Caesars Entertainment Corporation
CAESARS ENTERTAINMENT Corp (Form: DEF 14A, Received: 04/21/2015 06:02:27)

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )
_____________________

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Definitive Proxy Statement
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Soliciting Material Pursuant to §240.14a-12
CAESARS ENTERTAINMENT CORPORATION
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
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One Caesars Palace Drive
Las Vegas, Nevada 89109

April 20, 2015

Dear Fellow Stockholders:

We cordially invite you to attend our 2015 Annual Meeting of Stockholders, which will be held on Wednesday, May 20, 2015, at 12:00 p.m. Pacific Time, in Florentine II at Caesars Palace, One Caesars Palace Drive, Las Vegas, Nevada.

At the meeting, we will vote on proposals to elect four directors, approve an amendment to our 2012 performance incentive plan and ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2015.

Whether or not you expect to attend the meeting, please promptly complete, sign, date and return the enclosed proxy card, or grant your proxy electronically over the Internet or by telephone, so that your shares will be represented at the meeting. If you do attend, you may vote in person even if you have sent in your proxy card.

We look forward to seeing you at the meeting.

                        
Sincerely,
Gary Loveman
Chairman of the Board,
Chief Executive Officer and President

            
                        

                        
                        
                        




One Caesars Palace Drive
Las Vegas, Nevada 89109
________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 20, 2015
_______________________

To the Stockholders of Caesars Entertainment Corporation:
Caesars Entertainment Corporation will hold its annual meeting of stockholders on May 20, 2015 at 12:00 p.m. Pacific Time in Florentine II at Caesars Palace, One Caesars Palace Drive, Las Vegas, Nevada for the following purposes:
 
 1.    To elect four nominees to serve as Class III directors of the Company, as recommended by the Nominating and Corporate Governance Committee of the Board of Directors, for three-year terms, with each director to serve until the 2018 annual meeting of the stockholders of the Company or until such director’s respective successor is duly elected and qualified;
2.    To approve an amendment to the Company's 2012 Performance Incentive Plan (the “2012 Plan”) to increase by 8,000,000 shares the number of shares of the Company's common stock, par value $0.01 per share, that may be issued under the 2012 Plan;
3.     To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015; and
4.    To transact such other business as may properly come before the meeting or any adjournment of the meeting.
Only stockholders that owned the Company’s common stock at the close of business on March 23, 2015 are entitled to notice of and may vote at this meeting or any adjournment of the meeting. A list of Caesars Entertainment Corporation stockholders of record will be available at the Company’s corporate headquarters located at One Caesars Palace Drive, Las Vegas, Nevada 89109, during ordinary business hours, for 10 days prior to the annual meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, TO ENSURE THE PRESENCE OF A QUORUM, PLEASE VOTE OVER THE INTERNET OR BY TELEPHONE AS INSTRUCTED IN THESE MATERIALS OR COMPLETE, DATE, AND SIGN A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.
 
By Order of the Board of Directors,
 
Scott E. Wiegand
Corporate Secretary
Las Vegas, Nevada
April 20, 2015




One Caesars Palace Drive
Las Vegas, Nevada 89109  
PROXY STATEMENT
 
  TABLE OF CONTENTS

  
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






One Caesars Palace Drive
Las Vegas, Nevada 89109
_____________________

Proxy Statement for Annual Meeting of Stockholders
to be held on May 20, 2015
_____________________

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON THURSDAY, MAY 20, 2015

The Company’s Proxy Statement (including sample proxy card) and 2014 Annual Report to Stockholders are available on our website at www.caesars.com.   Additionally, and in accordance with Securities and Exchange Commission rules, you may access our proxy materials, including the Company’s Proxy Statement and 2014 Annual Report to Stockholders, at https:// www.proxydocs.com/czr .


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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 2015
COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
 
Q:
WHEN WAS THIS PROXY STATEMENT FIRST MAILED OR MADE AVAILABLE TO STOCKHOLDERS?
A:    
This proxy statement was first mailed or made available to stockholders of Caesars Entertainment Corporation (“Caesars”, “CEC”, “we” or the “Company”) on or about April 20, 2015. Our 2014 Annual Report to Stockholders is being mailed and made available with this proxy statement. The annual report is not part of the proxy solicitation materials.
 
Q:
WHAT IS THE PURPOSE OF THE ANNUAL MEETING AND WHAT AM I VOTING ON?
A:         At the annual meeting you will be voting on the following proposals:
 
1.
The election of four directors to serve as Class III directors for three-year terms expiring in fiscal 2018. This year’s board nominees are:

Gary Loveman
David Bonderman
Marc Rowan
Christopher Williams

 2.
A proposal to approve an amendment to the Company’s 2012 Performance Incentive Plan (the “2012 Plan”) to increase by 8,000,000 shares the number of shares of the Company’s common stock, par value $0.01 per share, that may be issued under the 2012 Plan (the “Amendment”).

3.
A proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2015.
 
Q:
WHAT ARE THE BOARD’S VOTING RECOMMENDATIONS?
A:         The board of directors is soliciting this proxy and recommends the following votes:

  1.
FOR each of the director nominees.

  2.
FOR approval of the Amendment to the 2012 Plan.
  
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, 2015.

Q:
WHO MAY ATTEND THE ANNUAL MEETING?
A:     
Stockholders of record as of the close of business on March 23, 2015, which is the “Record Date,” or their duly appointed proxies, may attend the meeting. “Street name” holders (those whose shares are held through a broker or other nominee) must bring a copy of a brokerage statement reflecting their ownership of our common stock as of the record date . Space limitations may make it necessary to limit attendance to stockholders and valid picture identification is required . Cameras, recording devices, and other electronic devices are not permitted at the meeting. Registration will begin at 11:30 a.m., local time and the annual meeting will commence at 12:00 p.m. local time, in Florentine II at Caesars Palace, One Caesars Palace Drive, Las Vegas, Nevada. If you need assistance with directions to the annual meeting, please contact Jennifer Chen – Investor Relations at (702) 407-6407.
Q:
WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?
A:     
Only stockholders of record as of the close of business on the Record Date are entitled to receive notice of and participate in the annual meeting. Each outstanding share of common stock is entitled to one vote on each

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matter presented. As of the Record Date, Caesars had 144,680,524 shares of common stock outstanding. Any stockholder entitled to vote may vote either in person or by duly authorized proxy. Cumulative voting is not permitted with respect to the election of directors or any other matter to be considered at the annual meeting.

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

Q:
WHAT IS THE VOTE REQUIRED TO ELECT DIRECTORS?

A:
Directors are elected by a plurality of the votes cast in person or by proxy at the annual meeting and entitled to vote on the election of directors. “Plurality” means that the nominees receiving the greatest number of affirmative votes will be elected as directors, up to the number of directors to be chosen at the meeting. Broker non-votes will not affect the outcome of the election of directors because brokers do not have discretion to cast votes on this proposal without instruction from the beneficial owner of the shares.
Q:
WHAT IS THE VOTE REQUIRED TO APPROVE THE AMENDMENT TO THE 2012 PLAN?
A:
The approval of the Amendment to the 2012 Plan must receive the affirmative vote of a majority of the votes cast by stockholders present in person or by proxy at the annual meeting and entitled to vote at the annual meeting. Broker non-votes will not affect the outcome of the approval of the Amendment to the 2012 Plan because brokers do not have discretion to cast votes on this proposal without instruction from the beneficial owner of the shares.
Q:
WHAT IS THE VOTE REQUIRED TO APPROVE THE RATIFICATION OF DELOITTE & TOUCHE LLP?

A:
The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2015 must receive the affirmative vote of a majority of the votes cast by stockholders present in person or by proxy at the annual meeting and entitled to vote at the annual meeting. Because the vote standard is a majority of votes cast, broker non-votes will not affect the outcome of the approval of Deloitte & Touche LLP.


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Q:
WHAT IF I ABSTAIN FROM VOTING?
A:     
If you attend the meeting or send in your signed proxy card but abstain from voting, you will still be counted for purposes of determining whether a quorum exists. Abstentions will have no effect on the outcome of the vote on Proposals 1, 2 or 3 because abstentions do not represent votes cast for or against a director or with respect to Proposals 2 and 3.
 
Q:
WILL THERE BE OTHER MATTERS TO VOTE ON AT THIS ANNUAL MEETING?
A:     
We are not aware of any other matters that you will be asked to vote on at the annual meeting. Other matters may be voted on if they are properly brought before the annual meeting in accordance with our by-laws. If other matters are properly brought before the annual meeting, then the named proxies will vote the proxies they hold in their discretion on such matters.
For matters to be included in our proxy materials for the annual meeting, proposals must have been received by our Corporate Secretary no later than December 15, 2014. For matters to be properly brought before the annual meeting, we must have received written notice, together with specified information, not earlier than January 8, 2015 and not later than February 7, 2015. We did not receive notice of any properly brought matters by the deadlines for this year’s annual meeting.
Q:
WILL MY SHARES BE VOTED IF I DO NOT SIGN AND RETURN MY PROXY CARD OR VOTE BY TELEPHONE OR OVER THE INTERNET?
A:
If you are a registered stockholder and you do not sign and return your proxy card or vote by telephone or over the Internet, your shares will not be voted at the annual meeting. Questions concerning stock certificates and registered stockholders may be directed to Computershare, P.O. Box 30170, College Station, TX 77842-3170 or Computershare, 211 Quality Circle, Ste. 210, College Station, TX 77845 or by telephone at 800-962-4284. If your shares are held in street name and you do not issue instructions to your broker, your broker may vote shares at its discretion on routine matters, but may not vote your shares on non-routine matters. Under applicable stock market rules, Proposal 3 relating to the ratification of the appointment of the independent registered public accounting firm is deemed to be a routine matter and brokers and nominees may exercise their voting discretion without receiving instructions from the beneficial owners of the shares. Proposals 1 and 2 are non-routine matters and, therefore, may only be voted in accordance with instructions received from the beneficial owners of the shares.

Q:
HOW DO I VOTE IF MY SHARES ARE REGISTERED DIRECTLY IN MY NAME?
A:     
We offer four methods for you to vote your shares at the annual meeting. While we offer four methods, we encourage you to vote through the Internet or by telephone, as they are the most cost-effective methods. 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 may (i) vote in person at the annual meeting or (ii) authorize the persons named as proxies on the enclosed proxy card, Gary Loveman, Timothy Donovan and Scott Wiegand , to vote your shares by returning the enclosed proxy card by mail, through the Internet or by telephone.
 
By internet: Go to www.proxypush.com/CZR. Have your proxy card available when you access the website. You will need the control number from your proxy card to vote.
By telephone: Call (866) 416-3128 toll-free (in the United States, U.S. territories and Canada), on a touch-tone telephone. Have your proxy card available when you call. You will need the control number from your proxy card to vote.
By mail: Complete, sign and date the proxy card, and return it in the postage paid envelope provided with the proxy material.


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

Q:
WHO WILL COUNT THE VOTE?
A:     
Mediant Communications, LLC has been engaged as our independent inspector of election to tabulate stockholder votes for the 2015 annual meeting.
 
Q:
CAN I CHANGE MY VOTE AFTER I RETURN OR SUBMIT MY PROXY?
A:     
Yes. Even after you have submitted your proxy, you can revoke your proxy or change your vote at any time before the proxy is exercised by appointing a new proxy or by providing written notice to the Corporate Secretary or acting secretary of the meeting and by voting in person at the meeting. Presence at the annual meeting of a stockholder who has appointed a proxy does not in itself revoke a proxy.
 
Q:
MAY I VOTE AT THE ANNUAL MEETING?
A:     
If you complete a proxy card, or vote through the Internet or by telephone, then you may still vote in person at the annual meeting. To vote at the meeting, please give written notice that you would like to revoke your original proxy to the Corporate Secretary or acting secretary of the meeting.
If a broker, bank or other nominee holds your shares and you wish to vote in person at the annual meeting you must 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.
 
Q:
WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?
A:
We intend to announce preliminary voting results at the annual meeting and publish final results in a Current Report on Form 8-K that will be filed with the Securities and Exchange Commission (the “SEC”) following the annual meeting. All reports we file with the SEC are available when filed. Please see the question “Where to Find Additional Information” below.
Q:     
WHEN ARE STOCKHOLDER PROPOSALS AND STOCKHOLDER NOMINATIONS DUE FOR THE 2016 ANNUAL MEETING?
A:     
Under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Corporate Secretary must receive a stockholder proposal no later than December 22, 2015 in order for the proposal to be considered for inclusion in our proxy materials for the 2016 annual meeting. To otherwise bring a proposal or nomination before the 2016 annual meeting, you must comply with our by-laws. Currently, our by-laws require written notice to the Corporate Secretary between January 21, 2016 and February 20, 2016. The purpose of this requirement is to assure adequate notice of, and information regarding, any such matter as to which stockholder action may be sought. If we receive your notice before January 21, 2016 or after February 20, 2016, then your proposal or nomination will be untimely. In addition, your proposal or nomination must comply with the procedural provisions of our by-laws. If you do not comply with these procedural provisions, your proposal or nomination can be excluded. Should the board nevertheless choose to present your proposal, the named proxies will be able to vote on the proposal using their best judgment.
 
Q:
HOW MANY COPIES SHOULD I RECEIVE IF I SHARE AN ADDRESS WITH ANOTHER STOCKHOLDER?

A:
The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers may be householding our proxy materials by delivering a single

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proxy statement and annual report to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, or if you are receiving multiple copies of the proxy statement and annual report and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you are a stockholder of record. You can notify us by sending a written request to our Corporate Secretary at Caesars Entertainment Corporation, One Caesars Palace Drive, Las Vegas, Nevada 89109, or by calling the Corporate Secretary at (702) 407-6000. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the annual report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

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

A:
The Company and Caesars Acquisition Company (“CAC”) announced December 22, 2014 that they have entered into a definitive agreement to merge in an all-stock transaction. Pursuant to the terms of the merger agreement, and subject to the overall restructuring of CEOC (as defined below), regulatory approval and other closing conditions, each outstanding share of Caesars Acquisition class A common stock will be exchanged for 0.664 share of the Company’s common stock, subject to adjustments set forth in the merger agreement, which would result in the Company’s stockholders owning approximately 62% of the combined company on a fully-diluted basis and Caesars Acquisition stockholders owning approximately 38%. Affiliates of Apollo Global Management, LLC (together with such affiliates, “Apollo”) and affiliates of TPG Capital, LP (together with such affiliates, “TPG” and, together with Apollo, the “Sponsors”) beneficially own approximately 60.6% of the Company and 66.4% of CAC, and the combined Company will continue to be controlled by the Sponsors. Based on each of the company’s records, approximately 90% of the stockholders of the Company also own shares of Caesars Acquisition, and vice versa, implying significant overlap in the stockholders of the two companies. The merged company would conduct business as the Company and continue to trade on the NASDAQ under the ticker CZR. The proposed merger has no impact on this proxy statement.

Q:
HOW DOES CAESARS ENTERTAINMENT OPERATING COMPANY INC.’S VOLUNTARY CHAPTER 11 REORGANIZATION AFFECT THIS PROXY STATEMENT?
A:     
On January 15, 2015, Caesars Entertainment Operating Company, Inc. (“CEOC”), a subsidiary of the Company, and certain of its U.S. subsidiaries voluntarily filed for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Illinois in Chicago. The bankruptcy of CEOC has no impact on this proxy statement.

Q:
IS THERE OTHER BACKGROUND INFORMATION RELEVANT TO THIS PROXY STATEMENT?
A:     
Caesars completed its initial public offering (“IPO”) on February 8, 2012 and its common stock began trading on the NASDAQ Global Select Market (“NASDAQ”) on that same day. As the result of the IPO, our common stock trades on NASDAQ under the symbol “CZR.” In connection with the IPO, the Company effected a 1.742-for-one split of our common stock. Unless otherwise stated, all applicable share and per-share data presented herein have been retroactively adjusted to give effect to this stock split.
Prior to our IPO, on January 28, 2008, Caesars was acquired by affiliates of the Sponsors in an all-cash transaction, hereinafter referred to as the “Acquisition,” valued at approximately $30.7 billion, including the assumption of $12.4 billion of debt, and the incurrence of approximately $1.0 billion of acquisition costs. Though our common stock was publicly traded prior to the Acquisition, subsequent to the Acquisition, our stock did not trade publicly until the IPO.
 

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CORPORATE GOVERNANCE
  Director Independence . Hamlet Holdings LLC (“Hamlet Holdings”), the members of which are comprised of five individuals affiliated with the Sponsors, as of the Record Date, beneficially owns approximately 60.6% of our common stock pursuant to an irrevocable proxy providing Hamlet Holdings with sole voting and sole dispositive power over those shares, and, as a result, the Sponsors have the power to elect all of our directors. Therefore, we are a “controlled company” under NASDAQ corporate governance standards, and we have elected not to comply with the NASDAQ corporate governance requirement that a majority of our Board and human resources (i.e., compensation) and nominating and corporate governance committees consist of independent directors. See “Certain Relationships and Related Person Transactions.”
Our Board of Directors affirmatively determines the independence of each director and director nominee in accordance with guidelines it has adopted, which include all elements of independence set forth in the applicable rules of listing standards of NASDAQ. These guidelines are contained in our Corporate Governance Guidelines which are posted on the Corporate Governance page of our web site located at http://investor.caesars.com.
As of the date of this proxy statement, our Board of Directors consisted of eleven members: Gary Loveman, Jeffrey Benjamin, David Bonderman, Kelvin Davis, Mark Frissora, Fred Kleisner, Eric Press, Marc Rowan, David Sambur, Lynn Swann, and Christopher Williams. Mr. Loveman’s employment agreement provides that, for so long as Mr. Loveman remains Chief Executive Officer and President, the Company shall use its best efforts to cause our Board of Directors to appoint Mr. Loveman as a member of the Board of Directors or cause Mr. Loveman to be nominated for election to the Board of Directors by the Company’s stockholders. As discussed below, Mr. Frissora was appointed to the Board of Directors in February 2015 in connection with his selection to be the Company’s Chief Executive Officer Designate. Based upon the listing standards of the NASDAQ, we do not believe that Messrs. Loveman, Benjamin, Bonderman, Davis, Frissora, Press, Rowan, or Sambur would be considered independent because of their relationships with certain affiliates of the Sponsors or other relationships with us. Our Board of Directors has affirmatively determined that Messrs. Kleisner, Swann and Williams are independent from our management under the NASDAQ listing standards. The Board has also affirmatively determined that Messrs. Williams, Swann and Kleisner, the current members of our Audit Committee, meet the independence requirements of Rule 10A-3 of the Exchange Act.
Executive Sessions . Our Corporate Governance Guidelines provide that the independent directors shall meet at least twice annually in executive session.
Stockholder Nominees. Our by-laws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholders must provide timely notice of their proposal in writing to the Secretary of the Company. Generally, to be timely, a stockholder s notice must be delivered to or mailed and received at our principal executive offices, addressed to the secretary of the Company, no earlier than 120 days and no later than 90 days prior to the first anniversary of the date of the preceding year s annual meeting; provided, however, that if the annual meeting is advanced by more than 30 days, or delayed by more than 70 days, from the first anniversary of the preceding year s annual meeting, to be timely the stockholder notice must be received no earlier than 120 days before such annual meeting and no later than the later of 90 days before such annual meeting or the tenth day after the day on which public disclosure of the date of such meeting is first made. In no event shall the public announcement of an adjournment or postponement of an annual meeting of stockholders commence a new time period (or extend any time period) for the giving of the stockholder notice. You should consult our by-laws for more detailed information regarding the process by which stockholders may nominate directors. Our by-laws are posted on the Corporate Governance page of our web site located at http://investor.caesars.com.

