Caesars Entertainment Corporation
CAESARS ENTERTAINMENT Corp (Form: DEF 14A, Received: 04/14/2016 16:42:57)
 
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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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 14, 2016

Dear Fellow Stockholders:

We cordially invite you to attend our 2016 Annual Meeting of Stockholders, which will be held on Wednesday, May 18, 2016, at 12:00 p.m. Pacific Time, in Roman III Ballroom at Caesars Palace, One Caesars Palace Drive, Las Vegas, Nevada.

At the meeting, we will vote on proposals to elect three directors, adopt an advisory resolution to approve the compensation of our named executive officers, ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2016, approve an amendment to our 2012 Performance Incentive Plan to increase the number of shares available and approve the Senior Executive Incentive Plan.

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,
Mark Frissora
President and Chief Executive Officer
                    

                                                    




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

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

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




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 18, 2016
_____________________

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

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


1


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

Jeffrey Benjamin
Fred Kleisner
Lynn Swann
 2.
An advisory resolution to approve the compensation of the Company’s named executive officers.

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, 2016.

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

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

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

  1.
FOR each of the director nominees.

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

4.
FOR the amendment to the 2012 Plan to increase by 7,500,000 shares the number of shares of the Company's common stock that may be issued under the 2012 Plan.

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

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

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

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

Q:
WHAT IS THE VOTE REQUIRED TO ELECT DIRECTORS?

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

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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, 2016 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 it is a routine matter and brokers are entitled to exercise their voting discretion without receiving instructions from the beneficial owner of the shares broker non-votes will not affect the outcome of the approval of Deloitte & Touche LLP.

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

A:
The approval of 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 SENIOR EXECUTIVE INCENTIVE PLAN?

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

Q:
WHAT IF I ABSTAIN FROM VOTING?
A:     
If you attend the meeting or send in your signed proxy card but abstain from voting, you will still be counted for purposes of determining whether a quorum exists. Abstentions will have no effect on the outcome of the vote on any proposal because abstentions do not represent votes cast.
 
Q:
WILL THERE BE OTHER MATTERS TO VOTE ON AT THIS ANNUAL MEETING?
A:     
We are not aware of any other matters that you will be asked to vote on at the annual meeting. Other matters may be voted on if they are properly brought before the annual meeting in accordance with our by-laws. If other matters are properly brought before the annual meeting, then the named proxies will vote the proxies they hold in their discretion on such matters.
For matters to be included in our proxy materials for the annual meeting, proposals must have been received by our Corporate Secretary no later than December 22, 2015. For matters to be properly brought before the annual meeting, we must have received written notice, together with specified information, not earlier than January 21, 2016 and not later than February 20, 2016. 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, 2, 4 and 5 are non-routine matters and, therefore, may only be voted in accordance with instructions received from the beneficial owners of the shares.


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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, Mark Frissora, T imothy 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.

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 2016 annual meeting.
 
Q:
CAN I CHANGE MY VOTE AFTER I RETURN OR SUBMIT MY PROXY?
A:     
Yes. Even after you have submitted your proxy, you can revoke your proxy or change your vote at any time before the proxy is exercised by appointing a new proxy or by providing written 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 first obtain a proxy issued in your name from the broker, bank or other nominee; otherwise you will not be permitted to vote in person at the annual meeting.
 
Q:
WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?
A:
We intend to announce preliminary voting results at the annual meeting and publish final results in a Current Report on Form 8-K that will be filed with the Securities and Exchange Commission (the “SEC”) within four business days following the annual meeting. All reports we file with the SEC are available when filed. Please see the question “Where to Find Additional Information” below.

5


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

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

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

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

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

6


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

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

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CORPORATE GOVERNANCE
  Director Independence . Hamlet Holdings LLC (“Hamlet Holdings”), the members of which are comprised of five individuals affiliated with the Sponsors, as of the Record Date, beneficially owns approximately 60.1% 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 website 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, former President and Chief Executive Officer and current Chairman, was appointed to the Board of Directors pursuant to his employment agreement. As discussed below, Mr. Frissora was appointed to the Board of Directors in February 2015 in connection with his employment. Based upon the listing standards of the NASDAQ, we do not believe that Messrs. Loveman, Benjamin, Bonderman, Davis, Frissora, Press, Rowan, or Sambur would be considered independent because of their relationships with certain affiliates of the Sponsors or other relationships with us. Our Board of Directors has affirmatively determined that Messrs. Kleisner, 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 audit committee 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 website located at http://investor.caesars.com.

Board Committees. Our Board has the following committees: the Audit Committee, the Human Resources Committee, the Nominating and Corporate Governance Committee, the Finance Committee, the Executive Committee and the 162(m) Plan Committee. The Board has determined 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 website located at http://investor.caesars.com.

