UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 29, 2024 (January 26, 2024 )
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 26, 2024, Caesars Enterprise Services, LLC, a Delaware limited liability company (the “Company”), extended the term of employment for Chief Executive Officer Tom Reeg and the members of his executive team through January 1, 2027, with automatic one-year renewals thereafter.
The extension was implemented via an amendment to the amended and restated employment agreements with each of the following executives:
| Name | Position | |||||||
| Thomas R. Reeg | Chief Executive Officer | |||||||
| Anthony L. Carano | President and Chief Operating Officer | |||||||
| Bret Yunker | Chief Financial Officer | |||||||
| Edmund L. Quatmann, Jr. | Chief Legal Officer and Secretary | |||||||
| Stephanie Lepori | Chief Administrative and Accounting Officer | |||||||
| Josh Jones | Chief Marketing Officer | |||||||
Each executive is referred to herein as an “Executive” and, collectively the amendments to the amended and restated employment agreements are referred to herein as the “Amendments.” The Amendments became effective on January 26, 2024.
Pursuant to the Amendments, each Executive has agreed to extend the expiration date of their current employment term by two years (i.e., from January 1, 2025 to January 1, 2027). The Amendments continue to provide for automatic one-year renewals unless a notice of non-renewal is provided by either party at least three months before the scheduled renewal date.
As consideration for each Executive’s agreement to extend their employment term, on January 26, 2024, each Executive was granted a one-time sign-on equity award of restricted stock units (“RSUs”) in the following amounts: Mr. Reeg 70,126, Mr. A. Carano 82,509, Mr. Yunker 57,754, Mr. Quatmann 49,505, Ms. Lepori 14,750 and Mr. Jones 10,250. The RSUs will vest in equal one-third installments over the remaining three-year term of employment on each of the first three anniversaries of January 1, 2024, subject to the Executive’s continued service on each applicable vesting date. In the event each Executive’s employment terminates due to Executive’s resignation without “good reason” or by the Company for “cause” (as such terms are defined in the amended and restated employment agreements), prior to January 1, 2027, the Executive will forfeit the unvested portion of the sign-on RSU award. The sign-on RSU award will be subject to the terms, conditions and restrictions specified in the Company’s Amended & Restated 2015 Equity Incentive Plan and award agreement.
Additionally, the Amendments provide that any incentive-based compensation, or any other compensation paid to the Executive pursuant to their amended and restated employment agreement or any other agreement or arrangement with the Company and its subsidiaries or affiliates is subject to the Caesars Entertainment, Inc. Policy for Recovery of Erroneously Awarded Compensation, effective as of December 1, 2023, including any amendments thereto.
Effective as of January 1, 2024, the Amendments for the named executive officers provide for the following annual base salary, annual incentive bonus opportunity target as a percentage of base salary, and long-term incentive award as a percentage of base salary:
| 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% | 475% | ||||||||||||||||
| Anthony L. Carano | $ | 1,350,000 | 125% | 325% | ||||||||||||||||
| Bret Yunker | $ | 1,200,000 | 125% | 300% | ||||||||||||||||
| Edmund L. Quatmann, Jr. | $ | 800,000 | 100% | 250% | ||||||||||||||||
| Stephanie Lepori | $ | 725,000 | 100% | 250% | ||||||||||||||||
Except as expressly amended by the Amendments, the terms of the Executive’s amended and restated employment agreements will remain in full force and effect.
The foregoing description is not a complete description of the Amendments and is subject to, and is qualified in its entirety by reference to the full text of each Amendment, a copy of which will be filed as an exhibit to the Company’s annual report on Form 10-K for the period ended December 31, 2023.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CAESARS ENTERTAINMENT, INC. | ||||||||||||||
| Date: | January 29, 2024 | By: | /s/ Edmund L. Quatmann, Jr. | |||||||||||
Edmund L. Quatmann, Jr. | ||||||||||||||
Chief Legal Officer, Executive Vice President and Secretary | ||||||||||||||