. Mather | | Michael E. Pegram |
The above Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein. | | | | | | | | | | | | | | | | | | 44 | | | | 2023 PROXY STATEMENT 39 | | | | |
EXECUTIVECOMPENSATIONMATTERS
Summary Compensation Table The following table summarizes the total compensation paid to or earned by each of our NEOs for the fiscal years ended December 31, 2022, 2021 and 2020. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | NAME AND PRINCIPAL POSITION | | YEAR | | | SALARY
($) | | | BONUS(1)
($) | | | STOCK
AWARDS(2) ($) | | | NON-EQUITY
INCENTIVE PLAN
COMPENSATION(3) ($) | | | ALL OTHER
COMPENSATION(4) ($) | | | TOTAL
($) | | | | | | | | | | Thomas R. Reeg Chief Executive Officer | | | 2022 | | | | 2,000,000 | | | | — | | | | 24,616,624 | | | | 4,400,000 | | | | 333,296 | | | | 31,349,920 | | | | | 2021 | | | | 2,000,000 | | | | 5,000,000 | | | | 7,391,597 | | | | 8,000,000 | | | | 205,654 | | | | 22,597,251 | | | | | 2020 | | | | 1,696,800 | | | | — | | | | 11,970,501 | | | | — | | | | 25,179 | | | | 13,692,480 | | | | | | | | | | Bret Yunker Chief Financial Officer | | | 2022 | | | | 1,150,000 | | | | 244,375 | | | | 3,425,776 | | | | 1,581,250 | | | | 35,629 | | | | 6,437,030 | | | | | 2021 | | | | 1,000,000 | | | | 1,500,000 | | | | 2,111,760 | | | | 2,500,000 | | | | 25,571 | | | | 7,137,331 | | | | | 2020 | | | | 823,019 | | | | — | | | | 4,721,310 | | | | — | | | | 20,999 | | | | 5,565,328 | | | | | | | | | | Anthony L. Carano President and Chief Operating Officer | | | 2022 | | | | 1,350,000 | | | | 286,875 | | | | 4,021,635 | | | | 1,856,250 | | | | 38,906 | | | | 7,553,666 | | | | | 2021 | | | | 1,300,000 | | | | 1,500,000 | | | | 2,745,368 | | | | 3,250,000 | | | | 85,693 | | | | 8,881,061 | | | | | 2020 | | | | 1,082,615 | | | | — | | | | 5,291,193 | | | | — | | | | 24,545 | | | | 6,398,353 | | | | | | | | | | Edmund L.
Quatmann, Jr. Chief Legal Officer | | | 2022 | | | | 775,000 | | | | 131,750 | | | | 1,539,047 | | | | 852,500 | | | | 60,951 | | | | 3,359,248 | | | | | 2021 | | | | 750,000 | | | | 1,000,000 | | | | 1,187,837 | | | | 1,500,000 | | | | 17,353 | | | | 4,455,190 | | | | | 2020 | | | | 636,300 | | | | — | | | | 2,431,424 | | | | — | | | | 28,629 | | | | 3,096,353 | | | | | | | | | | Stephanie Lepori Chief Administrative
and Accounting
Officer | | | 2022 | | | | 700,000 | | | | 119,000 | | | | 1,390,108 | | | | 770,000 | | | | 15,158 | | | | 2,994,266 | | | | | 2021 | | | | 650,000 | | | | 1,000,000 | | | | 686,238 | | | | 780,000 | | | | 15,253 | | | | 3,131,491 | | | | | 2020 | | | | 504,979 | | | | — | | | | 2,983,985 | | | | 103,063 | | | | 11,830 | | | | 3,603,857 | |
| (1) | certain transition relief contemplatedAmounts shown for 2022 represent the Incremental Performance Bonus, described above. Amounts in the legislation for certain written contracts2021 represent one-time cash signing bonuses in place as of November 2, 2017. Therefore, certain compensation paid to our covered employees in the future that may have originally been designedconjunction with the intentexecution of new employment agreements, described below.
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| (2) | Amounts shown represent the aggregate grant date fair value of RSUs, Mr. Reeg’s MSUs, and PSUs computed in accordance with Accounting Standards Codification 718. For a discussion of valuation assumptions, see Note 15 in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 21, 2023. At the grant date, we believed that such amounts qualify as performance-based compensation will not be deductible unless such plans are determined to qualify for transition relief. Because of ambiguities and uncertainties asit was probable that the performance criteria applicable to the scope of the transition relief available, no assurances with respect to the deductibility of such compensation cannon-market-based PSUs would be made. In addition, beginning in 2018, the definition of “covered employees” includes any individual who served as the CEO or CFOmet at any time during the taxable yeartarget level and the three other most highly compensated officers (other than the CEO and CFO) for the taxable year, and once an individual becomes a covered employee for any taxable year beginning after December 31, 2016, that each individual will remain employed through the vesting period. For the market-based PSUs (i.e., the PSUs based on rTSR and Mr. Reeg’s MSUs granted during 2022), the probable outcome of achievement of the market-based TSR goals / applicable stock price hurdles was determined using a covered employeeMonte Carlo simulation model. For both the market-based and non-market based PSUs (other than Mr. Reeg’s MSUs), the maximum number of PSUs eligible to vest is equal to 200% of the target award. Assuming maximum level of achievement of the PSUs with non-market-based performance conditions granted during 2022 (other than Mr. Reeg’s MSUs), the grant date fair value of the awards granted to Messrs. Reeg, Yunker, Anthony L. Carano and Quatmann and Ms. Lepori would have been $2,753,888, $1,055,584, $1,239,177, $474,159 and $428,334, respectively. The MSUs granted to Mr. Reeg in 2022 are only eligible to vest up to 100% of the awards granted. |
| (3) | Amounts shown for all future years.2022, 2021 and 2020 represent the amounts earned under our annual bonus plan in respect of performance achieved during the applicable year. |
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| | | | 45 |
| (4) | The Compensation Committee continues to retainamount reported for Mr. Reeg for 2021 in the discretion not to limit executive compensationprior year proxy statement unintentionally omitted approximately $20,734 relating to the amount deductible under Section 162(m)use of corporate aircraft. The Company views the Code. The Compensation Committee may approve (and, for 2020, did approve) compensation that will not be deductible in order to ensure competitive levels of total compensation for the named executive officers, or for other reasons, if the Compensation Committee determines it is in the best interests of the Company to do so. STOCK OWNERSHIP REQUIREMENTS
The Compensation Committee and the Board encourage executives to implement our business strategies and initiatives from the perspective of a shareholder and, to this end, encourage executives to maintain a meaningful equity stake in the Company.
To that end, we maintain the following minimum stock ownership guidelines for our executive officers:
| | | | | | | POSITION
| | | | MULTIPLEOFBASESALARY | | CEO
| | | | | 5x | | COO
| | | | | 4x | | Other NEOs
| | | | | 2x | |
Each of the executive officers have until the later of five years from implementation of the stock ownership guidelines or five years from the executive’s date of hire or promotion to a new role to achieve his minimum stock ownership. Once achieved, the Board expects the NEOs to comply with the applicable minimum stock ownership guideline foromission as long as they are subject to the guidelines.
In addition,immaterial, however we have minimum stock ownership guidelines for our non-employee directors. The stock ownership guidelines require our non-employee directors to hold shares of our common stock with a minimum value equal to 5xincluded the director’s annual cash-base retainer fee. Non-employee directors have five years to achieve their minimum stock ownership. Once achieved, the Board expects non-employee directors to maintain their stated guideline for as long as they are subject to the guidelines.
HEDGING POLICY
The Company’s Securities Trading Policy provides that no director, officer or employee of the Company or other controlled businesses (“Caesars Companies”) may enter into short sales of Company Securities (defined below) or buy or sell exchange-traded options (puts or calls) on Company Securities.
“Company Securities” means any stock, bond (including convertible notes), debentures, options, warrants or other marketable equity or debt security issued by any Caesars Company; and any security or other instrument issued by an unrelated third party and based on any equity or debt security (including exchange-traded options and credit default swaps) of any Caesars Company.
PERSONAL BENEFITS AND PERQUISITES
It is our intent to continually assess business needs and evolving market practices to ensure that perquisite offerings are competitive andamount in the best interest of our shareholders. For more information on perquisites, see the footnotes to theMr. Reeg’s “All Other Compensation” columnfor 2021 in the table above.
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All other compensation for 2022 consisted of the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | NAME | | LIFE
INSURANCE
PREMIUMS ($) | | | LONG- TERM DISABILITY ($) | | | GROUP TERM LIFE
INSURANCE ($) | | | USE OF CORPORATE OR LEASED AIRCRAFT ($)(1) | | | 401(K) MATCH ($) | | | HEALTH
SAVINGS
ACCOUNT ($) | | | TOTAL ($) | | | | | | | | | | Thomas R. Reeg | | | 2,352 | | | | 1,479 | | | | 5,382 | | | | 316,993 | | | | 7,090 | | | | — | | | | 333,296 | | | | | | | | | | Bret Yunker | | | 2,352 | | | | 1,479 | | | | 3,510 | | | | 22,138 | | | | 6,150 | | | | — | | | | 35,629 | | | | | | | | | | Anthony L. Carano | | | 2,352 | | | | 1,479 | | | | 2,340 | | | | 32,735 | | | | — | | | | — | | | | 38,906 | | | | | | | | | | Edmund L. Quatmann, Jr. | | | 1,765 | | | | 1,479 | | | | 4,002 | | | | 43,470 | | | | 9,740 | | | | 495 | | | | 60,951 | | | | | | | | | | Stephanie Lepori | | | 1,529 | | | | 1,479 | | | | 3,450 | | | | — | | | | 8,700 | | | | — | | | | 15,158 | |
| (1) | The amounts disclosed reflect the aggregate incremental cost to the Company of the Summary Compensation Table. The named executive officer employment agreements provide for 40 CAESARS ENTERTAINMENT®
EXECUTIVECOMPENSATIONMATTERS
perquisites consistingproviding certain personal use of financial planning and tax preparation fees of $6,750 ($10,000 for Mr. Gary L. Carano) per year, and an annual executive physical of up to $3,000. Effective January 1, 2018, in conjunction with a competitive review of our health and welfare benefit arrangements, we began paying short and long-term disability and life insurance premiums for the named executive officers.
Certain executive officers, as designated by the Chief Executive Officer, are approved to use Company-owned or leased aircraft. For leased aircraft, for personal travelthis cost is calculated based on a limited basis.the applicable hourly rate charged to the Company, plus fuel and ancillary charges. The Board believes this limited benefitcost of Company-owned aircraft is calculated based on an appropriate method to provide the executive officers with an occasional convenient way to integrate work and personal responsibilities.
OTHER BENEFITS
The named executive officers are eligible to participate in various benefit plans, including 401(k), health insurance, life insurance and short and long-term disability plans that are generally available to all salaried employees.
2021 PROXY STATEMENT 41
EXECUTIVECOMPENSATIONMATTERS
COMPENSATION COMMITTEE REPORT
The roleestimate of the Compensation Committee isaggregate incremental cost to assist the Board of Directors in its oversightCompany, consisting of the Company’s executive compensation, including approvalcost to the Company of fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs and evaluation of director and officer compensation plans, programs and policies and administrationother miscellaneous variable costs. Since our aircraft is 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 Company’s bonus and other incentive compensation plans. The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement for the 2021 annual meeting of shareholders.
| | | | | Don R. Kornstein Chair | | Courtney R. Mather | | Michael E. Pegram |
The above Compensation Committee Report 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 Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein.
42 CAESARS ENTERTAINMENT®
EXECUTIVECOMPENSATIONMATTERS
Summary Compensation Table
The following table summarizes the total compensation paid to or earned by eachpurchase costs of our named executive officers foraircraft and the fiscal years ended December 31, 2018, 2019 and 2020, and reflects positions heldcost of maintenance not specifically related to trips. From time to time, certain family members or other guests will accompany the NEOs on December 31, 2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | NAME AND
PRINCIPAL POSITION | | YEAR | | | SALARY($) | | | BONUS($) | | | STOCK
AWARDS(1)($) | | | NON-EQUITY
INCENTIVE PLAN
COMPENSATION(2)($) | | | ALL OTHER
COMPENSATION(3)($) | | | TOTAL
($) | | Gary L. Carano Executive Chairman of the Board | | | 2020 | | | | 1,177,608 | | | | — | | | | 2,987,754 | | | | — | | | | 43,722 | | | | 4,209,084 | | | | | 2019 | | | | 1,100,000 | | | | — | | | | 2,762,932 | | | | 1,134,375 | | | | 51,301 | | | | 5,048,608 | | | | | 2018 | | | | 1,100,000 | | | | — | | | | 2,530,000 | | | | 1,890,625 | | | | 67,768 | | | | 5,588,393 | | Thomas R. Reeg Chief Executive Officer | | | 2020 | | | | 1,696,800 | | | | — | | | | 11,970,501 | | | | — | | | | 25,179 | | | | 13,692,480 | | | | | 2019 | | | | 1,600,000 | | | | — | | | | 5,241,926 | | | | 1,980,000 | | | | 67,768 | | | | 8,889,694 | | | | | 2018 | | | | 900,000 | | | | — | | | | 4,730,000 | | | | 1,237,500 | | | | 38,474 | | | | 6,905,974 | | Bret Yunker Chief Financial Officer | | | 2020 | | | | 823,019 | | | | — | | | | 4,721,310 | | | | — | | | | 20,999 | | | | 5,565,328 | | | | | 2019 | | | | 499,315 | | | | — | | | | 4,411,316 | | | | 412,500 | | | | 7,081 | | | | 5,330,212 | | | | | 2018 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Anthony L. Carano President and Chief Operating Officer | | | 2020 | | | | 1,082,615 | | | | — | | | | 5,291,193 | | | | — | | | | 24,545 | | | | 6,398,353 | | | | | 2019 | | | | 1,000,000 | | | | — | | | | 2,184,166 | | | | 1,031,250 | | | | 38,474 | | | | 4,253,890 | | | | | 2018 | | | | 700,000 | | | | — | | | | 2,875,000 | | | | 962,500 | | | | 42,905 | | | | 4,580,405 | | Stephanie Lepori Chief Administrative and Accounting Officer | | | 2020 | | | | 504,979 | | | | — | | | | 2,983,985 | | | | 103,063 | | | | 11,830 | | | | 3,603,857 | |
(1) | Amounts shown represent the aggregate grant date fair value of RSUs and PSUs computed in accordance with Accounting Standards Codification 718. For a discussion of valuation assumptions, see Note 15 in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 1, 2021. At the grant date, we believed that it was probable that the performance criteria applicable to the non-market-based PSUs would be met at target level and that each individual will remain employed through the date of grant. For the market-based PSUs (i.e., the PSUs based on Relative Total Shareholder Return (rTSR)), the probable outcome of achievement of the market-based TSR goals was determinedpersonal trips when using a Monte Carlo simulation model. For both the market-based and non-market based PSUs, the maximum number of PSUs eligible to vest is equal to 200% of the target award. Assuming maximum level of achievement of the PSUs with non-market-based performance conditions, the grant date fair value of the awards granted to Messrs. Gary L. Carano, Reeg, Yunker and Anthony L. Carano and Ms. Lepori during 2020 was $2,697,034, $5,116,893, $1,598,992, $2,132,029 and $344,781, respectively. Assuming maximum level of achievement of the PSUs with market-based performance conditions, the grant date fair value of the awards granted to Messrs. Reeg, Yunker and Anthony L. Carano during 2020 was $5,796,942, $2,898,436, and $2,898,436, respectively.
|
(2) | Amounts shown for 2018, 2019 and 2020 represent the amounts earned under our annual bonus plan in respect of performance achieved during the applicable year.
|
(3) | All other compensation for 2020 consisted of the following:
|
2021 PROXY STATEMENT 43
EXECUTIVECOMPENSATIONMATTERS
| | | | | | | | | | | | | | | | | | | | | | | | | NAME | | LIFE
INSURANCE
PREMIUMS($) | | | LONG-TERM
DISABILITY($) | | | USEOF
CORPORATE
ORLEASED
AIRCRAFT
($)(1) | | | 401(K)
MATCH($) | | | ESTATE
PLANNING
ANDTAX
SERVICES($) | | | TOTAL($) | | Gary L. Carano | | | 1,332 | | | | 1,948 | | | | 23,762 | | | | 8,550 | | | | 8,130 | | | | 43,722 | | Thomas R. Reeg | | | 1,332 | | | | 1,948 | | | | 13,349 | | | | 8,550 | | | | — | | | | 25,179 | | Bret Yunker | | | 1,332 | | | | 1,948 | | | | 16,330 | | | | 1,389 | | | | — | | | | 20,999 | | Anthony L. Carano | | | 1,332 | | | | 1,948 | | | | 16,330 | | | | — | | | | 4,935 | | | | 24,545 | | Stephanie Lepori | | | 1,332 | | | | 1,948 | | | | — | | | | 8,550 | | | | — | | | | 11,830 | |
(1) | The amount disclosed for Messrs. Gary L. Carano, Reeg, and Anthony L. Carano reflects the aggregate incremental cost to the Company of providing each of them with certain personal use of Company-owned or leased aircraft. This cost is calculated based on the applicable hourly rate charged to the Company for leased aircraft. The cost of Company-owned aircraft is calculated based on an estimate of the aggregate incremental cost to the Company, consisting of the cost to the Company 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 is 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. From time to time, certain family members who are also employees of the Company accompany Mr. Gary L. Carano on personal trips where he uses Company-owned aircraft, at little or no incremental cost to the Company.