8


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*
  
 
 
 
 
 
 
 
 
 
 
 
Jeffrey Benjamin
  
 
 
 
 
 
 
 
 
 
 
 
David Bonderman
  
 
 
 
 
 
 
 
 
 
 
 
Kelvin Davis
  
 
 
X
 
X
 
X
 
X
 
 
Mark Frissora*+
 
 
 
 
 
 
 
 
 
X
 
 
Fred Kleisner
  
X
 
 
 
 
 
 
 
 
 
 
Eric Press
  
 
 
 
 
 
 
 
 
 
 
 
Marc Rowan
  
 
 
X
 
 
 
X
 
X
 
 
David Sambur
  
 
 
 
 
X
 
 
 
 
 
 
Lynn Swann
  
X
 
X
 
X
 
 
 
 
 
X
Christopher J. Williams
  
X
 
 
 
 
 
 
 
 
 
X
________________________________
*Indicates management director.
*+Mr. Frissora replaced Mr. Loveman on the Executive Committee and was appointed as Chairman of the Committee.

In addition to the standing committees, we have a Special Committee comprised of Messrs. Kleisner, Swann and Williams.  The Special Committee was originally established in 2013.  The purpose of the Special Committee is to evaluate, review, determine the fairness of and negotiate or reject transactions involving the Company and its subsidiaries or affiliates, on the one hand, and other persons or entities related to or affiliates with any of them, on the other hand.  The Special Committee also reviews and participates in various activities with respect to the various bankruptcy and litigation proceedings relating to the restructuring and reorganization of CEOC.   The Special Committee met eight times in 2015.
Audit Committee
During 2015, our Audit Committee consisted of Christopher Williams, as chairperson, Fred Kleisner and Lynn Swann.
Our Audit Committee met on 11 occasions during 2015. Our Board has 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.

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

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

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the establishment of additional committees or subcommittees of our Board and the delegation of authority to such committees and subcommittees, and may act on behalf of our Board of Directors to the fullest extent permitted under Delaware law and our organizational documents. The Executive Committee serves at the pleasure of our Board and may act by a majority of its members, provided that at least one member affiliated with Apollo and TPG must approve any action of the Executive Committee. This committee and any requirements or voting mechanics or participants may continue or be changed if Apollo and TPG no longer own a controlling interest in us.
Director Qualifications . The Board of Directors seeks to ensure the Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. In identifying candidates for membership on the Board, the Board takes into account (1) minimum individual qualifications, such as high ethical standards, integrity, mature and careful judgment, industry knowledge or experience and an ability to work collegially with the other members of the Board and (2) all other factors it considers appropriate, including alignment with our stockholders, especially investment funds affiliated with the Sponsors. While we do not have any specific diversity policies for considering Board candidates, we believe each director contributes to the Board’s overall diversity, meaning a variety of opinions, perspectives, personal and professional experiences and backgrounds.
When considering whether the Board’s directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focused primarily on the information discussed in each of the Board members’ biographical information set forth below under “Proposal 1 - Election of Directors.”
Each of the Company’s directors possesses high ethical standards, acts with integrity, and exercises careful, mature judgment. Each is committed to employing their skills and abilities to aid the long-term interests of the stakeholders of the Company. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors, which further qualifies them for service as members of the Board. Alignment with our stockholders is important in building value at the Company over time.
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) or their employment arrangements. Under the Stockholders' Agreement, until we cease to be a “controlled company” within the meaning of the NASDAQ rules, each of the Sponsors has the right to nominate four directors to our Board. In addition, under the Stockholders’ Agreement, until we cease to be a “controlled company,” each of the Sponsors has the right to designate four members of each committee of our Board of Directors except to the extent that such a designee is not permitted to serve on a committee under applicable law, rule, regulation or listing standards. Pursuant to the Stockholders’ Agreement, Messrs. Benjamin, Press, Rowan and Sambur were appointed to the Board as a consequence of their respective relationships with Apollo and Messrs. Bonderman and Davis were appointed to the Board as a consequence of their respective relationships with TPG. TPG has elected not to appoint a third or fourth director in accordance with the terms of the Stockholders’ Agreement. Mr. Loveman was appointed to the Board pursuant to the Stockholders’ Agreement and as a consequence of his being Chief Executive Officer and President of the Company, prior to July 2015. Mr. Frissora was appointed to the Board pursuant to his Employment Agreement and as a consequence of his being Chief Executive Officer and President of the Company.
Criteria for Director Nomination . Our Nominating and Corporate Governance Committee identifies and recommends to the Board persons to be nominated to serve as directors of the Company. Directors are selected based on, among other things, understanding of elements relevant to the success of a large publicly traded company, understanding of the Company’s business and educational and professional background. The Nominating and Corporate Governance Committee also considers the requirements of any stockholders agreement in existence (as such may be amended from time to time), including but not limited to the Stockholders’ Agreement, which governs the composition requirements of the Company’s Board and committees. In recruiting and evaluating new director candidates, the Nominating and Corporate Governance Committee also considers such factors as industry background, financial and business experience, public company experience, other relevant education and experience, general reputation, independence and diversity. The Company endeavors to have a Board composition encompassing a broad range of skills, expertise, industry knowledge and diversity of background and experience. The Nominating and Corporate Governance Committee considers, consistent with applicable law, the Company’s certificate of incorporation and by-laws and the criteria set forth in our Corporate Governance Guidelines, and any candidates proposed by any senior executive officer, director or stockholder. The Nominating and Corporate Governance Committee evaluates candidates proposed by stockholders 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.