Board Committees. Our Board has six standing committees: the Audit Committee, the Human Resources Committee, the Nominating and Corporate Governance Committee, the Finance Committee, the Executive Committee and the 162(m) Plan Committee. The Board has determined that all of the members of the Audit Committee, one of the members of the Human Resources Committee (the “HRC”), one of the members of the Nominating and Corporate Governance Committee and both of the members of the 162(m) Plan Committee are independent as defined in the NASDAQ listing standards and in our Corporate Governance Guidelines. The Board has adopted a written charter for each of these committees. The charters for each of these committees are available on the Corporate Governance page of our web site located at http://investor.caesars.com.

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The chart below reflects the current composition of the standing committees:
Name of Director
  
Audit
  
Human Resources
  
Nominating
and
Corporate
Governance
  
Finance
 
Executive
 
162(m) Plan
Gary Loveman*
  
 
 
 
 
 
 
 
 
X
 
 
Jeffrey Benjamin
  
 
 
 
 
 
 
 
 
 
 
 
David Bonderman
  
 
 
 
 
 
 
 
 
 
 
 
Kelvin Davis
  
 
 
X
 
X
 
X
 
X
 
 
Mark Frissora*
 
 
 
 
 
 
 
 
 
 
 
 
Fred Kleisner
  
X
 
 
 
 
 
 
 
 
 
 
Eric Press
  
 
 
 
 
 
 
 
 
 
 
 
Marc Rowan
  
 
 
X
 
 
 
X
 
X
 
 
David Sambur
  
 
 
 
 
X
 
 
 
 
 
 
Lynn Swann (1)
  
X
 
X
 
X
 
 
 
 
 
X
Christopher Williams
  
X
 
 
 
 
 
 
 
 
 
X
________________________________
*Indicates management director.
 
 
 
 
_________________________
(1) On April 13, 2014, Lynn Swann was appointed to the Audit Committee.
Audit Committee
During 2014, our Audit Committee consisted of Christopher Williams, as chairperson, Fred Kleisner and Jeffrey Housenbold. Mr. Housenbold resigned from our Board effective March 28, 2014. On April 13, 2014, Lynn Swann was appointed to the Audit Committee.
Our Audit Committee met on 11 occasions during 2014. Our Board has determined that Messrs. Williams and Kleisner each qualify as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and that Messrs. Williams, Swann and Kleisner are independent as independence is defined in Rule 10A-3 of the Exchange Act and under the NASDAQ listing standards. The purpose of the Audit Committee is to oversee our accounting and financial reporting processes and the audits of our financial statements, provide an avenue of communication among our independent auditors, management, our internal auditors and our Board, and prepare the audit-related report required by the SEC to be included in our annual proxy statement or annual report on Form 10-K. The principal duties and responsibilities of our Audit Committee are to oversee and monitor the following:
preparation of annual audit committee report to be included in our annual proxy statement;
our financial reporting process and internal control system;
the integrity of our financial statements;
the independence, qualifications and performance of our independent auditor;
the performance of our internal audit function; and
our compliance with legal, ethical and regulatory matters.  
The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties.
Human Resources Committee
Our HRC serves as our compensation committee with the specific purpose of designing, approving, and evaluating the administration of our compensation plans, policies, and programs. Our HRC currently consists of Kelvin Davis, Marc Rowan and Lynn Swann, each of whom were members of the HRC throughout 2014. The purpose of the HRC is to ensure that compensation programs are designed to encourage high performance, promote accountability and align employee interests with the interests of our stockholders. The HRC is also charged with reviewing and approving the compensation of the Chief Executive Officer and our other senior executives, including all of the named executive officers. Our HRC met on five occasions during 2014.

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The qualifications of the HRC members stem from roles as corporate leaders, private investors, and board members of several large corporations. Their knowledge, intelligence, and experience in company operations, financial analytics, business operations, and understanding of human capital management enables the members to carry out the objectives of the HRC. We have chosen the “controlled company” exception under the NASDAQ rules which exempts us from the requirement that we have a compensation committee composed entirely of independent directors.
Our HRC is entitled to delegate any or all of its responsibilities to a subcommittee of the HRC or to specified executives of Caesars, except that it may not delegate its responsibilities for any matters where it has determined such compensation is intended to comply with the exemptions under Section 16(b) of the Exchange Act.
Each year the HRC reviews whether the work of the Company’s compensation consultants raises any conflicts of interest. The HRC has determined that the work of Towers Watson, Mercer Investment Consulting and Stoel Rives LLP (whose services are described under “Compensation Discussion and Analysis-Role of outside consultants in establishing compensation” below) did not raise any conflicts of interest in fiscal 2014 and does not currently raise any conflicts of interest. In making this assessment, the HRC considered that neither Towers Watson, Mercer Investment Consulting nor Stoel Rives LLP provided any other services to the Company unrelated to executive compensation and the other factors enumerated in Rule 10C-1(b) under the Exchange Act.
162(m) Plan Committee
The 162(m) Plan Committee reviews and approves compensation that is intended to qualify as “performance based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). For more information about our 162(m) Plan Committee, please see “-Executive Compensation-Compensation Discussion and Analysis-Process-Our Human Resources Committee.”
Nominating and Corporate Governance Committee
Our Board has established a Nominating and Corporate Governance Committee whose current members are Kelvin Davis, David Sambur and Lynn Swann, each of whom served on the committee throughout 2014. Our Nominating and Corporate Governance Committee met twice during 2014. The principal duties and responsibilities of the Nominating and Corporate Governance Committee are as follows:

to establish criteria for board and committee membership and recommend to our Board proposed nominees for election to the Board and for membership on committees of our Board;
to make recommendations regarding proposals submitted by our stockholders; and
to make recommendations to our Board regarding board governance matters and practices.
We have chosen the “controlled company” exception under the NASDAQ rules which exempts us from the requirement that we have a Nominating and Corporate Governance Committee composed entirely of independent directors.
Finance Committee
Our Finance Committee consists of Kelvin Davis and Marc Rowan. The purpose of the Finance Committee is to assist the Board of Directors in the oversight of our financial matters primarily relating to indebtedness and financing transactions.
Executive Committee
Our Executive Committee consists of Gary Loveman, as chairperson, Kelvin Davis and Marc Rowan. The Executive Committee has all the powers of our Board in the management of our business and affairs other than those enumerated in its charter, including without limitation, the establishment of additional committees or subcommittees of our Board and the delegation of authority to such committees and subcommittees, and may act on behalf of our Board of Directors to the fullest extent permitted under Delaware law and our organizational documents. The Executive Committee serves at the pleasure of our Board and may act by a majority of its members, provided that at least one member affiliated with TPG and Apollo must approve any action of the Executive Committee. This committee and any requirements or voting mechanics or participants may continue or be changed if Apollo and TPG no longer own a controlling interest in us.
Director Qualifications . The Board of Directors seeks to ensure the Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. In identifying candidates for membership on the Board, the Board takes into account (1) minimum individual qualifications, such as high ethical standards, integrity, mature and careful judgment, industry knowledge or experience and an

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ability to work collegially with the other members of the Board and (2) all other factors it considers appropriate, including alignment with our stockholders, especially investment funds affiliated with the Sponsors. While we do not have any specific diversity policies for considering Board candidates, we believe each director contributes to the Board’s overall diversity, meaning a variety of opinions, perspectives, personal and professional experiences and backgrounds.
When considering whether the Board’s directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focused primarily on the information discussed in each of the Board members’ biographical information set forth below under “Proposal 1 - Election of Directors.”
Each of the Company’s directors possesses high ethical standards, acts with integrity, and exercises careful, mature judgment. Each is committed to employing their skills and abilities to aid the long-term interests of the stakeholders of the Company. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors, which further qualifies them for service as members of the Board. Alignment with our stockholders is important in building value at the Company over time.
Stockholders Agreement regarding Nominees and Elections. Each of the directors other than Messrs. Kleisner, Williams and Swann was elected to the Board pursuant to the Stockholders’ Agreement (as defined below). Under the Stockholders' Agreement, until we cease to be a “controlled company” within the meaning of the NASDAQ rules, each of the Sponsors has the right to nominate four directors to our Board. In addition, under the Stockholders’ Agreement, until we cease to be a “controlled company,” each of the Sponsors has the right to designate four members of each committee of our Board of Directors except to the extent that such a designee is not permitted to serve on a committee under applicable law, rule, regulation or listing standards. Pursuant to the Stockholders’ Agreement, Messrs. Benjamin, Press, Rowan and Sambur were appointed to the Board as a consequence of their respective relationships with Apollo and Messrs. Bonderman and Davis were appointed to the Board as a consequence of their respective relationships with TPG. TPG has elected not to appoint a third or fourth director in accordance with the terms of the Stockholders’ Agreement. Mr. Loveman was appointed to the Board pursuant to the Stockholders’ Agreement and as a consequence of his being Chief Executive Officer and President of the Company. Mr. Frissora was appointed to the Board pursuant to his Employment Agreement and as a consequence of his being Chief Executive Officer Designate of the Company.
Criteria for Director Nomination . Our Nominating and Corporate Governance Committee identifies and recommends to the Board persons to be nominated to serve as directors of the Company. Directors are selected based on, among other things, understanding of elements relevant to the success of a large publicly traded company, understanding of the Company’s business and educational and professional background. The Nominating and Corporate Governance Committee also considers the requirements of any stockholders agreement in existence (as such may be amended from time to time), including but not limited to the Stockholders’ Agreement, which governs the composition requirements of the Company’s Board and committees. In recruiting and evaluating new director candidates, the Nominating and Corporate Governance Committee also considers such factors as industry background, financial and business experience, public company experience, other relevant education and experience, general reputation, independence and diversity. The Company endeavors to have a Board composition encompassing a broad range of skills, expertise, industry knowledge and diversity of background and experience. The Nominating and Corporate Governance Committee considers, consistent with applicable law, the Company’s certificate of incorporation and by-laws and the criteria set forth in our Corporate Governance Guidelines, and any candidates proposed by any senior executive officer, director or stockholder. The Nominating and Corporate Governance Committee evaluates candidates proposed by stockholders on the same basis as all other candidates.
In addition, individual directors and any person nominated to serve as a director should demonstrate high ethical standards and integrity in their personal and professional dealings and be willing to act on and remain accountable for their boardroom decisions, and be in a position to devote an adequate amount of time to the effective performance of director duties.
Prior to nominating a person to serve as a director, the Nominating and Corporate Governance Committee evaluates the candidate based on the criteria described above. In addition, prior to accepting renomination, each director should evaluate himself or herself as to whether he or she satisfies the criteria described above.
Board Leadership Structure. The Board appointed the Company’s Chief Executive Officer and President as Chairman because he is the director most familiar with the Company’s business and industry, and as a result is best suited to effectively identify strategic priorities and lead the discussion and execution of strategy. On February 4, 2015, the Company announced that Gary Loveman, Chairman and Chief Executive Officer, had decided to begin transitioning management of the Company at the end of the first quarter of 2015. Accordingly, Mark Frissora joined the Company as Chief Executive Officer Designate and a member of the Board and will become Chief Executive Officer on July 1, 2015. Mr. Loveman will continue to serve as Chairman of the Board through December 1, 2016. In light of Mr. Loveman’s significant history with the Company, the Board

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believed that, during Mr. Loveman’s tenure, having the combined position of Chairman and Chief Executive Officer promoted a unified direction and leadership for the Board and gave a single, clear focus for the chain of command for our organization, strategy and business plans. In light of the management transition, the Board believes that Mr. Loveman’s continuation as Chairman will provide the Company with important continuity and industry expertise. The Board has not designated a lead independent director.
Board s Role in Risk Oversight. The Board exercises its role in the oversight of risk as a whole and through the Audit Committee. The Audit Committee receives regular reports from the Company’s risk management and compliance departments.
Compensation Risk Assessment . On an annual basis, our management reviews our compensation policies and practices to determine whether any risks arising from our compensation policies and practices for employees, including non-executive officers, are reasonably likely to have a material adverse effect on the Company and presents its findings to the HRC. Based on this assessment and review, we believe our compensation policies and practices do not present risks that are reasonably likely to have a material adverse effect on us. In evaluating our compensation policies and practices, we considered the following elements of our compensation programs, from the perspective of enterprise risk management and the terms of the Company's compensation policies generally:
The Company’s executive compensation practices are intended to compensate executives primarily on performance, with a large portion of potential compensation at risk.
The HRC has set senior executive compensation with two driving principles in mind: (1) delivering financial results to our stockholders, and (2) ensuring that our customers receive a great experience when visiting our properties. To that end, historically the HRC has set our senior executive compensation so that at least 50% of our senior executives’ total compensation is at risk based on these objectives.
The HRC has the authority to claw back bonuses paid to participants in the event of a termination for cause or material noncompliance resulting in financial restatement by a plan participant.
The Company is subject to a number of restrictions due to gaming, compliance and other regulations that mitigate the risk that employees take action that put our business at risk and that the compensation programs incentivize them to do so.
Board Meetings and Committees; Policy Regarding Director Attendance at Annual Meeting of Stockholders . During 2014, our Board of Directors held 19 meetings. All directors attended at least 75% of the Board meetings and meetings of the committees of the Board on which the director served, other than David Bonderman who attended less than 75% of the meetings of the Board. It is our policy that directors are encouraged to attend the Company’s annual stockholder meeting. Eight of our directors attended our 2014 annual meeting of stockholders.
Policy Regarding Communication with Board of Directors . Stockholders and other interested parties may contact the Board of Directors as a group or any individual director by sending a letter (signed or anonymous) to: c/o Board of Directors, Caesars Entertainment Corporation, One Caesars Palace Drive, Las Vegas, NV 89109, Attention: Corporate Secretary.
We will forward all such communications to the applicable Board member(s), except for material that is unduly hostile, threatening, illegal or similarly unsuitable. In addition, the Company's Board has requested that certain items which are unrelated to the duties and responsibilities of the Board should be excluded, such as product complaints, suggestions, resumes and other forms of job inquiries, surveys and business solicitations or advertisements. The Company’s Law Department will review the communication and concerns will be addressed through our regular procedures for addressing such matters. Depending on the nature of the concern, management also may refer matters to our internal audit, legal, finance or other appropriate department. If the volume of communication becomes such that the Board adopts a process for determining which communications will be relayed to Board members, that process will appear on the Corporate Governance page of our web site located at http://investor.caesars.com.

Corporate Governance Guidelines . The Company has adopted Corporate Governance Guidelines that we believe reflect the Board’s commitment to a system of governance that enhances corporate responsibility and accountability. The Corporate Governance Guidelines contain provisions addressing the following matters, among others:
Board composition (i.e., size);
Director qualifications;
Classification of directors into three classes;
Director independence;

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Director retirement policy and changes in a non-employee director's primary employment;
Director term limits (and the lack thereof);
Director responsibilities, including director access to officers and employees;
Board meetings and attendance and participation at those meetings;
Executive sessions;
Board committees;
Director orientation and continuing education;
Chief executive officer evaluation and compensation;
Director compensation;
Management succession planning;
Performance evaluation of the Board and its committees; and
Public interactions.
The Corporate Governance Guidelines are available on the Corporate Governance page of our web site located at http://investor.caesars.com. We intend to disclose any future amendments to the Corporate Governance Guidelines on our website.
Code of Ethics. We have a Code of Business Conduct and Ethics, which is applicable to all of our directors, officers and employees (the “Code of Ethics”). The Code of Ethics is available on the Corporate Governance page of our web site located at http://investor.caesars.com. To the extent required pursuant to applicable SEC regulations, we intend to post amendments to or waivers from our Code of Ethics (to the extent applicable to our chief executive officer, principal financial officer or principal accounting officer) at this location on our website or report the same on a Current Report on Form 8-K. Our Code of Ethics is available free of charge upon request to our Corporate Secretary, Caesars Entertainment Corporation, One Caesars Palace Drive, Las Vegas, Nevada 89109.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and greater than ten-percent stockholders to file initial reports of ownership and reports of changes in ownership of any of our securities with the SEC and us. Based solely on a review of copies of such reports received with respect to the 2014 fiscal year and the written representations received from certain reporting persons that no other reports were required, we believe that during the 2014 fiscal year, all of our directors, executive officers and greater than ten-percent stockholders complied with the requirements of Section 16(a).
 