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| | | | | | | | | | | | | | | | | | 44 CAESARS ENTERTAINMENT®46
| | | | 2023 PROXY STATEMENT | | | | |
EXECUTIVECOMPENSATIONMATTERS
Grants of Plan-Based Awards Table The following table sets forth information regarding the grant of plan-based awards made during 2022 to the NEOs. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ESTIMATED POSSIBLE PAYOUTS
UNDER NON-EQUITY
INCENTIVE PLAN AWARDS(1) | | ESTIMATED POSSIBLE PAYOUTS
UNDER EQUITY
INCENTIVE PLAN AWARDS | | ALL OTHER
STOCK
AWARDS: NUMBER OF
SHARES OF
STOCK OR
UNITS (#) | | GRANT
DATE
FAIR
VALUE OF
STOCK
AWARDS(2)
($) | NAME | | GRANT DATE | | THRESHOLD ($) | | TARGET ($) | | MAXIMUM ($) | | THRESHOLD (#) | | TARGET (#) | | MAXIMUM (#) | | | | | | | | | | | Thomas R. Reeg | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Incentive Plan | | | | 1/1/2022 | | | | | 2,000,000 | | | | | 4,000,000 | | | | | 8,000,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | Time-based | | | | 1/28/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 53,915 | | | | | 3,934,177 | | | | | | | | | | | | Performance-based | | | | 1/28/2022 | | | | | — | | | | | — | | | | | — | | | | | 9,435 | | | | | 18,870 | | | | | 37,740 | | | | | — | | | | | 1,376,944 | | | | | | | | | | | | Performance-based rTSR | | | | 1/28/2022 | | | | | — | | | | | — | | | | | — | | | | | 17,522 | | | | | 35,044 | | | | | 70,088 | | | | | — | | | | | 3,626,003 | | | | | | | | | | | | Performance-based MSU | | | | 2/25/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 50,000 | | | | | 3,744,500 | | | | | | | | | | | | Performance-based MSU | | | | 2/25/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 75,000 | | | | | 5,289,000 | | | | | | | | | | | | Performance-based MSU | | | | 2/25/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 100,000 | | | | | 6,646,000 | | | | | | | | | | | | Bret Yunker | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Incentive Plan | | | | 1/1/2022 | | | | | 718,750 | | | | | 1,437,500 | | | | | 2,875,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | Time-based | | | | 1/28/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 20,667 | | | | | 1,508,071 | | | | | | | | | | | | Performance-based | | | | 1/28/2022 | | | | | — | | | | | — | | | | | — | | | | | 3,617 | | | | | 7,233 | | | | | 14,466 | | | | | — | | | | | 527,792 | | | | | | | | | | | | Performance-based rTSR | | | | 1/28/2022 | | | | | — | | | | | — | | | | | — | | | | | 6,717 | | | | | 13,433 | | | | | 26,866 | | | | | — | | | | | 1,389,913 | | | | | | | | | | | | Anthony L. Carano | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Incentive Plan | | | | 1/1/2022 | | | | | 843,750 | | | | | 1,687,500 | | | | | 3,375,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | Time-based | | | | 1/28/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 24,261 | | | | | 1,770,325 | | | | | | | | | | | | Performance-based | | | | 1/28/2022 | | | | | — | | | | | — | | | | | — | | | | | 4,246 | | | | | 8,491 | | | | | 16,982 | | | | | — | | | | | 619,588 | | | | | | | | | | | | Performance-based rTSR | | | | 1/28/2022 | | | | | — | | | | | — | | | | | — | | | | | 7,885 | | | | | 15,770 | | | | | 31,540 | | | | | — | | | | | 1,631,722 | | | | | | | | | | | | Edmund L. Quatmann, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Incentive Plan | | | | 1/1/2022 | | | | | 387,500 | | | | | 775,000 | | | | | 1,550,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | Time-based | | | | 1/28/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 9,285 | | | | | 677,526 | | | | | | | | | | | | Performance-based | | | | 1/28/2022 | | | | | — | | | | | — | | | | | — | | | | | 1,625 | | | | | 3,249 | | | | | 6,498 | | | | | — | | | | | 237,080 | | | | | | | | | | | | Performance-based-rTSR | | | | 1/28/2022 | | | | | — | | | | | — | | | | | — | | | | | 3,018 | | | | | 6,035 | | | | | 12,070 | | | | | — | | | | | 624,441 | | | | | | | | | | | | Stephanie Lepori | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Incentive Plan | | | | 1/1/2022 | | | | | 350,000 | | | | | 700,000 | | | | | 1,400,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | Time-based | | | | 1/28/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 8,386 | | | | | 611,926 | | | | | | | | | | | | Performance-based | | | | 1/28/2022 | | | | | — | | | | | — | | | | | — | | | | | 1,468 | | | | | 2,935 | | | | | 5,870 | | | | | — | | | | | 214,167 | | | | | | | | | | | | Performance-based-rTSR | | | | 1/28/2022 | | | | | — | | | | | — | | | | | — | | | | | 2,726 | | | | | 5,451 | | | | | 10,902 | | | | | — | | | | | 564,015 | |
| (1) | GRANT OF PLAN-BASED AWARDS TABLE
Represents threshold, target and maximum annual incentive program opportunities under the 2022 annual incentive program. The following table sets forth information regardingactual amount earned for 2022 is shown in the grant“Non-Equity Incentive Plan” column of plan-based awards made during 2020 to the named executive officers. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ESTIMATEDPOSSIBLEPAYOUTS
UNDERNON-EQUITY
INCENTIVEPLANAWARDS(1) | | | ESTIMATEDPOSSIBLEPAYOUTS
UNDEREQUITY
INCENTIVEPLANAWARDS | | | ALLOTHER
STOCK
AWARDS:
NUMBER OF
SHARESOF
STOCKOR
UNITS (#) | | | GRANT
DATE
FAIR
VALUEOF
STOCK
AWARDS(2)
($) | | NAME | | GRANTDATE | | | THRESHOLD
($) | | | TARGET
($) | | | MAXIMUM
($) | | | THRESHOLD
(#) | | | TARGET
(#) | | | MAXIMUM
(#) | | Gary L. Carano | | | N/A | | | | 735,625 | | | | 1,471,250 | | | | 2,942,500 | | | | | | | | | | | | | | | | | | | | | | Time-based | | | 1/24/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,779 | | | | 1,348,517 | | Performance-based | | | 1/24/2020 | | | | | | | | | | | | | | | | 11,390 | | | | 22,779 | | | | 45,558 | | | | | | | | 1,348,517 | | Time-based | | | 8/20/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,320 | | | | 290,720 | | Thomas R. Reeg | | | N/A | | | | 1,284,000 | | | | 2,568,000 | | | | 5,136,000 | | | | | | | | | | | | | | | | | | | | | | Time-based | | | 1/24/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 43,217 | | | | 2,558,446 | | Performance-based | | | 1/24/2020 | | | | | | | | | | | | | | | | 21,609 | | | | 43,217 | | | | 86,434 | | | | | | | | 2,558,446 | | Time-based | | | 8/20/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,971 | | | | 1,056,666 | | Performance -based | | | 8/20/2020 | | | | | | | | | | | | | | | | 41,254 | | | | 82,507 | | | | 165,014 | | | | | | | | 5,796,942 | | Bret Yunker | | | N/A | | | | 401,250 | | | | 802,500 | | | | 1,605,000 | | | | | | | | | | | | | | | | | | | | | | Time-based | | | 1/24/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,505 | | | | 799,496 | | Performance-based | | | 1/24/2020 | | | | | | | | | | | | | | | | 6,753 | | | | 13,505 | | | | 27,010 | | | | | | | | 799,496 | | Time-based | | | 8/20/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,867 | | | | 223,882 | | Performance-based | | | 8/20/2020 | | | | | | | | | | | | | | | | 20,627 | | | | 41,253 | | | | 82,506 | | | | | | | | 2,898,436 | | Anthony L. Carano | | | N/A | | | | 668,750 | | | | 1,337,500 | | | | 2,675,000 | | | | | | | | | | | | | | | | | | | | | | Time-based | | | 1/24/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,007 | | | | 1,066,014 | | Performance-based | | | 1/24/2020 | | | | | | | | | | | | | | | | 9,004 | | | | 18,007 | | | | 36,014 | | | | | | | | 1,066,014 | | Time-based | | | 8/20/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,668 | | | | 260,728 | | Performance-based | | | 8/20/2020 | | | | | | | | | | | | | | | | 20,627 | | | | 41,253 | | | | 82,506 | | | | | | | | 2,898,436 | | Stephanie Lepori | | | N/A | | | | 108,150 | | | | 216,300 | | | | 432,600 | | | | | | | | | | | | | | | | | | | | | | Time-based | | | 1/24/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,912 | | | | 172,390 | | Performance-based | | | 1/24/2020 | | | | | | | | | | | | | | | | 1,456 | | | | 2,912 | | | | 5,824 | | | | | | | | 172,390 | | Time-based | | | 8/20/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 53,629 | | | | 2,466,934 | | Time-based | | | 8/20/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,745 | | | | 172,270 | |
(1) | As shown in the 2020 ‘Non-Equity Incentive Plan Compensation’ column of the “Summary Compensation Table”, although target awards were established for 2020 (which targets were based on salary levels in effect in the beginning of 2020), the Compensation Committee determined in July 2020 that NEOs included in last year’s proxy statement would not earn a bonus in respect of 2020 performance. The Compensation Committee determined, in its discretion, that Ms. Lepori earned an annual bonus for 2020 based on the factors described in the Compensation, Discussion & Analysis.
|
(2) | Amounts shown represent the aggregate grant date fair value of RSUs and PSUs computed in accordance with Accounting Standards Codification 718. For a discussion of valuation assumptions, see Note 15 in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 1, 2021. If the January 24, 2020 non-market PSUs are earned based on performance, they will vest and become payable at the end of the additional one-year vesting period. If earned, the August 20, 2020 rTSR PSUs will vest and become payable after the three-year performance period, based on achievement of the rTSR goals.Summary Compensation Table.
|
| (2) | 2021Amounts shown represent the aggregate grant date fair value of RSUs and PSUs, including Mr. Reeg’s 2022 one-time performance-based equity award described above, computed in accordance with Accounting Standards Codification 718. For a discussion of valuation assumptions, see Note 15 in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 21, 2023.
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | 47 |
Outstanding Equity Awards at Fiscal Year-End Table The table below shows outstanding equity awards held by the NEOs as of December 31, 2022. | | | | | | | | | | | | | | | | | | | | | | | | STOCK AWARDS | NAME | | NUMBER
OF SHARES
OR UNITS
OF STOCK
THAT HAVE
NOT VESTED
(#) | | MARKET
VALUE
SHARES OR
UNITS
OF STOCK
THAT HAVE
NOT
VESTED
($) | | EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT HAVE
NOT VESTED
(#) | | EQUITY
INCENTIVE
PLAN
AWARDS:
MARKET OR
PAYOUT
VALUE OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT HAVE
NOT VESTED
($) | | | | | | Thomas R. Reeg | | | | 68,918 | (1) | | | | 2,866,989 | | | | | — | | | | | — | | | | | | 64,826 | (2) | | | | 2,696,762 | | | | | — | | | | | — | | | | | | 43,217 | (3) | | | | 1,797,827 | | | | | — | | | | | — | | | | | | 7,657 | (4) | | | | 318,531 | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | 82,507 | (5) | | | | 3,432,291 | | | | | | — | | | | | — | | | | | 29,664 | (6) | | | | 1,234,022 | | | | | | — | | | | | — | | | | | 21,830 | (7) | | | | 908,128 | | | | | | 30,426 | (8) | | | | 1,265,722 | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | 35,044 | (9) | | | | 1,457,830 | | | | | | — | | | | | — | | | | | 19,499 | (10) | | | | 811,158 | | | | | | 53,915 | (11) | | | | 2,242,864 | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | 50,000 | (12) | | | | 2,080,000 | | | | | | — | | | | | — | | | | | 75,000 | (12) | | | | 3,120,000 | | | | | | — | | | | | — | | | | | 100,000 | (12) | | | | 4,160,000 | | | | | | | Bret Yunker | | | | 20,258 | (2) | | | | 842,733 | | | | | — | | | | | — | | | | | | 13,505 | (3) | | | | 561,808 | | | | | — | | | | | — | | | | | | 1,623 | (4) | | | | 67,517 | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | 41,253 | (5) | | | | 1,716,125 | | | | | | — | | | | | — | | | | | 8,475 | (6) | | | | 352,560 | | | | | | — | | | | | — | | | | | 6,236 | (7) | | | | 259,418 | | | | | | 8,693 | (8) | | | | 361,629 | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | 13,433 | (9) | | | | 558,813 | | | | | | — | | | | | — | | | | | 7,474 | (10) | | | | 310,918 | | | | | | | | | | | | 20,667 | (11) | | | | 859,747 | | | | | — | | | | | — | |
| | | | | | | | | | | | | | | | | | 48 | | | | 2023 PROXY STATEMENT 45 | | | | |
EXECUTIVECOMPENSATIONMATTERS
| | | | | | | | | | | | | | | | | | | | | | | | STOCK AWARDS | NAME | | NUMBER
OF SHARES
OR UNITS
OF STOCK
THAT HAVE
NOT VESTED
(#) | | MARKET
VALUE
SHARES OR
UNITS
OF STOCK
THAT HAVE
NOT
VESTED
($) | | EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT HAVE
NOT VESTED
(#) | | EQUITY
INCENTIVE
PLAN
AWARDS:
MARKET OR
PAYOUT
VALUE OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT HAVE
NOT VESTED
($) | | | | | | Anthony L. Carano | | | | 43,074 | (1) | | | | 1,791,878 | | | | | — | | | | | — | | | | | | 27,011 | (2) | | | | 1,123,658 | | | | | — | | | | | — | | | | | | 18,007 | (3) | | | | 749,091 | | | | | — | | | | | — | | | | | | 1,890 | (4) | | | | 78,624 | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | 41,253 | (5) | | | | 1,716,125 | | | | | | — | | | | | — | | | | | 11,018 | (6) | | | | 458,349 | | | | | | — | | | | | — | | | | | 8,107 | (7) | | | | 337,251 | | | | | | 11,301 | (8) | | | | 470,122 | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | 15,770 | (9) | | | | 656,032 | | | | | | | | | | | — | | | | | — | | | | | 8,774 | (10) | | | | 364,998 | | | | | | | | | | | | 24,261 | (11) | | | | 1,009,258 | | | | | — | | | | | — | | | | | | | Edmund L. Quatmann, Jr. | | | | 10,128 | (2) | | | | 421,325 | | | | | — | | | | | — | | | | | | 6,752 | (3) | | | | 280,883 | | | | | — | | | | | — | | | | | | 1,325 | (4) | | | | 55,120 | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | 20,626 | (5) | | | | 858,042 | | | | | | — | | | | | — | | | | | 4,767 | (6) | | | | 198,307 | | | | | | — | | | | | — | | | | | 3,508 | (7) | | | | 145,933 | | | | | | 4,890 | (8) | | | | 203,424 | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | 6,035 | (9) | | | | 251,056 | | | | | | — | | | | | — | | | | | 3,357 | (10) | | | | 139,651 | | | | | | | | | | | | 9,285 | (11) | | | | 386,256 | | | | | — | | | | | — | | | | | | | Stephanie Lepori | | | | 4,368 | (2) | | | | 181,709 | | | | | — | | | | | — | | | | | | 2,912 | (3) | | | | 121,139 | | | | | — | | | | | — | | | | | | 1,249 | (4) | | | | 51,958 | | | | | — | | | | | — | | | | | | 53,629 | (13) | | | | 2,230,966 | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | 2,754 | (6) | | | | 114,566 | | | | | | — | | | | | — | | | | | 2,027 | (7) | | | | 84,323 | | | | | | 2,825 | (8) | | | | 117,520 | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | 5,451 | (9) | | | | 226,762 | | | | | | — | | | | | — | | | | | 3,033 | (10) | | | | 126,173 | | | | | | | | | | | | 8,386 | (11) | | | | 348,858 | | | | | — | | | | | — | |
| (1) | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
The table below shows outstanding equity awards held by the named executive officersRepresents time-based RSUs awarded in October 2018 valued at $41.60 per share, which was our closing stock price as of December 31, 2020.2022. These RSUs are eligible to vest on October 24, 2023.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | OPTION AWARDS | | | STOCK AWARDS | | NAME | | NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS (#)
EXERCISABLE | | | NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS (#)
UNEXERCISABLE | | | EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
UNEARNED
OPTIONS (#) | | | OPTION
EXERCISE
PRICE
($) | | | OPTION
EXPIRATION
DATE | | | NUMBER
OF SHARES
OR UNITS
OF STOCK
THAT HAVE
NOT VESTED
(#) | | | MARKET
VALUE
SHARES OR
UNITS
OF STOCK
THAT HAVE
NOT
VESTED
($) | | | EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT HAVE
NOT VESTED
(#) | | | EQUITY
INCENTIVE
PLAN
AWARDS:
MARKET OR
PAYOUT
VALUE OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT HAVE
NOT VESTED
($) | | | | | | | | | | | | Gary L. Carano | | | | | | | | | | | | | | | | | | | | | | | 42,792 | (1) | | | 3,178,162 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 38,902 | (2) | | | 2,889,252 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 28,397 | (3) | | | 2,109,045 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 31,121 | (4) | | | 2,311,357 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 22,779 | (5) | | | 1,691,796 | | | | | | | | | | | | | | | | | | | | | | | | | 22,779 | (6) | | | 1,691,796 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,320 | (9) | | | 469,386 | | | | | | | | | | | | | | | | | | | | Thomas R. Reeg | | | | | | | | | | | | | | | | | | | | | | | 25,877 | (1) | | | 1,921,885 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23,525 | (2) | | | 1,747,202 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 53,877 | (3) | | | 4,001,445 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 59,044 | (4) | | | 4,385,198 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 68,918 | (7) | | | 5,118,540 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 43,217 | (5) | | | 3,209,727 | | | | | | | | | | | | | | | | | | | | | | | | | 43,217 | (6) | | | 3,209,727 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 82,507 | (8) | | | 6,127,795 | | | | | | | | | | | | | | | | | | | | | | | | | 22,971 | (9) | | | 1,706,056 | | | | | | | | | | | | | | | | | | | | Bret Yunker | | | | | | | | | | | | | | | | | | | | | | | 13,895 | (3) | | | 1,131,982 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,228 | (4) | | | 1,030,984 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 13,505 | (5) | | | 1,003,016 | | | | | | | | | | | | | | | | | | | | | | | | | 13,505 | (6) | | | 1,003,016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 41,253 | (8) | | | 3,063,860 | | | | | | | | | | | | | | | | | | | | | | | | | 4,867 | (9) | | | 361,472 | | | | | | | | | | | | | | | | | | | | Anthony L. Carano | | | | | | | | | | | | | | | | | | | | | | | 14,799 | (1) | | | 1,099,122 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,454 | (2) | | | 999,229 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,449 | (3) | | | 1,667,287 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,602 | (4) | | | 1,827,191 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 43,074 | (7) | | | 3,199,106 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 18,007 | (5) | | | 1,337,380 | | | | | | | | | | | | | | | | | | | | | | | | | 18,007 | (6) | | | 1,337,380 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 41,253 | (8) | | | 3,063,860 | | | | | | | | | | | | | | | | | | | | | | | | | 5,668 | (9) | | | 420,962 | | | | | | | | | | | | | | | | | | | | Stephanie Lepori | | | | | | | | | | | | | | | | | | | | | | | 3,880 | (1) | | | 288,168 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,528 | (2) | | | 262,025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,771 | (3) | | | 280,072 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,133 | (4) | | | 306,958 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | — | | | | 2,912 | (5) | | | 216,274 | | | | | | | | | | | | | | | | | | | | | | | | | 2,912 | (6) | | | 216,274 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,745 | (9) | | | 278,141 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 53,629 | (10) | | | 3,983,026 | | | | | | | | | |
| (2) | 46 CAESARS ENTERTAINMENT®
EXECUTIVECOMPENSATIONMATTERS
(1) | Represents PSUs awarded in January 2018 at 110.0% of target (based upon the average of our performance in 2018 at 137.5% of target and 2019 at 82.5% of target) based upon our performance in each of year valued at $74.27Represents PSUs awarded in January 2020 at 150% of target (based upon the average of our performance in 2021 at 200% of target and 2020 at 100.0% of target (based upon our performance in 2021 and the Compensation Committee’s discretionary evaluation of performance in 2020)) valued at $41.60 per share, which was our closing stock price as of December 31, 2020. These PSUs vested on January 1, 2021.
|
(2) | Represents time-based RSUs awarded in January 2018 valued at $74.27 per share, which was our closing stock price as of December 31, 2020. These RSUs vested on January 26, 2021.
|
(3) | Represents PSUs awarded in January 2019 at 91.25% of target (based upon the average of our performance in 2019 at 82.5% of target and 2020 at 100.0% of target (based upon our performance in 2019 and the Compensation Committee’s discretionary evaluation of performance in 2020)) each year valued at $74.27 per share, which was our closing stock price as of December 31, 2020. These PSUs are eligible to vest on January 1, 2022. Mr. Yunker’s RSUs were awarded in May 2019 and vest on May 2, 2022.
|
(4) | Represents time-based RSUs awarded in January 2019 valued at $74.27 per share, which was our closing stock price as of December 31, 2020. These RSUs are eligible to vest on January 25, 2022. Mr. Yunker’s RSUs were awarded in May 2019 and vest on May 2, 2022.
|
(5) | Represents PSUs awarded in January 2020 at 100.0% of target (based upon the Compensation Committee’s discretionary determination of performance for 2020 and assuming 100% of target for 2021) valued at $74.27 per share, which was our closing stock price as of December 31, 2020. These PSUs are eligible to vest on January 1, 2023.
|
(6) | Represents time-based RSUs awarded in January 2020 valued at $74.27 per share, which was our closing stock price as of December 31, 2020. These RSUs are eligible to vest on January 24, 2023.
|
(7) | Represents time-based RSUs awarded in October 2018 valued at $74.27 per share, which was our closing stock price as of December 31, 2020. These RSUs are eligible to vest on October 24, 2023.
|
(8) | Represents PSUs awarded in August 20, 2020 at 100.0% of target (based on assuming the targeted relative Total Shareholder Return metric is achieved) valued at $74.27 per share, which was our closing stock price as of December 31, 2020. These PSUs are eligible to vest on August 20, 2023.
|
(9) | Represents time-based RSUs awarded on August 20, 2020 valued at $74.27 per share, which was our closing stock price as of December 31, 2020. These RSUs are eligible to vest one-third on each anniversary of the grant date.
|
(10) | Represents time-based RSUs awarded on August 20, 2020 valued at $74.27 per share, which was our closing stock price as of December 31, 2020. These RSUs are eligible to vest one-third on August 20, 2023.
|
2020 OPTION EXERCISES AND STOCK VESTED TABLE
The following table sets forth information regarding the exercise of stock options and the vesting of stock awards for each of our Named Executive Officers during the fiscal year ended December 31, 2020.
| | | | | | | | | | | | | | | | | | | | OPTIONAWARDS | | | STOCKAWARDS | | NAME | | NUMBER OF
SHARES
ACQUIRED
ON EXERCISE
(#) | | | VALUE
REALIZED
ON EXERCISE
($) | | | NUMBER OF
SHARES
ACQUIRED
ON
VESTING
(#) | | | VALUE
REALIZED
ON VESTING
($)(1) | | Gary L. Carano | | | — | | | | — | | | | 132,927 | | | | 7,819,034 | | Thomas R. Reeg | | | — | | | | — | | | | 77,308 | | | | 4,547,412 | | Bret Yunker | | | — | | | | — | | | | 30,400 | | | | 575,472 | | Anthony L. Carano | | | — | | | | — | | | | 40,227 | | | | 2,366,233 | | Stephanie Lepori | | | — | | | | — | | | | 16,675 | | | | 984,941 | |
(1) | Value realized was computed by multiplying the number of RSUs and PSUs that vested during 2020 for the applicable NEOs, multiplied by the closing stock price of the underlying shares of our common stock on the applicable vesting date. Shares that have vested remain subject to the applicable stock ownership guidelines.
|
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
The Company is party to employment agreements with Messrs. Gary L. Carano, Reeg, Yunker and Anthony L. Carano. On October 1, 2018, in connection with the change in management structure, the Company entered into amendments to the employment agreements between the Company and each of Messrs. Reeg, Gary L. Carano and Anthony L. Carano. These amendments became effective January 1, 2019. On February 1, 2019, the Company entered into an employment agreement with Mr. Yunker, and he began employment with the Company on May 2, 2019. On April 8, 2020, the Company entered into an
2021 PROXY STATEMENT 47
EXECUTIVECOMPENSATIONMATTERS
agreement with each of Messrs. Thomas R. Reeg, Gary L. Carano, Bret Yunker, and Anthony Carano reflecting their agreement to reduce each of their base salaries until such time as the Chief Executive Officer, in consultation with the Independent Lead Director, determine otherwise. This temporary reduction in base salary became effective April 11, 2020 and salaries were later increased upon the merger with Former Caesars.
The description below reflects the terms of each NEO’s employment agreement in effect during 2020.
Each NEO’s employment agreement has a three-year term with automatic one-year renewals unless a notice of non-renewal was provided by either party at least three months before the scheduled renewal date. The expiration date of the current term of employment for each of the NEOs under the employment agreements is January 1, 2022 for Messrs. Gary L. Carano, Reeg and Anthony L. Carano, and May 2, 2022 for Mr. Yunker. If a “change in control” (as defined in the agreements) occurs during the term of the named executive officer’s agreement, the term of such agreement will be extended to the second year following such change of control, subject to automatic renewal for subsequent periods.
In the event of a termination of Mr. Gary L. Carano’s and Mr. Reeg’s employment without “cause” or if either of them terminates his employment for “good reason” (each as defined in their agreements), then such executive would be entitled to receive (i) a lump-sum payment equal to 1.5 times the sum of his base salary and annual incentive award target, or 2.99 times such amount in the event of such a termination within two years following a change in control, (ii) a lump-sum payment of a prorated portion of his actual annual incentive award for the year of termination, if any, or a prorated portion of his annual incentive award at target level in the event of such a termination within two years following a change in control, (iii) a lump-sum payment equal to 18 months of health benefits coverage, or 24 months if such a termination is within two years following a change in control, and (iv) if such termination is not in connection with a change in control, outplacement services for no more than 18 months and in an amount not to exceed $15,000 in the aggregate.
