--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-169019" form_type: "8-K" ticker: "CZR" cik: "0001590895" company_name: "Caesars Entertainment, Inc." filed_at: "2023-06-16T23:59:59+00:00" generated_at: "2026-06-13T22:41:53.498082+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Caesars shareholders approve officer exculpation charter amendment, elect directors ## Summary - Shareholders approved Proposal 4: limit officer liability via charter amendment; effective June 16, 2023. - All 9 director nominees elected at June 13 annual meeting; say-on-pay advisory vote passed. - Ratification of Deloitte & Touche as independent auditor for FY2023 approved with ~99.9% of votes. - Shareholder proposals on political disclosures and board matrix both defeated. - Amended and restated certificate of incorporation filed to reflect officer exculpation. ## SEC filing metadata - accession: 0001193125-23-169019 - form_type: 8-K - ticker: CZR - cik: 0001590895 - company_name: Caesars Entertainment, Inc. - filed_at: 2023-06-16T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1590895/000119312523169019/0001193125-23-169019-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1590895/000119312523169019/d522744d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-169019 - JSON: https://secwatch.observer/filing/0001193125-23-169019.json - Plain text: https://secwatch.observer/filing/0001193125-23-169019.txt ## Key facts - Governance Changes Caesars Entertainment, Inc.: Amended and restated certificate of incorporation to limit liability of certain officers as permitted by Delaware law (effective 2023-06-16). - Change: charter amendment - Effective: 2023-06-16 source text: On June 16, 2023, Caesars Entertainment, Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware. evidence_url: https://www.sec.gov/Archives/edgar/data/1590895/000119312523169019/0001193125-23-169019-index.htm - Shareholder Votes Caesars Entertainment, Inc. shareholders rejected Shareholder Proposal Regarding the Company’s Political Disclosures at the 2023-06-13 meeting. - Outcome: failed - Meeting: 2023-06-13 source text: Proposal 5: Consideration of a Shareholder Proposal Regarding the Company’s Political Disclosures The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows: For Against Abstain 75,292,623 104,060,715 5,770,940 Broker non-votes: 10,962,094 The foregoing Proposal 5 was not approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1590895/000119312523169019/0001193125-23-169019-index.htm - Shareholder Votes Caesars Entertainment, Inc. shareholders approved Election of Directors at the 2023-06-13 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-13 source text: Proposal 1: Election of Directors The shareholders elected the Company’s nominees to the Board of Directors of the Company (the “Board”). The nominees for election to the Board, the number and type of votes cast with respect to each nominee, as well as the number of broker non-votes with respect to each nominee, were as follows: Nominee Votes For Votes Withheld Gary L. Carano 181,857,488 3,266,790 Bonnie S. Biumi 184,049,419 1,074,859 Jan Jones Blackhurst 183,701,272 1,423,006 Frank J. Fahrenkopf 140,431,989 44,692,289 Don R. Kornstein 155,898,165 29,226,113 Courtney R. Mather 181,340,179 3,784,099 Michael E. Pegram 181,290,014 3,834,264 Thomas R. Reeg 183,915,770 1,208,508 David P. Tomick 163,283,785 21,840,493 Broker non-votes: 10,962,094 for each of Gary L. Carano, Bonnie S. Biumi, Jan Jones Blackhurst, Frank J. Fahrenkopf, Don R. Kornstein, Courtney R. Mather, Michael E. Pegram, Thomas R. Reeg and David P. Tomick evidence_url: https://www.sec.gov/Archives/edgar/data/1590895/000119312523169019/0001193125-23-169019-index.htm - Shareholder Votes Caesars Entertainment, Inc. shareholders approved Approval and Adoption of 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 at the 2023-06-13 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-13 source text: Proposal 4: Approval and Adoption of 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 The shareholders approved the proposal to amend 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. The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows: For Against Abstain 174,517,174 9,785,883 821,221 Broker non-votes: 10,962,094 evidence_url: https://www.sec.gov/Archives/edgar/data/1590895/000119312523169019/0001193125-23-169019-index.htm - Shareholder Votes Caesars Entertainment, Inc. shareholders rejected Shareholder Proposal Regarding the Company’s Board Matrix at the 2023-06-13 meeting. - Outcome: failed - Meeting: 2023-06-13 source text: Proposal 6: Consideration of a Shareholder Proposal Regarding the Company’s Board Matrix The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows: For Against Abstain 34,863,330 148,898,990 1,361,958 Broker non-votes: 10,962,094 The foregoing Proposal 6 was not approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1590895/000119312523169019/0001193125-23-169019-index.htm - Shareholder Votes Caesars Entertainment, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-06-13 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-13 source text: Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm The shareholders approved the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The number and type of votes cast with respect to the proposal were as follows: For Against Abstain 195,911,270 78,298 96,804 evidence_url: https://www.sec.gov/Archives/edgar/data/1590895/000119312523169019/0001193125-23-169019-index.htm - Shareholder Votes Caesars Entertainment, Inc. shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2023-06-13 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-13 source text: Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation The shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s Proxy Statement. The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows: For Against Abstain 144,468,851 40,537,088 118,339 Broker non-votes: 10,962,094 evidence_url: https://www.sec.gov/Archives/edgar/data/1590895/000119312523169019/0001193125-23-169019-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.