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PROPOSAL 1 - ELECTION OF DIRECTORS

Effective as of March 23, 2015, the authorized number of members of the Board of Directors of Caesars consists of eleven directors. Our Board of Directors recommends that the nominees listed below be elected as members of the Board of Directors at the annual meeting.
Pursuant to our certificate of incorporation, our Board of Directors is divided into three classes. The members of each class will serve for a staggered, three-year term. Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. Each of the nominees, if re-elected, will serve a three year term as a director until the annual meeting of stockholders in 2018 or until his respective successor is duly elected and qualified or until the earlier of his death, resignation or removal. If a nominee becomes unable or unwilling to accept nomination or election, the person or persons voting the proxy will vote for such other person or persons as may be designated by the Board of Directors, unless the Board of Directors chooses to reduce the number of directors serving on the Board. The Board of Directors has no reason to believe that any of the nominees will be unable or unwilling to serve as a director if re-elected. The ages of our directors and nominees as of the date of this proxy statement are:
Name
 
  
Age
  
Director
Since
 
Position(s)
Class III Directors whose terms will expire at the 2015 Annual Meeting
 
 
 
 
 
 
Gary Loveman
 
55
 
2000
 
Chairman of the Board, Chief Executive Officer and President
David Bonderman
  
72
  
2008
 
Director
Marc Rowan
  
52
  
2008
 
Director
Christopher Williams
  
57
  
2008
 
Director
 
 
 
 
 
 
 
 
Class I Directors whose terms will expire at the 2016 Annual Meeting
 
 
 
 
 
 
Jeffrey Benjamin
 
53
 
2008
 
Director
Fred Kleisner
 
70
 
2013
 
Director
Lynn Swann
 
63
 
2008
 
Director
 
 
 
 
 
 
 
 
Class II Directors whose terms will expire at the 2017 Annual Meeting
 
 
 
 
 
 
Kelvin Davis
  
51
  
2008
 
Director
Eric Press
  
49
  
2008
 
Director
David Sambur
  
35
  
2010
 
Director
Mark Frissora
 
59
 
2015
 
Director, Chief Executive Officer Designate
As of March 23, 2015, the following is a brief description of the background and business experience of each of our directors and nominees:
Nominees (Whose Term, if Elected, Will Expire at the 2018 Annual Meeting)
Gary Loveman has been our Chairman of the Board since January 1, 2005, Chief Executive Officer since January 2003 and President since April 2001. He has over 15 years of experience in retail marketing and service management, and he previously served as an associate professor at the Harvard University Graduate School of Business. He holds a bachelor’s degree from Wesleyan University and a Ph.D. in Economics from the Massachusetts Institute of Technology. Mr. Loveman also serves as a director of Coach, Inc. and FedEx Corporation. Mr. Loveman was elected as a member of our Board because our Board concluded that Mr. Loveman’s distinguished career and experience in retail marketing and service management as well as his long service on our Board provides continuity to the Board and enables Mr. Loveman to contribute valuable insight and guidance on important issues facing the business of the Company. He also serves as the Chairman of the Company’s Executive Committee. On February 4, 2015, the Company announced that Mr. Loveman has decided to begin transitioning management

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of the Company at the end of the first quarter. Accordingly, Mr. Loveman is resigning as President and Chief Executive Officer effective July 1, 2015.
David Bonderman became a member of our board of directors in January 2008 upon consummation of the Acquisition. Mr. Bonderman is a TPG Founding Partner. Prior to forming TPG in 1992, Mr. Bonderman was Chief Operating Officer of the Robert M. Bass Group, Inc. (now doing business as Keystone Group, L.P.) in Fort Worth, Texas. He holds a bachelor’s degree from the University of Washington and a law degree from Harvard University. He has previously served on the boards of directors of JSC VTB Bank, General Motors Company, Gemalto N.V., Burger King Holdings, Inc., Washington Mutual, Inc., IASIS Healthcare LLC, Univision Communications, Inc. and Armstrong World Industries, Inc. Mr. Bonderman also currently serves on the boards of directors of Caesars Entertainment Operating Company, Inc., Energy Future Holdings Corp., CoStar Group, Inc., Kite Pharma, Inc. and Ryanair Holdings PLC, of which he is Chairman. Mr. Bonderman was elected as a member of our Board because our Board concluded that Mr. Bonderman’s extensive experience in investment and finance matters as well as his extensive directorial experience and deep understanding of operational issues enable Mr. Bonderman to provide the Board with valuable insight and guidance on strategic and operational issues of the Company.
Marc Rowan became a member of our board of directors in January 2008 upon consummation of the Acquisition. Mr. Rowan is a co-founder and Senior Managing Director of Apollo Global Management, LLC, a leading alternative asset manager focused on contrarian and value oriented investments across private equity, credit-oriented capital markets and real estate, a position he has held since 1990. He currently serves on the boards of directors of Apollo Global Management, LLC, Athene Holding Ltd., Caesars Entertainment Operating Company, Inc., and Caesars Acquisition Company. He has previously served on the boards of directors of AMC Entertainment, Inc., Beats Music, LLC (until its acquisition by Apple Inc.), CableCom Gmbh, Countrywide PLC, Culligan Water Technologies, Inc., Furniture Brands International, Inc., Mobile Satellite Ventures, L.P., National Cinemedia, Inc., National Financial Partners, Inc., New World Communications, Inc., Norwegian Cruise Lines Inc., Quality Distribution, Inc., Samsonite Corporation, SkyTerra Communications, Inc., Unity Media SCA, Vail Resorts, Inc. and Wyndham International, Inc. He is a founding member and Chairman of Youth Renewal Fund and a member of the Board of Overseers of The Wharton School. He serves on the boards of directors of Jerusalem Online and the New York City Police Foundation. Mr. Rowan graduated summa cum laude from the University of Pennsylvania’s Wharton School of Business with a BS and an MBA in Finance. Mr. Rowan is a member of the Company’s Executive Committee , the Human Resources Committee and the Finance Committee. Mr. Rowan was elected as a member of our Board because our Board concluded that Mr. Rowan’s extensive experience in value oriented investments, credit-oriented capital markets and real estate as well as his extensive directorial experience enable Mr. Rowan to provide the Board with insight and guidance on strategic matters of the Company.
Christopher Williams became a member of our board in April 2008. Mr. Williams has been Chairman of the Board and Chief Executive Officer of Williams Capital Group, L.P., an investment bank, since 1994, and Chairman of the Board and Chief Executive Officer of Williams Capital Management, LLC, an investment management firm, since 2002. He holds a bachelor's degree from Howard University and an M.B.A. from Dartmouth College’s Tuck School of Business. Mr. Williams also serves on the boards of directors for Cox Enterprises, Inc., Lincoln Center for the Performing Arts, Mt. Sinai Medical Center, The Partnership for New York City and the National Association of Securities Professionals. Mr. Williams is also Chairman of the Board of Overseers of the Tuck School of Business at Dartmouth College. He previously served on the board of directors of Wal-Mart Stores, Inc. He is Chairman of the Company's Audit Committee and is a member of the 162(m) Plan Committee. Mr. Williams was elected as a member of our Board because our Board concluded that Mr. Williams’ extensive management experience in investment banking provides the Board with a wealth of knowledge regarding business operations and business strategy as well as valuable financial and investment experience essential to guiding the Company’s strategy.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.
Class I Directors (Current Term Will Expire at the 2016 Annual Meeting)
  Jeffrey Benjamin became a member of our board of directors in January 2008 upon consummation of the Acquisition. Mr. Benjamin has nearly 25 years of experience in the investment industry and has extensive experience serving on the boards of directors of other public and private companies, including Mandalay Resort Group, another gaming company. He has been senior advisor to Cyrus Capital Partners since June 2008 and serves as a consultant to Apollo Global Management, LLC with respect to investments in the gaming industry. He was a senior advisor to Apollo Global Management, LLC from 2002 to 2008. He holds a bachelor’s degree from Tufts University and a masters degree from the Massachusetts Institute of Technology Sloan School of Management. He has previously served on the boards of directors of Spectrum Group International, Inc., Goodman Global Holdings, Inc., Dade Behring Holdings, Inc., Chiquita Brands International, Inc., McLeod USA, Mandalay Resort Group and Virgin Media Inc. Mr. Benjamin is the Chairman of the Board of A-Mark Precious Metals, Inc. and Exco Resources,

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Inc., and also serves on the boards of directors of Chemtura Corporation and American Airlines Group Inc. Mr. Benjamin was elected as a member of our Board because our Board concluded that Mr. Benjamin’s extensive experience in the gaming and investment industries as well as his extensive directorial experience provide the Board with a wealth of knowledge regarding the operational issues facing companies in the gaming industry and a business strategy essential to guiding the Company’s strategy.
Fred Kleisner became a member of our board in July 2013. Mr. Kleisner has been Senior Advisor of Morgans Hotel Group Co. since 2006, served as the President and Chief Executive Officer of Hard Rock Hotel Holdings LLC from December 2007 through March 2011 and also served as the President and Chief Executive Officer of Morgans Hotel Group Co. from September 2007 through April 2011. He has also served in management positions with Rex Advisors, LLC, Wyndham International, Inc., and Starwood Hotels & Resorts Worldwide, Inc., Westin Hotels and Resorts, Interstate Hotels Company, The Sheraton Corporation, and Hilton Hotels, Corp. Mr. Kleisner currently serves as a director of Apollo Residential Mortgage, Inc., Kindred Healthcare, Inc., Playtime, LLC, the Museum of Arts & Design, NYC, as member of the Board of Managers of Ambridge Hospitality, and on the Advisory Council of Michigan State University’s Broad School of Business, Hospitality Business/Real Estate Investment Management Program. He previously served on the board of directors of Hard Rock Holdings, LLC, as a Trustee/Director for the Culinary Institute of America, and as a Trustee of National Outdoor Leadership School. Mr. Kleisner serves as a member of the Company’s Audit Committee and was elected as a member of our Board because our Board concluded that Mr. Kleisner’s extensive experience in the management and operation of the companies in the hospitality and entertainment industry enable him to provide the Board with a wealth of knowledge regarding operational issues facing companies in the hospitality and entertainment industry and a business strategy essential to guiding the Company’s strategy.
Lynn Swann became a member of our board in April 2008. Mr. Swann has served as president of Swann, Inc., a consulting firm specializing in marketing and communications since 1976 and the owner of Lynn Swann Group since 2011. The Lynn Swann Group is an affiliate of Stonehaven, LLC, which is a Member of FINRA/SIPC. Mr. Swann was also a broadcaster for the American Broadcasting Company from 1976 to 2005. He holds a bachelor’s degree from the University of Southern California. Mr. Swann also serves on the boards of directors of Fluor Corporation, American Homes 4 Rent and PGA of America. He previously served on the board of directors of Hershey Entertainment and Resort Co. and H.J. Heinz Co. Mr. Swann also holds a Series 7 and Series 63 registration. He is a member of the Company’s Audit Committee, Human Resources Committee, Nominating and Corporate Governance Committee, and the 162(m) Plan Committee. Mr. Swann was elected as a member of our Board because our Board concluded that Mr. Swann’s extensive experience in marketing and communications and qualifications to communicate with retail investors enable him to provide the Board with a wealth of knowledge and insight into operational and marketing strategies suitable for companies in the gaming industry which are essential to guiding the Company’s strategy.
Class II Directors (Current Term Will Expire at the 2017 Annual Meeting)
Kelvin Davis became a member of our board of directors in January 2008 upon consummation of the Acquisition . He is the Founder and Co-Head of TPG Real Estate. He has been a Partner at TPG based in San Francisco since 2000 and is a member of the Firm’s Management Committee. From 2000 to 2009, Mr. Davis led TPG’s North American Buyouts Group, encompassing investments in all non-technology industry sectors. Prior to joining TPG in 2000, Mr. Davis was President and Chief Operating Officer of Colony Capital, LLC, a private international real estate investment firm, based in Los Angeles, which he co-founded in 1991. Prior to the formation of Colony Capital, LLC, Mr. Davis was a principal of RMB Realty, Inc. the real estate investment vehicle of Robert M. Bass. Prior to his affiliation with RMB Realty, Inc., he worked at Goldman, Sachs & Co. in New York and with Trammell Crow Company in Dallas and Los Angeles. He holds a bachelor’s degree in Economics from Stanford University and an M.B.A. from Harvard Business School. Mr. Davis currently serves on the boards of directors of Northwest Investments, LLC (ST Residential), Caesars Entertainment Operating Company, Inc., Univision Communications, Inc., Catellus Development Corporation, Taylor Morrison Home Corporation (NYSE:TMHC), Parkway Properties, Inc. (NYSE:PKY), AV Homes, Inc. (NASDAQ: AVHI) and Assisted Living Concepts, Inc. He is also a long-time director (and past Chairman) of Los Angeles Team Mentoring, Inc. (a charitable mentoring organization), serves on the Board of the Los Angeles Philharmonic Association, is a trustee of Los Angeles County Museum of Art (LACMA), and is on the Board of Overseers of the Huntington Library, Art Collections and Botanical Gardens. He is a member of the Company’s Human Resources Committee, the Executive Committee, the Finance Committee and the Nominating and Corporate Governance Committee. Due to Mr. Davis’ experience and wealth of knowledge regarding investments, including real-estate related investments, he provides the Board with valuable knowledge and insight into investment related matters as well as business strategy relevant to the Company.
Eric Press became a member of our board of directors in January 2008 upon consummation of the Acquisition. Mr. Press has been a Senior Partner at Apollo Global Management, LLC since 2007 and has been a Partner of other Apollo entities since 1998. Mr. Press has nearly 20 years of experience in financing, analyzing, investing in and/or advising public and private companies and their board of directors. Mr. Press currently serves on the boards of directors of Apollo Commercial Real Estate

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

Mark Frissora became a member of our board of directors in February 2015. In connection with Mr. Loveman’s transition, the Board of Directors appointed Mr. Frissora to the role of Chief Executive Officer Designate of the Company, effective February 5, 2015, and to succeed Mr. Loveman in the role of Chief Executive Officer and President of the Company, effective July 1, 2015. Mr. Frissora served as the Chairman of the Board of Hertz Global Holdings, Inc. (“Hertz”) from January 1, 2007 until September, 2014 and as Chief Executive Officer and a director of Hertz from July 2006 until September 2014. Prior to joining Hertz, Mr. Frissora served as Chief Executive Officer of Tenneco Inc. ("Tenneco") from November 1999 to July 2006 and as President of the automotive operations of Tenneco from April 1999 to July 2006. He also served as the Chairman of Tenneco from March 2000 to July 2006. From 1996 to April 1999, he held various positions within Tenneco's automotive operations, including Senior Vice President and General Manager of the worldwide original equipment business. Previously Mr. Frissora served as a Vice President of Aeroquip Vickers Corporation from 1991 to 1996. In the 15 years prior to joining Aeroquip Vickers Corporation, he served for 10 years with General Electric and five years with Philips Lighting Company in management roles focusing on product development and marketing. Mr. Frissora is a director of Delphi Automotive PLC, where he is a member of their Finance Committee and a member of their Nominating and Governance Committee. In April 2015, Mr. Frissora resigned from the board of directors of Walgreen Co., where he served as the Chairman of the Finance Committee and as a member of the Nominating and Governance Committee. Mr. Frissora holds a B.A. degree from The Ohio State University and has completed executive development programs at the University of Pennsylvania’s Wharton School and the Thunderbird International School of Management. He is a Director of Walgreens Boots Alliance and Delphi Automotive plc and he is also a member of the McKinsey’s CEO Advisory Council. Mr. Frissora was elected as a member of our Board because of his significant operational background and his past experience in leading large, complex organizations.








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PROPOSAL 2 - APPROVAL OF THE AMENDMENT TO THE 2012 PLAN
Background
The Company’s current equity incentive compensation plan, which was originally adopted in 2012 and amended in 2012, is known as the Caesars Entertainment Corporation 2012 Performance Incentive Plan (the “2012 Plan”).
Our Board wishes to ensure our continued ability to offer equity-based incentives to directors, employees, officers, and individual service providers or advisors who render services to the Company or its subsidiaries. The Board believes this type of compensation is critical to its ability to attract and retain highly qualified individuals and otherwise attain the goals described below, while also aligning these individuals’ interests with those of our stockholders. However, it does not believe it has sufficient shares available for future issuance under the 2012 Plan to accomplish these purposes.

As of March 23, 2015, 819,486 shares of our common stock remained available for issuance under the 2012 Plan, and 13,392,548 shares of our common stock were issuable pursuant to outstanding awards. The number of shares currently available for grant under the 2012 Plan, based on the rate at which we used shares under the 2012 Plan for the last three years, will be exhausted within the next 3 months.

Accordingly, on February 19, 2015, the Board adopted an amendment to the 2012 Plan to increase by 8,000,000 shares the number of shares of the Company’s common stock that may be issued under the 2012 Plan. This Board adoption is subject to shareholder approval.

Stockholder approval of the 2012 Plan is required by the rules of NASDAQ. In addition, Code Section 162(m) requires certain provisions of the 2012 Plan to be submitted to, and approved by, our stockholders in order for compensation attributable to awards made under the 2012 Plan to “covered employees” that are intended to be “performance- based” to be tax deductible by the Company. The approval of the Amendment to the 2012 Plan must receive the affirmative vote of a majority of the votes cast by stockholders present in person or by proxy at the annual meeting and entitled to vote at the annual meeting. Broker non-votes will not affect the outcome of the approval of the Amendment to the 2012 Plan because brokers do not have discretion to cast votes on this proposal without instruction from the beneficial owner of the shares.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE 2012 PLAN.
Summary of Material Terms of 2012 Plan
The following is a summary of certain terms and conditions of the 2012 Plan. This summary is qualified in its entirety by reference to the 2012 Plan itself, which was filed as Exhibit 10.89 to our Registration Statement on Form S-1 filed with the SEC on February 2, 2012 and the related 2012 amendment, which was filed as Appendix A to our definitive information statement filed with the SEC on July 24, 2012. The Amendment to the 2012 Plan is attached to this proxy statement as Appendix A.

Eligibility
Directors, employees, officers, and individual service providers or advisors who render services to the Company or its subsidiaries may be selected to receive awards under the 2012 Plan. As of March 23, 2015, approximately 470 employees, directors and service providers held equity awards under our 2012 Plan and approximately 650 persons were eligible to be selected for future awards under the 2012 Plan under criteria adopted by our HRC.
Administration
Our Board or a subcommittee thereof has the authority to administer the 2012 Plan. The Board or a subcommittee may delegate some or all authority to another committee. In addition, to the extent permitted by applicable law, the Board or subcommittee may delegate to one or more officers of the Company its powers to designate the officers and employees who will receive grants of awards under the 2012 Plan and to determine the number of shares subject to, and the other terms and conditions of, such awards. Ministerial, non-discretionary functions may be delegated to certain officers, employees and third parties.


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For awards intended to satisfy the requirements for performance-based compensation under Section 162(m) of the Code, the 2012 Plan will be administered by a committee consisting solely of two or more outside directors. Our 162(m) Committee performs this role. Awards or transactions intended to be exempt under Rule 16b-3 of the Exchange Act , must be authorized by the Board or a committee consisting solely of two or more non-employee directors (as such requirement is applied under Rule 16b-3). And, to the extent required by any applicable listing agency, this 2012 Plan shall be administered by a committee composed entirely of “independent directors,” within the meaning of the applicable listing agency.
The HRC administers the 2012 Plan. The HRC, the Board or any subcommittee administrating the 2012 Plan is referred to in this summary as the “plan administrator.”

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

The plan administrator will have full discretion to take such actions as it deems necessary or desirable for the administration of the 2012 Plan. Plan administrator decisions relating to the 2012 Plan are final and binding.

Number of Shares Authorized and Award Limits
As of March 23, 2015, 819,486 shares of our common stock remained available for issuance under the 2012 Plan, and 13,392,548 shares of our common stock were issuable pursuant to outstanding awards. Of these 13, 392,548 shares, 9,845,684 represents shares that may be purchased in connection with the exercise of stock options and 3,546,864 represent shares that may be issued pursuant to restricted stock units.