With respect to Mr. Anthony Carano and Bret Yunker in the event that we terminated the executive’s employment without “cause” or if such executive terminated his employment for “good reason” (each as defined in the applicable executive’s agreement), such executive would be entitled to receive (i) his unpaid salary, accrued and unused vacation, and unreimbursed business expenses through the date of termination (the “Accrued Rights”), (ii) a lump-sum payment equal to 1.0 times the sum of such executive’s base salary and annual incentive award target (or 2.0 times such amount in the event of such a termination within two years following a change in control), (iii) a lump-sum payment of a prorated portion of such executive’s actual annual incentive award for the calendar year that includes the date of the termination, if any, or a prorated portion of such executive’s annual incentive award at target level in the event of such a termination within two years following a change in control, (iv) a lump-sum payment equal to 12 months of health benefits coverage (or 18 months if such a termination is within two years following a change in control), and (v) if such termination is not in connection with a change in control, outplacement services for no more than 12 months and in an amount not to exceed $10,000.
The agreements include non-competition and non-solicitation provisions that apply for 12 months (18 months for Mr. Gary L. Carano and Mr. Reeg) following the executive’s termination of employment.
Ms. Lepori, along with other select senior leaders of the Company, is covered by the Company’s Change In Control Severance Plan (“Severance Plan”) in the event that her employment is terminated during the two-year period beginning on the date of a Change in Control (as defined in the Severance Plan), other than for “cause”, “disability”, death, or by Ms. Lepori voluntarily without “good reason” (each as defined in the Severance Plan). In the event of such termination, Ms. Lepori would be entitled to receive (i) her unpaid salary, accrued and unused vacation, and unreimbursed business expenses through the date of termination (ii) a lump-sum payment equal to 1.0 times the sum of such her base salary and annual incentive award target, (iii) a lump-sum payment of a prorated portion of her actual annual incentive award for the calendar year that includes the date of the termination, (iv) a lump-sum payment equal to 12 months of health benefits coverage, and (v) outplacement services for no more than 12 months and in an amount not to exceed $10,000. If Ms. Lepori’s employment is involuntarily terminated by the Company without a change-in-control and without cause, she would be eligible for benefits under the Company’s Severance Pay Program. Under this plan, Ms. Lepori would be eligible for (i) six months of salary continuance, (ii) COBRA continuation coverage under the welfare benefit plan, and (iii) outplacement services paid by the Company.
48 CAESARS ENTERTAINMENT®
EXECUTIVECOMPENSATIONMATTERS
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
The following table describes and quantifies certain compensation that would become payable under existing agreements, plans and arrangements, with named executive officers, as described above if the triggering event occurred on December 31, 2020, given compensation levels as of such date and, if applicable, based on our closing stock price on that date.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | NAME | | COMPENSATION
COMPONENTS | | VOLUNTARY($) | | | INVOLUNTARY
WITH CAUSE($) | | | INVOLUNTARY
WITHOUT
CAUSE OR
FOR GOOD
REASON($) | | | DEATH($) | | | DISABILITY($) | | | CHANGE IN
CONTROL($) | | | CHANGE IN
CONTROL WITH
TERMINATION($) | | Gary L. Carano | | Cash Severance | | | — | | | | — | | | | 4,725,000 | | | | 1,750,000 | | | | 1,750,000 | | | | — | | | | 9,450,000 | | | | Other Benefits | | | — | | | | — | | | | 36,168 | | | | 1,000,000 | | | | 14,112 | | | | — | | | | 28,224 | | | | Restricted Stock
Units | | | — | | | | — | | | | 13,923,562 | | | | 13,923,562 | | | | 13,923,562 | | | | 13,871,408 | | | | 14,340,794 | | Thomas R. Reeg | | Cash Severance | | | — | | | | — | | | | 9,000,000 | | | | 4,000,000 | | | | 4,000,000 | | | | — | | | | 18,000,000 | | | | Other Benefits | | | — | | | | — | | | | 30,928 | | | | 1,000,000 | | | | 20,928 | | | | — | | | | 41,846 | | | | Restricted Stock
Units | | | — | | | | — | | | | 24,464,152 | | | | 24,464,152 | | | | 24,464,152 | | | | 23,593,724 | | | | 31,427,575 | | Bret Yunker | | Cash Severance | | | — | | | | — | | | | 2,250,000 | | | | 1,250,000 | | | | 1,250,000 | | | | — | | | | 4,500,000 | | | | Other Benefits | | | — | | | | — | | | | 18,004 | | | | 1,000,000 | | | | 8,004 | | | | — | | | | 12,006 | | | | Restricted Stock
Units | | | — | | | | — | | | | 4,549,664 | | | | 4,549,664 | | | | 4,549,664 | | | | 4,509,501 | | | | 7,594,404 | | Anthony L. Carano | | Cash Severance | | | — | | | | — | | | | 2,925,000 | | | | 1,625,000 | | | | 1,625,000 | | | | — | | | | 5,850,000 | | | | Other Benefits | | | — | | | | — | | | | 30,688 | | | | 1,000,000 | | | | 20,688 | | | | — | | | | 31,032 | | | | Restricted Stock
Units | | | — | | | | — | | | | 11,853,897 | | | | 11,853,897 | | | | 11,853,897 | | | | 11,466,695 | | | | 14,951,517 | | Stephanie Lepori | | Cash Severance | | | — | | | | — | | | | 428,063 | | | | 103,063 | | | | 103,063 | | | | — | | | | 1,143,063 | | | | Other Benefits | | | — | | | | — | | | | 14,776 | | | | 1,000,000 | | | | — | | | | — | | | | 21,940 | | | | Restricted Stock
Units | | | — | | | | — | | | | 2,319,286 | | | | 2,319,286 | | | | 2,319,286 | | | | 1,876,728 | | | | 5,859,754 | |
2021 PROXY STATEMENT 49
EXECUTIVECOMPENSATIONMATTERS
CEO PAY RATIO
As required by Section 953(b) of the Dodd-Frank Wall Street and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of Mr. Reeg, our Chief Executive Officer, and the annual total compensation of all of our employees. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
To determine the median of the total annual compensation of all of our employees, we utilized the following methodology.
For purposes of calculating the 2020 pay ratio, we identified a new median employee in respect of 2020. For purposes of determining the median employee in respect of 2020, we determined that, as of December 31, 2022. These PSUs vested on January 1, 2023.
|
| (3) | Represents time-based RSUs awarded in January 2020 valued at $41.60 per share, which was our closing stock price as of December 31, 2022. These RSUs vested on January 24, 2023. |
| | | | | | | | | | | | | | | | | | | | | |
| | | | 49 |
| (4) | Represents time-based RSUs awarded on August 20, 2020 valued at $41.60 per share, which was our closing stock price as of December 31, 2022. These RSUs are eligible to vest on August 20, 2023. |
| (5) | Represents PSUs awarded on August 20, 2020 at 100.0% of target (based on assuming the employee populationtargeted rTSR metric is achieved) valued at $41.60 per share, which was our closing stock price as of December 31, 2022. These PSUs are eligible to vest on August 20, 2023. |
| (6) | Represents PSUs awarded on January 29, 2021 at 100.0% of target (based on assuming the targeted rTSR metric is achieved) valued at $41.60 per share, which was our closing stock price as of December 31, 2022. These PSUs are eligible to vest on January 29, 2024. |
| (7) | Represents PSUs awarded on January 29, 2021 at 136.7% of target (based upon the average of our performance in 2022 at 110.0%, 2021 at 200.0% of target and assuming the achievement of targeted performance for the year ending December 31, 2023) valued at $41.60 per share, which was our closing stock price as of December 31, 2022. These PSUs are eligible to vest on January 29, 2024. |
| (8) | Represents time-based RSUs awarded on January 29, 2021 valued at $41.60 per share, which was our closing stock price as of December 31, 2022. Half of these RSUs are eligible to vest on each of January 29th of 2023 and 2024. |
| (9) | Represents PSUs awarded on January 28, 2022 at 100.0% of target (based on assuming the targeted rTSR metric is achieved) valued at $41.60 per share, which was our closing stock price as of December 31, 2022. These PSUs are eligible to vest on January 29, 2025. |
| (10) | Represents PSUs awarded on January 28, 2022 at 103.3% of target (based upon the average of our performance in 2022 at 110.0% and assuming the achievement of targeted performance for the years ending December 31 of 2023 and 2024) valued at $41.60 per share, which was our closing stock price as of December 31, 2022. These PSUs are eligible to vest on January 29, 2025. |
| (11) | Represents time-based RSUs awarded on January 28, 2022 valued at $41.60 per share, which was our closing stock price as of December 31, 2022. One-third of these RSUs vested on January 29, 2023 and one-third are eligible to vest on each of January 29, 2024 and 2025. |
| (12) | Represents each tranche of the CompanyOne-Time Performance-Based Equity Grant valued at $41.60 per share, which was our closing stock price as of December 31, 2022. In February 2022, the Board made a one-time grant to our CEO of performance-based MSUs with performance metrics consisting of three stock price hurdles: 50,000 MSUs are eligible to vest based on a stock price hurdle of $125, 75,000 MSUs are eligible to vest based on a stock price hurdle of $150 and its consolidated subsidiaries consisted100,000 MSUs are eligible to vest based on a stock price hurdle of approximately 55,721 employees as reflected in our internal payroll records. This population included full-time, part-time and seasonal employees employed by us on that date. Less than 5%$175. The performance period applicable to these MSUs is February 25, 2022 through February 25, 2025. Each tranche of MSUs subject to this award only vests if the trailing average closing trading price of a share of our employee population is located outsidecommon stock measured over any consecutive 20 calendar-day period within the US. Underthree-year performance period exceeds the de minimis exception, we excluded approximately 377 employees in South Africa.respective hurdle and subject to additional service-based vesting requirements. For more information, see “2022 One-Time Performance-Based Equity Grant to the CEO”. |
| (13) | To identifyRepresents time-based RSUs awarded on August 20, 2020 valued at $41.60 per share, which was our median employee from this population for 2020, we used cash compensation paid during 2020, consistingclosing stock price as of base cash salary for salaried employees and cash compensation paid at the applicable hourly rate for non-salaried employees, plus bonus payments, other cash-based wages and matchingDecember 31, 2022. These RSUs are eligible to vest on August 20, 2023.
|
| | | | | | | | | | | | | | | | | | 50 | | | | 2023 PROXY STATEMENT | | | | |
Nonqualified Deferred Compensation Deferred Compensation Plan Pursuant to the Caesars Entertainment Corporation Executive Supplemental Savings Plan III (the “Deferred Compensation Plan”), which we assumed from Former Caesars, certain team members, including our executive officers, may elect to defer the payment of all or a portion of their base salary and annual performance bonus earned in respect of a given year. Individual account balances in the Deferred Compensation Plan are adjusted in accordance with deemed investment elections made by the participant using investment vehicles made available from time to time. Distributions from the Deferred Compensation Plan may be made in the form of a lump-sum payment or in installments upon separation of service from the Company. The Deferred Compensation Plan is an unfunded deferred-compensation arrangement. The table below shows aggregate earnings and balances accrued for the participating NEOs for the year ended December 31, 2022. | | | | | | | | | | | | | | | | | | | | | | | | | NAME | | BALANCE AT
BEGINNING OF
FISCAL YEAR | | | EXECUTIVE
CONTRIBUTIONS IN
LAST FISCAL YEAR
($)(1) | | | COMPANY
CONTRIBUTIONS IN
LAST FISCAL YEAR
($) | | | AGGREGATE
EARNINGS
(LOSS) IN LAST
FISCAL YEAR
($)(2) | | | AGGREGATE
WITHDRAWAL/
DISTRIBUTION
($) | | | AGGREGATE
BALANCE AT
LAST FISCAL
YEAR END ($)(3) | | | | | | | | | Edmund L. Quatmann, Jr. | | | 615,536 | | | | 440,899 | | | | — | | | | (80,328 | ) | | | — | | | | 976,107 | |
| (1) | The amounts shown reflect contributions to the employees’ 401kDeferred Compensation Plan, consisting of deferrals of 2022 annual base salary and deferral of a portion of the bonus earned under the 2022 annual incentive plan which was paid in 2023. These amounts are included in the Summary Compensation Table for 2022. |
| (2) | The amount shown reflects earnings (loss) in the Deferred Compensation Plan. |
| (3) | Reflects account balance accrued as of December 31, 2022, consisting of (i) base salary deferrals and any earnings thereon, plus (ii) the deferred portion of the bonus earned under the 2022 annual incentive plan that was paid in 2023 (which amount was $324,803). |
2022 Stock Vested Table The following table sets forth information regarding the vesting of stock awards for each of our NEOs during the year ended December 31, 2022. No stock options were exercised by the NEOs during the year ended December 31, 2022. | | | | | | | | | EXECUTIVE NAME | | NUMBER OF SHARES
ACQUIRED ON VESTING OF
RSUs AND ANNUAL PSUs | | | VALUE REALIZED ON
VESTING(1) | | | | | Thomas R. Reeg | | | 135,790 | | | $ | 11,099,444 | | | | | Bret Yunker | | | 35,091 | | | $ | 2,393,868 | | | | | Anthony L. Carano | | | 54,590 | | | $ | 4,514,313 | | | | | Edmund L. Quatmann, Jr. | | | 21,411 | | | $ | 1,744,971 | | | | | Stephanie Lepori | | | 10,564 | | | $ | 835,135 | |
| (1) | Value realized was computed by multiplying the number of RSUs and PSUs that vested during 2022 for all employees. We annualized the cash compensation for any employees who were hired during 2020. Certainapplicable NEOs, by the closing stock price of the underlying shares of our non-salariedcommon stock on the applicable vesting date. Shares that have vested remain subject to the applicable stock ownership guidelines. The number of shares acquired on vesting does not reflect any reductions for shares withheld to satisfy tax withholding obligations. |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements New Employment Agreements Effective January 1, 2022 On December 28, 2021, we entered into amended and restated employment agreements with each of our NEOs, other than Ms. Lepori, with whom we entered into a new employment agreement. Each NEO is referred to herein as an “Executive” and, collectively the amended and restated employment agreements and new executive employment agreement are referred to herein as the “Executive Employment Agreements.” The Executive Employment Agreements became effective on January 1, 2022 and were subsequently amended and restated in August of 2022. | | | | | | | | | | | | | | | | | | | | | |
| | | | 51 |
Each Executive Employment Agreement is for a three-year term until January 1, 2025, with automatic one-year renewals unless a notice of non-renewal is provided by either party at least three months before the scheduled renewal date. If a “change in control” (as defined in the applicable Executive Employment Agreement) occurs during the term of the agreement, the then-current term of such agreement will be extended an additional two years from the change in control, subject to automatic renewal for subsequent periods. The Executive Employment Agreements provide for a base salary, annual incentive bonus opportunity as a percentage of base salary, and an LTI award opportunity as a percentage of base salary, as shown below, which went into effect on January 1, 2022: | | | | | | | | | | | | | EXECUTIVE | | BASE SALARY | | | ANNUAL INCENTIVE BONUS
OPPORTUNITY TARGET AS A
PERCENTAGE OF
BASE SALARY | | | LONG-TERM INCENTIVE AWARD AS A PERCENTAGE OF BASE SALARY | | | | | | Thomas R. Reeg | | $ | 2,000,000 | | | | 200% | | | | 450% | | | | | | Anthony L. Carano | | $ | 1,350,000 | | | | 125% | | | | 300% | | | | | | Bret Yunker | | $ | 1,150,000 | | | | 125% | | | | 300% | | | | | | Edmund L. Quatmann, Jr. | | $ | 775,000 | | | | 100% | | | | 200% | | | | | | Stephanie Lepori | | $ | 700,000 | | | | 100% | | | | 200% | |
Under the Executive Employment Agreements, each of the NEOs received a signing bonus pursuant to their respective Executive Employment Agreement in the following amounts: Mr. Reeg ($5,000,000), Mr. A. Carano ($1,500,000), Mr. Yunker ($1,500,000), Mr. Quatmann ($1,000,000), and Ms. Lepori ($1,000,000). In the event an Executive’s employment terminates due to the Executive’s resignation without “good reason” or by the Company for “cause” (as such terms are defined in the Executive Employment Agreements) prior to January 1, 2025, the Executive will be required to repay to the Company a pro rata portion of their signing bonus. In the event of a termination of Mr. Reeg’s employment by the Company without “cause” or if Mr. Reeg terminates his employment for “good reason” (each as defined in Mr. Reeg’s Executive Employment Agreement), Mr. Reeg is entitled to receive (i) a lump-sum payment equal to 1.0 times the sum of his base salary and annual incentive award target, or 2.99 times such amount in the event of such a termination within two years following a change in control, (ii) a lump-sum payment of a prorated portion of his actual annual incentive award, if any, or a prorated portion of his annual incentive award at target in the event of such a termination within two years following a change in control, (iii) a lump-sum payment equal to 12 months of health benefits coverage, or 24 months if such a termination is within two years following a change in control, and (iv) outplacement services for no more than 12 months and in an amount not to exceed $10,000. For each Executive other than Mr. Reeg, in the event of a termination by the Company without cause or if the Executive terminates their employment for good reason, such Executive is entitled to receive (i) a lump-sum payment equal to 1.0 times the sum of such Executive’s base salary and annual incentive award target, or 2.0 times such amount in the event of such a termination within two years following a change in control, (ii) a lump-sum payment of a prorated portion of such Executive’s annual incentive award based on actual performance for the calendar year that includes the date of the termination, if any, or a prorated portion of such Executive’s target annual incentive award in the event of such a termination within two years following a change in control, (iii) a lump-sum payment equal to 12 months of health benefits coverage, or 18 months if such a termination is within two years following a change in control, and (iv) outplacement services for no more than 12 months and in an amount not to exceed $10,000. The Executive Employment Agreements contain certain customary non-competition, non-solicitation and confidentiality provisions (namely, 12-month post-termination non-competition and non-solicitation restriction, and perpetual confidentiality provisions). | | | | | | | | | | | | | | | | | | 52 | | | | 2023 PROXY STATEMENT | | | | |
Potential Payments Upon Termination or Change in Control Table The following table describes and quantifies certain compensation that would become payable under existing agreements, plans and arrangements with NEOs, as described above if the triggering event occurred on December 31, 2022, given compensation levels as of such date and, if applicable, based on our closing stock price on that date. The amounts shown in the table below reflect the severance provisions included in the NEOs’ employment agreements that were in effect as of December 31, 2022, as described above. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | | | Voluntary | | | Involuntary
termination
with Cause | | | Involuntary
termination
without cause or
for good reason | | | Death | | | Disability | | | Change in
Control | | | Termination
without cause
or for good reason
following a
Change in Control | | | | | | | | | | | Thomas R. Reeg | | Cash Severance | | $ | — | | | $ | — | | | $ | 10,400,000 | | | $ | 4,000,000 | | | $ | 4,000,000 | | | $ | — | | | $ | 21,940,000 | | | | Other Benefits | | | — | | | | — | | | | 36,294 | | | | — | | | | 26,294 | | | | — | | | | 52,588 | | | | RSUs and PSUs | | | — | | | | — | | | | 10,487,263 | | | | 16,180,278 | | | | 16,180,278 | | | | 28,392,124 | | | | 28,392,124 | | | | | | | | | | | Bret Yunker | | Cash Severance | | $ | — | | | $ | — | | | $ | 4,413,125 | | | $ | 1,437,500 | | | $ | 1,437,500 | | | $ | — | | | $ | 6,612,500 | | | | Other Benefits | | | — | | | | — | | | | 16,214 | | | | — | | | | 6,214 | | | | — | | | | 9,321 | | | | RSUs and PSUs | | | — | | | | — | | | | 2,890,909 | | | | 4,810,181 | | | | 4,810,181 | | | | 5,891,268 | | | | 5,891,268 | | | | | | | | | | | Anthony L. Carano | | Cash Severance | | $ | — | | | $ | — | | | $ | 5,180,625 | | | $ | 1,687,500 | | | $ | 1,687,500 | | | $ | — | | | $ | 7,762,500 | | | | Other Benefits | | | — | | | | — | | | | 35,268 | | | | — | | | | 25,268 | | | | — | | | | 37,902 | | | | RSUs and PSUs | | | — | | | | — | | | | 5,160,251 | | | | 7,510,375 | | | | 7,510,375 | | | | 8,755,386 | | | | 8,755,386 | | | | | | | | | | | Edmund L. Quatmann, Jr. | | Cash Severance | | $ | — | | | $ | — | | | $ | 2,534,250 | | | $ | 775,000 | | | $ | 775,000 | | | $ | — | | | $ | 3,875,000 | | | | Other Benefits | | | — | | | | — | | | | 31,569 | | | | — | | | | 21,569 | | | | — | | | | 32,354 | | | | RSUs and PSUs | | | — | | | | — | | | | 1,463,176 | | | | 2,412,585 | | | | 2,412,585 | | | | 2,939,997 | | | | 2,939,997 | | | | | | | | | | | Stephanie Lepori | | Cash Severance | | $ | — | | | $ | — | | | $ | 2,289,000 | | | $ | 700,000 | | | $ | 700,000 | | | $ | — | | | $ | 3,500,000 | | | | | | | | | | | | | Other Benefits | | | — | | | | — | | | | 23,410 | | | | — | | | | 13,410 | | | | — | | | | 20,115 | | | | | | | | | | | | | | RSUs and PSUs | | | — | | | | — | | | | 2,205,285 | | | | 2,921,900 | | | | 2,921,900 | | | | 3,603,974 | | | | 3,603,974 | |
The amounts included in “Cash Severance” above include the cash severance payments described for each NEO under “New Employment Agreements Effective January 1, 2022” above (i.e., the sum of annual base salary and target incentive bonus, multiplied by the applicable severance multiple). Cash Severance on a termination without cause or for good reason also includes the full amount of the actual annual incentive bonus earned, including any discretionary bonus amounts, in respect of the 2022 calendar year (or, on a termination without cause or for good reason following a change of control, the full target amount), which amount would also become payable assuming such termination happened on December 31, 2022, given there would be no pro-ration. The amounts included under “Other Benefits” includes the amounts payable in respect of COBRA continuation and outplacement services, as applicable. Under the 2022 Executive Employment Agreements, upon the occurrence of an NEO’s death, they would receive a pro-rated target annual incentive bonus for such year, and upon the occurrence of an NEO’s disability, they would receive a pro-rated target annual incentive bonus for such year, plus continuation of COBRA benefits for 12 months. The amount shown under “Cash Severance” in the table above under these scenarios includes a full target incentive bonus amount for the year of termination, assuming such event occurred on December 31, 2022, given there would be no pro-ration. Under the terms of the PSUs and RSUs granted prior to the Merger, all unvested awards would become fully vested upon the NEO’s termination by the Company without “cause”, by the executive for “good reason”, or as a result of the executive’s death or disability (with PSUs vesting at target level). For awards granted following the Merger during 2020, upon a termination by the Company without “cause”, by the executive for “good reason”, or as a result of the executive’s death or disability, other than during the 24-month period following a change of control, a pro-rated portion of the next tranche of RSUs would become vested, and a pro-rated portion of the PSUs would remain eligible to be earned following the end of the performance period based on actual | | | | | | | | | | | | | | | | | | | | | |
| | | | 53 |
performance. For awards granted during 2021, upon a termination as a result of the executive’s death or disability, other than during the 18-month period following a change of control, all unvested RSUs would become vested, and upon death, disability or retirement, a pro-rated portion of the PSUs would remain eligible to be earned following the end of the performance period based on actual performance. For awards granted during 2022 (other than Mr. Reeg’s one-time performance-based grant), upon a termination as a result of the executive’s death or disability, other than during the 18-month period following a change of control, all unvested RSUs would become vested, and upon death, disability or retirement, a pro-rated portion of the PSUs would remain eligible to be earned following the end of the performance period based on actual performance. For purposes of the chart above, we have assumed “target” level performance for uncompleted performance years (and estimated actual performance for completed performance years) for purposes of calculating the acceleration of unvested PSUs in these termination scenarios. The award agreement for Mr. Reeg’s one-time performance-based grant made in 2022 provides that, upon a termination by the Company without cause, by Mr. Reeg for good reason, or as a result of his death or disability, any awards that have not yet been earned based on the applicable stock price hurdles would be forfeited. For purposes of the chart above, $0 has been included in respect of this award due to the fact that, as of December 31, 2022, none of the stock price hurdles had been met. For purposes of calculating the value of RSUs and PSUs upon a change of control, or upon a termination by the company without “cause” or by the executive for “good reason” following a change of control, we have assumed that no replacement award was provided in connection with the change of control and that each NEO’s employment was terminated on December 31, 2022, and that all unvested RSUs and PSUs vested at “target” level. For RSUs and PSUs granted following the Merger, unvested awards would not accelerate automatically if a “replacement award” was provided. For purposes of calculating the value of Mr. Reeg’s one-time performance-based grant in connection with a change of control, we have assumed that all of the applicable stock price goals would be met and the award would vest upon the change of control. | | | | | | | | | | | | | | | | | | 54 | | | | 2023 PROXY STATEMENT | | | | |
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of Mr. Reeg, our CEO, and the annual total compensation of all of our employees. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Based on our internal review procedures this year, we do not believe that there have been any changes in our employee population or compensation arrangements that we reasonably believe would result in a significant change to our pay ratio calculation. As permitted under Item 402(u) of Regulation S-K, for purposes of calculating the 2022 CEO pay ratio, we used the same employee who was identified as our median employee for 2021 as reported in our proxy statement filed in 2022, and recalculated that employee’s annual total compensation for 2022. For purposes of determining the median employee in respect of 2021, we determined that, as of December 31, 2021, the employee population of the Company and its consolidated subsidiaries consisted of approximately 48,122 employees as reflected in our internal payroll records. This population included full-time, part-time and seasonal employees employed by us on that date. Less than 5% of our employee population is located outside the U.S. We did not exclude any employees from our population for purposes of calculating the pay ratio. To identify our median employee from this population for 2021, we used cash compensation paid during 2021, consisting of base cash salary for salaried employees and cash compensation paid at the applicable hourly rate for non-salaried employees, plus bonus payments, other cash-based wages and matching contributions to the employees’ 401k plan account for all employees. We annualized the cash compensation for any employees who were hired during 2021. Certain of our non-salaried employees also may receive tip income, which we excluded for purposes of determining the median employee. The median employee annual total compensation was lower than recent years due to various reasons, including a substantial portion of employees being furloughed in 2020 and working less on average than in recent years. We determined that the median employee’s annual total compensation for 2022 was $36,252 and the annual total compensation of our CEO was $31,349,920 as shown in the “Total” column of the Summary Compensation Table included in this Proxy Statement. Based on this information, for 2022 the ratio of the annual total compensation of Mr. Reeg to the annual total compensation of the median employee was 865 to 1. Supplemental CEO Pay Ratio In order to give additional context to the 2022 CEO pay ratio reported above, and as additional context to our CEO’s annual total compensation for 2022, we are providing a supplemental ratio that compares Mr. Reeg’s 2022 annual total compensation, excluding the one-time 100% performance-based award granted in 2022, to the median employee’s annual total compensation. As discussed in the CD&A under the section entitled “2022 One-Time Performance-Based Equity Grant to the CEO”, in 2022 Mr. Reeg was awarded a one-time equity grant that is 100% performance-based and subject to achievement of pre-established stock price hurdles. We are providing this supplemental pay ratio excluding the value of this award because there must be significant levels of stock price appreciation in order for the award to be earned, and because this award is not part of Mr. Reeg’s regular total annual compensation. After excluding the value of this award as reported in the Summary Compensation Table, Mr. Reeg’s annual total compensation as shown in the “Total” column of the Summary Compensation Table would have been $15,670,420, resulting in a supplemental ratio of 432 to 1. Because the SEC rules for identifying the median employee of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies may utilize different methodologies in calculating their pay ratios. | | | | | | | | | | | | | | | | | | | | | |
| | | | 55 |
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of RegulationS-K, we are providing the following information about the relationship between executive compensation actually paid to our Principal Executive Officer (“PEO”), the average of our otherNon-PEO NEOs and certain financial performance of the Company. For further information concerning the Company’sphilosophy and how the Company seeks to align executive compensation with the Company’s performance , refer to the Compensation Discussion and Analysis section of this Proxy Statement. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | VALUE OF INITIAL FIXED $100
INVESTMENT BASED ON: | | | | | | | | | | SUMMARY
COMPENSATION
TABLE TOTAL
FOR PEO | | | COMPENSATION
ACTUALLY PAID
TO PEO | | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs | | | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs | | | | | | PEER GROUP
TOTAL
SHAREHOLDER
RETURN | | | NET INCOME (LOSS) (MILLIONS) (7) | | | ADJUSTED EBITDA (MILLIONS) (8) | | | | | | | | | | | | | | $ | 31,349,920 | | | $ | (15,761,300 | ) | | $ | 5,086,053 | | | $ | (4,320,027 | ) | | $ | 69.75 | | | $ | 76.58 | | | $ | (910 | ) | | $ | 3,243 | | | | | | | | | | | | | | $ | 22,597,251 | | | $ | 35,457,581 | | | $ | 7,207,522 | | | $ | 10,643,119 | | | $ | 156.82 | | | $ | 104.31 | | | $ | (1,016 | ) | | $ | 2,990 | | | | | | | | | | | | | | $ | 13,692,480 | | | $ | 23,627,242 | | | $ | 4,944,156 | | | $ | 7,883,678 | | | $ | 124.53 | | | $ | 108.20 | | | $ | (1,758 | ) | | $ | 794 | |
| (1) | The dollar amounts shown in this column are the amounts of total compensation reported for Mr. Reeg (our PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. |
| (2) | The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Reeg, as computed in accordance with Item 402(v) of RegulationS-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Reeg during the applicable year. In accordance with the requirements of Item 402(v) of RegulationS-K, the following adjustments were made to Mr. Reeg’s total compensation for 2020 was $24,653each year to determine the compensation actually paid: |
| | | | | | | | | | | | | | | | | | | | | | | | REPORTED SUMMARY
COMPENSATION
TABLE TOTAL | | | REPORTED VALUE OF EQUITY AWARDS (a) | | | EQUITY AWARD ADJUSTMENTS (b) | | | COMPENSATION
ACTUALLY PAID | | | | | | | | | | $ | 31,349,920 | | | $ | (24,616,624 | ) | | $ | (22,494,596 | ) | | $ | (15,761,300 | ) | | | | | | | | | $ | 22,597,251 | | | $ | (7,391,597 | ) | | $ | 20,251,927 | | | $ | 35,457,581 | | | | | | | | | | $ | 13,692,480 | | | $ | (11,970,501 | ) | | $ | 21,905,263 | | | $ | 23,627,242 | |
| (a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
| (b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) theyear-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the annual total compensationend of our CEO was $13,692,480the year; (ii) the amount of change as shownof the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The amounts deducted or added, as applicable, in calculating the equity award adjustments are as follows: |
| | | | | | | | | | | | | | | | | | | | | | | | YEAR END FAIR
VALUE OF EQUITY
AWARDS GRANTED
AND UNVESTED IN
THE YEAR | | | YEAR OVER YEAR
CHANGE IN FAIR
VALUE OF OUTSTANDING
AND UNVESTED
EQUITY AWARDS | | | YEAR OVER YEAR
CHANGE IN FAIR
VALUE OF EQUITY
AWARDS GRANTED
IN PRIOR YEARS
THAT VESTED IN
THE YEAR | | | TOTAL EQUITY
AWARD
ADJUSTMENTS | | | | | | | | | | $ | 5,963,915 | | | $ | (26,857,454 | ) | | $ | (1,601,057 | ) | | $ | (22,494,596 | ) | | | | | | | | | $ | 9,913,657 | | | $ | 10,318,184 | | | $ | 20,086 | | | $ | 20,251,927 | | | | | | | | | | $ | 18,369,578 | | | $ | 3,598,922 | | | $ | (63,237 | ) | | $ | 21,905,263 | |
| (3) | The dollar amounts reported in this column represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (other than Mr. Reeg) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding |
| Mr. Reeg) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Bret Yunker, Anthony L. Carano, Edmund L. Quatmann, Jr. and Stephanie Lepori (ii) for 2021, Gary L. Carano, Bret Yunker, Anthony L. Carano and Edmund L. Quatmann, Jr. and (iii) for 2020, Gary L. Carano, Bret Yunker, Anthony L. Carano and Stephanie Lepori. |
| (4) | The dollar amounts reported in this Proxy Statement. Based on this information,column represent the average amount of “compensation actually paid” to the NEOs as a group (identified in Footnote 3), as computed in accordance with Item 402(v) of RegulationS-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of RegulationS-K, the following adjustments were made to averag e total compensation for 2020these NEOs as a group for each year to determine the ratiocompensation actually paid, using the same methodology described above in Note 2(b): |
| | | | | | | | | | | | | | | | | | | | | | | | REPORTED SUMMARY
COMPENSATION TABLE | | | | | | EQUITY AWARD ADJUSTMENTS (b) | | | COMPENSATION
ACTUALLY PAID | | | | | | | | | | $ | 5,086,053 | | | $ | (2,594,142 | ) | | $ | (6,811,938 | ) | | $ | (4,320,027 | ) | | | | | | | | | $ | 7,207,522 | | | $ | (2,361,245 | ) | | $ | 5,796,842 | | | $ | 10,643,119 | | | | | | | | | | $ | 4,944,156 | | | $ | (3,996,061 | ) | | $ | 6,935,583 | | | $ | 7,883,678 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | FAIR VALUE OF
EQUITY AWARDS
GRANTED AND
UNVESTED IN THE YEAR | | | AVG. YEAR OVER
YEAR CHANGE IN
FAIR VALUE OF
OUTSTANDING
AND UNVESTED
EQUITY AWARDS | | | AVG. YEAR OVER
YEAR CHANGE IN
FAIR VALUE OF
EQUITY AWARDS
GRANTED IN
PRIOR YEARS
THAT VESTED IN
THE YEAR | | | TOTAL EQUITY
AWARD
ADJUSTMENTS | | | | | | | | | | $ | 1,146,810 | | | $ | (7,486,124 | ) | | $ | (472,624 | ) | | $ | (6,811,938 | ) | | | | | | | | | $ | 3,166,917 | | | $ | 3,072,852 | | | $ | (442,927 | ) | | $ | 5,796,842 | | | | | | | | | | $ | 6,063,467 | | | $ | 1,219,311 | | | $ | (347,195 | ) | | $ | 6,935,583 | |
| (5) | Cumulative TSR is calculated by dividing the sum of the annual total compensationcumulative amount of Mr. Reegdividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
| (6) | Represents the weighted peer group TSR, weighted according to the annual totalrespective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: The Dow Jones U.S. Gambling Total Stock Market Index. |
| (7) | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
| (8) | While the Company uses numerous financial andnon-financial performance measures for the purpose of evaluating performance for the Company’s compensation ofprograms, the median employee was 555Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to 1.Becausebe disclosed in the SEC rules for identifyingtable) used by the median employee of the annual totalCompany to link company performance to compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies may utilize different methodologies in calculating their pay ratios.
50 CAESARS ENTERTAINMENT®
EXECUTIVECOMPENSATIONMATTERS
DIRECTOR COMPENSATION
The Compensation Committee is responsible for reviewing director compensation and making relevant recommendationsactually paid to the Board. Aon, the Compensation Committee’s independent consultant, annually prepares a competitive total compensation study against the same peers as used for our annual executive compensation study.
Prior to the Merger, for 2020, the annual cash retainer fee was $85,000, and the annual restricted stock unit grant was $175,000. In addition, each committee member, exceptcompany’s NEOs, for the Board committee chairs, was entitled to the following annual cash retainer: Audit Committee: $15,000; Compensation Committee: $10,000; and Nominating and Corporate Governance Committee: $7,500. Each Board committee chair was entitled to the following annual retainer: Audit Committee Chair: $30,000; Compensation Committee Chair: $20,000; and Nominating and Corporate Governance Committee Chair: $15,000. most recently completed fiscal year.
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For a reconciliation of Net Income (Loss) to Adjusted EBITDA, see the section entitled “Supplemental Unaudited Presentation of Consolidated Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) for the Years Ended December 31, 2022, 2021 and 2020” on pages 45—46 of our 2022 Annual Report on Form10-K. Financial Performance Measures The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: | c. | Absolute stock price performance |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the three most recently completed fiscal years. Description of Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the Dow Jones U.S. Gambling Total Stock Market Index over the same period.
DIRECTOR COMPENSATION The Compensation Committee is responsible for reviewing director compensation and making relevant recommendations to the Board. Aon, the Compensation Committee’s independent consultant, annually prepares a competitive total compensation study against the same peers as used for our annual executive compensation study. The Lead Independent Director was also entitled to an additional $25,000 annual cash retainer. In April 2020, cash fees were reduced by 30% through the closing of the Merger. Following the Merger, the Compensation Committee approved the following director compensation program for 2022, based on a report and recommendation provided by Aon:
| | | | | COMPONENT | | ANNUAL AMOUNT | | Annual retainer | | $ | 100,000 | | Audit Committee service | | $ | 20,000 | | Compensation Committee service | | $ | 15,000 | | Corporate Social Responsibility Committee service | | $ | 15,000 | | Nominating and Corporate Governance Committee service | | $ | 10,000 | | Audit Committee Chair | | $ | 40,000 | | Compensation Committee Chair | | $ | 30,000 | | Corporate Social Responsibility Committee Chair | | $ | 30,000 | | Nominating and Corporate Governance Committee Chair | | $ | 20,000 | | Annual equity grant | | $ | 225,000 | |
| | | | | For the post-Merger period, the $225,000 annualCOMPONENT
| | ANNUAL AMOUNT ($) | | | | Annual Retainer | | | 100,000 | | | | Annual Vice Chair Retainer* | | | 100,000 | | | | Lead Independent Director | | | 50,000 | | | | Audit Committee service | | | 20,000 | | | | Compensation Committee service | | | 15,000 | | | | Corporate Social Responsibility Committee service | | | 15,000 | | | | Nominating and Corporate Governance Committee service | | | 10,000 | | | | Audit Committee Chair | | | 40,000 | | | | Compensation Committee Chair | | | 30,000 | | | | Corporate Social Responsibility Committee Chair | | | 30,000 | | | | Nominating and Corporate Governance Committee Chair | | | 20,000 | | | | Annual equity grant was paid in cash, pro-rated for the number of days remaining in the 2020 calendar year following the Merger. For legacy ERI directors who remained on | | | 225,000 | | | | Vice Chair equity grant* | | | 200,000 | |
| * | Effective July 1, 2022, the Board followingapproved a Vice Chair cash retainer of $100,000 in lieu of the Merger, this amount was further pro-rated to account for the annualVice Chair equity grant made in January 2020 in the form of RSUs having a grant date value of $175,000.grant. |
All of our directors are reimbursed for expenses incurred in connection with their service on the Board. In addition, as a casino-entertainment and hospitality services provider, we are able to provide perquisites relating to food and beverage, hotel, entertainment and related offerings, with little or no additional cost to us, at comped values not to exceed $20,000 per year. These offerings allow members of our Board and management the opportunity to better understand and experience our products and services. The following table sets forth the compensation provided by the Company to non-employee directors during 2022: | | | | | | | | | | | | | | | | | NAME | | FEES EARNED
OR PAID IN CASH ($)(6) | | | STOCK AWARD
OR UNIT ($)(7)(8) | | | ALL OTHER COMPENSATION ($) | | | TOTAL ($) | | | | | | | Bonnie S. Biumi | | | 120,000 | | | | 196,654 | | | | — | | | | 316,654 | | | | | | | Jan Jones Blackhurst(1) | | | 130,000 | | | | 196,654 | | | | 15,454 | | | | 342,108 | | | | | | | Frank J. Fahrenkopf Jr. | | | 130,000 | | | | 196,654 | | | | — | | | | 326,654 | | | | | | | Don R. Kornstein(1)(2) | | | 205,000 | | | | 371,490 | | | | 6,047 | | | | 582,537 | | | | | | | Courtney R. Mather(3) | | | 130,000 | | | | 196,654 | | | | — | | | | 326,654 | | | | | | | Sandra L. Morgan(4) | | | 101,250 | | | | 196,654 | | | | | | | | 297,904 | | | | | | | Michael E. Pegram(5) | | | 125,000 | | | | 196,654 | | | | — | | | | 321,654 | | | | | | | David P. Tomick | | | 200,000 | | | | 196,654 | | | | — | | | | 396,654 | |
| (1) | Ms. Jones Blackhurst and Mr. Kornstein also received 5,550 fully vested restricted stock units (having a grant date fair value of $253,000) in consideration for his service as Vice Chairman ofreceive medical, dental and vision insurance coverage under the Board and forFormer Caesars health insurance plans, which plans were assumed by the additional duties and responsibilities he has undertakenCompany in connection with his role on the Board, includingMerger. The amount shown under “All Other Compensation” represents the additional time and efforts Mr. Kornstein has expended on matters related to strategic and operational initiatives given his significant industry experience.. All of our directors are reimbursed for expenses incurredamounts paid by the Company during 2022 in connection with their service on the Board. In addition, as a casino- entertainmentproviding Mr. Kornstein and hospitality services provider, we are able to provide perquisites relating to food and beverage, hotel, entertainment and related offerings at little or no additional cost to us. These offerings allow members of our Board and management the opportunity to better understand and experience our products and services. In no case did the total value of perquisites, computed based on the aggregate incremental cost to us, exceed $10,000 per non-employee director in 2020.
2021 PROXY STATEMENT 51
EXECUTIVECOMPENSATIONMATTERS
The following table sets forth the compensation provided by the Company to non-employee directors during 2020:
| | | | | | | | | | | | | | | | | NAME | | FEES EARNED
ORPAIDIN
CASH ($)(7) | | | STOCK AWARD
OR UNIT ($)(8)(9) | | | ALLOTHER
COMPENSATION
($) | | | TOTAL
($) | | Bonnie S. Biumi | | | 127,792 | | | | 174,344 | | | | — | | | | 302,136 | | Jan Jones Blackhurst(1)(4) | | | 163,487 | | | | — | | | | 6,173 | | | | 169,660 | | Keith Cozza(2) | | | — | | | | — | | | | — | | | | — | | Frank J. Fahrenkopf Jr. | | | 136,333 | | | | 174,344 | | | | — | | | | 310,677 | | James B. Hawkins(3) | | | 74,250 | | | | 174,344 | | | | — | | | | 248,594 | | Don R. Kornstein(1)(4) | | | 198,172 | | | | 253,000 | | | | 2,361 | | | | 453,533 | | Gregory J. Kozicz(3) | | | 64,125 | | | | 174,344 | | | | — | | | | 238,469 | | Courtney R. Mather(1)(5) | | | 164,031 | | | | — | | | | — | | | | 164,031 | | James Nelson(2)(6) | | | 161,259 | | | | 150,000 | | | | 100,000 | | | | 411,259 | | Michael E. Pegram | | | 131,708 | | | | 174,344 | | | | — | | | | 306,052 | | David P. Tomick | | | 192,572 | | | | 174,344 | | | | — | | | | 366,916 | | Roger P. Wagner(3) | | | 75,938 | | | | 174,344 | | | | — | | | | 250,282 | |
(1) | Ms. Jones Blackhurst and Messrs. Kornstein and Mather were appointed to the Board effective as of the closing of the Merger.
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(2) | Messrs. Cozza and Nelson were appointed to the Board effective as of the closing of the Merger. Mr. Nelson resigned from the Board on October 23, 2020. Mr. Cozza resigned from the Board on July 24, 2020.Ms. Jones Blackhurst with these benefits.
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| (2) | Mr. Kornstein received a Vice Chair equity grant of $200,000 in 2022 as part of the Company’s annual grants and Mr. Kornstein was paid a prorated amount of $50,000 for the remainder of 2022 in respect of the Vice Chair cash retainer. |
| | | | | | | | | | | | | | | | | | | | | |
| | | | 61 |
| (3) | Messrs. Hawkins, Kozicz and Wagner resigned from the Board effective as of the closing of the Merger.