Under our 2012 Plan, if this amendment is approved by our shareholders as is being requested herein, and subject to adjustment in connection with changes in capitalization, the maximum number of shares of our common stock that may be delivered pursuant to awards is the sum of (1) 8,000,000 shares of our common stock, plus (2) the number of shares subject to awards granted under the 2012 Plan that are outstanding immediately prior to the 2015 annual meeting, plus (3) the number of shares that remain available for issuance pursuant to the 2012 Plan prior to the effectiveness of the amendment being submitted to shareholders, either because such shares have not yet been subject to awards granted under the 2012 Plan or because such

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shares were subject to awards that forfeited, expired, were canceled or that included other terms that allowed all or a portion of the shares subject to such awards to again be available for issuance under the 2012 Plan, plus (4) 8,045,998, representing the number of shares subject to stock options granted under the Caesars Entertainment Corporation Management Equity Incentive Plan (the “2008 Plan”) and outstanding on the date the 2012 Plan was originally approved by the Company’s stockholders.
This maximum share reserve will be reduced in accordance with the rules in this paragraph:
to the extent an award is settled in cash or a form other than common stock, the shares that would have been delivered had there been no such cash or other settlement will not be counted against the shares available for issuance under the 2012 Plan;
if shares of common stock are delivered in respect of a dividend equivalent right, the actual number of shares delivered with respect to the award will be counted against the share limits;
if shares of common stock are delivered pursuant to the exercise of a stock appreciation right or option granted under the 2012 Plan, the number of underlying shares as to which the exercise related will be counted against the applicable share limits, as opposed to only counting the shares actually issued; and
shares that are subject to or underlie awards that expire, are cancelled, terminated or forfeited, fail to vest, or for any other reason are not paid or delivered under the 2012 Plan shall again be available for subsequent awards under the 2012 Plan, but shares that are exchanged by a participant or withheld by the Company as full or partial payment in connection with any award under the 2012 Plan, or to satisfy tax withholding obligations related to any award, will not be available for subsequent awards under the 2012 Plan.

No fractional shares may be awarded under the 2012 Plan. The plan administrator may pay cash in lieu of fractional shares.
The 2012 Plan includes the following additional caps:
no more than 15,449,468 shares may be issued with respect to incentive stock options under the 2012 Plan;
the maximum number of shares of common stock subject to those options and stock appreciation rights that are granted during any calendar year to any individual under the 2012 Plan is 6,500,000 shares;
the maximum number of shares of common stock which may be delivered pursuant to performance-based awards (other than options and stock appreciation rights intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code, and other than cash awards covered by the cap in the following sentence) that are granted to any one participant in any calendar year will not exceed 1,373,404 shares, either individually or in the aggregate;
in addition, the aggregate amount of compensation to be paid to any one participant in respect of all performance-based awards payable only in cash and not related to shares of Common Stock and granted to that participant in any one calendar year will not exceed $25,000,000; and
awards cancelled during the year will be counted against the limits in the preceding two bullets to the extent required by Section 162(m) of the Code.

Changes in Capitalization
As is customary in incentive plans of this nature, (1) the number and type of shares of common stock (or other securities) available under the 2012 Plan, and the specific share limits, maximums and numbers of shares set forth elsewhere in the 2012 Plan, (2) the number, amount and type of shares of common stock (or other securities or property) subject to outstanding awards, (3) the grant, purchase, base, or exercise price and/or (4) the securities, cash or other property deliverable upon exercise or payment of outstanding awards must be equitably and proportionately adjusted by the plan administrator upon any reclassification, recapitalization, stock split, reverse stock split, merger, combination, consolidation, reorganization, spin-off, split-up, extraordinary dividend distribution in respect of the common stock, any exchange of common stock or other securities of the Company, or any similar, unusual or extraordinary corporate transaction in respect of the common stock. Unless otherwise expressly provided in the applicable award agreement, upon (or, as may be necessary to effect the adjustment, immediately prior to) any change-in-control-type event, the plan administrator shall equitably and proportionately adjust the

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performance standards applicable to any then-outstanding performance-based awards to the extent necessary to preserve (but not increase) the level of incentives intended by the 2012 Plan and the then-outstanding performance-based awards.
Awards Available for Grant
Awards under the 2012 Plan may be in the form of non-qualified and incentive (qualified) stock options, stock appreciation rights, stock bonuses, restricted stock, performance stock, stock units, phantom stock, dividend equivalents, cash awards, rights to purchase or acquire shares, or similar securities with a value related to our common stock. Awards may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Company or one of its subsidiaries.
Awards under the 2012 Plan generally will not be transferable other than by will or the laws of descent and distribution, though the plan administrator may permit awards to be exercised by and settled, or otherwise transferred, under certain conditions or in the plan administrator’s discretion.

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

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total stockholder return;
net revenue;
revenue growth;
operating income (before or after taxes);
net earnings (before or after interest, taxes, depreciation and/or amortization);
return on equity or on assets or on net investment;
cost containment or reduction;
property earnings (before interest, taxes, depreciation and/or amortization);
adjusted earnings (before interest, taxes, depreciation and/or amortization);
reduction in corporate expenses;
customer service scores; or
any combination thereof.

Performance-based awards may provide for performance targets to be adjusted to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or other extraordinary events not foreseen at the time the targets were set. The applicable performance measurement period may not be less than three months nor more than 10 years.
Corporate Transactions
Generally, and subject to limited exceptions set forth in the 2012 Plan, if we dissolve or undergo certain corporate transactions such as a merger, business combination, consolidation, or other reorganization; an exchange of our common stock; a sale of substantially all of our assets; or any other event in which we are not the surviving entity, all awards then-outstanding under the 2012 Plan will become fully vested or paid, as applicable, and will terminate or be terminated in such circumstances, unless the plan administrator provides for the assumption, substitution or other continuation of the award. The plan administrator may also make provision for a cash payment in settlement of awards upon such events. The plan administrator may adopt such valuation methodologies for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, stock appreciation rights or similar rights, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the award.
The plan administrator also has the discretion to establish other change in control provisions with respect to awards granted under the 2012 Plan. For example, the plan administrator could provide for the acceleration of vesting or payment of an award in connection with a corporate event that is not described above and provide that any such acceleration shall be automatic upon the occurrence of any such event.
Amendment; Repricing
Our Board may amend or terminate the 2012 Plan at any time, but no amendment or termination may, without participant consent, impair the rights of such participant in any material respect under any award previously granted. Plan amendments will be submitted to stockholders for their approval as required by applicable law or any applicable listing agency. The 2012 Plan permits the plan administrator, without stockholder approval, to reprice (by amendment or other written instrument) an outstanding stock option or stock appreciation right by reducing the exercise price or base price of the award or cancel, exchange or surrender an outstanding stock option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the award.
Clawback/Forfeiture
Unless an award agreement provides otherwise, in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the securities laws that reduces the amount payable or due in respect of an award under the 2012 Plan that would have been earned had the financial results been properly reported, the award will be cancelled and the participant will forfeit the cash or shares received or payable on the vesting,

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exercise or settlement of the award and proceeds of the sale, gain or other value realized on the vesting or exercise of the award or the shares of common stock acquired in respect of the award (and the participant may be required to return or pay such shares or amount to the Company). If, after a termination by a participant from employment or services with the Company and its subsidiaries, the plan administrator determines that the Company or any of its subsidiaries had grounds to terminate such participant for “Cause” (as defined in the 2012 Plan), then (1) any outstanding award held by such participant may be cancelled without payment therefor and (2) the plan administrator may require the participant to forfeit and pay over to the Company, on demand, all or any portion of the compensation, gain or other value realized upon the exercise of any option or stock appreciation right, or the subsequent sale of shares of common stock acquired upon exercise of such option or stock appreciation right and the value realized on the vesting, payment or settlement of any other award during the period following the date of the conduct constituting cause. To the extent required by applicable law and/or the rules of any exchange or inter-dealer quotation system on which shares of common stock are listed or quoted, or if so required pursuant to a written policy adopted by the Company (as in effect and/or amended from time to time), awards under the 2012 Plan shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into the 2012 Plan and all outstanding award agreements).

Securities Laws
The 2012 Plan is intended to conform with all of provisions of the Securities Act of 1933, as amended (the “Securities Act”) , and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including, without limitation, Rule 16b-3. The 2012 Plan will be administered, and awards will be granted and may be exercised and/or paid, only in such a manner as to conform to such laws, rules and regulations.
U.S. Federal Income Tax Consequences
The following is a general summary of the material U.S. federal income tax consequences of the grant, exercise and vesting of awards under the 2012 Plan and the disposition of shares acquired pursuant to exercise or settlement of such awards and is intended to reflect the current provisions of the Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. This summary assumes that all awards described in the summary are exempt from, or comply with, the requirement of Section 409A of the Code. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.
Options
The Code requires that, for treatment of an option as an incentive stock option, shares acquired through exercise of an incentive stock option cannot be disposed of before the later of (1) two years from grant or (2) one year from exercise. Holders of incentive stock options will generally incur no federal income tax liability at the time of grant or exercise. However, the spread at exercise will be an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before the above-mentioned holding periods, the difference between the exercise price and the amount realized upon disposition of the shares will be long-term capital gain or loss. Assuming both holding periods are satisfied, no deduction will be allowed to us for federal income tax purposes in connection with the grant or exercise of the incentive stock option. If the holder of shares acquired through exercise of an incentive stock option disposes of those shares within the holding periods, the participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the fair market value of the share on the exercise date or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by us for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those sections. Finally, if an incentive stock option becomes first exercisable in any year for shares having an aggregate value in excess of $100,000 (based on the grant date value), the portion of the incentive stock option in respect of those excess shares will be treated as a non-qualified share option for federal income tax purposes.

No income will be realized by a participant upon grant of an option that does not qualify as an incentive stock option (“a nonqualified option”). Upon exercise of a non-qualified option, the participant will recognize ordinary compensation income equal to the excess, if any, of the fair market value of the underlying exercised shares over the option exercise price paid at the time of exercise, and the participant’s tax basis will equal the sum of the compensation income recognized and the exercise price. We will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those sections.

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In the event of a sale of shares received upon the exercise of a non-qualified option, any appreciation or depreciation after the exercise date generally will be taxed as capital gain or loss and will be long-term gain or loss if the holding period for such shares is more than one year.
Stock Appreciation Rights
No income will be realized by a participant upon grant of a stock appreciation right. Upon exercise, the participant will recognize ordinary compensation income equal to the fair market value of the payment received in respect of the stock appreciation right. We will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those sections.

Restricted Stock
A participant will not be subject to tax upon the grant of an award of restricted stock unless the participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. No election under Section 83(b) of the Code or any similar law shall be made without the prior written consent of the Committee. On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will have taxable compensation equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any, unless the participant made an election under Section 83(b) of the Code to be taxed at the time of grant. If the participant made an election under Section 83(b), the participant will have taxable compensation at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the participant paid for such shares, if any. If the election is made, the participant will not be allowed a deduction for amounts subsequently required to be returned to the Company. (Special rules apply to the receipt and disposition of restricted stock received by officers and directors who are subject to Section 16(b) of the Exchange Act). The Company will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.
Restricted Stock Units
A participant will not be subject to tax upon grant of a restricted stock unit. Rather, upon delivery of shares or cash pursuant to an RSU, the participant will have taxable compensation equal to the fair market value of the number of shares (or the amount of cash) the participant actually receives with respect to the restricted stock unit. The Company will be able to deduct the amount of taxable compensation for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Other Stock-Based Awards
In general, a participant will not be subject to tax on the date of grant of another stock-based award. In general, the compensation that the participant receives pursuant to another stock-based award will be subject to tax on the date that the participant becomes vested in such award at ordinary income tax rates.
Section 162(m)
In general, Section 162(m) of the Code denies a publicly held corporation a deduction for U.S. federal income tax purposes for compensation in excess of $1,000,000 per year per person to its chief executive officer and three other officers whose compensation is required to be disclosed in its proxy statement (excluding the chief financial officer), subject to certain exceptions. The 2012 Plan is intended to satisfy an exception from Section 162(m) with respect to grants of options and stock appreciation rights. In addition, the 2012 Plan is designed to permit certain awards of restricted stocks, stock units and other awards (including cash bonus awards) to qualify under the “performance-based compensation” exception to Section 162(m) of the Code.

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New Plan Benefits
The following individuals and groups of individuals have received the following grants under the 2012 Plan since January 1, 2014:
Name
Title
 
Restricted Stock Units Granted (#)
 
Stock Options Granted (#)
Gary W. Loveman
President and Chief Executive Officer
 
76,000

 
185,778

Donald Colvin
Executive Vice President and Chief Financial Officer
 
10,500

 
25,668

Thomas M. Jenkin
Global President of Destination Markets
 
36,000

 
88,000

Tariq Shaukat
Executive Vice President and Chief Commercial Officer
 
215,644

 
64,167

Timothy Donovan
Executive Vice President, General Counsel and Chief Regulatory and Compliance Officer
 
115,697

 
51,334

Executive Officers as a Group (11 persons)
 
 
1,012,155

 
1,546,230

Non-Executive Directors as a Group (9 persons)
 
 
12,822

 
14,361

Non-Executive Employees as a Group (409 persons)
 
 
1,985,340

 
940,179



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

Outstanding Awards

The following table shows, as of December 31, 2014, information regarding outstanding awards available under our compensation plans (including individual compensation arrangements) under which our equity securities may be delivered:
Plan Category
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
 
Weighted-average exercise price of outstanding options, warrants and rights (b)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) (c)
Equity compensation plans approved by security holders
11,211,000

 
$12.07
 
3,351,730










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PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of our board is responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2015 and the Board recommends that our stockholders ratify the appointment of Deloitte & Touche LLP at the annual meeting.
Deloitte & Touche LLP has audited our financial statements since 2002.
Representatives of Deloitte & Touche LLP will be present at the annual meeting. They will have the opportunity to make a statement if they desire to do so, and we expect that they will be available to respond to appropriate questions.
Ratification of the appointment of Deloitte & Touche LLP requires affirmative votes from the holders of a majority of the shares present in person or represented by proxy at the annual meeting and entitled to vote. If the Company’s stockholders do not ratify the appointment of Deloitte & Touche LLP, the Audit Committee will reconsider the appointment and may affirm the appointment or retain another independent accounting firm. Even if the appointment is ratified, the Audit Committee may in the future replace Deloitte & Touche LLP as our independent registered public accounting firm if it is determined that it is in the Company’s best interests to do so.
THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015.

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AUDIT MATTERS
Services provided to the Company and its subsidiaries by Deloitte & Touche LLP for the year ended December 31, 2014 are described below.
Fees and Services
The following table summarizes the aggregate fees paid or accrued by the Company to Deloitte & Touche LLP during 2014 and 2013 :  
 
 
2014
 
2013
 
 
(in thousands)
Audit Fees (a)
 
$
31,657.2

 
$
17,545.0

Audit-Related Fees (b)
 
3,919.1

 
96.0

Tax Fees (c)
 
821.6

 
207.1

Other
 

 

Total
 
$
36,397.9

 
$
17,848.1

____________________
(a)
Audit Fees —Fees for audit services billed in 2014 and 2013 consisted of:   
Audit of the Company’s annual financial statements, including the audits of the various subsidiaries conducting gaming operations as required by the regulations of the respective jurisdictions;
Sarbanes-Oxley Act, Section 404 attestation services;
Reviews of the Company’s quarterly financial statements; and
Comfort letters, statutory and regulatory audits, consents, and other services related to SEC matters.

Audit fees in 2014 include $7.5 million related to Growth Partners, which is a variable interest entity consolidated by the Company. Although these amounts are included in the consolidated financial statements of the Company, the Audit Committee of CAC retains approval authority over fees incurred related to Growth Partners.
(b)
Audit-Related Fees —Fees for audit-related services billed in 2014 and 2013 consisted of:
Quarterly revenue and compliance audits performed at certain of our properties as required by state gaming regulations;
Internal control reviews; and
Agreed-upon procedures engagements.

(c)
Tax Fees —Fees for tax services paid in 2014 and 2013 consisted of tax compliance and tax planning and advice:
Fees for tax compliance services totaled $698,374 and $77,182 in 2014 and 2013 , respectively. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute, and obtain government approval for amounts to be included in tax filings and consisted of:
i.
Federal, state, and local income tax return assistance;
ii.
Requests for technical advice from taxing authorities; and
iii.
Assistance with tax audits and appeals.
Fees for tax planning and advice services totaled $123,188 and $129,872 in 2014 and 2013 , respectively. Tax planning and advice are services rendered with respect to proposed transactions or that alter a transaction to obtain a particular tax result. Such services consisted of:
i.
Tax advice related to structuring certain proposed mergers, acquisitions, and disposals;
ii.
Tax advice related to the alteration of employee benefit plans; and
iii.
Tax advice related to an intra-group restructuring.

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2014
 
2013
Ratio of Tax Planning and Advice Fees to Audit Fees, Audit-Related Fees, and Tax Compliance Fees
 
0.003:1
 
0.01:1

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

Policy on Audit Committee Pre-Approval
The services performed by Deloitte & Touche LLP in 2014 and 2013 were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee at its February 26, 2003 meeting. This policy describes the permitted audit, audit-related, tax, and other services that Deloitte & Touche may perform. Any requests for audit services must be submitted to the Audit Committee for specific pre-approval and cannot commence until such approval has been granted. Except for such services which fall under the de minimis provision of the pre-approval policy, any requests for audit-related, tax, or other services also must be submitted to the Audit Committee for specific pre-approval and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings. However, the authority to grant specific pre-approval between meetings, as necessary, has been delegated to the Chairperson of the Audit Committee. The Chairperson must update the Audit Committee at the next regularly scheduled meeting of any services that were granted specific pre-approval.
In addition, although not required by the rules and regulations of the SEC, the Audit Committee generally requests a range of fees associated with each proposed service. Providing a range of fees for a service incorporates appropriate oversight and control of the independent auditor relationship, while permitting the Company to receive immediate assistance from the independent auditor when time is of the essence.
The policy contains a de minimis provision that operates to provide retroactive approval for permissible non-audit, tax, and other services under certain circumstances. The provision allows for the pre-approval requirement to be waived if all of the following criteria are met:
1.
The service is not an audit, review, or other attest service;
2.
The estimated fees for such services to be provided under this provision do not exceed a defined amount of total fees paid to the independent auditor in a given fiscal year;
3.
Such services were not recognized at the time of the engagement to be non-audit services; and
4.
Such services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee or its designee.
No fees were approved under the de minimis provision in 2014 or 2013 .