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(4) | Mr. Kornstein and Ms. Jones Blackhurst receives medical, dental and vision insurance coverage under the Former Caesars health insurance plans, which plans were assumed by the Company in connection with the Merger. The amount shown under “All Other Compensation” represents the amounts paid by the Company in respect of the post-Merger period in connection with providing Mr. Kornstein and Ms. Jones Blackhurst with these benefits.
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(5) | Mr. Mather previously elected to defer his cash retainer fees into deferred phantom stock units under the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan. |
(6) | On October 23, 2020, the Company and Mr. Nelson entered into a Consulting Agreement pursuant to which Mr. Nelson would provide consulting services to the Board and the Company’s chief executive officer for a period of 12 months (or until earlier terminated by either party). In consideration for these services, Mr. Nelson received a cash payment of $100,000 and a number of restricted stock units having a grant date value of $150,000, which were fully vested and settled on the grant date.
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(7) | Represents fees paid in cash in respect of service during calendar year 2020, as described in more detail above. Includes the cash payments made during the 3rd quarter in respect of the post-Merger annual equity retainer amount of $225,000, which was paid in cash for 2020 as follows: For Messrs. Tomick, Fahrenkopf and Pegram and Ms. Biumi, this amount was $22,466 (after taking into account the annual equity grant made in January 2020 in the form of RSUs having a grant date value of $175,000), and for Messrs. Kornstein, Mather and Nelson and Ms. Jones Blackhurst, this amount was $101,096, which represents a pro-rated amount for the number of days remaining in the 2020 calendar year following the Merger. Mr. Kornstein was appointed as Chairman of the Board of Directors of Caesars Entertainment UK Limited (“CEUK”) on November 10, 2020. In consideration for his service specifically related to Chairman of the Board of CEUK and his leadership efforts in connection with potential strategic alternatives outside the U.S., our Board of Directors approved additional compensation for Mr. Kornstein of $28,000/quarter beginning with the fourth quarter of 2020 (as reflected in the above table) and continuing until September 30, 2021.
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(8) | Amounts shown represent the grant date fair value of stock awards calculated in accordance with FASB ASC 718. In January 2020, non-employee directors received a number of fully vested restricted stock units having a grant date value of $174,344. As described above, in August 2020, Mr. Kornstein received a number of restricted stock units having a grant date value of $253,000 in consideration for his role as Vice Chairman of the Board and for the additional duties and responsibilities he has undertaken in connection with his role on the Board given his significant industry experience, which restricted stock units were fully vested and settled on the grant date.
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(9) | As of December 31, 2020, none of the non-employee directors held unvested stock awards.
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Pursuant to the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan (“Plan. He also elected to defer his annual equity grant for 2022 under the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan”), which was assumed byPlan.
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| (4) | Ms. Morgan resigned from the Companyboard in connection with the Merger and adopted by the Board effective as of January 1, 2021, non-employee directors have an opportunityJuly 2022. |
| (5) | Mr. Pegram previously elected to defer their Board compensationhis annual equity grant for 2022 under the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan. |
| (6) | Represents fees paid in cash in respect of service during the calendar year 2022. |
| (7) | Amounts shown represent the grant date fair value of stock awards calculated in accordance with FASB ASC 718. |
| (8) | As of December 31, 2022, none of the non-employee directors held unvested stock awards. As of December 31, 2022, Ms. Biumi and equity grants.Messrs. Fahrenkopf, Mather, Pegram and Tomick held 4,612, 49,015, 5,628, 47,098 and 41,470 deferred stock units, respectively. |
Pursuant to the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan, non-employee directors have an opportunity to defer their Board compensation and equity grants. Mr. Mather has elected to defer his cash retainer fees into deferred phantom stock units, which will be settled in shares of common stock on the applicable settlement date. Mr. Mather also elected to defer his annual equity grant for 2022. As described above in the section titled “Board Leadership and Risk Oversight”, as a publicly traded corporation registered with and licensed by multiple regulatory bodies and as required by the Mississippi Gaming Commission, Nevada Gaming Commission, and New Jersey Casino Control Commission, we maintain a Compliance Committee, which currently includes independent directors Messrs. Fahrenkopf and Pegram, and non-director members Mr. A.J. “Bud” Hicks (who serves as the Chairperson and an independent member of the Compliance Committee), Anthony L. Carano, Ms. Lepori and Mr. Jeffrey Hendricks (who serves as the Compliance Officer). Mr. Quatmann also serves as an ex-officio member of the Compliance Committee. Ms. Morgan, who resigned from the Board in July 2022, and Messrs. Fahrenkopf and Pegram each received an annual cash retainer fee of $10,000 for service on the Compliance Committee, which is included in the table above. | | | | | | | | | | | | | | | | | | 52 CAESARS ENTERTAINMENT®62
| | | | 2023 PROXY STATEMENT | | | | |
The Audit Committee reviews the performance and independence of the independent registered public accounting firm annually. During 2022, the Audit Committee continued to retain Deloitte & Touche LLP. If the Company’s shareholders 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. Representatives of Deloitte & Touche LLP will be present at the Annual Meeting, and they will have the opportunity to make a statement if they desire to do so. We also expect that they will be available to respond to appropriate questions.
EXECUTIVECOMPENSATIONMATTERS
| | | | | | | | | | | | | | | | | | | | | | As described above in the section titled “Board Leadership and Risk Oversight”, as a publicly traded corporation registered with and licensed by multiple regulatory bodies and as required by the Mississippi Gaming Commission, Nevada Gaming Commission, and New Jersey Casino Control Commission, we maintain a Compliance Committee, which currently includes independent directors Messrs. Fahrenkopf and Pegram, and non-director members A.J. “Bud” Hicks (who serves as the chairperson and an independent member of the Compliance Committee), Anthony L. Carano, Stephanie Lepori and Jeffrey Hendricks (who serves as the Compliance Officer)
| | | | 63 |
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 or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein. The purpose of the Audit Committee is to oversee our accounting and financial reporting processes and our consolidated financial statements. The Board, in its business judgment, has determined that all members of the Audit Committee are “independent”, as required by applicable listing standards of Nasdaq and the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. The Audit Committee operates pursuant to an Audit Committee Charter that was originally adopted in September 2014 and most recently amended in April 2022. As set forth in the Audit Committee Charter, our management is responsible for the preparation, presentation and integrity of our consolidated financial statements and for the effectiveness of internal control over financial reporting. Management is responsible for maintaining our accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Our independent registered public accounting firm is responsible for auditing our consolidated financial statements and expressing an opinion as to their conformity with generally accepted accounting principles in the U.S. In addition, our independent registered public accounting firm expresses an opinion on the effectiveness of our internal controls over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes. As part of its responsibility to monitor and oversee our internal controls over financial reporting the Audit Committee received and reviewed periodic reports and updates from our management and our independent registered public accounting firm on our compliance with our obligations relating to documenting and testing its internal controls over financial reporting. The Audit Committee also discussed with management, and our independent registered public accounting firm, management’s assessment of the effectiveness of our internal controls over financial reporting, which was included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. In the performance of its oversight function, the Audit Committee has considered and discussed the audited financial statements with management and our independent registered public accounting firm. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 61, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T. The Audit Committee met with our independent registered public accounting firm, with and without management present, to discuss the results of their examinations. Finally, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the PCAOB regarding the independent registered public accounting firm’s communication with the Audit Committee concerning independence, including the PCAOB Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence, as currently in effect, and has discussed with the independent registered public accounting firm that firm’s independence. Our members of the Audit Committee are not full-time employees and are not performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee necessarily rely on the information provided to them by management and the independent registered public accounting firm. Accordingly, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of our consolidated financial statements has been carried out in accordance with the audit standards of the PCAOB, that the consolidated financial statements are presented in accordance with generally accepted accounting principles or that our independent registered public accounting firm is in fact “independent”. Mr. Edmund L. Quatmann, Jr. also serves as an ex-officio member of the Compliance Committee. Messrs. Fahrenkopf and Pegram each receive an annual cash retainer fee of $7,500 for service on the Compliance Committee, which is included in the table above. | | | | | | | | | | | | | | | | | | 202164
| | | | 2023 PROXY STATEMENT 53
PROPOSAL 4—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On July 17, 2020, the Audit Committee approved the engagement of Deloitte & Touche LLP (“Deloitte”), and dismissal of Ernst and Young LLP, as the Company’s independent registered public accounting firm effective following the completion of the review of the Company’s results of operations for the quarter ended June 30, 2020. Deloitte previously served as the independent registered public accounting firm of Former Caesars since 2002, and was engaged to serve as the independent registered public accounting firm for the combined company in connection with the Merger.
The Audit Committee reviews the performance and independence of the independent registered public accounting firm annually. If the Company’s shareholders do not ratify the appointment of Deloitte, 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 as our independent registered public accounting firm if it is determined that it is in the Company’s best interests to do so.
Representatives of Deloitte will be present at the Annual Meeting, and they will have the opportunity to make a statement if they desire to do so. We also expect that they will be available to respond to appropriate questions.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021.
54 CAESARS ENTERTAINMENT®
AUDIT-RELATED MATTERS
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 or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein.
The purpose of the Audit Committee is to oversee our accounting and financial reporting processes and our consolidated financial statements. The Board of Directors, in its business judgment, has determined that all members of the Audit Committee are “independent,” as required by applicable listing standards of NASDAQ and the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. The Audit Committee operates pursuant to an Audit Committee Charter that was adopted in July 2020. As set forth in the Audit Committee Charter, our management is responsible for the preparation, presentation and integrity of our consolidated financial statements and for the effectiveness of internal control over financial reporting. Management is responsible for maintaining our accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Our independent registered public accounting firm is responsible for auditing our consolidated financial statements and expressing an opinion as to their conformity with generally accepted accounting principles in the U.S. In addition, our independent registered public accounting firm expresses an opinion on the effectiveness of our internal controls over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.
As part of its responsibility to monitor and oversee our internal controls over financial reporting the Audit Committee received and reviewed periodic reports and updates from our management and our independent registered public accounting firm on our compliance with our obligations relating to documenting and testing its internal controls over financial reporting. The Audit Committee also discussed with management, and our independent registered public accounting firm, management’s assessment of the effectiveness of our internal controls over financial reporting, which was included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
In the performance of its oversight function, the Audit Committee has considered and discussed the audited financial statements with management and our independent registered public accounting firm. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 61, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T. The Audit Committee met with our independent registered public accounting firm, with and without management present, to discuss the results of their examinations. Finally, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the PCAOB regarding the independent registered public accounting firm’s communication with the Audit Committee concerning independence, including the PCAOB Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence, as currently in effect, and has discussed with the independent registered public accounting firm that firm’s independence.
Our members of the Audit Committee are not full-time employees and are not performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee necessarily rely on the information provided to them by management and the independent registered public accounting firm. Accordingly, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of our consolidated financial statements has been carried out in accordance with the audit standards of the PCAOB, that the consolidated financial statements are presented in accordance with generally accepted accounting principles or that our independent registered public accounting firm is in fact “independent.”
2021 PROXY STATEMENT 55
AUDIT-RELATEDMATTERS
Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Audit Committee Charter, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2020.
| | | | | David P. Tomick
Chair
| | Bonnie S. Biumi | | Courtney R. Mather |
POLICY ON AUDIT COMMITTEE PRE-APPROVAL
The Audit Committee’s charter provides for the pre-approval of audit and non-audit services performed by our independent registered public accounting firm(s). Under the charter, the Audit Committee may pre-approve specific services, including fee levels, by the independent registered public accounting firm(s) in a designated category (audit, audit-related, tax services and all other services). The Audit Committee may delegate, in writing, this authority to one or more of its members, provided that the member or members to whom such authority is delegated must report their decisions to the Audit Committee at its next scheduled meeting. All audit, tax and other services provided by Ernest & Young prior to the Merger and Deloitte were and are pre-approved by the Audit Committee.
FEES PAID TO AUDITORS
The following table summarizes the aggregate fees paid or accrued by the Company to Deloitte during 2020:
| | | | | | | 2020 ($) | | Audit Fees(1)
| | | 6,898,064 | | Audit-Related Fees(2)
| | | 860,000 | | Tax Fees(3)
| | | 319,799 | | All Other Fees
| | | — | | Total
| | | 8,077,863 | |
Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Audit Committee Charter, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2022. | | | | | David P. Tomick, Chair | | Bonnie S. Biumi | | Courtney R. Mather |
POLICY ON AUDIT COMMITTEE PRE-APPROVAL The Audit Committee’s charter provides for the pre-approval of audit and non-audit services performed by our independent registered public accounting firm(s). Under the charter, the Audit Committee may pre-approve specific services, including fee levels, by the independent registered public accounting firm(s) in a designated category (audit, audit-related, tax services and all other services). The Audit Committee may delegate, in writing, this authority to one or more of its members, provided that the member or members to whom such authority is delegated must report their decisions to the Audit Committee at its next scheduled meeting. All audit, tax and other services provided by Deloitte & Touche LLP were pre-approved by the Audit Committee. FEES PAID TO AUDITORS The following table summarizes the aggregate fees paid to Deloitte & Touche LLP or accrued by the Company during 2022 and 2021: | | | | | | | | | | | | 2022 ($) | | | 2021 ($) | | | | | Audit Fees(1) | | | 7,228,945 | | | | 9,992,360 | | | | | Audit-Related Fees(2) | | | 1,285,000 | | | | 1,121,000 | | | | | Tax Fees(3) | | | 220,213 | | | | 62,376 | | | | | All Other Fees | | | — | | | | — | | | | | Total(4) | | | 8,734,158 | | | | 11,175,736 | |
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; | • | | International audit fees and other non-recurring audits |
Sarbanes-Oxley Act, Section 404 attestation services; Reviews of the Company’s quarterly financial statements; Consents and other services related to SEC matters and debt offerings; and | • | | Related out-of-pocket expenses. |
For 2022 and 2021, audit fees included $325,000 and $440,000, respectively, for audit services requested by a third party for which the Company was fully reimbursed. | (2) | Audit-Related Fees include: |
Quarterly revenue and compliance audits performed at certain of our properties as required by state gaming regulations; Audits of employee benefit plans; Agreed-upon procedures engagements; and | • | | Related out-of-pocket expenses. | (3) | 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 review of IRC Section 163(j) modeling for state impact of the CARES Act;Tax Fees include:
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| ii. | Tax advice related to review of the COVID-19 Retention Credit under the CARES Act;
Tax advisory services performed analyzing and evaluating the tax impact of proposed transactions and general consulting services. |
| (4) | | iii. | Tax advice related to applicability of the Work Opportunity Tax Credit;
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| iv. | Tax advice related to research and development activities and expenditures related to IRC Section 41;Fees paid to our auditors are inclusive of approximately $7 million for the years ended December 31, 2022 and 2021, respectively, related to our recurring annual and interim reporting, including our required statutory audits. Additional audit fees incurred in 2022 and 2021 were attributable to a business acquisition, the disposal of certain international operations, and various nonrecurring standalone audits.
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| | | | 65
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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. | | | | | | | | | | | | | | | | | | 202166
| | | | 2023 PROXY STATEMENT 57 | | | | |
The Board believes that it is important to provide protection from certain liabilities that may discourage prospective or current officers and directors from serving the Company. In the absence of such protection, qualified directors and officers might be deterred from serving as directors and officers due to exposure to personal liability and the risk of incurring substantial expense in defending lawsuits, regardless of merit. Directors and officers must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of shareholder interests. The Company also expects that many public companies, including certain of the Company’s peers, will adopt exculpation clauses that limit the personal liability of officers in their certificates of incorporation and that failing to adopt the amendment to be included in the A&R Certificate of Incorporation could impact our recruitment and retention of exceptional officer candidates who conclude that the potential exposure to liabilities, costs of defense and other risks of proceedings exceed the benefits of serving as an officer of the Company. The Certificate of Incorporation currently provides for exculpation of directors but does not include a provision that allows for exculpation of officers. The amendment to include officer exculpation will more generally align the protections available to our officers with those currently available to our directors. For the foregoing reasons, the Board unanimously approved and has declared advisable an amendment to the Company’s Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law and recommends that the shareholders of the Company approve such amendment and the amendment and restatement of the Certificate of Incorporation to reflect such amendment. Proposed Article VI of the A&R Certificate of Incorporation would read as follows: “No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty by such director or officer as a director or officer, respectively, except for liability (i) for any breach of such director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, in the case of directors only, (iv) for any transaction from which such director or officer derived an improper personal benefit, or (v) for any action by or in the right of the Corporation, in the case of officers only. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. | | | | | | | | | | | | | | | | | | | | | | PROPOSAL 5—APPROVAL AND ADOPTION OF AN AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
| | | | On April 8, 2021, the Board approved and adopted an amendment (the “Common Stock Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, subject to approval and adoption by the Company’s shareholders. The Common Stock Amendment increases the total number of authorized shares of Common Stock from 300,000,000 shares to 500,000,000 shares. The Common Stock Amendment is set forth in relevant portion below: 67
“The Corporation is authorized to issue five hundred million (500,000,000) shares of Common Stock having a par value of $0.00001 per share (hereinafter referred to as “Common Stock”). Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the shareholders of the Corporation for their vote.”
The Board believes that the adoption of the Common Stock Amendment is in the best interests of the Company and its shareholders. The adoption of the Common Stock Amendment would provide the Company with the flexibility to issue shares for financing and other business purposes in the future, including acquisition and development of other gaming opportunities, establishing strategic relationships with other companies, stock dividends, present and future employee benefit programs and other corporate purposes. Unless further shareholder approval is required for a proposed issuance of additional shares of Common Stock by Nasdaq or other applicable rules and regulations, the additional shares may be issued without the delay and costs associated with holding a special meeting of shareholders to obtain approval. The Company has no current plans or proposals to use the newly authorized shares for acquisition transactions or development opportunities, equity financing, stock dividends, present and future employee benefit programs or other corporate purposes.
The additional shares of stock for which authorization is sought would be identical in all respects to the shares of our stock now authorized, having the same par value, voting rights and rights to dividends and other distributions. As a result, an increase in the number of authorized shares of common stock would not, in itself, have any effect on the rights of the holders of the Company’s Common Stock, and the relative rights and limitations of the holders of Common Stock would remain unchanged under the Common Stock Amendment. However, shareholders of the Company do not currently possess, nor upon the adoption of the proposed amendment will they acquire, preemptive rights entitling them, as a matter of right, to subscribe for the purchase of any shares, rights, warrants or other securities or obligations convertible into, or exchangeable for, securities of the Company. While the adoption of the Common Stock Amendment will not impact the rights of holders of currently outstanding shares of Common Stock, the issuance of additional shares of Common Stock in the future could have effects incidental to increasing the number of shares of Common Stock outstanding, such as dilution of earnings per share and voting rights of current holders of our Common Stock.
The additional shares of Common Stock that would become available for issuance if proposal is adopted could also be used by the Company to oppose a hostile takeover attempt or to delay or prevent changes in control or management of the Company. For example, without further shareholder approval, the Board could approve a strategic sale of shares of Common Stock in a private transaction to purchasers who would oppose a takeover or favor the current Board. Although this proposal to increase the authorized number of shares of Common Stock has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt (nor is the Board of Directors currently aware of any such attempts directed
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Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.” Other than the replacement of the existing Article VI with the proposed Article VI, the remainder of our Certificate of Incorporation will remain unchanged. If approved by the Company’s shareholders, the A&R Certificate of Incorporation will become effective upon filing with the Secretary of State of the State of Delaware. We currently plan to file the A&R Certificate of Incorporation promptly after the Annual Meeting if this proposal is approved by shareholders holding a majority of the voting power of the outstanding shares of our Common Stock as of the Record Date. | | | | | | | | | | | | | | | | | | 68 | | | | 2023 PROXY STATEMENT | | | | |
The Comptroller of the State of New York, as the trustee of the New York State Common Retirement Fund (the “Fund”) and the Administrative Head of the New York State and Local Retirement System, has informed us the Fund intends to solicit proxies at the Annual Meeting for the following proposal. The Fund has also advised us that collectively it beneficially owns 216,344 shares of our common stock, which constitute approximately 0.1% of our outstanding common stock as of April 17, 2023. The text of the proposal is the sole responsibility of the Fund and is set forth in italics below. The Board has evaluated the Fund’s proposal and has a statement in response to such shareholder proposal as set forth below. Resolved, that the shareholders of Caesars Entertainment, Inc. (“Caesars” or “Company”) hereby request that the Company provide a report, updated semiannually, disclosing the Company’s: | a. | 58 CAESARS ENTERTAINMENT®
Company), shareholders should be aware that approvalPolicies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the proposal could facilitate future efforts by the Company to detergeneral public, or prevent changes in control of the Company, including transactions in which the shareholders might otherwise receive a premium for their shares over then current market prices.
If this proposal is not approved by our shareholders, our financing alternatives and ability to pursue business opportunities integral to future growth and success, including new gaming acquisition and development opportunities and strategic relationships, may be limited by the lack of sufficient unissued and unreserved authorized shares of Common Stock. In addition, our future success depends upon our ability to attract, retain and motivate key employees, which could be adversely impacted if we do not have sufficient shares of authorized Common Stock available to provide equity incentive awards that are determined to be appropriate by the Compensation Committee.
The Common Stock Amendment will become effective upon the filing of the amendment with the Secretary of State of the State of Delaware. We currently plan to file the Common Stock Amendment promptly after the Annual Meeting and receipt of any required regulatory approvals if this proposal is approved by shareholders holding the majority of the voting power of the outstanding shares of our Common Stock as of the record date.
THE BOARD HAS UNANIMOUSLY APPROVED THE COMMON STOCK AMENDMENT AND UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL AND ADOPTION OF THE AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK .
2021 PROXY STATEMENT 59
PROPOSAL 6—APPROVAL AND ADOPTION OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFCATE OF INCORPORATION TO AUTHORIZE THE ISSUANCE OF PREFERED STOCK
On April 8, 2021, the Board approved and adopted an amendment (the “Blank Check Preferred Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, subject to approval and adoption by the Company’s shareholders, authorizing the issuance of 150,000,000 shares of preferred stock. The Restated Certificate of Incorporation does not currently authorize the issuance of shares of preferred stock. The Blank Check Preferred Amendment is set forth in relevant portion below:
“The Corporation is further authorized to issue 150,000,000 shares of Preferred Stock at a par value of $0.00001 per share. The Board of Directors is hereby expressly authorized to provide, out of the unissued shares of preferred stock, for one or more series of preferred stock and,segment thereof, with respect to each such series, to fixan election or referendum.
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| b. | Monetary and non-monetary contributions and expenditures (direct and indirect) used in the number of shares constituting such series and the designation of such series, the voting powers, if any,manner described in section 1 above, including: |
| i. | The identity of the shares of such series,recipient as well as the amount paid to each; and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, |
| ii. | The title(s) of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.” The term “blank check” is often used to refer to preferred stock, the creation and issuance of which is authorized by the shareholders in advance and the terms, rights and features of which are determined by the Board from time to time. The authorization of blank check preferred stock would permit the Board to create and issue preferred stock from time to time in one or more series. Subject to the Company’s Amended and Restated Certificate of Incorporation as amended from time to time, and the limitations prescribed by law or by the Nasdaq Stock Market, the Board of Directors would be expressly authorized, at its discretion, to adopt resolutions to issue preferred shares, to fix the number of shares and to change designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, terms of redemption, redemption prices, voting rights, conversion rights, and liquidation preferences of the shares constituting any series of preferred stock, in each case without any further action or vote by the shareholders. The Board would be required to make any determination to issue shares of preferred stock based on its judgment that doing so would beperson(s) in the best interests of the Company and its shareholders.
The issuance of shares of preferred stock could affect the relative rights of the Company’s shares of common stock. Depending upon the exact terms, limitations and relative rights and preferences, if any, of the shares of preferred stock as determined by the Board of Directors at the time of issuance, the holders of shares of preferred stock may be entitled dividends, a prior claim on funds availableresponsible for the payment of dividends, a fixed preferential payment in the event of liquidation and dissolution of the Company, redemption rights, rights to convert their shares of preferred stock into shares of common stock, and voting rights which would dilute the voting control of the Company by the holders of shares of common stock. Depending on the particular terms of any series of the preferred stock, holders thereof may have significant voting rights and the right to representation on the Board. In addition, the approval of the holders of shares of preferred stock, voting as a class or as a series, may be required for the taking of certain corporate actions, such as mergers.decision-making.
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The report shall be presented to the board of directors or relevant board committee and posted on the Company’s website within 12 months from the date of the annual meeting. This proposal does not encompass lobbying spending. Supporting Statement As long-term shareholders of Caesars, we support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates. A company’s reputation, value, and bottom line can be adversely impacted by political spending. The risk is especially serious when giving to trade associations, Super PACs, 527 committees, and “social welfare” organizations – groups that routinely pass money to or spend on behalf of candidates and political causes that a company might not otherwise wish to support. When the Conference Board released its 2021 “Under a Microscope” report it detailed these risks, and recommended the process suggested in this proposal. The organization also said, “a new era of stakeholder scrutiny, social media, and political polarization has propelled corporate political activity—and the risks that come with it—into the spotlight. Political activity can pose increasingly significant risks for companies, including the perception that political contributions—and other forms of activity—are at odds with core company values.” Publicly available records show Caesars has contributed at least $8 million in corporate funds since the 2010 election cycle. | | | | | | | | | | | | | | | | | | | | | | 60 CAESARS ENTERTAINMENT®
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This proposal asks Caesars to disclose all of its electoral spending, including payments to trade associations and other tax-exempt organizations which may be used for electoral purposes–and are otherwise not public. This would bring our Company in line with a growing number of leading companies, including MGM Resorts International, Las Vegas Sands Corp., and Marriott International Inc., which present this information on their websites. Without knowing the recipients of our company’s political dollars we cannot sufficiently assess whether our company’s election-related spending aligns or conflicts with its policies on climate change and sustainability, or other areas of concern. We urge your support for this critical governance reform. Statement from the Board of Directors in Opposition to the Shareholder Proposal The Board unanimously recommends a vote AGAINST the foregoing proposal. The Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders. While we share the proponents’ interest in transparency and accountability in corporate electoral spending, the Board believes that legal requirements relating to disclosure of political contributions together with the Company’s existing policies and practices provide appropriate oversight and accountability and achieve the objectives of this proposal. Although our corporate political contributions serve an important corporate purpose, such contributions represent only a small fraction of our total expenses (less than 0.03% in the year ended December 31, 2022). Political contributions, where permitted, are an important part of the regulatory and legislative process in the United States. The Company operates within a highly-regulated industry, and our operations and development and expansion opportunities may be significantly affected by the actions of elected and appointed officials at the local, state and national levels. It is important that we actively participate in the electoral and legislative processes in order to further the business objectives and interests of the Company and protect the interests of our shareholders. We do this by contributing prudently (and in compliance with existing disclosure laws) to state and local candidates, political organizations and/or trade associations when we determine that such contributions may advance the Company’s business objectives and the interests of our shareholders. We believe that recipients of political contributions take positions and address issues of importance to the Company in a thoughtful manner, and the associations in which we participate take positions and address policy issues in a collective industry manner and often advance positions consistent with Company interests. However, participating in the political process and being a member of various trade associations come with the understanding that we may not always agree with all of the positions of the recipients we support, the organizations in which we participate or the other members of those organizations. While we acknowledge that some of these associations represent a diverse base of companies and industries with interests and policies that at times may not align with our own, we nevertheless believe that participating in these associations is beneficial to advancing our policies and the interests of our shareholders. Additional information related to our public policy engagement efforts is publicly available in the “Corporate Social Responsibility” section of our website located at https://www.caesars.com/corporate-social-responsibility. Our Code of Ethics and Business Conduct also contains requirements that apply to the political campaign contribution process. Those requirements are publicly available on the “Governance” page of our website located at https://investor.caesars.com/corporate-governance, under “Other Governance Documents”. Political contributions are subject to extensive regulation under federal and state laws. The Company strives to comply with all applicable laws when engaging in any type of lobbying or political activity, including laws requiring public disclosure of political contributions and lobbying expenses to state and federal agencies. Significant information about our political contributions is already publicly available. Additionally, in accordance with federal law, the Company does not use corporate funds to directly contribute or provide anything of value to candidates seeking federal elected office. Separate from federal requirements, the Company is also subject to state-specific regulatory requirements that influence the Company and corporate governance requirements unique to the gaming industry. Certain states prohibit the Company and licensed individuals from making contributions in those respective jurisdictions. Additionally, the Company’s Compliance Committee reviews all political contributions made by the Company on a quarterly basis and the Company’s Compliance Officer reports any actual or claimed violations of any federal or state campaign finance or election laws to the Compliance Committee. The Company’s management also | | | | | | | | | | | | | | | | | | The adoption of the Blank Check Preferred Amendment would provide the Company with the flexibility to issue shares for financing and other business purposes in the future, including:70
| | | | 2023 PROXY STATEMENT acquisition and development of other gaming opportunities,
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regularly discusses regulatory issues, public policy and political activities with our full Board. Given the importance of regulatory requirements to the gaming industry and our business, our Board will continue to exercise oversight with respect to these matters. We believe that most (if not all) of our competitors also make political contributions. While certain of our competitors have elected to disclose information beyond disclosure required by applicable legal requirements, other competitors disclose only information that is required pursuant to applicable law. If the Company were required to expand its disclosures of political contributions and expenditures beyond those required by applicable law and our competitors elect not to make similar disclosures, the Company could be at a competitive disadvantage. Such additional disclosures could benefit our competitors while harming the interests of the Company and our shareholders by revealing our strategies and priorities. For these reasons, among others, we believe that the Company should not be required to provide disclosure of political contributions and expenditures made with corporate funds beyond the requirements of applicable law. | | | | | | | | | | | | | | | | | | | | | | establishing strategic relationships with
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The Comptroller of the City of New York, as the custodian and trustee of the New York City Employees’ Retirement System, the New York City Teachers’ Retirement Systems and the New York City Board of Education Retirement System (collectively the “New York Retirement Systems”), has informed us the New York Retirement Systems intend to solicit proxies at the Annual Meeting for the following proposal. The New York Retirement Systems have also advised us that they collectively beneficially own 230,857 shares of our common stock, which constitute approximately 0.1% of our outstanding common stock as of April 17, 2023. The text of the proposal is the sole responsibility of the New York Retirement Systems and is set forth in italics below. The Board has evaluated the New York Retirement Systems’ proposal and has a statement in response to such shareholder proposal as set forth below. RESOLVED: Shareholders of Caesars Entertainment, Inc. (“Caesars”) request that its Board of Directors (the “Board”) disclose in its annual proxy statement each director/nominee’s self-identified gender and race/ethnicity, as well as the skills and attributes that are most relevant in light of Caesars’ overall business, long-term strategy, and risks. The requested information shall be presented in matrix format and shall not include any attributes the Board identifies as minimum qualifications for all director candidates (the “Board Matrix”). Supporting Statement Investors believe that a diverse board – in terms of relevant skills, gender, and race/ethnicity – is an indicator of a well-functioning board. Among other benefits, diverse boards can better manage risk by avoiding groupthink. Caesars’ Board sets the tone from the top, and the disclosure of a Board Matrix would signal to your employees, customers, suppliers, and investors that the directors themselves value diversity and inclusion in the boardroom. Many institutional investors prioritize board diversity in their proxy voting guidelines and engagement initiatives. Significant time and resources must be spent by investors to ascertain director information from ambiguous, and aggregate company disclosures or they must rely on data providers, which also draws from the same, imprecise sources. Even when photographs are provided, investors and data providers may be unable to appropriately determine the race or ethnicity of directors. As a result, it can be unnecessarily challenging for investors to fulfill their fiduciary duties and vote according to their own proxy voting guidelines. Moreover, in its 2022 proxy statement, Caesars provides no particularized data with respect to how its directors’ individual qualifications fit together to effectively fulfill the Board’s oversight responsibilities. Nor is each director’s self-identified race/ethnicity explicitly disclosed. A Board Matrix would enable investors to make better informed proxy voting decisions by providing them with consistent, comparable and accurate data concerning Caesars’ directors in a structured and decision-useful format. Such information would enable investors to: (1) assess how well-suited individual director nominees are for Caesars in light of its long-term business strategy and risks, including the overall mix of director attributes and skills; (2) identify any gaps in skills or attributes; and (3) make meaningful, year-over-year comparisons of the Board’s composition; and (4) ascertain the self-identified gender, race/ethnicity, skills and attributes of any particular director who has assumed leadership roles on the board/committees, as well as his/her/their tenure. The proposal neither prevents nor discourages Caesars from disclosing any other data or information that the Board believes is relevant. Other leading companies, such as Goldman Sachs, Intel, 3M and Host Hotels & Resorts have published a Board Matrix with individualized director data in a decision-useful format. These matrices use EEO-I categories for disclosing the diversity of individual directors, which allows for consistent and comparable data. We urge shareholders to vote FOR this proposal. | | | | | | | | | | | | | | | | | | 72 | | | | 2023 PROXY STATEMENT | | | | |
Statement from the Board of Directors in Opposition to the Shareholder Proposal The Board unanimously recommends a vote AGAINST the foregoing proposal. The Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders. The Board agrees that a diversity of skills and attributes is a key quality of a well-functioning board and is important for shareholders. Diverse Board skills and attributes ensure appropriate Board oversight. As such, the Company provides detailed information regarding the Board in its proxy statement and on its website. In addition, diversity of experiences and backgrounds are important considerations in identifying and assessing Board candidates. The success of the Board’s refreshment program is clearly evident in the results. Three of the last eight most recently elected independent directors were women or racial ethnic minorities. Since the consummation of the Merger, the Board has received significant shareholder support in annual elections, with votes on average ranging from 96.59% from the 2021 annual meeting to 98.80% from the 2022 annual meeting for the candidates recommended for election by the Board. The Company supplemented this year’s proxy statement with several enhancements, including an updated matrix that is intended to be more user-friendly and combines factors such as skills, tenure, age and diversity into a single matrix. This is in addition to the data previously disclosed, including lists of the qualifications and competencies sought by the Board and reasons those qualifications and competencies are important. Additionally, the Board has considered diversity consistently as it engages in candidate searches. The imposition of a prescriptive matrix by individual director can promote a check-the-box approach to refreshment, thus increasing the risk of bypassing well-qualified candidates, and may lead shareholders to incorrectly believe that only a subset of directors contribute to particular decisions or represent the Board on particular matters. Instead, the Board acts as a collective body, representing the interests of all shareholders. While individual directors leverage their experience and knowledge, Board decisions and perspectives reflect the collective wisdom of the group. The breadth of our disclosures, including the enhancements mentioned above, emphasize the collective strength of our Board and meaningfully address the proposal. 
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| | | | 73 present and future employee benefit programs.
Unless further shareholder approval is required for a proposed issuance of additional shares of Preferred Stock by Nasdaq or other applicable rules and regulations, the additional shares may be issued without the delay and costs associated with holding a special meeting of shareholders to obtain approval. The Board has no immediate plans, understandings, agreements or commitments to issue any preferred stock or, except in the case of existing equity compensation plans, to issue additional shares of common stock.
While shares of preferred stock may also be used as a tool to oppose unwelcome takeover attempts, including through adoption of a rights plan or a “poison pill”, this proposal to authorize preferred stock has been prompted by business and financial considerations. We are not currently aware of any such acquisition attempts directed at the Company and we have no intention of utilizing the preferred stock as a takeover defense. In addition, our Bylaws require that any rights plan approved by the Board of Directors, whether or not it involves the issuance of preferred stock, also be approved by our shareholders.
If this proposal is not approved by our shareholders, our financing alternatives and ability to pursue business opportunities integral to future growth and success, including new gaming acquisition and development opportunities and strategic relationships, may be limited or may be more expensive because we do not have the flexibility provided by preferred equity financing structures.
The Blank Check Preferred Amendment will become effective upon the filing of the amendment with the Secretary of State of the State of Delaware. We currently plan to file the Blank Check Preferred Amendment promptly after the Annual Meeting and receipt of any required regulatory approvals if this proposal is approved by shareholders holding the majority of the voting power of the outstanding shares of our Common Stock as of the record date.
THE BOARD HAS UNANIMOUSLY APPROVED THE AUTHORIZATION OF THE BLANK CHECK PREFERRED AMENDMENT AND UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL AND ADOPTION OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK.
2021 PROXY STATEMENT 61
OTHER INFORMATION
OTHER BUSINESS
Management is not aware at this date that any other business matters will come before the meeting. If, however, any other matters should properly come before the meeting, it is the intention of the persons named in the proxy to vote thereon in accordance with their judgment. The persons named in the proxy card will vote in accordance with the recommendation of the Board on any other matters incidental to the conduct of, or otherwise properly brought before, the annual meeting. The proxy card contains discretionary authority for them to do so.
NOTICE REGARDING ABANDONED PROPERTY LAW OF NEW YORK STATE
We have been informed by our transfer agent, Continental Stock Transfer & Trust Company (the “Transfer Agent”), that New York State now requires the Company’s Transfer Agent to report and escheat all shares held by our record shareholders if there has been no written communication received from the shareholder for a period of five years. This regulation pertains specifically to corporate issuers who do not pay dividends and their shareholders with New York, foreign or unknown addresses. The law mandates escheatment of shares even though the certificates are not in the Transfer Agent’s possession, and even though the shareholder’s address of record is apparently correct.
The Transfer Agent has advised us that the law requires the Transfer Agent to search its records as of June 30 each year in order to determine those New York resident shareholders from whom it has had no written communication within the past five years. Written communication would include transfer activity, voted proxies, address changes or other miscellaneous written inquiries. For those shareholders who have not contacted the Transfer Agent in over five years, a first-class letter must be sent notifying them that their shares will be escheated in November if they do not contact the Transfer Agent in writing prior thereto. All written responses will be entered in the Transfer Agent’s files, but those who do not respond will have their shares escheated. Shareholders will be able to apply to New York State for the return of their shares.
Accordingly, shareholders that may be subject to New York’s Abandoned Property Law should make their inquiries and otherwise communicate, with respect to us, in writing. Shareholders should contact their attorneys with any questions they may have regarding this matter.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTION POLICY
APPROVAL OF RELATED PARTY TRANSACTIONS
Our Code of Ethics and Business Conduct (the “Code”) requires that any proposed transaction between us and a related party, or in which a related party would have a direct or indirect material interest, be promptly disclosed to our Compliance Committee. The Compliance Committee is required to disclose such proposed transactions promptly to our Audit Committee.
Our Audit Committee Charter and the Code requires our Audit Committee to review and approve all of our related party transactions. Any director having an interest in the transaction is not permitted to vote on such transaction. The Audit Committee will determine whether or not to approve any such transaction on a case-by-case basis
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OTHER BUSINESS Management is not aware at this date that any other business matters will come before the meeting. If, however, any other matters should properly come before the meeting, it is the intention of the persons named in the proxy to vote thereon in accordance with their judgment. The persons named in the proxy card will vote in accordance with the recommendation of the Board on any other matters incidental to the conduct of, or otherwise properly brought before, the Annual Meeting. The proxy card contains discretionary authority for them to do so. NOTICE REGARDING ABANDONED PROPERTY LAW OF NEW YORK STATE We have been informed by our transfer agent, Continental Stock Transfer & Trust Company (the “Transfer Agent”), that New York State now requires the Company’s Transfer Agent to report and escheat all shares held by our record shareholders if there has been no written communication received from the shareholder for a period of five years. This regulation pertains specifically to corporate issuers who do not pay dividends and their shareholders with New York, foreign or unknown addresses. The law mandates escheatment of shares even though the certificates are not in the Transfer Agent’s possession, and even though the shareholder’s address of record is apparently correct. The Transfer Agent has advised us that the law requires the Transfer Agent to search its records as of June 30 each year in order to determine those New York resident shareholders from whom it has had no written communication within the past five years. Written communication would include transfer activity, voted proxies, address changes or other miscellaneous written inquiries. For those shareholders who have not contacted the Transfer Agent in over five years, a first-class letter must be sent notifying them that their shares will be escheated in November if they do not contact the Transfer Agent in writing prior thereto. All written responses will be entered in the Transfer Agent’s files, but those who do not respond will have their shares escheated. Shareholders will be able to apply to New York State for the return of their shares. Accordingly, shareholders that may be subject to New York’s Abandoned Property Law should make their inquiries and otherwise communicate, with respect to us, in writing. Shareholders should contact their attorneys with any questions they may have regarding this matter. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTION POLICY APPROVAL OF RELATED PARTY TRANSACTIONS The Code requires that any proposed transaction between us and a related party, or in which a related party would have a direct or indirect material interest, be promptly disclosed to our Compliance Committee. The Compliance Committee is required to disclose such proposed transactions promptly to our Audit Committee. Our Audit Committee Charter and the Code require our Audit Committee to review and approve all of our related party transactions. Any director having an interest in the transaction is not permitted to vote on such transaction. The Audit Committee will determine whether or not to approve any such transaction on a case-by-case basis and in accordance with the provisions of the Audit Committee Charter and the Code, including the standards set forth in the Conflicts of Interest Policy contained in the Code. Under the Code, a “related party” is any of the following: a director (or director nominee); | | | | | | | | | | | | | | | | | | an executive officer of the Company;74
| | | | 2023 PROXY STATEMENT 62 CAESARS ENTERTAINMENT®
OTHERINFORMATION
an immediate family member of any executive officer or director;
a beneficial owner of five percent
| | | | |
an executive officer of the Company; an immediate family member of any executive officer or director; a beneficial owner of 5% or more of any class of our voting securities; an entity in which one of the above described persons has a substantial ownership interest or control of such entity; or | • | | any other person or entity that would be deemed to be a related person under Item 404 of SEC Regulation S-K or applicable NASDAQNasdaq rules and regulations. |
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. RELATED PARTY TRANSACTIONS LEASED PROPERTY RELATED PARTY TRANSACTIONS
LEASED PROPERTY
We own the entire parcel on which Eldorado Reno is located, except for approximately 30,000 square feet which is leased from C. S. & Y. Associates, which is an entity partially owned by Recreational Enterprises, Inc. (“REI”), which is owned by members of the Carano family, including Gary L. Carano, and various trusts of which members of the Carano family are beneficiaries. In addition, each of Gary L. Carano and Thomas R. Reeg serve as members of the board of directors of REI. The lease expires on June 30, 2057. Rent pursuant to the lease amounted to $606,000 in 2022 and is subject to periodic rent escalations through the term of the lease. | | | | | | | | | | | | | | | | | | | | | |
| | | | 75 |
COMPENSATION PAID TO FAMILY MEMBERS For the period beginning January 1, 2022 to April 1, 2023, family members who are related to Gary L. Carano and Thomas R. Reeg were paid compensation in connection with their positions as follows: | | | | | | | | | | | | | | | | | | | | | | | NAME | | RELATIONSHIP | | POSITION | | ENTITY | | CASH & OTHER
COMPENSATION
($)(1) | | | 2022
RSUs
($)(2) | | | 2023
RSUs
($)(3) | | | TOTAL ($) | | | | | | | | | | Glenn Carano | | Brother of
Gary L. Carano | | Vice President
of Player
Development | | Caesars
Entertainment Services | | | 370,253 | | | | — | | | | — | | | | 370,253 | | | | | | | | | | William Reeg | | Brother of
Thomas R. Reeg | | Senior Vice
President of Regional Operations | | Caesars
Entertainment Services | | | 818,189 | | | | 314,574 | | | | 417,498 | | | | 1,550,261 | | | | | | | | | | Shawn Clancy | | Brother-in-law of
Thomas R. Reeg | | Chief
Development Officer | | Caesars
Entertainment Services | | | 650,564 | | | | 173,815 | | | | 230,604 | | | | 1,054,983 | | | | | | | | | | Nina Carano | | Daughter of
Gary L. Carano | | Executive
Director of
Accounts | | Caesars
Entertainment Services | | | 276,354 | | | | 17,440 | | | | 22,694 | | | | 316,488 | | | | | | | | | | Katie Carano Miller | | Daughter of
Gary L. Carano | | Senior Vice
President, Communications and Government Relations | | Caesars
Entertainment Services | | | 675,162 | | | | 183,520 | | | | 243,497 | | | | 1,102,179 | | | | | | | | | | Gene Carano | | Brother of
Gary L. Carano | | Vice President
of Player
Development | | Caesars
Entertainment Services | | | 196,029 | | | | — | | | | — | | | | 196,029 | | | | | | | | | | Gregg Carano | | Brother of
Gary L. Carano | | Vice President
of Player
Development | | Caesars
Entertainment Services | | | 256,173 | | | | — | | | | — | | | | 256,173 | | | | | | | | | | Donald Carano II | | Nephew of
Gary L. Carano | | Director of
Community Relations | | Silver Legacy,
Eldorado Reno and Circus Circus Reno | | | 180,956 | | | | 17,440 | | | | 22,694 | | | | 221,090 | |
| (1) | Includes base salary, bonus amounts paid (if any) in respect of 2022 performance, 401(k) matching contributions, insurance premiums and, to the lease amounted to $0.6 million in 2020. As a result ofextent applicable, severance or certain other personal benefits. For Gregg Carano, “Other Compensation” for 2022 includes the impact of the COVID-19 pandemic on Eldorado Reno’s revenues due to the closure of the casino, an amendment was executed to defer rental payments for a portion of 2020, not to exceed three months, until 2021 and 2022. COMPENSATION PAID TO FAMILY MEMBERS
For the period beginning January 1, 2020 to April 12, 2021, family members who are related to Gary L. Carano and Thomas R. Reeg were paid compensation in connection with their positions as follows:
| | | | | | | | | | | | | | | | | | | | | | | NAME | | RELATIONSHIP | | POSITION | | ENTITY | | CASH &OTHER
COMPENSATION
($)(1) | | | 2020
RSUs
($)(2) | | | 2021
RSUs
($)(3) | | | TOTAL
($) | | Cindy Carano | | Sister of
Gary L. Carano | | Executive Director
of Community
Relations | | Silver Legacy, Eldorado Reno and Circus Circus Reno | | | 176,581 | | | | — | | | | 18,301 | | | | 194,882 | | | | | | | | | | | | | | | | | | | | | | | | | Glenn Carano | | Brother of
Gary L. Carano | | Senior Vice
President of
Regional
Operations and
GM of The Row | | Caesars Entertainment Services | | | 785,551 | | | | 1,025,046 | | | | 407,243 | | | | 2,217,840 | | | | | | | | | | | | | | | | | | | | | | | | | William Reeg | | Brother of
Thomas R. Reeg | | Senior Vice
President of
Regional
Operations | | Caesars Entertainment Services | | | 493,820 | | | | 678,258 | | | | 337,859 | | | | 1,509,937 | | | | | | | | | | | | | | | | | | | | | | | | | Shawn Clancy | | Brother-in-law of
Thomas R. Reeg | | Chief
Development
Officer | | Caesars Entertainment Services | | | 452,286 | | | | 582,384 | | | | 205,780 | | | | 1,240,450 | | | | | | | | | | | | | | | | | | | | | | | | | Nina Carano | | Daughter of
Gary L. Carano | | Director of
Corporate
Advertising | | Caesars Entertainment Services | | | 232,209 | | | | — | | | | 18,301 | | | | 250,510 | | | | | | | | | | | | | | | | | | | | | | | | | Katie Carano Miller | | Daughter of
Gary L. Carano | | Senior Vice
President,
Communications
and Government
Relations | | Caesars Entertainment Services | | | 305,599 | | | | 504,468 | | | | 189,898 | | | | 999,965 | | | | | | | | | | | | | | | | | | | | | | | | |
2021 PROXY STATEMENT 63
OTHERINFORMATION
| | | | | | | | | | | | | | | | | | | | | | | NAME | | RELATIONSHIP | | POSITION | | ENTITY | | CASH &OTHER
COMPENSATION
($)(1) | | | 2020
RSUs
($)(2) | | | 2021
RSUs
($)(3) | | | TOTAL
($) | | Gene Carano | | Brother of
Gary L. Carano | | Vice President of
Operations | | Caesars Entertainment Services | | | 229,447 | | | | — | | | | — | | | | 229,447 | | | | | | | | | | | | | | | | | | | | | | | | | Gregg Carano | | Brother of
Gary L. Carano | | Senior Vice
President of Food
and Beverage | | Caesars Entertainment Services | | | 289,622 | | | | — | | | | — | | | | 289,622 | | | | | | | | | | | | | | | | | | | | | | | | | Donald Carano II | | Nephew of
Gary L. Carano | | Director of Food
and Beverage | | Silver Legacy, Eldorado Reno and Circus Circus Reno | | | 138,019 | | | | — | | |
| 18,301
|
| | | 156,320 | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Includes base salary, bonus amounts paid in respect of 2020, 401(k) matching contributions, insurance premiums and certain reimbursement for outings with clients.