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OTHER MATTERS

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

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EXECUTIVE OFFICERS

Executive officers are elected annually and serve at the discretion of our Board of Directors and hold office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers. Gary Loveman serves as Chairman of the Board, Chief Executive Officer and President. His business experience is discussed above in “Proposal 1 - Election of Directors - Nominees (Whose Terms, if Elected, Will Expire at the 2018 Annual Meeting) .” Mark Frissora serves as Director and Chief Executive Office Designate. His business experience is discussed above in “Proposal 1 - Election of Directors - Class II Directors (Current Term Will Expire at the 2017 Annual Meeting) .” Other executive officers and their ages as of the date of this proxy statement are:
Name
 
  
Age
 
Position
Janis Jones Blackhurst
  
66
 
Executive Vice President, Communications and Government Relations
Timothy Donovan
  
59
 
Executive Vice President, General Counsel and Chief Regulatory and Compliance Officer
Eric Hession (1)
 
40
 
Executive Vice President and Chief Financial Officer
Thomas Jenkin
  
60
 
Global President of Destination Markets
Gregory Miller
 
54
 
Executive Vice President, Domestic Development
Bob Morse
 
59
 
President of Hospitality
Tariq Shaukat
 
42
 
Executive Vice President and Chief Commercial Officer
Mary Thomas
  
48
 
Executive Vice President, Human Resources
Steven Tight
 
59
 
President, International Development
____________________
(1) Mr. Hession, the Company’s Senior Vice President and Treasurer in 2014, assumed the role of Executive Vice President, Chief Financial Officer and Treasurer effective January 1, 2015. As of February 19, 2015 he assumed the role of Executive Vice President and Chief Financial Officer.
Ms. Jones-Blackhurst became our Executive Vice President, Communications and Government Relations in November 2011. She served as Senior Vice President of Communications and Government Relations from November 1999 to November 2011. Prior to joining Caesars, Ms. Blackhurst served as Mayor of Las Vegas from 1991 to 1999
Mr. Donovan  became our Executive Vice President in November 2011, General Counsel in April 2009 and our Chief Regulatory and Compliance Officer in January 2011. He served as Senior Vice President from April 2009 to November 2011. Prior to joining us, Mr. Donovan served as Executive Vice President, General Counsel and Corporate Secretary of Republic Services, Inc. from December 2008 to March 2009 after a merger with Allied Waste Industries, Inc., where he served in the same capacities from April 2007 to December 2008. Mr. Donovan earlier served as Executive Vice President-Strategy & Business Development and General Counsel of Tenneco, Inc. from July 1999 to March 2007. He also serves on the board of directors of John B. Sanfilippo & Son, Inc.
Mr. Hession currently serves as our Executive Vice President and Chief Financial Officer. He became our Executive
Vice President, Chief Financial Officer and Treasurer on January 1, 2015. He also served as our Senior Vice President and Treasurer from November 2011 to December 2014, as our Vice President of Finance and Treasurer from February 2011 until
November 2011 and as our Vice President of Corporate Finance from August 2009 until February 2011.
Mr. Jenkin  became our Global President of Destination Markets in May 2013. He served as President of Operations from November 2011 through May 2013. He served as Western Division President from January 2004 through November 2011. He served as Senior Vice President-Southern Nevada from November 2002 to December 2003 and Senior Vice President and General Manager-Rio from July 2001 to November 2002. He currently serves on the board of directors of Enjoy S.A.
Mr. Miller became our Executive Vice President of Domestic Development in August 2013. Prior to his current role, he served as Senior Vice President of Domestic Development from May 2012 through August 2013. He served as Senior Vice President of Resort Development from February 2009 through April 2012. He previously served as the Vice President of Property Development from September 2004 through January 2009.

Mr. Morse became our President of Hospitality in April 2014. Prior to joining us, Mr. Morse served as Senior Vice President and Chief Operating Officer of The Americas region of IHG (InterContinental Hotels Group) PLC from February 2012 through April 2014. He joined IHG from Noble Investment Group, a leading lodging and hospitality investment organization, where he formerly served as managing principal and Chief Operating Officer from 2005 through 2012.

29


Mr. Shaukat became our Executive Vice President and Chief Commercial Officer in October 2014. Prior to his current role, he served as our Executive Vice President and Chief Marketing Officer from March 2012 until October 2014. Prior to joining us, Mr. Shaukat was a Principal at McKinsey & Company from July 2009 through March 2012. He also served as Engagement Manager from 2005 to 2007 and as Associate Principal from 2007 to 2009.
Ms. Thomas  became our Executive Vice President, Human Resources in November 2011. She served as our Senior Vice President, Human Resources from January 2006 to November 2011. Prior to joining us, Ms. Thomas served as Senior Vice President-Human Resources North America for Allied Domecq Spirits & Wines from October 2000 to December 2005.
Mr. Tight became our President, International Development in July 2011. Prior to joining us, Mr. Tight served as Chief Executive Officer of Aquiva Development from August 2008 to August 2009 and Chief Executive Officer of Al Sharq Investment from December 2004 to July 2008. Mr. Tight earlier served as Senior Vice President International Development for the Walt Disney Company from 2000 to 2004 and as their Vice President of Business Development from 1997 to 1999 and Vice President of Finance from 1993 to 1996.









30



EXECUTIVE COMPENSATION
Compensation Risk Assessment
The HRC has evaluated the Company’s compensation structure from the perspective of enterprise risk management and the terms of the Company’s compensation policies generally. As discussed below, the Company’s executive compensation practices are intended to compensate executives primarily on performance, with a large portion of potential compensation at risk. The HRC has set senior executive compensation with two driving principles in mind: (1) delivering financial results to our stockholders, and (2) ensuring that our customers receive a great experience when visiting our properties. To that end, historically the HRC has set our senior executive compensation so that at least 50% of our senior executives’ total compensation is at risk based on these objectives. In addition, the HRC has the authority to claw back bonuses paid to participants in the event of a termination for cause or material noncompliance resulting in financial restatement by a plan participant. As a result, together with the restrictions placed on the Company by gaming, compliance and other regulations, the HRC does not believe that the Company’s compensation policies and practices provide incentives to take inappropriate business risks.
Compensation Discussion and Analysis
Executive Summary
2014 was highlighted by significant investment in our properties, expansion into new regional markets, and a number of initiatives to enhance the Company’s capital structure. Adjusted EBITDA results for the year were $1,715 million. (This is through December 17th, 2014 as bonus results were dependent on adjusted EBITDA as of that date). Customer satisfaction, measured through our customer surveys, continued to improve reaching record high results for 2014.

The HRC set senior executive compensation with two driving principles in mind: (1) delivering financial results to our stockholders and (2) ensuring that our customers have a great experience when visiting our properties. To that end, historically the HRC set our senior executive compensation so that at least 50% of our senior executives’ total compensation is based on these objectives:

The most significant compensation plan that is directly affected by the attainment of performance goals is our Annual Management Bonus Plan (the “Bonus Plan”). The financial measure for the Caesars Entertainment Corporation 2009 Senior Executive Incentive Plan (the “Senior Executive Incentive Plan”) is EBITDA. The financial measurement used to determine the bonus under the Bonus Plan is Adjusted EBITDA. For select participants with direct influence over cash management, an additional financial metric of cash flow was included in the 2014 bonus score. The non-financial measurement used to determine plan payments for all participants is customer satisfaction, as measured by surveys of our loyalty program (“Total Rewards”) customers taken by a third party.

The 2014 annual cash incentives paid to our named executive officers were based on our Adjusted EBITDA of $1,715 million and customer satisfaction improvement of 2.91%. The 2014 bonus payout was on an accelerated schedule, and therefore, the EBITDA and total service results used for bonus results were based on results through December 17th, 2014. EBITDA results did not reach 85% of plan, which is the minimum required for payout. Therefore, the HRC awarded a discretionary bonus at 75 points, within a range of 0 to 200, causing bonuses to be paid at 75% of target bonus opportunity.

The Customer Service Jackpot Bonus Plan functions are measured against the same customer service metric as the Bonus Plan, but require in effect two years’ worth of maximum service performance in a single year. Payout of the Customer Service Jackpot is targeted at 5% of an employee’s base salary for all management. No payments were made under this plan in 2014 to the named executive officers.

Following our IPO, we adopted the Caesars Entertainment Corporation 2012 Performance Incentive Plan, as amended (the “2012 Plan”) and returned to annual equity awards in 2013 and 2014 to maintain a competitive long-term incentive program. In 2014, we granted options and restricted stock units with a target value made up of 55%

31


options and 45% restricted stock units for Messrs. Loveman, Colvin, Jenkin, Donovan, and Shaukat. The equity compensation analysis performed by Towers Watson and the available shares under the plan were considered when determining the mix for each participant. The values of the 2014 options and restricted stock units granted to our Chief Executive Officer were above market median, while the grant value for our other named executive officers were at market median. In addition, our outstanding performance options that vest based on our common stock price being at or above $57.41 were modified in 2013 so that the options vest 50% in each of March 2014 and 2015 regardless of our stock price performance, in order to deliver realizable value without further share usage under our plans. However, if the Company's 30-day trailing average stock price equals or exceeds $57.41 per share prior to the revised vesting dates, the outstanding $57.41 performance options will vest immediately. In January 2015, Mr. Loveman’s CEC equity awards were modified as well. All of Mr. Loveman’s unvested awards, as of June 30, 2015, will vest on that date. See “-Executive Compensation - Grant of Plan-Based Awards Table” for specific vesting details on each grant for Mr. Loveman.

Given the market competitiveness of our salaries, no further increases in salaries for our named executive officers were approved in 2014.

2013 Say on Pay Vote

At the 2013 Annual Meeting, the stockholders approved, on an advisory basis, the Company’s named executive officer compensation. Approximately 96% of the votes cast on the advisory vote on named executive officer compensation proposal were in favor of our named executive officer compensation. Despite this support in favor of our existing executive compensation practices, the HRC continues to design, approve, and evaluate the administration of our compensation plans, policies, and programs. Also in 2013, the stockholders approved, on an advisory basis, holding future advisory votes to approve named executive officer compensation every three years. In light of this voting result on the frequency of future advisory votes to approve named executive officer compensation proposals, the HRC decided that the Company will present future advisory votes to approve named executive officer compensation proposals every three years until the next required vote on the frequency of stockholder votes on named executive officer compensation. Accordingly, we held such a vote at our 2013 Annual Meeting and we currently expect to hold the next future advisory vote to approve named executive officer compensation at the 2016 Annual Meeting. We currently expect the next stockholder vote on the frequency of stockholder votes on named executive officer compensation to also occur at the 2016 Annual Meeting.

Process
Our Human Resources Committee . The HRC serves as our compensation committee with the specific purpose of designing, approving, and evaluating the administration of our compensation plans, policies, and programs. The HRC's role is to ensure that compensation programs are designed to encourage high performance, promote accountability and align employee interests with the interests of our stockholders. The HRC is also charged with reviewing and approving the compensation of the Chief Executive Officer and our other senior executives, including all of the named executive officers. The HRC operates under our Human Resources Committee Charter. The HRC Charter was last updated on February 21, 2013. It is reviewed no less than once per year with any recommended changes presented to our Board for approval.
The HRC currently consists of Kelvin Davis, Marc Rowan and Lynn Swann. The qualifications of the HRC members stem from roles as corporate leaders, private investors, and board members of several large corporations. Their knowledge, intelligence, and experience in company operations, financial analytics, business operations, and understanding of human capital management enables the members to carry out the objectives of the HRC. We have chosen the “controlled company” exception under the NASDAQ rules which exempts us from the requirement that we have a compensation committee composed entirely of independent directors.
In fulfilling its responsibilities, the HRC is entitled to delegate any or all of its responsibilities to a subcommittee of the HRC or to specified executives of Caesars, except that it may not delegate its responsibilities for any matters where it has determined such compensation is intended to comply with the exemptions under Section 16(b) of the Exchange Act.
In February 2009, our Board formed the 162(m) Plan Committee comprised of two members: Lynn Swann and Christopher Williams. The purpose of the 162(m) Plan Committee is to administer the Senior Executive Incentive Plan.     

32


HRC Consultant Relationships . The HRC has the authority to engage services of independent legal counsel, consultants and subject matter experts in order to analyze, review, recommend and approve actions with regard to Board compensation, executive officer compensation, or general compensation and plan provisions. We provide for appropriate funding for any such services commissioned by the HRC. These consultants are used by the HRC for purposes of executive compensation review, analysis, and recommendations. The HRC has engaged and expects to continue to engage external consultants for the purposes of determining Chief Executive Officer and other senior executive compensation. However, with respect to 2014 compensation, the HRC did not engage any consultants. Rather, consultants were engaged by our Human Resources executives, and these consultants helped formulate information that was then provided to the HRC. See “ Role of outside consultants in establishing compensation ” below.
2014 HRC Activity
During five meetings in 2014, as delineated in the Human Resources Committee Charter and as outlined below, the HRC performed various tasks in accordance with their assigned duties and responsibilities, including:
Chief Executive Officer Compensation: reviewed and approved corporate goals and objectives relating to the compensation of the Chief Executive Officer, evaluated the performance of the Chief Executive Officer in light of these approved corporate goals and objectives and relative to peer group, evaluated and awarded the equity compensation and annual bonus of the Chief Executive Officer based on such evaluation.
Other Senior Executive Officer Compensation: set base compensation and annual bonus compensation (other than for those executives that receive bonuses under the Senior Executive Incentive Plan), and awarded equity compensation for all senior executives, which included an analysis relative to our competition peer group.
Director Compensation: set base compensation and awarded equity compensation for non-management directors, which included a review of our practices against peers both in the gaming industry and outside the gaming industry.
Executive Compensation Plans: reviewed status of various executive compensation plans, programs, and incentives, including the Bonus Plan, our various deferred compensation plans, our various equity plans and amendments to plans.
Equity Compensation Plans: approved implementation of an annual equity grant program under the 2012 Plan, and awarded equity compensation to certain employees.
Talent Succession: reviewed and evaluated the succession plans relating to the Chief Executive Officer and other executive officer positions; approved the Chief Executive Officer succession plan (early 2015).
Role of Human Resources Committee. The HRC has sole authority in setting the material compensation of our senior executives, including base pay, incentive pay (other than those executives that receive bonuses under the Senior Executive Incentive Plan, whose compensation under that plan is determined by the Section 162(m) Plan Committee) and equity awards. The HRC receives information and input from our senior executives and outside consultants (as described below) to help establish these material compensation determinations, but the HRC is the final arbiter on these decisions.  
Role of Company executives in establishing compensation . When determining the pay levels for the Chief Executive Officer and our other senior executives, the HRC solicits advice and counsel from internal and external resources. Internal Company resources include the Chief Executive Officer, Executive Vice President, Human Resources, and Vice President of Compensation. The Executive Vice President, Human Resources is responsible for developing and implementing our business plans and strategies for all company-wide human resource functions, as well as day-to-day human resources operations. The Vice President of Compensation is responsible for the design, execution, and daily administration of our compensation and leadership services operations. Both of these Human Resources executives attend the HRC meetings, at the request of the HRC, and act as a source of informational resources and serve in an advisory capacity. The Corporate Secretary is also in attendance at each of the HRC meetings and oversees the legal aspects of our executive compensation and benefit plans, updates the HRC regarding changes in laws and regulations affecting our compensation policies, and records the minutes of each HRC meeting. The Chief Executive Officer also attends HRC meetings.

33


In 2014, the HRC communicated directly with the Chief Executive Officer and Human Resources executives in order to obtain external market data, industry data, internal pay information, individual and our performance results, and updates on regulatory issues. The HRC also delegated specific tasks to Human Resources executives to facilitate the decision making process and to assist in the finalization of meeting agendas, documentation, and compensation data for HRC review and approval.
The Chief Executive Officer annually reviews the performance of our senior executives and, based on these reviews, recommends to the HRC compensation for all senior executives, other than his own compensation. The HRC, however, has the discretion to modify the recommendations and makes the final decisions regarding material compensation to senior executives, including base pay, incentive pay (other than those executives that receive bonuses under the Senior Executive Incentive Plan), and equity awards.
Role of outside consultants in establishing compensation . Our internal Human Resources executives regularly engage outside consultants to provide advice related to our compensation policies. Standing consulting relationships are held with several global consulting firms specializing in executive compensation, human capital management, and board of director pay practices. During 2014, the services performed by consultants that resulted in information provided to the HRC are set forth below:
1.
Towers Watson provided us with advice regarding our annual equity program and external benchmarking.
2.
Mercer Investment Consulting was retained by the Savings & Retirement Plan (401k) and Executive Deferred Compensation Plan Investment Committees to advise these committees on investment management performance, monitoring, investment policy development, and investment manager searches.
3.
Stoel Rives LLP was retained by the Savings & Retirement Plan (401k) Administrative Committee to advise this committee on plan design, compliance and operational consulting for our qualified defined contribution plan.
The consultants provided the information described above to our Human Resources executives to help formulate information that is then provided to the HRC. The fees paid to Stoel Rives LLP in 2014 were $382,392 for the 401(k) Plan. For 401(k), Mercer switched to a discretionary consulting model in late 2013, and therefore, the fees for investment consulting are a part of the investment management fees paid by the plan. No direct fees are paid to Mercer Investment Consulting from Caesars. For the Executive Deferred Compensation Plans, the fees paid to Mercer Investment Consulting in 2014 are $70,192. The fees paid to Towers Watson were $9,795.
The HRC has determined that the work of Towers Watson, Mercer Investment Consulting and Stoel Rives LLP did not raise any conflicts of interest in fiscal 2014. In making this assessment, the HRC considered that neither Towers Watson, Mercer Investment Consulting nor Stoel Rives LLP provided any other services to the Company unrelated to executive compensation and the other factors enumerated in Rule 10C-1(b) under the Exchange Act.
Objectives and Philosophy of Compensation Programs
Our executive compensation program is designed to achieve the following objectives:
align our rewards strategy with our business objectives, including enhancing stockholder value and customer satisfaction;
support a culture of strong performance by rewarding employees for results;
attract, retain and motivate talented and experienced executives; and  
foster a shared commitment among our senior executives by aligning our and their individual goals.
These objectives are ever present and are at the forefront of our compensation philosophy and all compensation design decisions.
Our compensation philosophy provides the foundation upon which all of our compensation programs are built. Our goal is to compensate our executives with a program that rewards loyalty, results-driven individual performance, and dedication to the organization’s overall success. These principles define our compensation philosophy and are used to align our compensation programs with our business objectives. Further, the HRC

34


specifically outlines in its charter the following duties and responsibilities in shaping and maintaining our compensation philosophy:
assess whether the components of executive compensation support our culture and business goals;
consider the impact of executive compensation programs on stockholders;
consider issues and approve policies regarding qualifying compensation for executives for tax deductibility purposes;
approve the appropriate balance of fixed and variable compensation; and
approve the appropriate role of performance based and retention based compensation.
Our executive compensation programs are structured to reward our executives for their contributions in achieving our mission of providing outstanding customer service and attaining strong financial results, as discussed in more detail below. Our executive compensation policy is designed to attract and retain high caliber executives and motivate them to superior performance for the benefit of our stockholders.
Various Company policies are in place to shape our executive pay plans, including:
salaries are linked to competitive factors, internal equity, and can be increased as a result of successful job performance;
our annual bonus programs are competitively based and provide incentive compensation based on our financial performance and customer service scores;
long-term incentives are tied to enhancing stockholder value and to our financial performance; and
qualifying compensation paid to senior executives is designed to maximize tax deductibility, where possible.