|
(2) | Represents aggregate grant date fair value of performance and time-based RSUs granted during 2020.
|
(3) | Represents aggregate grant date fair value of performance and time-based RSUs granted during 2021.
|
SECURITY OWNERSHIP
The following table provides certain information regarding the beneficial ownership of our outstanding capital stock based on public disclosures or otherwise knownaggregate incremental cost to the Company asassociated with Mr. Gregg Carano’s personal use of April 16, 2021:
Each person or group known to us to be the beneficial ownerCompany-owned aircraft (which was $59,986 for 2022). The cost 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 sharesCompany-owned aircraft is determined under the rulescalculated based on an estimate 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 subjectaggregate incremental cost to applicable community or marital property laws, the persons identified in the table possess 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 April 16, 2021 are deemed outstanding for the purpose of calculating the percentage of outstanding sharesCompany, consisting of the person holding these options, but are not deemed outstandingcost to the Company 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 is used primarily for the purpose of calculating the percentage of outstanding shares owned by any other person.
64 CAESARS ENTERTAINMENT®
OTHERINFORMATION
The percentage of class is based on 208,601,738 shares of our common stock outstanding as of April 16, 2021 (this number of outstanding shares doesbusiness travel, we do not include the Escrow Trust Shares (as defined below infixed costs that do not change based on usage, such as pilots’ salaries, depreciation of the section “Information About Votingpurchase costs of our aircraft and the Meeting—Whocost of maintenance not specifically related to trips.
|
| (2) | Represents aggregate grant date fair value of performance and time-based RSUs granted during 2022. |
| (3) | Represents aggregate grant date fair value of performance and time-based RSUs granted during 2023. |
| | | | | | | | | | | | | | | | | | 76 | | | | 2023 PROXY STATEMENT | | | | |
SECURITY OWNERSHIP 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 April 17, 2023, which is the Record Date: Each person or group known to us to be the beneficial owner of more than 5% of our capital stock. Each of our NEOs in the Summary Compensation Table. Each of our directors and director nominees; and All 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, the persons identified in the table possess sole voting and investment power with respect to all shares of common stock held by them. The percentage of class is based on 215,201,450 shares of our common stock outstanding as of the Record Date. Unless otherwise indicated, the address for each of the shareholders listed below is c/o 100 West Liberty Street, 12th Floor, Reno, Nevada, 89501. | | | | | | | | | NAME OF BENEFICIAL OWNER | | SHARES OF COMMON STOCK BENEFICIALLY OWNED (#) | | | PERCENTAGE OF CLASS (%) | | | | | >5% Shareholders | | | | | | | | | | | | The Vanguard Group, Inc.(1) | | | 22,779,060 | | | | 10.6% | | | | | FMR LLC(2) | | | 20,589,383 | | | | 9.6% | | | | | Capital Research Global Investors(3) | | | 20,900,743 | | | | 9.7% | | | | | BlackRock, Inc.(4) | | | 17,362,106 | | | | 8.1% | | | | | Janus Henderson Group plc(5) | | | 12,298,927 | | | | 5.7% | | | | | Directors and Nominees | | | | | | | | | | | | Bonnie Biumi(6) | | | 22,371 | | | | * | | | | | Jan Jones Blackhurst | | | 10,509 | | | | * | | | | | Gary L. Carano(7) | | | 314,915 | | | | * | | | | | Frank J. Fahrenkopf, Jr.(8) | | | 53,896 | | | | * | | | | | Don R. Kornstein(9) | | | 45,734 | | | | * | | | | | Courtney R. Mather(10) | | | 44,661 | | | | * | | | | | Michael E. Pegram(11) | | | 158,288 | | | | * | | | | | Thomas Reeg(12) | | | 328,270 | | | | * | | | | | David P. Tomick(13) | | | 69,791 | | | | * | | | | | Other Named Executive Officers | | | | | | | | | | | | Anthony L. Carano(14) | | | 139,267 | | | | * | | | | | Bret Yunker | | | 89,735 | | | | * | | | | | Edmund L. Quatmann, Jr. | | | 34,893 | | | | * | | | | | Stephanie Lepori | | | 41,910 | | | | * | | | | | All current directors and executive officers as a group (14 persons)(15) | | | 1,369,424 | | |
| *
|
|
| (1) | Information regarding the number of shares beneficially owned is Entitled to Vote?”)). Unless otherwise indicated,included herein in reliance on Schedule 13G/A as filed with the SEC on February 9, 2023. The address for each of the shareholders listed belowThe Vanguard Group, LLC is c/o 100 West Liberty Street, Suite 12th Floor, Reno, Nevada, 89501.Vanguard Blvd, Malvern, PA 19355. |
| | | | | | | | | | | | | | | | | | | | | |
| | | | 77 |
| | | | | | | | | NAMEOFBENEFICIALOWNER | | SHARESOF
COMMON
STOCK
BENEFICIALLY
OWNED
(#) | | | PERCENTAGE
OFCLASS
(%) | | >5% Shareholders | | | | | | | | | FMR LLC(1) | | | 26,532,689 | | | | 12.7193% | | BlackRock Inc.(2) | | | 26,743,390 | | | | 12.8203% | | The Vanguard Group, LLC(3) | | | 21,582,944 | | | | 10.3465% | | Capital Research Global Investors(4) | | | 12,209,449 | | | | 5.853% | | Capital World Investors(5) | | | 11,118,142 | | | | 5.3298% | | Non-Employee Directors | | | | | | | | | Bonnie S. Biumi(6) | | | 24,795 | | | | * | | Jan Jones Blackhurst | | | 2,933 | | | | * | | Frank J. Fahrenkopf(7) | | | 49,015 | | | | * | | Don R. Kornstein(8) | | | 28,262 | | | | * | | Courtney R. Mather(9) | | | 15,734 | | | | * | | Michael E. Pegram(10) | | | 130,712 | | | | * | | David P. Tomick(11) (12) | | | 61,115 | | | | * | | Named Executive Officers | | | | | | | | | Gary L. Carano(13) | | | 516,094 | | | | * | | Anthony L. Carano(14) | | | 46,336 | | | | * | | Thomas R. Reeg(15) | | | 140,625 | | | | * | | Stephanie Lepori | | | 35,242 | | | | * | | Bret Yunker | | | 36,874 | | | | * | | All current directors and executive officers as a group (14 persons)(16) | | | 1,147,664 | | | | * | |
| (2) | Information regarding the number of shares beneficially owned is included herein in reliance on Schedule 13G/A as filed with the SEC on February 9, 2023. The address of FMR LLC is 245 Summer Street, Boston, MA 02210. |
| (3) | (1) | Information regarding the number of shares beneficially owned is included herein in reliance on Schedule 13G/A as filed with the Securities and Exchange Commission on February 8, 2021. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.
|
(2) | Information regarding the number of shares beneficially owned is included herein in reliance on Schedule 13G/A as filed with the Securities and Exchange Commission on January 29, 2021. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
|
(3) | Information regarding the number of shares beneficially owned is included herein in reliance on Schedule 13G/A as filed with the Securities and Exchange Commission on April 12, 2021. The address of The Vanguard Group, LLC is 100 Vanguard Blvd, Malvern, PA 19355.
|
(4) | Information regarding the number of shares beneficially owned is included herein in reliance on Schedule 13G as filed with the Securities and Exchange Commission on February 16, 2021.Information regarding the number of shares beneficially owned is included herein in reliance on Schedule 13G as filed with the SEC on February 13, 2023. The address of Capital Research Global Investors is 333 South Hope Street, 55th Floor, Los Angeles, CA 90071.
|
(5) | Information regarding the number of shares beneficially owned is included herein in reliance on Schedule 13G as filed with the Securities and Exchange Commission on February 16, 2021. The address of Capital World Investors is 333 South Hope Street, 55th Floor, Los Angeles, CA 90071.
| (4) | Information regarding the number of shares beneficially owned is included herein in reliance on Schedule 13G/A as filed with the SEC on February 3, 2023. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. |
| (5) | Information regarding the number of shares beneficially owned is included herein in reliance on Schedule 13G as filed with the SEC on February 13, 2023. The address of Janus Henderson Group plc is 201 Bishopsgate, EC2M 3AE, United Kingdom. |
| (6) | Includes 4,612 deferred RSUs that are acquirable within 60 days. |
(7) | Consists of 46,082 deferred RSUs that are acquirable within 60 days.
| (7) | Includes 40,000 shares owned by Mr. Gary Carano’s wife, 20,000 shares indirectly owned through a trust, and 60,020 shares owned by Mr. Gary Carano subject to a pledge arrangement. In addition to the shares of our common stock reported in the table above, Gary L. Carano directly and indirectly through various trusts holds a 10.1% ownership interest in and is a member of the board of directors of REI. He does not hold voting power or dispositive power with respect to REI’s 8,604,325 shares of our common stock and he disclaims beneficial ownership of REI’s 8,604,325 shares of our common stock except to the extent of any pecuniary interest therein. Information regarding the number of shares beneficially owned is included herein in reliance on Schedule 13D as filed with the Securities and Exchange Commission on October 1, 2020. |
|
| (8) | (8) | Includes 6,500 shares held indirectly through a trust established for the benefit of children.
|
(9) | Mr. Mather has elected to defer his cash board fees into deferred stock units, pursuant to the Former Caesars’ legacy deferred compensation plan for outside directors. Includes 12,801 deferred stock units and 2,933Includes of 49,015 deferred RSUs that are acquirable within 60 days.
|
| (9) | 2021 PROXY STATEMENT 65Includes 6,500 shares held indirectly through a trust established for the benefit of children.
|
| (10) | (10) | Includes 44,403Mr. Mather has elected to defer his cash board fees into deferred stock units, pursuant to the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan. Includes 18,152 deferred phantom stock units and 10,509 deferred RSUs that are acquirable within 60 days.
|
| (11) | Includes 51,979 deferred RSUs that are acquirable within 60 days, |
| (12) | Represents shares of common stock owned directly by Mr. Reeg and 10,000 shares indirectly owned by Mr. Reeg through a trust. Mr. Reeg is a member of the board of directors of REI. Mr. Reeg does not have voting or dispositive power with respect to the shares of common stock held by REI and disclaims beneficial ownership of such shares of common stock. |
| (13) | Includes 41,470 deferred RSUs that are acquirable within 60 days, of which 30,000 deferred RSUs were transferred to a trust for the benefit of Mr. Tomick’s children. Also includes 5,800 shares owned by Mr. Tomick’s wife. |
| (14) | Includes 32,767 shares of common stock that are subject to a pledge arrangement. |
| (15) | Consists of the current members and nominees of our Board, our other NEOs and Mr. Jones. |
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 may be accessed electronically by means of the SEC’s Internet site at www.sec.gov. We are an electronic filer, and the SEC maintains an Internet site at 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. | | | | | | | | | | | | | | | | | | 78 | | | | 2023 PROXY STATEMENT | | | | |
 | WHAT IS THE PURPOSE OF THE ANNUAL MEETING, AND WHAT AM I VOTING ON? |
 | At the Annual Meeting you will be voting on the following proposals: |
| 1. | Proposal 1: To elect nine (9) director nominees to our Board, each to serve as a director until the 2024 annual meeting of shareholders, or until such director’s respective successor is duly elected and qualified or, if earlier, until such director’s death, resignation or removal. This year’s Board nominees are: |
(11) | Includes 41,470 deferred RSUs that are acquirable within 60 days. Also includes 30,000 deferred RSUs transferred to a trust for the benefit of Mr. Tomick’s children.
|
(12) | Includes 4,700 shares owned by Mr. Tomick’s wife.
|
(13) | Represents shares of common stock owned directly by Mr. Gary L. Carano and indirectly by Mr. Gary L. Carano through the Gary L. Carano S Corporation Trust and includes 257,200 shares of common stock that are subject to a pledge arrangement. In addition to the shares of our common stock reported in the table above, Gary L. Carano directly and indirectly through various trusts holds a 10.1% ownership interest in, and is a member of the board of directors of, REI, which was a greater than 5% shareholder during 2020. He does not hold voting power or dispositive power with respect to REI’s 8,604,325 shares of our common stock and he disclaims beneficial ownership of REI’s 8,604,325 shares of our common stock except to the extent of any pecuniary interest therein. Information regarding the number of shares beneficially owned is included herein in reliance on Schedule 13D as filed with the Securities and Exchange Commission on October 1, 2020.
|
(14) | Includes 31,677 shares of common stock that are subject to a pledge arrangement.
|
(15) | Includes 80,158 shares of common stock that are subject to a pledge arrangement. Mr. Reeg is a member of the board of directors of REI. Mr. Reeg does not have voting or dispositive power with respect to the shares of common stock held by REI and disclaims beneficial ownership of such shares of common stock.
|
(16) | Includes any vested stock options or deferred RSUs that are acquirable within 60 days.
|
| 2. | WHERE TO FIND ADDITIONAL INFORMATIONProposal 2: To hold an advisory vote to approve Named Executive Officer compensation.
|
| 3. | We are subjectProposal 3: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
|
| 4. | Proposal 4: To approve and adopt an amendment to the informational requirementsCompany’s Certificate of Incorporation to limit the liability of certain officers and the amendment and restatement of the Exchange Act and in accordance therewith, we file annual, quarterly and current reports and other information withCompany’s Certificate of Incorporation to reflect such amendment. |
| 5. | Proposal 5: A shareholder proposal regarding Company political disclosures. |
| 6. | Proposal 6: A shareholder proposal regarding Board matrix. |
| WHAT ARE THE BOARD OF DIRECTORS’ VOTING RECOMMENDATIONS? |
| The Company’s Board recommends the SEC. This information may be accessed electronically by meansfollowing votes: |
| 1. | FOR each of the SEC’s Internet site at http://www.sec.gov. We aredirector nominees (Proposal 1). |
| 2. | FOR the approval, on an electronic filer,advisory, non-binding basis, of the compensation of the Company’s named executive officers (Proposal 2). |
| 3. | 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, 2023 (Proposal 3). |
| 4. | FOR the approval and adoption of the amendment to the Company’s Certificate of Incorporation to limit the liability of certain officers and the SEC maintains an Internet siteamendment and restatement of the Company’s Certificate of Incorporation to reflect such amendment (Proposal 4). |
| 5. | AGAINST the shareholder proposal regarding Company political disclosures (Proposal 5). |
| 6. | AGAINST the shareholder proposal regarding Board matrix (Proposal 6). |
| HOW CAN I ATTEND THE ANNUAL MEETING? |
| Our Annual Meeting will be held in-person 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 amendmentsEldorado Resort & Casino 345 North Virginia Street, Reno, Nevada 89501. You also will be able to those reports as soon as reasonably practicable after such material is electronically filed with or furnished tovote your shares in-person at the SEC. The information provided on or accessible through our website is not part of this Proxy Statement.Annual Meeting. |
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| | | | 79 |
| 66 CAESARS ENTERTAINMENT®CAN I ASK QUESTIONS DURING THE MEETING?
|
| Yes. To submit your questions in advance of the Annual Meeting, please log on to www.proxyvote.com |
| INFORMATION ABOUT VOTING AND THE MEETING
 | WHATISTHEPURPOSEOFTHEANNUALMEETING,ANDWHATAMIVOTINGON?
|
 | At the Annual Meeting you will be voting on the following proposals:
|
| 1. | To elect nine directors, each to serve until the 2022 annual meeting of the shareholders of the Company or until his or her respective successor is duly elected and qualified. This year’s Board of Directors nominees are:WHO IS ENTITLED TO VOTE?
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Gary L. Carano | As of the close of business on April 17, 2023, which is the “Record Date”, 215,201,450 shares of common stock were outstanding (excluding shares of Caesars common stock being held in escrow trust to satisfy unsecured claims pursuant to the Third Amended Joint Plan of Reorganization, filed with the U.S. Bankruptcy Court for the Northern District of Illinois in Chicago on January 13, 2017, at Docket No. 6318, which are not entitled to vote (the “Escrow Trust Shares”)). All record holders of Company common stock (other than the holder of the Escrow Trust Shares) are entitled to vote. Each share of common stock outstanding as of the Record Date is entitled to one vote. |
Bonnie S. Biumi
| Jan Jones Blackhurst
Frank J. Fahrenkopf
Don R. Kornstein
Courtney R. Mather
Michael E. Pegram
Thomas R. Reeg
David P. Tomick
| 2. | To hold an advisory vote to approve the compensation of the Company’s named executive officers.
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| 3. | To hold an advisory vote on the frequency of future advisory votes to approve compensation of the Company’s named executive officers.
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| 4. | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.
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| 5. | To approve and adopt an amendment to the Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock.
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| 6. | To approve and adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation to authorize the issuance of preferred stock.
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| WHATARETHEBOARDOFDIRECTORS’VOTINGRECOMMENDATIONS?
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| The Company’s Board of Directors recommends the following votes:
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| 1. | FOR each of the director nominees.
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| 2. | FORthe approval, on an advisory, non-binding basis, of the compensation of the Company’s named executive officers.
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| 3. | FOR, on a non-binding, advisory basis, the option of “every year” as the frequency of future advisory votes to approve compensation of the Company’s named executive officers.
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| 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, 2021.
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| 5. | FOR the approval and adoption of an amendment to the Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock.
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| 6. | FOR the approval and adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation to authorize the issuance of preferred stock.WHO MAY ATTEND THE ANNUAL MEETING?