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

Compensation Program Design Emphasizes Variable and At Risk Compensation

The executive compensation program is designed with our executive compensation objectives in mind and is comprised of fixed and variable pay plans, cash and non-cash plans, and short and long-term payment structures in order to recognize and reward executives for their contributions to our Company today and in the future. The impact of individual performance on compensation is reflected in base pay merit increases, setting the Bonus Plan payout percentages as compared to base pay, and the amount of equity awards granted. The impact of our financial performance and customer satisfaction is reflected in the calculation of the annual bonus payment and the intrinsic value of equity awards. Supporting a performance-based culture and providing compensation that is directly linked to outstanding individual and overall financial results is at the core of our compensation philosophy and human capital management strategy.
The table below reflects our short-term and long-term executive compensation programs during 2014:
 
Short-term                                                                                  
 
 
Long-term                                                                                      
 
Fixed and Variable Pay
 
Variable Pay
Base Salary
 
Equity Awards - Options and Restricted Stock Units
Senior Executive Incentive Plan (employing the goals under the Annual Management Bonus Plan)
 
Executive Supplemental Savings Plan II
Customer Service Jackpot Plan
 
 
_________________________

35


Market Review and Competitiveness
We periodically assess and evaluate the internal and external competitiveness for all components of our executive compensation program. Internally, we look at critical and key positions that are directly linked to our profitability and viability. We review our compensation structure to determine whether the appropriate hierarchy of jobs is in place with appropriate ratios of Chief Executive Officer compensation to other senior executive compensation. We believe the appropriate ratio of Chief Executive Officer cash compensation compared to other senior executives ranges from 2.51:1 on the low end to 7.13:1 on the high end. These ratios are merely a reference point for the HRC in setting the compensation of our Chief Executive Officer, and were set after reviewing the job responsibilities of our Chief Executive Officer versus other senior executives and a gaming peer group. Internal equity is based on both quantitative and qualitative job evaluation methods, including span of control, required skills and abilities, long-term career growth opportunities as well as relevant comparative financial and non-financial job metrics. Externally, benchmarks are used to provide guidance and to improve our ability to attract, retain, and recruit talented senior executives. Due to the highly competitive nature of the gaming industry, as well as the competitiveness across industries for talented senior executives, it is important for our compensation programs to provide us the ability to internally develop executive talent, as well as recruit highly qualified senior executives.
The overall design of the executive compensation program and the elements thereof is a culmination of years of development and compensation plan design adjustments. Each year the plans are reviewed for effectiveness, competitiveness, and legislative compliance. The current plans have been put into place with the approval of the HRC and in support of the principles of the compensation philosophy and objectives of our pay practices and policies.
In 2009, our Human Resources department conducted a review of compensation practices of competitors in the gaming industry and our Human Resources department continued to review and update the analysis in 2010, 2011, 2013, and 2014. The review covered a range of senior roles, including those of our named executive officers and board of directors, and competitive practices relating to cash compensation. The findings of the peer group analysis were presented to the HRC when reviewing cash compensation for our executives. As a result of this review, the HRC believes that the current compensation program adequately compensates and provides incentive to our executives. The companies comprising our peer group for 2014 were:

Boyd Gaming Corporation
Penn National Gaming, Inc.
Isle of Capri Casinos, Inc.
Station Casinos, Inc.
Las Vegas Sands Corp.
Pinnacle Entertainment, Inc.
MGM Resorts International
Wynn Resorts, Limited
In 2013, we engaged Towers Watson to provide a review of equity compensation practices and the outcome of this review was used to provide guidance in the development of the annual equity grant program. Given the structure of our Company, with operations throughout the United States and internationally, the review covered equity grant practices of a broad range of companies of comparable size and geographic scope, and was not limited to peers in the gaming industry with a smaller geographic reach. Below is the list of the 168 companies used in the review:
Advanced Micro Devices
DTE Energy
Mattel
Agilent Technologies
Eastman Chemical
McGraw-Hill
Air Products and Chemicals
eBay
MeadWestvaco
Ally Financial
Ecolab
MGM Resorts International
Ameren
Eisai Co., Ltd.
Micron Technology
American Family Insurance
Elsevier
MidAmerican Energy
AMERIGROUP
EnCana Oil & Gas USA
MillerCoors
Ameriprise Financial
Energy Future Holdings
Momentive Specialty Chemicals
Amway
Entergy
Monsanto
Anixter International
Epson
Mosaic
APL
Estee Lauder
Motorola Solutions
Arkema
Federal-Mogul
Mylan

36


Ashland
First Data
Newmont Mining
Atos IT Solutions and Services
Franklin Resources
Newport News Shipbuilding
Automatic Data Processing
Genworth Financial
Nordstrom
Ball
Gilead Sciences
Norfolk Southern
BB&T
Goodrich
Novo Nordisk Pharmaceuticals
BBC Worldwide
Greyhound Lines
NRG Energy
BD (Becton Dickinson)
Grupo Ferrovial
Office Depot
BJ’s Wholesale Club
Guardian Life
OfficeMax
BorgWarner
HD Supply
Omnicare
Boston Scientific
Health Net
Oshkosh
C.H. Robinson Worldwide
Hearst
Pearson Group
Cablevision Systems
Henry Schein
Performance Food Group
Calpine
Hershey
PetSmart
Celanese Americas
Hertz
Platts
Celestica
Hilton Worldwide
Potash
CenterPoint Energy
Hormel Foods
Praxair
CEVA Logistics
Huntington Ingalls Industries
Principal Financial Group
Clear Channel Communications
Huntsman
Progress Energy
Cliffs Natural Resources
Inchcape
Providence Health & Services
CMS Energy
Interpublic Group of Companies
Public Service Enterprise Group
Coca-Cola Enterprises
Jacobs Engineering
Purolator Inc.
Corning
KBR
Quest Diagnostics
Covidien
Kinder Morgan
QVC
Crown Holdings
Lend Lease
R.R. Donnelley
CSX
Liberty Global
Reed Business Information
Dana Corp
Limited
Reed Elsevier
Darden Restaurants
Lincoln Financial
Reed Exhibitions
Devon Energy
Lorillard Tobacco
Regions Financial
Dignity Health
Luxottica Group
Reynolds American
Dollar Tree
Marsh & McLennan
RGA Reinsurance Group
Dow Corning
Masco Corporation
Rockwell Automation
DSM Nutritional Products
MasterCard
Royal Caribbean Cruises
Ryder System
Targa Resources
URS Energy & Construction
S.C. Johnson & Son
Tenet Healthcare
Vestas - American Wind Technology
SAIC
Tennessee Valley Authority
VF
Seagate Technology
Terex
Visa
Sempra Energy
Textron
Visteon
Sherwin-Williams
Thermo Fisher Scientific
Viterra
Solvay America
TransCanada
Weyerhaeuser
SSAB
Transocean
Whole Foods Market
Stanley Black & Decker
UGI
Williams Companies
Starbucks Coffee
Univar
Xcel Energy
State Street
Unum Group
XL Group
Stryker
URS
 
SunTrust Banks
 
 

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Elements of Active Employment Compensation and Benefits
The total direct compensation mix for each named executive officer varies. For our Chief Executive Officer, the allocation for 2014 was 44% for base salary and 56% for annual bonus. For the other named executive officers in 2014, the average allocation was 65% for base salary and 35% for annual bonus. Each compensation element is considered individually and as a component within the total compensation package. In reviewing each element of our senior executives’ compensation, the HRC reviews peer data, internal and external benchmarks, our performance over the calendar year (as compared to our internal plan as well as compared to other gaming companies) and the executive’s individual performance. Prior compensation and wealth accumulation is considered when making decisions regarding current and future compensation; however, it has not been a decision point used to cap a particular compensation element.  
Peer Group Data
We and the HRC review the compensation of our named executive officers against our peer groups. The table below shows the amounts paid for our named executive officers in 2014 and the Peer Group Median for each category of compensation, as measured in 2013 for the 2014 SEC filings, the latest data available for the peer group.
 
Base Salary
 
Option Awards
 
 
 
Stock Units or Awards
 
Non-Equity Incentive Plan Compensation
 
All Other Compensation
 
Paid($)
 
Peer Group Median($)
 
Paid($)
 
Peer Group Median($)
 
Paid($)
 
Peer Group Median($)
 
Paid($)
 
Peer Group Median($)
 
Paid($)
 
Peer Group Median($)
Gary Loveman,
1,900,000

 
1,100,000

 
6,025,403

 
505,859

 
20,799,680

 
2,699,586

 
2,437,500

 
948,687

 
1,488,158

 
355,191

President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Donald Colvin,
700,000

 
623,580

 
263,595

 
95,193

 
672,390

 
725,529

 
250,000

 
430,889

 
30,149

 
38,127

Executive Vice President and Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Thomas Jenkin,
1,200,000

 
943,461

 
903,742

 
220,680

 
1,712,480

 
1,089,292

 
525,000

 
495,656

 
32,598

 
51,309

Global President of Destination Markets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tariq Shaukat,
700,000

 
1,228,462

 
658,982

 
150,884

 
1,405,975

 
1,237,859

 
475,000

 
2,325,792

 
18,262

 
78,085

Executive Vice President and Chief Commercial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Timothy Donovan,
700,000

 
525,721

 
527,190

 

 
1,094,780

 
375,906

 
500,000

 
168,418

 
26,039

 
37,065

Executive Vice President, General Counsel and Chief Regulatory & Compliance Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mr. Loveman's base salary is above the median and is a reflection of our position as one of the world's largest gaming companies. Additionally, several of Mr. Loveman's peers are significant shareholders of their respective companies and, therefore, choose to receive a reduced base salary; this does not apply to Mr. Loveman. Mr. Colvin’s base salary was in line with the peer group median. Messrs. Jenkin's and Donovan's base salaries are above the peer group median but this is a reflection of our position as one of the world's largest gaming companies

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with operations larger than the average size for our industry. Mr. Shaukat’s base salary is lower than the peer group median but this is a reflection of the Chief Commercial Officer position not being a required position to report on, and therefore, the competitive set is limited. In 2014, we continued our annual equity program awarding a mix of stock options and restricted stock units to our leadership population, which all of our named executive officers participated in. The Option Awards and Stock Units figures in the above table reflect grant date fair value of the awards granted during 2014. With respect to non-equity incentive plan compensation, our Senior Executive Incentive Plan (for Messrs. Loveman, Colvin, Jenkin, Shaukat, and Donovan) is a discretionary program based on our financial performance and customer service improvement. Bonus amounts are determined at the sole discretion of the 162(m) Plan Committee (subject to certain plan limitations), with input from the Chief Executive Officer for the other named executive officer's. With respect to all other compensation, costs above peer group median are related to the costs of Mr. Loveman's personal security, aircraft usage and hotel lodging expense while in Las Vegas. See Note 5 of "-Summary Compensation Table."
Elements of Compensation
Base Salary
Salaries are reviewed each year and increases, if any, are based primarily on an executive's accomplishment of various performance objectives and salaries of executives holding similar positions within the peer group, or within our Company. Adjustments in base salary may be attributed to one of the following:
Merit: increases in base salary as a reward for meeting or exceeding objectives during a review period. The size of the increase is directly tied to pre-defined and weighted objectives (qualitative and quantitative) set forth at the onset of the review period. The greater the achievement in comparison to the goals, generally, the greater the increase.
Market: increases in base salary as a result of a competitive market analysis, or in coordination with a long term plan to pay a position at a more competitive level.
Promotional: increases in base salary as a result of increased responsibilities associated with a change in position.
Additional Responsibilities: increases in base salary as a result of additional duties, responsibilities, or organizational change. A promotion may be, but is not necessarily, involved.
Retention: increases in base salary as a result of a senior executive's being recruited by or offered a position by another employer.
All of the above reasons for base salary adjustments for senior executives must be approved by the HRC and are not guaranteed as a matter of practice or in policy. Our Chief Executive Officer and other named executive officers did not receive an increase in base salary in 2014.
Cash Incentive Payments
Senior Executive Incentive Plan and Annual Management Bonus Plan
In December 2008, the Senior Executive Incentive Plan was approved by the HRC and our then sole voting stockholder, to be effective January 1, 2009. The awards granted pursuant to the Senior Executive Incentive Plan are intended to qualify as performance-based compensation under Section 162(m) of the Code. Eligibility to participate in the Senior Executive Incentive Plan is limited to senior executives of Caesars and its subsidiaries who are or at some future date may be, subject to Section 16 of the Exchange Act. The 162(m) Plan Committee set the performance criteria, target percentages, and participants under the Senior Executive Incentive Plan in February 2013. The 162(m) Plan Committee set the bonus target for each participant in the Senior Executive Incentive Plan at 0.5% of the Company's EBITDA for 2014. Subject to the foregoing and to the maximum award limitations, no awards will be paid for any period unless we achieve positive EBITDA. The Senior Executive Incentive Plan is discretionary, including making no payments under the plan.
Messrs. Loveman, Colvin, Jenkin, Donovan, and Shaukat and certain other executive officers participated in the Senior Executive Incentive Plan for 2014. As noted above, the 162(m) Plan Committee has authority to reduce bonuses earned under the Senior Executive Incentive Plan and also has authority to approve bonuses outside of the Senior Executive Incentive Plan to reward executives for special personal achievement.

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It has been the 162(m) Plan Committee's practice to implement its discretion under the Senior Executive Plan (decrease the bonus target of 0.5% of EBITDA) by reference to the achieved performance goals and bonus formulas used under the Bonus Plan discussed below.
The Bonus Plan provides the opportunity for our senior executives and other participants to earn an annual bonus payment based on meeting corporate financial and non-financial goals. The goals may change annually to support our short or long-term business objectives. These goals are set at the beginning of each fiscal year by the HRC. In accordance with the terms of the Bonus Plan, the HRC is authorized to revise the financial goals on a semi-annual basis if external economic conditions indicated that the original goals did not correctly anticipate movements of the broader economy. Based on performance goals set by the HRC each year, there are minimum requirements that must be met in order for a bonus to be provided under the Bonus Plan. Just as bonus payments are increased as performance goals are exceeded, results falling short of goals reduce or eliminate bonus payments. In order for participants in the Bonus Plan to receive a bonus, a minimum attainment of 85% of the financial goals approved by the HRC must be met; however, the HRC has the discretion to award bonuses even if the target threshold is not met.
The Bonus Plan performance criteria, target percentages, and plan awards under the Bonus Plan for the bonus payments for the fiscal year ended December 31, 2014 (paid in 2015) were set in February 2014; however, the HRC continued its past practice of periodically reviewing performance criteria against plan. For the 2014 plan year, the Bonus Plan's goal for our named executive officers and other members of senior management consisted of a combination of Adjusted EBITDA and customer satisfaction improvement, with cash flow incorporated for select participants, other than the named executive officers. Although officers that participated in the Senior Executive Incentive Plan during 2014 do not participate in the Bonus Plan, goals are set for all officers under this plan. The measurement used to gauge the attainment of these goals is called the “corporate score.”

For 2014, financial goals are based on Adjusted EBITDA, representing up to 80% of the corporate score. EBITDA is a common measure of company performance in the gaming industry and as a basis for valuation of gaming companies and, in the case of Adjusted EBITDA, as a measure of compliance with certain debt covenants.

Under the terms of the Bonus Plan, bonus payments are not paid if Adjusted EBITDA is less than 85% of target, which is threshold; however, the HRC has the discretion to award bonuses even if the threshold is not met.

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

In May 2014, the HRC approved an additional metric to the Bonus Plan for select participants with direct influence over cash management. The cash flow metric was not incorporated in the bonus score for any of our named executive officers in 2014. The cash flow metric represents 25% of the bonus score for the corporate participants and 10% of the bonus score for property participants. The metric measures performance against targets approved by the HRC and was incorporated in the plan to reward management for delivering additional liquidity and reducing working capital. Payout is dependent on achievement of the minimum EBITDA plan results.
Non-financial goals consist of one measurement: customer satisfaction. We believe we distinguish ourselves from competitors by providing excellent customer service. Supporting our property team members who have daily interaction with our external customers is critical to maintaining and improving guest service. Customer satisfaction is measured by surveys of our Total Rewards customers taken by a third party. These surveys are taken weekly across a broad spectrum of customers. Customers are asked to rate our casinos' performance using a simple A-B-C-D-F rating scale. The survey questions focus on friendly/helpful and wait time in key operating areas, such as beverage service, slot services, Total Rewards, cashier services and hotel operation services. Each of our casino properties works against an annual baseline defined by a composite of their performance in these key operating areas from previous years. Customer satisfaction comprised 20% of the corporate score for 2014, and the target was set at a 3% change from non-A to A scores for 2014. A minimum 0.6% change from non-A to A scores is required to receive any portion of the customer satisfaction payout. Actual customer satisfaction score for 2014 was 2.9% change in non A to A scores.

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After the corporate score has been determined, a bonus matrix approved by the HRC provides for bonus amounts of participating executive officers and other participants that will result in the payment of a specified percentage of the participant's salary if the target objective is achieved. The target payout percentage for Mr. Loveman is 150% and target payout percentage for Messrs. Colvin, Jenkin, Donovan, and Shaukat is 75%. This percentage of salary is adjusted upward or downward based upon the level of corporate score achievement.
After the end of the fiscal year, the Chief Executive Officer assesses our performance against the financial and customer satisfaction targets set by the HRC. Taking into account our performance against the targets set by the HRC, the Chief Executive Officer will develop and recommend a performance score of 0 to 200 to the HRC. If the minimum of 85% of the financial goal is not met, the performance score is 0. If the threshold of 85% of the financial goal is met but not exceeded, the performance score is 16. To achieve the maximum score of 200 points, the financial performance must meet or exceed 115% of the financial goals and the customer satisfaction score must meet or exceed the 3% shift. A score of 200 results in payment of two times target bonus, while a score of 100 results in payment of target bonus opportunity.
The 2014 corporate score of 75 was approved by the HRC in December 2014. The score was discretionary as Adjusted EBITDA performance did not reach 85% of target. See "-Summary Compensation Table" for actual payouts.
The HRC has the authority under the Bonus Plan to adjust any goal or bonus points with respect to executive officers, including making no payment under the Bonus Plan. These decisions are subjective and based generally on a review of the circumstances affecting results to determine if any events were unusual or unforeseen.
Customer Service Jackpot Plan
Since 2011, the HRC has maintained an incentive plan for all management (including the named executive officers) designed to incent greatly enhanced performance against our customer service metric. The Customer Service Jackpot functions as a supplement to the Bonus Plan and is measured against the same customer service metric as the Bonus Plan. In order to qualify for an award under the Customer Service Jackpot, a property must have a minimum positive shift of non-A to A customer scores of 6.0%, which is double the shift that earns the maximum customer service bonus points in the Bonus Plan, and we consider the Customer Service Jackpot to be an award for the achievement of two years' worth of maximum service performance in a single year. Payout of the Customer Service Jackpot is targeted at 5% of an employee's base salary for all management. No payments were made under this plan in 2014 to the named executive officers. The Customer Service Jackpot has been discontinued for 2015.
Discretionary Bonus Awards
The HRC has the discretion to award special discretionary bonuses to our named executive officers. In November 2014, the HRC awarded Mr. Donovan a special discretionary bonus of $100,000 in recognition of his efforts on the company's behalf on several significant legal matters. Mr. Donovan was the only named executive officer to receive such a discretionary bonus in 2014.
Equity Awards
In 2008, as a result of our reorganization and there being no public market for our common stock, the HRC awarded a “megagrant” equity award with a mix of time based options and performance based options. The megagrant was awarded in lieu of annual equity grants that we had historically awarded like many other public companies. In 2012, the HRC approved a stock option reprice/exchange which allowed employees, service providers and directors holding options granted on or prior to February 9, 2012 and had an exercise price equal to or greater than $20.09 per share to exchange those options on a one-for-one basis for new stock options with an exercise price equal to the fair market value of shares of common stock on the date of the option repricing, except that certain options that vest on or prior to the second anniversary of the option repricing would be exercisable at an exercise price of $20.09 per share until the second anniversary of the option repricing and after such date will have an exercise price equal to the fair market value of shares of our common stock on the date of the option repricing.
Eligible participants for the repricing were all employees, directors and service providers of the Company or any of its subsidiaries on the date of the option repricing commenced and remained as such through the date of the option repricing. The exercise price for outstanding time-based options was reduced to $8.22 for options vesting immediately, and $20.09 for options vesting on or before August 21, 2014, at which time the exercise price reverts to

41


the fair market value on grant date of $8.22. All options vesting after the August 21, 2014 date have an exercise price of $8.22. All exchanged time-based options vest at 20% on each of the first four anniversaries of the grant date, with 20% of options vesting immediately. All exchanged two times performance-based options were revised to vest at such time as the Company's 30-day trailing average stock price equals or exceeds $57.41 per share, and all exchanged one and a half times performance-based options were revised to vest at such time as the Company's 30-day trailing average stock price equals or exceeds $35.00 per share. Each replacement option had a ten year term. The 2012 re-pricing was initiated because at the time the stock options held by employees had little or no current value as an incentive to strengthen employee, service provider and director retention. Following the transition back to a public company in 2012, we adopted our 2012 Plan and returned to annual equity awards in 2013 to maintain a competitive long term incentive program.
In December 2013, the HRC approved a change to the $57.41 performance options vesting that applied to all relevant outstanding performance options and required no action from the option holder. The vesting for the outstanding $57.41 performance options was revised to vest 50% of options on March 15, 2014 and 50% of options on March 15, 2015. If the Company's 30-day trailing average stock price equals or exceeds $57.41 per share prior to the revised vesting dates, the outstanding $57.41 performance options will vest immediately. These were granted in our option exchange in 2012 and have an exercise price of $8.22, and the closing stock price on the date of the modification was $20.24.
The HRC acted to secure retention and engagement by amending existing equity grants to enhance their realizable value.  Factors that were considered in modifying the vesting provisions on the $57.41 options included historical equity value realization, market and industry practices, shares usage under our equity plan, the lack of any accounting expense from the modification and historical stock prices.
In January 2015, Mr. Loveman’s equity awards under the “megagrant” were modified to reflect an updated vesting schedule. All of Mr. Loveman’s unvested awards, as of June 30, 2015, will vest on that date. See “-Executive Compensation - Grant of Plan-Based Awards Table” for specific vesting details on each grant under this award for Mr. Loveman.
2014 Annual Long Term Incentive Program
In May 2014, the HRC approved CEC equity grants for all of the named executive officers and certain other management as part of the Annual Long Term Incentive Plan. The plan is designed to offer long term value to our leaders through a mix of restricted stock units and time based stock options in order to attract and retain top talent. When determining exact size of the grants to leaders, individual performance, market practice, and target value are considered by the HRC. Both the restricted stock units and the stock options vest ratably over a four year period and require continued service with the Company, in order to promote retention. As with our other variable compensation plans, this annual long term incentive plan is discretionary and grants under the plan require approval from the HRC.
In May 2014, the HRC approved the following annual grants to the named executive officers:
 
Executive
 
  
Number of Shares of
Time Based Options
 
Number of Shares of
Restricted Stock Units
 
Grant Date Fair Value of Stock and Option Awards (1)
Gary Loveman
  
185,778

  
76,000

 
$3,517,583
Thomas Jenkin
  
88,000

  
36,000

 
$1,666,222
Tariq Shaukat
  
64,167

  
26,250

 
$1,214,957
Donald Colvin
 
25,667

 
10,500

 
$485,985
Timothy Donovan
 
51,334

 
21,000

 
$971,970
____________________
(1)
The figures in this column reflect the grant date fair value of stock awards and option awards granted during the year in accordance with Accounting Standards Codification, or ASC, Topic 718.
Clawbacks and Forfeitures
Under our Omnibus Incentive Plan, the HRC has the authority to cancel without payment, to require forfeiture and payment to the Company all or any portion of the compensation, gain or other value on all awards unless the awards agreement provides otherwise upon the occurrence of certain events.

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Under our 2012 Plan, unless an award agreement provides otherwise, in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the securities laws that reduces the amount payable or due in respect of an award under the 2012 Plan that would have been earned had the financial results been properly reported, the award will be canceled and the participant will forfeit the cash or shares received or payable on the vesting, exercise or settlement of the award and proceeds of the sale, gain or other value realized on the vesting or exercise of the award or the shares of common stock acquired in respect of the award (and the participant may be required to return or pay such shares or amount to the Company). If, after a termination by a participant from employment or services with the Company and its subsidiaries, the plan administrator determines that the Company or any of its subsidiaries had grounds to terminate such participant for “Cause” (as defined in the 2012 Plan), then (i) any outstanding award held by such participant may be canceled without payment therefor and (ii) the plan administrator may require the participant to forfeit and pay over to the Company, on demand, all or any portion of the compensation, gain or other value realized upon the exercise of any option or stock appreciation right, or the subsequent sale of shares of common stock acquired upon exercise of such option or stock appreciation right and the value realized on the vesting, payment or settlement of any other award during the period following the date of the conduct constituting cause. To the extent required by applicable law and/or the rules of any exchange or inter-dealer quotation system on which shares of common stock are listed or quoted, or if so required pursuant to a written policy adopted by the Company (as in effect and/or amended from time to time), awards under the 2012 Plan shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into the 2012 Plan and all outstanding award agreements).

On November 14, 2012, the 162(m) Plan Committee amended the Senior Executive Incentive Plan to include the authority of the committee to claw back bonuses paid to participants in the event of a termination for cause or material noncompliance resulting in financial restatement by a plan participant.

Employment Agreements

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

As of December 31, 2014, Donald Colvin retired as Chief Financial Officer of the Company. On November 10, 2014, CES entered into a Consulting Agreement with Mr. Colvin, under which he will provide transitional assistance to the Company and Mr. Hession for a period of 18 months. The terms of this agreement are described in Discussion of Summary Compensation Table , below.

We do not provide for any equity acceleration in connection with a change in control or any terminations of employment.

Policy Concerning Tax Deductibility

The HRC's policy with respect to qualifying compensation paid to its executive officers for tax deductibility purposes is that executive compensation plans will generally be designed and implemented to maximize tax deductibility. However, non-deductible compensation may be paid to executive officers when necessary for competitive reasons or to attract or retain a key executive, or where achieving maximum tax deductibility would be considered disadvantageous to our best interests. Our Senior Executive Incentive Plan is designed to comply with Section 162(m) of the Code so that annual bonuses paid under these plans, if any, will be eligible for deduction by us. See “-Senior Executive Incentive Plan.”

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Stock Ownership Requirements
We do not have a policy regarding stock ownership.
Chief Executive Officer's Compensation
The objectives of our Chief Executive Officer are approved annually by the HRC. These objectives are revisited each year. The objectives for 2014 were to:
achieve 2014 plan revenue, margins and liquidity;  
improve capital structure;
consider selective distribution alternatives;
establish a casino development project in Asia;
secure Caesars Interactive Entertainment’s position as the leader online for rake and social gaming
stimulate Las Vegas hospitality growth;
continue with Atlantic City revitalization; and
recruit, develop and motivate key talent.
The HRC's assessment of the Chief Executive Officer's performance is based on a subjective or objective review (as applicable) of performance against these objectives. Specific weights may be assigned to particular objectives at the discretion of the HRC, and those weightings, or more focused objectives, are communicated to the Chief Executive Officer at the time the goals are set. However, no specific weights were set against the Chief Executive Officer's objectives in 2013.
As Chief Executive Officer, Mr. Loveman's base salary was based on his performance, his responsibilities and the compensation levels for comparable positions in other companies in the hospitality, gaming, entertainment, restaurant and retail industries. Merit increases in his salary are a subjective determination by the HRC, which bases its decision upon his prior year's performance versus his objectives as well as upon an analysis of competitive salaries. Although base salary increases are subjective, the HRC reviews Mr. Loveman's base salary against peer groups, his roles and responsibilities within the Company, his contribution to our success and his individual performance against his stated objective criteria.
The 162(m) Plan Committee used the Senior Executive Incentive Plan to determine the Chief Executive Officer's bonus for 2013. Under this plan, bonus target is set as a percentage of EBITDA, as more fully described above. The 162(m) Plan Committee has discretion to reduce bonuses (as permitted by Section 162(m) of the Code), and it is the normal practice of the 162(m) Plan Committee to reduce the Chief Executive Officer's bonus by reference to the achievement of performance goals and bonus formulas used under the Bonus Plan. In February 2014, the 162(m) Plan Committee made the determination to award a bonus to the Chief Executive Officer for 2013 performance. See “-Summary Compensation Table.”
Mr. Loveman's salary, bonus and equity awards differ from those of our other named executive officers in order to (a) keep Mr. Loveman's compensation in line with Chief Executive Officers of other gaming, hotel and lodging companies, as well as other consumer-oriented companies, (b) compensate him for the role as the leader and public face of our Company and (c) compensate him for attracting and retaining our senior executive team.
Personal Benefits and Perquisites
During 2014, all of our named executive officers were eligible to participate in our deferred compensation plan, the Executive Supplemental Savings Plan II (the "ESSP II"), and our health and welfare benefit plans, including the Caesars Savings and Retirement Plan, (the "S&RP"). In previous years, the named executive officers also received matching amounts from us pursuant to the plan documents, which are the same percentages of salary for all employees eligible for these plans. However, in February 2009, Company matching was suspended for the S&RP and ESSP II. A modified matching program was approved by the HRC in November 2011, and reinstated for the S&RP exclusively in April 2012. For 2012, the annual cap on the match was pro-rated to a maximum of $450, due to the April 2012 effective date. For the year 2013 and all future years, the match will be capped at a maximum of $600. In order to be eligible to receive the match, plan participants must be actively employed on the last day of the year.

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Additionally, we provided for Mr. Loveman's personal use of Company aircraft at certain times during 2014. Lodging and certain other expenses were incurred by Mr. Loveman for use during his Las Vegas-based residence. We also provided security for Mr. Loveman and his family. The decision to provide Mr. Loveman with the personal security benefit was prompted by the results of an analysis provided by an independent professional consulting firm specializing in executive safety and security. Based on these results, the HRC approved personal security services to Mr. Loveman and his family.
These perquisites are more fully described in “-Summary Compensation Table.”
Our use of perquisites as an element of compensation is limited. We do not view perquisites as a significant element of our comprehensive compensation structure, but we do believe that they can be used in conjunction with base salary to attract, motivate and retain individuals in a competitive environment.
Under our group life insurance program, senior executives, including the named executive officers, are eligible for an employer provided life insurance benefit equal to three times their base annual salary, with a maximum benefit of $5.0 million. Mr. Loveman is provided with a life insurance benefit of $3.5 million under our group life insurance program and additional life insurance policies with a benefit of $5.5 million. In addition to group long term disability benefits, which are available to all benefits eligible employees, Messrs. Loveman and Jenkin are covered under a Company-paid individual long-term disability insurance policy paying an additional $5,000 monthly benefit. Messrs. Donovan, Colvin and Shaukat were not employed with the Company at the time this policy was in effect and do not receive this benefit. Mr. Loveman also has an individual long-term disability insurance policy with a $5 million paid benefit. Under our group short-term disability insurance program, senior executives, including the named executive officers, are eligible for an employer provided Company-paid short-term disability policy with a maximum $5,000 weekly benefit.
Deferred Compensation Plans
During 2014, we sponsored one deferred compensation plan, the ESSP II, pursuant to which certain of our employees, were eligible to voluntarily defer a portion of their annual compensation. As of January 1, 2015, the ESSPII is no longer accepting deferrals. The ESSP II allows participants to choose from a selection of varied investment alternatives, the results of which are reflected in their deferral accounts.

The Company and its subsidiaries sponsor four other deferred compensation plans, which are no longer available for voluntary deferrals by active employees, but which had been available in the past and in which certain of our current and former employees have balances. These are: (1) the Harrah's Executive Deferred Compensation Plan, or EDCP, (2) the Harrah's Executive Supplemental Savings Plan, or ESSP, (3) the Harrah's Deferred Compensation Plan, or DCP, (4) the Amended and Restated Park Place Entertainment Corporation Executive Deferred Compensation Plan.

The EDCP was frozen to new deferrals in 2001, when the HRC adopted the ESSP. Whereas under the EDCP account balances earned a fixed rate of interest, under the ESSP certain key employees, including executive officers, could defer a portion of their salary and bonus and choose from a selection of varied investment alternatives, the results of which would be reflected in their deferral accounts. Under the ESSP approach (carried forward to the more recent ESSP II), the market risk of plan investments is borne by participants rather than the Company. To encourage EDCP participants to transfer their account balances to the ESSP, thereby reducing the Company’s market risk, we approved a program in 2001 that provided incentives to a limited number of participants to transfer their EDCP account balances to the ESSP. Under this program, a currently employed EDCP participant who was five or more years away from becoming vested in the EDCP retirement rate, including any executive officers who were in this group, received an enhancement in his or her account balance if the participant elected to transfer the account balance to the ESSP. The initial enhancement was the greater of (a) twice the difference between the participant's termination account balance and retirement account balance, (b) 40% of the termination account balance, not to exceed $100,000, or (c) four times the termination account balance not to exceed $10,000. Upon achieving eligibility for the EDCP retirement rate (age 55 and 10 years of service), the participant electing this program will receive an additional enhancement equal to 50% of the initial enhancement. Pursuant to the ESSP, the additional enhancement vested upon the closing of the Acquisition.

Mr. Loveman elected to participate in this enhancement program, and therefore no longer has an account in the EDCP.

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No deferrals were allowed after December 2004 into the ESSP, when the Company adopted the ESSP II, which is structured to comply with the American Jobs Creation Act of 2004, and allowed deferrals starting in 2005.
To assure payment of the deferrals in our deferred compensation plans, an escrow and a trust fund were established. Under the deferred compensation plans, the Acquisition required that the trust and escrow fund be fully funded to satisfy the then-existing obligations in such plans.
Mr. Jenkin is the only named executive officer who had a balance in a non-active deferred compensation plan, the EDCP, during 2014. While further deferrals into the EDCP were frozen (as described above), and most EDCP participants transferred their EDCP account balance to the ESSP, amounts deferred pursuant to the EDCP prior to its termination and not transferred to the ESSP remain subject to the terms and conditions of the EDCP and will continue to earn interest at the rate described in the EDCP. Mr. Jenkin is earning interest at the retirement rate. Under the EDCP, the executive earns the retirement rate if he attains (1) specified age and service requirements (55 years of age plus 10 years of service or 60 years of age) or (2) attains specified age and service requirements (is at least 50 years old, and when added to years of service, equals 65 or greater) and if his employment is terminated without cause pursuant to his employment agreement. The executive receives service credit under the EDCP for any salary continuation and non-compete period.
Other 2014 Compensation Actions
CAC Equity-Based Compensation Plan    

On April 13, 2014, the Board adopted the CAC Equity-Based Compensation Plan, which provides our officers, employees, consultants advisors, contractors and other service providers the opportunity to receive compensation in the form of shares of Class A common stock of CAC. The Board determined that it is in the best interests of the Corporation and its stockholders for our employees to have incentives tied to success of our joint venture, Growth Partners. Participants were awarded a value of the grant on April 24, 2014. The number of shares of CAC Class A common stock each participant receives is determined by the CAC stock price on the date of vesting. Subject to the officer’s continued employment or service, each grant generally vests in three equal installments, on October 21 of each of 2014, 2015 and 2016. The following CAC awards were given to the named executive officers in 2014:
Executive
 
  
Value Awarded
Gary Loveman
  
$15,000,000
Thomas Jenkin
  
$700,000
Tariq Shaukat
  
$700,000
Donald Colvin
 
$300,000
Timothy Donovan
 
$500,000

CEOC 2014 Performance Incentive Plan
On May 30, 2014, the members of the Human Resources Committee (the “Committee”) of the CEC Board authorized the CEOC Board to adopt the 2014 Performance Incentive Plan (the “CEOC PIP”), and, also on such date, the CEOC Board adopted the CEOC PIP. On May 30, 2014, CEOC granted a number of fully vested, nonforfeitable shares of CEOC common stock to various individuals (including the named executive officers). The following CEOC awards were given to the named executive officers in 2014:
Executive
 
  
Number of Shares of Stock Awarded
 
Grant Date Fair Value of Stock Award (2)
Gary Loveman
  
5536.62
(1)  
$500,000
Thomas Jenkin
  
2768.31
(1)  
$250,000
Tariq Shaukat
  
1660.986
(1)  
$150,000
Donald Colvin
 
1660.986
(1)  
$150,000
Timothy Donovan
 
1660.986
(1)  
$150,000

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____________________
(1)
100% of the awards vested on their grant date of May 30, 2014.    
(2)
The figures in this column reflect the grant date fair value of stock awards and option awards granted during the
year in accordance with Accounting Standards Codification, or ASC, Topic 718.