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| 2021 PROXY STATEMENT 67
INFORMATIONABOUTVOTINGANDTHEMEETING
| HOWCANIATTENDTHEANNUALMEETING?
|
| Our Annual Meeting will be a “virtual meeting” of shareholders, which will be conducted exclusively online via audio webcast. You will be able to attend the virtual annual meeting of shareholders online by visiting http://www.virtualshareholdermeeting.com/CZR2021. You also will be able to vote your shares electronically at the virtual annual meeting.
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You will be able toShareholders of record as of the close of business on the Record Date, or their duly appointed proxies may attend the virtual annual meeting of shareholders online by visiting http://www.virtualshareholdermeeting.com/CZR2021. Utilizing the latest technology allows us to provide expanded access, improved communication and cost savings for our shareholders and the Company. We believe that hosting a virtual meeting will enable greater shareholder attendance and participation from any location around the world, particularly given the extenuating circumstance of the ongoing COVID-19 pandemic. Importantly, the virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting.
| CANIASKQUESTIONSDURINGTHEMEETING?
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| Yes. To submit your questions in advance of the Annual Meeting, please log on to www.proxyvote.com
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| WHOISENTITLEDTOVOTE?
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| As of the close of business on April 16, 2021, which is the “Record Date,” 208,601,738 shares of common stock were outstanding (excluding shares of Caesars common stock being held in escrow trust to satisfy unsecured claims pursuant to the Third Amended Joint Plan of Reorganization, filed with the U.S. Bankruptcy Court for the Northern District of Illinois in Chicago on January 13, 2017, at Docket No. 6318, which are not entitled to vote (the “Escrow Trust Shares”)). All record holders of Company common stock (other than the holder of the Escrow Trust Shares) are entitled to vote. Each share of common stock outstanding as of the Record Date is entitled to one vote.
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| WHOMAYATTENDTHEANNUALMEETING?
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| Shareholders of record as of the close of business on the Record Date, or their duly appointed proxies may attend the annual meeting.
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| WHOISSOLICITINGMYVOTE?
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| Our 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 D.F. King to assist it in soliciting proxies and has agreed to pay D.F. King approximately $15,000, plus reasonable expenses for these services.
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| HOWMANYSHARESMUST-BEPRESENTTOCONDUCTTHEANNUALMEETING?
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| A majority of the shares of our common stock entitled to vote at the Annual Meeting, represented in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Shares of our common stock represented in person or by proxy (including shares which abstain, broker non-votes and shares that are not voted with respect to one or more of the matters presented for shareholder approval) will be counted for purposes of determining whether a quorum is present at the Annual Meeting.
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| WHATISTHEVOTEREQUIREDTOELECTDIRECTORS?
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| Directors 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. Shareholders may vote FOR all or some of the nominees or shareholders may vote WITHHOLD with respect to one or more of the nominees. The affirmative vote of the holders of a plurality of the
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| 68 CAESARS ENTERTAINMENT®WHO IS SOLICITING MY VOTE?
INFORMATIONABOUTVOTINGANDTHEMEETING
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| Our 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 D.F. King to assist it in soliciting proxies and has agreed to pay D.F. King approximately $15,000, plus reasonable expenses for these services. |
| HOW MANY SHARES MUST-BE PRESENT TO CONDUCT THE ANNUAL MEETING? |
| A majority of the shares of our common stock entitled to vote at the Annual Meeting, represented in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Shares of our common stock represented in person or by proxy (including shares which abstain, broker non-votes and shares that are not voted with respect to one or more of the matters presented for shareholder approval) will be counted for purposes of determining whether a quorum is present at the Annual Meeting. |
| WHAT IS THE VOTE REQUIRED TO ELECT DIRECTORS? |
| Directors are elected by a majority 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. Shareholders may vote FOR all or some of the nominees or shareholders may vote WITHHOLD with respect to one or more of the nominees. The affirmative vote of the holders of a majority of the shares represented at the meeting in person or by proxy and entitled to vote thereon is required to elect a director. A vote to WITHHOLD will have the effect of a negative vote. Abstentions and broker non-votes will not affect the outcome of the election of directors, because they are not considered votes cast. |
| WHAT IS THE VOTE REQUIRED TO APPROVE THE OTHER PROPOSALS? |
| The vote required to approve Proposals 2, 3, 5 and 6 is as follows: |
| | shares represented at the meeting in person or by proxy and entitled to vote thereon is required to elect a director. A vote to WITHHOLD will have the effect of a negative vote. Abstentions and broker non-votes will not affect the outcome of the election of directors, because they are not considered votes cast. |
| WHATISTHEVOTEREQUIREDTOAPPROVETHEOTHERPROPOSALS?
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| The vote required to approve Proposals 2, 3, and 4 is as follows:
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The affirmative vote of a majority of the votes cast by shareholders present in person or by proxy at the annual meetingAnnual Meeting and entitled to vote at the annual meetingAnnual Meeting is required to (i) approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers (Proposal 2), (ii) vote, on a non-binding, advisory basis, for the option of “every year” as the frequency of future advisory votes to approve compensation of the Company’s named executive officers (Proposal 3), and (iii) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 20212023 (Proposal 4)3), (iii) approve the shareholder proposal regarding Company political disclosures (Proposal 5) and (iv) approve the shareholder proposal regarding Board matrix (Proposal 6). Abstentions and broker non-votes are not considered votes cast although they are counted toward determining whether or not there |
| | | | | | | | | | | | | | | | | | 80 | | | | 2023 PROXY STATEMENT | | | | |
| is a quorum. Accordingly, abstentions and broker non-votes will have no effect on Proposals 2, 3, and 4.5 or 6. Proposal 43 is a routine matter and brokers are entitled to exercise their voting discretion without receiving instructions from the beneficial owner of the shares, and therefore no broker non-votes are expected with respect to Proposal 4.3. |
The vote required to approve Proposal 4 is as follows: | | The vote required to approve Proposals 5 and 6 is as follows:
|
An affirmative vote of the majority of the voting power of the outstanding shares of our common stock as of the record dateRecord Date is required to (i) approve and adopt an amendment to the Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock (Proposal 5), and (ii) approve and adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation to authorizelimit the issuance preferred stockliability of certain officers and the amendment and restatement of the Company’s Certificate of Incorporation to reflect such amendment (Proposal 6)4). Abstentions and broker non-votes will have the same effect as a vote “against” Proposals 5 and 6. Proposal 5 is a routine matter and brokers are entitled to exercise their voting discretion without receiving instructions from the beneficial owner of the shares, and therefore no broker non-votes are expected with respect to Proposal 5.4. |
| Other matters may be voted on if they are properly brought before the Annual Meeting in accordance with our Bylaws. We know of no other matter to be presented at the meeting. If any other matter should be presented at the meeting upon which a vote properly may be taken, then the persons named as proxies will have discretion to vote on those matters according to their best judgment to the same extent as the person signing the proxy would be entitled to vote. At the date of this proxy statement,Proxy Statement, we do not anticipate that any other matters will be raised at the Annual Meeting. |
| | ISCUMULATIVEVOTINGPERMITTED?
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| No.
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| WHATIFIABSTAINFROMVOTING?
|
| 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. 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?”.
|
| WHATISA “BROKERNON-VOTE”?
|
| Under the stock exchange 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. Proposals 4 and 5 are routine matters and brokers are entitled to exercise their voting discretion without receiving instructions from the beneficial owner of the shares. Proposals 1, 2, 3 and 6 are non-routine matters and brokers are not entitled to exercise their voting discretion without receiving instructions from the beneficial owner of the shares. For theIS CUMULATIVE VOTING PERMITTED?
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| 2021No.
|
| WHAT IF I ABSTAIN FROM VOTING? |
| 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. 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?”. |
| WHAT IS A “BROKER NON-VOTE”? |
| Under the stock exchange 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. Routine matters include ratification of the selection of independent public accountants. Proposals 1, 2, 4, 5 and 6 are non-routine matters. As a result, if you do not instruct your bank, broker or other holder of record on how to vote your shares on Proposals 1, 2, 4, 5 and 6, then your shares may not be voted on these matters at the Annual Meeting. Accordingly, we urge you to give instructions to your bank, broker or other holder of record as to how you wish your shares to be voted so you may participate in the voting on these important matters. For the effect of broker non-votes 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?”. |
| WILL MY SHARES BE VOTED IF I DO NOT SIGN AND RETURN MY PROXY STATEMENT 69CARD OR VOTE BY TELEPHONE OR OVER THE INTERNET? |
|
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. 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 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 other nominees may exercise their voting discretion without receiving instructions from the beneficial owners of the shares. Each of Proposals 1, 2, 4, 5 and 6 is a non-routine matter and, therefore, your broker will not be able to vote your shares without your instructions. |
| | | | | | | | | | | | | | | | | | | | | | INFORMATIONABOUTVOTINGANDTHEMEETING
| | | | 81 |
| HOW DO I VOTE IF MY SHARES ARE REGISTERED DIRECTLY IN MY NAME? |
| We offer four methods for you to vote your shares: in advance by telephone, through the Internet, 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. You will need to enter the 16-digit control number received with your Proxy or Notice of Internet Availability of Proxy Materials to vote during the meeting. |
| HOW DO I VOTE MY SHARES IF THEY ARE HELD IN THE NAME OF MY BROKER (STREET NAME)? |
| If 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. |
| WHO WILL COUNT THE VOTE? |
| Broadridge Financial Solutions, Inc. has been engaged as our independent inspector of election to tabulate shareholder votes for the Annual Meeting. |
| CAN I CHANGE MY VOTE AFTER I RETURN OR SUBMIT MY PROXY? |
| 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 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. |
| MAY I VOTE AT THE ANNUAL MEETING? |
| If you are a registered holder and are permitted to attend the Annual 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. |
| | effect of broker non-votes 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?”. |
| WILLMYSHARESBEVOTEDIFIDONOTSIGNANDRETURNMYPROXYCARDORVOTEBYTELEPHONEOROVERTHEINTERNET?
|
| 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. 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 and Proposal 5 relating to the approval and adoption of an amendment to the Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock are deemed to be routine matters, 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, and 6 is a non-routine matter and, therefore, your broker will not be able to vote your shares without your instructions.
|
| HOWDOIVOTEIFMYSHARESAREREGISTEREDDIRECTLYINMYNAME?
|
| 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 virtual 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. You will need to enter the 16-digit control number received with your Proxy or Notice of Internet Availability of Proxy Materials to vote during the meeting.
|
| HOWDOIVOTEMYSHARESIFTHEYAREHELDINTHENAMEOFMYBROKER (STREETNAME)?
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| If 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.
|
| WHOWILLCOUNTTHEVOTE?
|
| Broadridge Financial Solutions, Inc. has been engaged as our independent inspector of election to tabulate shareholder votes for the 2021 annual meeting.
|
| CANICHANGEMYVOTEAFTERIRETURNORSUBMITMYPROXY?
|
| 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 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.
|
| MAYIVOTEATTHEANNUALMEETING?
|
| If 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,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.Annual Meeting. |
| WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING? |
| 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 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”. |
| WHERE CAN I FIND A LIST OF THE COMPANY’S SHAREHOLDERS? |
| A list of the Company’s shareholders is available at the Company’s corporate headquarters, located at 100 West Liberty Street, 12th Floor, Reno, NV 89501, during ordinary business hours, for 10 days prior to the Annual Meeting. |
| | | | | | | | | | | | | | | | | | 82 | | | | 2023 PROXY STATEMENT | | | | |
| 70 CAESARS ENTERTAINMENT®
INFORMATIONABOUTVOTINGWHEN ARE SHAREHOLDER PROPOSALS AND SHAREHOLDER NOMINATIONS DUE FOR THE 2024 ANNUAL MEETING
| WHERECANIFINDTHEVOTINGRESULTSOFTHEANNUALMEETING? OF SHAREHOLDERS?
|
| 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 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.”
| Under Rule 14a-8 of the Exchange Act, the Corporate Secretary must receive a shareholder proposal for consideration by our shareholders at the 2024 annual meeting of shareholders no later than December 30, 2023, in order for the proposal to be considered for inclusion in our proxy materials for the 2024 annual meeting of shareholders. To otherwise present a timely proposal or other business for consideration by our shareholders at the 2024 annual meeting of shareholders, pursuant to our current Bylaws, a shareholder’s written notice must be delivered to or mailed and received at our principal executive offices no earlier than the close of business on February 13, 2024 nor later than the close of business on March 14, 2024. 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 February 13, 2024 or later than the close of business on March 14, 2024, then your proposal will be untimely. |
In addition, a shareholder who intends to make a nomination of a candidate for election as director of the Company at the next Election Meeting shall, as required by our current Bylaws, deliver to our Secretary a notice not less than 60 days prior to the date of the next Election Meeting, setting forth (a) the name, age, business address and the residence address of each nominee proposed in such notice, (b) the principal occupation or employment of such nominee, (c) the number of shares of our capital stock which are beneficially owned by each such nominee, and (d) such other information concerning each such nominee as would be required, under the rules of the SEC, in a proxy statement soliciting proxies for the election of such nominees. Such notice shall include a signed consent of each such nominee to serve as a director of the corporation, if elected. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 14, 2024. 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. |
| | WHERECANIFINDALISTOFTHECOMPANY’SSHAREHOLDERS?
|
| A list of the Company’s shareholders is available at the Company’s corporate headquarters, located at 100 West Liberty Street, 12th Floor, Reno, NV, during ordinary business hours, for 10 days prior to the annual meeting.
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| WHENARESHAREHOLDERPROPOSALSANDSHAREHOLDERNOMINATIONSDUEFORTHE 2022ANNUALMEETING?
|
| Under Rule 14a-8 of the Exchange Act, the Corporate Secretary must receive a shareholder proposal no later than December 29, 2021 in order for the proposal to be considered for inclusion in our proxy materials for the 2022 annual meeting. To otherwise bring a proposal or nomination before the 2022 annual meeting, you must comply with our Bylaws. Currently, our by-laws require written notice to the Corporate Secretary between February 12, 2022 and March 14, 2022. 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 February 12, 2022 or after March 14, 2022, 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.
|
| HOWMANYCOPIESSHOULDIRECEIVEIFISHAREANADDRESSWITHANOTHERSHAREHOLDER?
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| We have adopted a procedure approved by the SEC called “householding”. Under this procedure, we are permitted to deliver a single copy of our Notice of Internet Availability of Proxy Materials and, as applicable, any additional proxy materials that are delivered until such time as one or more of these shareholders notifies us that they want to receive separate copies. Householding allows us to reduce our printing and postage costs and reduces the volume of duplicative information you receive. Shareholders of record sharing an address who are receiving multiple copies of our Notice of Internet Availability of Proxy Materials and wish to receive a single copy of such material in the future should submit their request by contacting Broadridge Financial Solutions by telephone at 1-866-540-7095 or sending a written request via mail to Broadridge Financial Solutions, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. If you are the beneficial owner, but not the record holder, of our shares and wish to receive only one copy of the Notice of Internet Availability of Proxy Materials in the future, you will need to contact your broker, bank or other nominee to request that only a single copy of such document be mailed to all shareholders at the shared address in the future.HOW MANY COPIES SHOULD I RECEIVE IF I SHARE AN ADDRESS WITH ANOTHER SHAREHOLDER?
|
| 2021 PROXY STATEMENT 71We have adopted a procedure approved by the SEC called “householding”. Under this procedure, we are permitted to deliver a single copy of our Notice of Internet Availability of Proxy Materials and, as applicable, any additional proxy materials that are delivered until such time as one or more of these shareholders notifies us that they want to receive separate copies. Householding allows us to reduce our printing and postage costs and reduces the volume of duplicative information you receive. Shareholders of record sharing an address who are receiving multiple copies of our Notice of Internet Availability of Proxy Materials and wish to receive a single copy of such material in the future should submit their request by contacting Broadridge Financial Solutions by telephone at 1-866-540-7095 or sending a written request via mail to Broadridge Financial Solutions, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. If you are the beneficial owner, but not the record holder, of our shares and wish to receive only one copy of the Notice of Internet Availability of Proxy Materials in the future, you will need to contact your broker, bank or other nominee to request that only a single copy of such document be mailed to all shareholders at the shared address in the future.
|
However, please note that if you want to receive a paper copy of the Proxy Card or vote instruction form or other proxy materials for purposes of the Annual Meeting, you should follow the instructions included in the Notice of Internet Availability of Proxy Materials that was sent to you.
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| | | | | | |  | | | CAESARS ENTERTAINMENT, INC. 100 WEST LIBERTY ST., 12TH FLOOR RENO, NV 89501 | | VOTE BY INTERNET Before The Meeting - Go towww.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date orAnnual Meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records. During The Meeting - Go to www.virtualshareholdermeeting.com/CZR2021
The Meeting will be exclusively online via audio webcast. You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
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 the day before the cut-off date orAnnual Meeting date. 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. | | |
| | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D50530-P53506
| | KEEP THIS PORTION FOR YOUR RECORDS | | | | | — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — |
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — DETACH AND RETURN THIS PORTION ONLY | | | THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | | | | | | | | | | | | | CAESARS ENTERTAINMENT, INC. | | For
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| | | | For All | | Withhold All | | For All Except | | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR the following: | | | | | | | | | | | | | | | | | | | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | 1. COMPANY PROPOSAL: ELECTION OF DIRECTORS | | | | | | | | | | | | | | | | | | Nominees | | | | | | | | | | | | | | | | | | | | | | 01) Gary L. Carano 02) Bonnie S. Biumi 03) Jan Jones Blackhurst 04) Frank J. Fahrenkopf 05) Don R. Kornstein | | | | | | 06) Courtney R. Mather 07) Michael E. Pegram 08) Thomas R. Reeg 09) David P. Tomick | | | | | | The Board of Directors recommends you vote FOR proposals 2, 3 and 4. | | | | For | | Against | | Abstain | | 2. COMPANY PROPOSAL: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | | | | ☐ | | ☐ | | ☐ | | 3. COMPANY PROPOSAL: RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2023. | | | | ☐ | | ☐ | | ☐ | | 4. COMPANY PROPOSAL: APPROVE AND ADOPT AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS AND THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S CERTIFICATE OF INCORPORATION TO REFLECT SUCH AMENDMENT. | | | Withhold
All
| For All
Except
| | | The Board of Directors recommends you vote FOR the following:
| | | | | | | | | 1. | | COMPANY PROPOSAL: Election of Directors | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | Nominees: | | | | | | | | | | | | | | | | | | | | 01) Gary L. Carano
| | 06) Courtney R. Mather
| | | | | | | | | | | 02) Bonnie S. Biumi
| | 07) Michael E. Pegram
| | | | | | | | | | | 03) Jan Jones Blackhurst
| | 08) Thomas R. Reeg
| | | | | | | | | 04) Frank J. Fahrenkopf
| | 09) David P. Tomick
| | | | | | | | | | | 05) Don R. Kornstein
| | | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR proposals 2, 4, 5 and 6 and for “every year” for proposal 3. | | For | | Against | | Abstain | | | | | | | | | 2. | | COMPANY PROPOSAL: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | | ☐ | | ☐ | | ☐ |
| | | | | | | | | | | | | | | | | | | | | | | | | | Every
year
| | The Board of Directors recommends you vote AGAINST proposals 5 and 6. | | | | For | | Against | | Abstain | | 5. SHAREHOLDER PROPOSAL: A SHAREHOLDER PROPOSAL REGARDING COMPANY POLITICAL DISCLOSURES. | | | Every
2 years | Every
3 years | | Abstain | | | | | | | | | | 3. | | COMPANY PROPOSAL: ADVISORY VOTE TO APPROVE THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION. | | ☐ | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | For | | Against | | Abstain | | | | | | | | | 4. | | COMPANY PROPOSAL: RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021. | | ☐ | | ☐ | | ☐ |
| | | | | | | | | | | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | | | | | | | | | | | | | | | | | | | |
6. SHAREHOLDER PROPOSAL: A SHAREHOLDER PROPOSAL REGARDING BOARD MATRIX. | | | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | For | | Against | | Abstain | | | | | | | | | 5. | | COMPANY PROPOSAL: TO APPROVE AND ADOPT AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK TO 500,000,000. | | ☐ | | ☐ | | ☐ | | | | | | | | | | For | | Against | | Abstain | | | | | | | | | 6. | | COMPANY PROPOSAL: TO APPROVE AND ADOPT AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE THE ISSUANCE OF 150,000,000 SHARES OF PREFERRED STOCK. | | ☐ | | ☐ | | ☐ | | | | | | | | NOTE: SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
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| | NOTE: SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. | | | | | | | | | | Please sign this WHITE proxy card exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | Signature (Joint Owners) | | Date | | | | | | | | | | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | |
| | | | | Signature (Joint Owners) | | Date | | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
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D50531-P53506
CAESARS ENTERTAINMENT, INC. Annual Meeting of Shareholders June 15, 2021,13, 2023, 9:00 AM Pacific Time This proxy is solicited by the Board of Directors | | | | | The shareholder(s) hereby appoint(s) Thomas R. Reeg, Anthony L. Carano, Bret D. Yunker and Edmund L. Quatmann, Jr.,
or any of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to
vote, as designated on the reverse side of this ballot, all of the shares of common stock of CAESARS ENTERTAINMENT,
INC. that the shareholders(s)shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 9:00 AM, Pacific
Time on June 15, 202113, 2023 at www.virtualshareholdermeeting.com/CZR2021,the Eldorado Resort & Casino, 345 North Virginia Street, Reno, NV 89501, and any adjournment
or postponement thereof. | | | | | This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this
proxy will be voted in accordance with the Board of Directors’ recommendations. FOR ALL of Caesars Entertainment, Inc.’s director nominees in Proposal 1;1, FOR Proposals 2, 3 and 4, and
AGAINST Proposals 5 and 6; and EVERY YEAR for Proposal 3.6. |  | | | | | | | Continued and to be signed on reverse side |
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The Board recommends that shareholders vote FOR each director nominee
The Board recommends that shareholders vote AGAINST the shareholder proposal regarding Company political disclosures
Maintain robust stock ownership guidelines for NEOs and directors
No 
No 