2015 Compensation Actions
Employment Agreement with Mark Frissora
On February 4, 2015, CEC’s Board of Directors appointed Mark Frissora to the role of Chief Executive Officer Designate of CEC, effective February 5, 2015, and to succeed Mr. Loveman in the role of Chief Executive Officer and President of CEC, effective July 1, 2015. CEC and CES entered into an employment agreement with Mr. Frissora on February 5, 2015. The term of the agreement is four years beginning on February 5, 2015, and automatically renews for successive one-year terms thereafter, absent 60 days’ notice by CEC or Mr. Frissora not to renew. Mr. Frissora’s annual base salary will be $1,800,000, and he will participate in CEC’s annual incentive bonus program(s) with a target of 150% of his base salary. Mr. Frissora is entitled to certain perquisites, including (i) the use of CEC aircraft (up to a maximum of $200,000 per fiscal year), and (ii) certain relocation benefits (including up to six months of temporary housing, reimbursements of costs incurred in connection with locating a suitable residence in Las Vegas for purchase, and gross-up for any taxes that may apply to such relocation benefits).
Upon a termination of the employment agreement by CEC without “cause,” by Mr. Frissora for “good reason” (as such terms are defined in the employment agreement) or due to CEC’s non-renewal of its term upon any expiration date, CEC will (i) pay Mr. Frissora cash severance equal to two times his base salary plus one times his target bonus paid in installments over 24 months, (ii) pay him a bonus for the year of termination of employment, based on actual full-year performance, pro-rated to reflect service through date of termination, paid when bonuses are payable generally to active employees; and (iii) continue his benefits coverage for 24 months. In addition, upon any such termination within the (i) six month period prior to a change in control or (ii) 12 month period following a change in control, CEC will (a) pay Mr. Frissora severance equal to two and a half times the sum of his base salary plus target bonus, paid in a lump sum (unless otherwise provided by the employment agreement); (b) pay him a bonus for the year of termination of employment, based on actual full-year performance, pro-rated to reflect service through date of termination, paid when bonuses are payable generally to active employees; and (c) continue his benefits coverage for 30 months.
Mr. Frissora has agreed not to, during the 24 month period following the termination of his employment, (i) compete with CEC or its affiliates, (ii) solicit or hire certain employees of CEC and its affiliates, and (iii) solicit customers or clients of CEC and its affiliates. In addition, Mr. Frissora is subject to ongoing confidentiality obligations with respect to CEC’s matters.
In addition, on February 5, 2015, Mr. Frissora was awarded (i) an option to purchase 1,000,000 shares of CEC common stock (the “Option”) and (ii) 200,000 restricted stock units (“RSU”), where each RSU represents the right to receive one share of CEC common stock upon vesting. The Option and the RSUs are granted under the Caesars Entertainment Corporation 2012 Performance Incentive Plan. The exercise price for the Option is equal to the closing price of one share of CEC common stock on the Nasdaq Stock Market on the date of grant.
Of the 1,000,000 shares subject to the Option, 400,000 shares vest and become exercisable in equal annual installments of 25% over a four-year period, 200,000 vest based on the achievement of a $30.00 stock-price target, and 400,000 vest based on the achievement of certain EBITDA goals. The RSUs vest and become exercisable in equal annual installments of 25% over a four-year period. Upon a change in control or within the six month period prior to a change in control, if Mr. Frissora is terminated by CEC other than for cause (including death or disability) or by Mr. Frissora for good reason the RSUs immediately vest and are settled. If Mr. Frissora is terminated by CEC other than for cause (including death or disability) or by Mr. Frissora for good reason within the (i) six month period prior to a change in control or (ii) 12 month period following a change in control the Option immediately vests.


47



REPORT OF THE HUMAN RESOURCES COMMITTEE
To the Board of Directors of Caesars Entertainment Corporation:
Our role is to assist the Board of Directors in its oversight of the Company’s executive compensation, including approval and evaluation of director and officer compensation plans, programs and policies and administration of the Company’s bonus and other incentive compensation plans.
We have reviewed and discussed with management the Compensation Discussion and Analysis.
Based on the review and discussion referred to above, we recommend to the Board of Directors that the Compensation Discussion and Analysis referred to above be included in this proxy statement and in the Company’s Annual Report on Form 10-K for the year ending December 31, 2014 .  
Kelvin Davis
Marc Rowan
Lynn Swann
The above Report of the Human Resources Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein.


48


Summary Compensation Table
The Summary Compensation Table below sets forth certain compensation information for our Chief Executive Officer, our Chief Financial Officer, and our three additional most highly compensated executive officers during 2014 (our named executive officers).
(a)
Name and Principal
Position
 
(b)
Year
 
(c)
Salary
($)
 
(d)
Bonus (2)
($)
 
(e)
Stock
Awards  (1)
($)
 
(f)
Option
Awards
(1)
($)
 
(g)
Non-Equity
Incentive Plan
Compensation  (3)
($)
 
(h)
Change in
Pension Value
and
Nonqualified-
Deferred
Compensation
Earnings
(4)
($)
 
(i)
All Other
Compensation  (5)
($)
 
(j)
Total
($)
Gary Loveman,
 
2014
 
1,900,000

 

 
20,799,680

 
6,025,403

 
2,437,500

 

 
1,488,158

 
32,650,741

President and Chief Executive Officer
2013
 
1,900,000

 

 
1,409,963

 
659,256

 
2,166,000

 

 
1,486,324

 
7,621,543

2012
 
1,900,000

 

 

 
7,456,626

 
2,400,000

 

 
1,043,521

 
12,800,147

Donald Colvin,
 
2014
 
700,000

 

 
672,390

 
263,595

 
250,000

 

 
30,149

 
1,916,134

Executive Vice President, Chief Financial Officer (6)
 
2013
 
700,000

 

 
449,538

 
130,116

 
525,000

 

 
24,866

 
1,829,520

 
2012
 
70,000

 
150,000

 
366,000

 
276,435

 
87,500

 

 

 
949,935

Thomas Jenkin,
 
2014
 
1,200,000

 

 
1,712,480

 
903,742

 
525,000

 
240,148

 
32,598

 
4,613,968

Global President of Destination Markets
2013
 
1,200,000

 

 
770,625

 
223,055

 
675,000

 
207,921

 
33,427

 
3,110,028

2012
 
1,200,000

 

 

 
795,396

 
800,000

 
180,018

 
36,667

 
3,012,081

Tariq Shaukat,
 
2014
 
700,000

 

 
1,405,975

 
658,982

 
475,000

 

 
18,262

 
3,258,219

Executive Vice President and Chief Commercial Officer

 


 

 

 

 


 

 


 



 


 

 

 


 


 

 


 


Timothy Donovan,
 
2014
 
700,000

 
100,000

 
1,094,780

 
527,190

 
500,000

 

 
26,039

 
2,948,009

Executive Vice President, General Counsel and Chief Regulatory and Compliance Officer
 
2013
 
700,000

 
100,000

 
417,425

 
120,825

 
399,000

 

 
32,698

 
1,769,948

 
2012
 
700,000

 

 

 
178,737

 
320,000

 

 
28,246

 
1,226,983

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
____________________
(1)
Amounts in this column reflect the grant date fair value of stock awards and option awards granted during the applicable year and were determined as required by Accounting Standards Codification ("ASC") Topic 718. Assumptions used in the calculations of these amounts are set forth in Note 18 to our consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2014.
Performance-based options are valued using a Monte Carlo simulation option pricing model. This model approach provides a probable outcome fair value for these types of awards.
In August 2012, the HRC approved an options re-pricing reducing the price of outstanding time-based options to $20.09, for those options vesting on or before the second anniversary of the grant date. On the second anniversary of the grant date, the price of these options reverts to the grant date value of $8.22. The exercise price of the time based options vesting after the second anniversary of the grant date and of all outstanding performance-based options was reduced to $8.22 per share. See “-2012 Stock Option Re-Pricing” for additional information. Included in the figures in this column is the incremental fair value, computed as of the date of the above amendments in accordance with FASB ASC Topic 718 with respect to such amended stock options. See “-2012 Stock Option Re-Pricing” for additional information.
In December 2013, the HRC approved a change to the $57.41 performance options vesting that applied to all relevant outstanding performance options and required no action from the option holder. The vesting for the outstanding $57.41 performance options was revised to vest 50% of options on March 15, 2014 and 50% of options on March 15, 2015. If the Company's 30-day trailing average stock price equals or exceeds $57.41 per share prior to the revised vesting dates, the outstanding $57.41 performance options will vest immediately. There was no incremental fair value associated with this modification under FASB ASC 718 and thus there is no reportable compensation from this modification.
(2)
Reflects a signing bonus of $150,000 awarded in December 2012 to Mr. Colvin and two $100,000 discretionary cash bonuses to Mr. Donovan in recognition of his work on the Macau land sale in 2013 and other legal matters in 2014.
(3)
Messrs. Loveman, Colvin, Jenkin, Shaukat and Donovan received 2014 bonuses pursuant to the Senior Executive Incentive Plan in the amounts of $ 2,437,500 , $250,000 , $ 525,000 , $ 475,000 , and $ 500,000 , respectively. Messrs.

49


Loveman, Colvin, Jenkin, and Donovan received 2013 bonuses pursuant to the Senior Executive Incentive Plan in the amounts of $2,166,000, $525,000, $675,000 and $399,000, respectively. Messrs. Loveman, Jenkin, and Donovan received 2012 bonuses pursuant to the Senior Executive Incentive Plan, and Mr. Colvin received a 2012 bonus pursuant to the Bonus Plan.
(4)
Includes above-market earnings on the balance Mr. Jenkin maintains in the EDCP. Mr. Jenkin has met the requirements to earn the retirement rate of interest. In October 1995, the HRC approved a fixed retirement rate of 15.5% for all account balances under the EDCP as of December 31, 1995 (subject to plan minimum rates contained in the EDCP). The interest rates on post-1995 deferrals continue to be approved each year by the HRC. The retirement rate on post 1995 deferrals during 2014 was the EDCP's minimum retirement rate of 6.64%.
(5)
All Other Compensation includes perquisites, which may include executive security, personal aircraft usage, company lodging, health, life and disability insurance, financial planning, and tax reimbursements based on taxable earnings for company lodging and on premiums paid for life and disability insurance.
The table below details the amount of (i) tax gross-up payments and 401K employer match; (ii) the value of life and disability insurance premiums paid by the Company for coverage in excess of the nondiscriminatory group insurance generally available to all salaried employees; and (iii) any other perquisites to the extent that the amount of any individual item exceeds the greater of $25,000 or 10% of the executive's total perquisites:
    
 
 
2014
Name
 
401K Employer Match
($)
 
Cost of Life and Disability Insurance ($)
 
Executive
Security
($)
 
Allocated
amount for
aircraft usage
($)
 
Tax Reimbursements ($)
Gary Loveman
 
600

 
75,960

 
234,002

 
1,034,591

 
51,023

Donald Colvin
 
600

 

 

 

 

Thomas Jenkin
 
600

 
2,211

 

 

 

Tariq Shaukat
 
600

 

 

 

 

Timothy Donovan
 
600

 

 

 

 

Mr. Loveman is required to have executive security protection. See “Compensation Discussion & Analysis-Personal Benefits and Perquisites” for additional information.
For security reasons, Mr. Loveman is required to use private aircraft for personal and business travel. The amount allocated to Mr. Loveman for personal and/or commuting aircraft usage is calculated based on the incremental cost to us of fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs, and other miscellaneous variable costs. Since our aircrafts are used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots' salaries, depreciation of the purchase costs of our aircraft, the cost of maintenance not specifically related to trips, and, through 2012, fractional ownership commitment fees.   Commuting aircraft usage during 2014 for Mr. Loveman constituted approximately $965,000 of the amount reflected above. In addition, because we provide usage of our aircraft to customers, we sometimes provide a private charter service to Mr. Loveman when our aircraft are not available. As a result, the compensation associated with use of aircraft by Mr. Loveman includes the costs of such private charters, which are higher than the costs of our aircraft. We believe our customers prefer use of our aircraft over private charters and generally prioritize use of our aircraft accordingly. If Mr. Loveman had not been required to use the charter service during 2014, his aircraft usage expense would have been approximately one-half of what is reflected above.
(6)
Mr. Colvin was appointed Executive Vice President and Chief Financial Officer of the Company on November 15, 2012 and left the Company on December 31, 2014.
(7)
Mr. Shaukat was hired as Executive Vice President and Chief Marketing Officer of the Company on April 2, 2012 and in October 2014 he became Executive Vice President and Chief Commercial Officer .


50


Discussion of Summary Compensation Table

Each of our named executive officers has entered into employment agreements with us that relate to the benefits that the named executive officers receive upon termination.

Chief Executive Officer. Mr. Loveman entered into an employment agreement with us, CEC and CAC to serve as Chief Executive Officer and President effective on December 21, 2014. The term of the agreement begins on December 21, 2014 and expires on December 31, 2016, but may be terminated earlier by the Company with or without “Cause” (as defined in the agreement), by Mr. Loveman with or without “Good Reason” (as defined in the agreement), or due to Mr. Loveman’s death or disability. Mr. Loveman’s base salary for 2015 and 2016 will be $1,900,000. Mr. Loveman will participate in the Company’s annual incentive bonus program(s) and will be eligible to earn an annual bonus with a target of $3,250,000 in accordance with the terms of the programs. The agreement also continues his participation in our deferred compensation plan, the ESPP II, and our health and welfare benefit plans, including the S&RP, and expanded the Company’s commitment to provide health and dental benefits to Mr. Loveman so that they also cover his spouse. In addition, the agreement entitles Mr. Loveman to an individual long-term disability policy with a $180,000 annual maximum benefit and an individual long term disability excess policy with an additional $540,000 annual maximum benefit, subject to insurability.

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

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

Mr. Loveman is also entitled to life insurance with a death benefit of at least three times his base annual salary. The agreement also requires Mr. Loveman, for security purposes, to use our aircraft, or other private aircraft, for himself and his family for business and personal travel. The agreement also provides that Mr. Loveman will be provided with accommodations while performing his duties in Las Vegas, and we will also pay Mr. Loveman a gross-up payment for any taxes incurred for such accommodations. Our Board can terminate the employment agreement with or without cause, and Mr. Loveman can resign, at any time. Mr. Loveman’s employment agreement also provides for certain severance benefits discussed below under "-Potential Payments Upon Termination or Change of Control."  

Other Named Executive Officers. We entered into an employment agreement with Thomas Jenkin on February 28, 2008. The agreement is for a term of four years beginning on January 4, 2012 and is automatically renewed for successive one year terms unless either we or the executive delivers a written notice of nonrenewal at least six months prior to the end of the term. The agreement of Mr. Jenkin was renewed on January 4, 2012 and expires on January 4, 2016. We entered into an employment agreement with Timothy Donovan on April 2, 2009. Mr. Donovan's agreement was for a term of four years beginning on April 2, 2009 and expiring on April 2, 2013, but was automatically renewed for a one year term and will continue to be renewed for successive one year terms unless either we or the executive delivers a written notice of nonrenewal at least 60 days prior to the end of the term. We entered into an employment agreement with Donald Colvin on November 14, 2012. The agreement with Mr. Colvin was for a term of four years beginning on November 14, 2012, but ended when Mr. Colvin retired on December 31, 2014. We entered into an employment agreement with Tariq Shaukat on April 2, 2012. The agreement with Mr. Shaukat is for a term of four years beginning on April 2, 2012 and is automatically renewed for successive one year terms unless either we or the executive delivers a written notice of nonrenewal at least six months prior to the end of the term.


51


Pursuant to the employment agreements, the executives received base salaries as follows: Mr. Jenkin, $1,200,000; Mr. Shaukat, $700,000; Mr. Donovan, $700,000; and Mr. Colvin, $700,000. The HRC will review base salaries on an annual basis with a view towards merit increases (but not decreases) in such salary. In addition, each executive will participate in our annual incentive bonus program applicable to the executive's position and shall have the opportunity to earn an annual bonus based on the achievement of performance objectives.

During 2014, each of Messrs. Jenkin, Colvin, Shaukat and Donovan was entitled to participate in benefits and perquisites at least as favorable to the executive as such benefits and perquisites currently available to the executives, group health insurance, long term disability benefits, life insurance, vacation, reimbursement of expenses, director and officer insurance and the ability to participate in our 401(k) plan. With respect to Mr. Jenkin, if (a) the executive attains age 50 and, when added to his or her number of years of continuous service with us, including any period of salary continuation, the sum of his or her age and years of service equals or exceeds 65, and at any time after the occurrence of both such events executive's employment is terminated and his or her employment then terminates either (1) without cause or (2) due to non-renewal of the agreement, or (b) the executive attains age 55 and, when added to his or her number of years of continuous service with us, including any period of salary continuation, the sum of his or her age and years of service equals or exceeds 65 and the executive's employment is terminated other than for cause, he or she will be entitled to lifetime coverage under our group health insurance plan. The executive will be required to pay 20% of the premium for this coverage and we will pay the remaining premium, which will be imputed taxable income to the executive. This insurance coverage terminates if the executive competes with us.

Consulting Agreement. In connection with his resignation from the Chief Financial Officer position on December 31, 2014, on November 10, 2014, Mr. Colvin and Caesars Enterprise Services, LLC (“CES”), a joint venture of which we are a member (see “Certain Relationships And Related Party Transactions—Background”), entered into a Consulting Agreement under which Mr. Colvin will provide transitional assistance to the Company and Mr. Hession for a period of 18 months. In exchange for these services, Mr. Colvin receives $58,333 per month. Additionally, Mr. Colvin’s options and restricted stock units that were scheduled to vest on January 2, 2015 were vested, Mr. Colvin was entitled to participate in a performance bonus for 2014 in CES’ discretion and CES agreed to will reimburse Mr. Colvin his COBRA payments, if any.




 
Grants of Plan-Based Awards
The following table gives information regarding potential incentive compensation for 2014 to our executive officers named in the Summary Compensation Table. Non-Equity Incentive Plan payouts approved for 2014 are included in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.
 

52



 
 
 
 
Estimated Future Payouts
Under
Non-Equity Incentive Plan
Awards (1)
 
Stock
Awards:
Number of
Shares of Stocks or Units
(#)
 
Option
Awards:
Number of
Securities
Underlying
Options
(#)
 
Exercise or
Base Price of
Option
Awards
($/Sh)
 
Grant
Date Fair
Value of Stock and
Option
Awards
($) (2)
 
Name
 
Grant
Date
 
Threshold
($)
 
Target
($)
 
Maximum
($)
 
 
Gary Loveman
 
n/a
 
456,000

 
2,850,000

 
5,700,000

 

 

 

 

 
 
 
12/23/2014
(5)  

 

 

 
375,000

 

 

 
3,690,000

 
 
 
12/23/2014
(5)  

 

 

 

 
675,000

 
6.10

 
4,117,500

 
 
 
5/30/2014
(3)  

 

 

 
5,536.62

 

 

 
500,000

 
 
 
5/7/2014
(6)  

 

 

 

 
185,778

 
21.18

 
1,907,903

 
 
 
5/7/2014
(6)  

 

 

 
76,000

 
 
 
 
 
1,609,680

 
 
 
4/24/2014
(4)  

 

 

 
TBD

 

 

 
15,000,000

 
Donald Colvin
 
n/a
 
84,000

 
525,000

 
1,050,000

 

 

 

 

 
 
 
5/30/2014
(3)  

 

 

 
1,660.986

 

 

 
150,000

 
 
 
5/7/2014
(6)  

 

 

 

 
25,667

 
21.18

 
263,595

 
 
 
5/7/2014
(6)  

 

 

 
10,500

 

 

 
222,390

 
 
 
4/24/2014
(4)  

 

 

 
TBD

 

 

 
300,000

 
Thomas Jenkin
 
n/a
 
144,000

 
900,000

 
1,800,000

 

 

 

 

 
 
 
5/30/2014
(3)  

 

 

 
2,768.31

 

 

 
250,000

 
 
 
5/7/2014
(6)

 

 

 

 
88,000

 
21.18

 
903,742

 
 
 
5/7/2014
(6)

 

 

 
36,000

 

 

 
762,480

 
 
 
4/24/2014
(4)  

 

 

 
TBD

 

 

 
700,000

 
Tariq Shaukat
 
n/a
 
84,000

 
525,000

 
1,050,000

 

 

 

 

 
 
 
5/30/2014
(3)  

 

 

 
1,660.986

 

 

 
150,000

 
 
 
5/7/2014
(6)  

 

 

 
 
 
64,167

 
21.18

 
658,982

 
 
 
5/7/2014
(6)  

 

 

 
26,250