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Prior to nominating a person to serve as a director, the Nominating and Corporate Governance Committee evaluates the candidate based on the criteria described above. In addition, prior to accepting renomination, each director should evaluate himself or herself as to whether he or she satisfies the criteria described above.
Board Leadership Structure. The Board has historically appointed the Company’s Chief Executive Officer and President as Chairman because he is the director most familiar with the Company’s business and industry, and as a result is best suited to effectively identify strategic priorities and lead the discussion and execution of strategy. On February 4, 2015, the Company announced that Gary Loveman, then Chairman and Chief Executive Officer, had decided to begin transitioning management of the Company at the end of the first quarter of 2015. Mark Frissora joined the Company as Chief Executive Officer Designate and a member of the Board and on July 1, 2015 became the President and Chief Executive Officer. Mr. Loveman continues to serve as Chairman of the Board. In light of Mr. Loveman’s significant history with the Company, the Board believes that Mr. Loveman’s continuation as Chairman provides the Company with important continuity and industry expertise. The Board has not designated a lead independent director.
Board s Role in Risk Oversight. The Board exercises its role in the oversight of risk as a whole through the Audit Committee. The Audit Committee receives regular reports from the Company’s risk management and compliance departments.
Compensation Risk Assessment . On an annual basis, our management reviews our compensation policies and practices to determine whether any risks arising from our compensation policies and practices for employees, including non-executive officers, are reasonably likely to have a material adverse effect on the Company and presents its findings to the HRC. Based on this assessment and review, we believe our compensation policies and practices do not present risks that are reasonably likely to have a material adverse effect on us. In evaluating our compensation policies and practices, we considered the following elements of our compensation programs, from the perspective of enterprise risk management and the terms of the Company's compensation policies generally:
The Company’s executive compensation practices are intended to compensate executives primarily on performance, with a large portion of potential compensation at risk.
The HRC has set senior executive compensation with two driving principles in mind: (1) delivering financial results to our stockholders, and (2) ensuring that our customers receive a great experience when visiting our properties. To that end, historically the HRC has set our senior executive compensation so 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 2015, our Board of Directors held 12 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 and Kelvin Davis who attended less than 75% of the meetings of the Board and committees on which they serve. It is our policy that directors are encouraged to attend the Company’s annual stockholder meeting. Five of our directors attended our 2015 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 website located at http://investor.caesars.com.


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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) 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 2015 fiscal year and the written representations received from certain reporting persons that no other reports were required, we believe that during the 2015 fiscal year, 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 21, 2016, the authorized number of members of our Board of Directors is eleven directors. Our Board of Directors recommends that the nominees listed below be elected as members of the Board of Directors at the annual meeting.
Pursuant to our certificate of incorporation, our Board of Directors is divided into three classes. The members of each class will serve for a staggered, three-year term. Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. Each of the nominees, if re-elected, will serve a three year term as a director until the annual meeting of stockholders in 2019 or until his respective successor is duly elected and qualified or until the earlier of his death, resignation or removal. If a nominee becomes unable or unwilling to accept nomination or election, the person or persons voting the proxy will vote for such other person or persons as may be designated by the Board of Directors, unless the Board of Directors chooses to reduce the number of directors 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 I Directors whose terms will expire at the 2016 Annual Meeting
Jeffrey Benjamin

 
54
 
2008
 
Director
Fred Kleisner
  
71
  
2013
 
Director
Lynn Swann
  
64
  
2008
 
Director
 
 
 
 
 
 
 
 
Class II Directors whose terms will expire at the 2017 Annual Meeting
Kelvin Davis
 
52
 
2008
 
Director
Eric Press
 
50
 
2013
 
Director
David Sambur
 
36
 
2008
 
Director
Mark Frissora
 
60
 
2015
 
Director, President and Chief Executive Officer
 
 
 
 
 
 
 
 
Class III Directors whose terms will expire at the 2018 Annual Meeting
Gary Loveman
  
56
  
2000
 
Director, Chairman of the Board
David Bonderman
  
73
  
2008
 
Director
Marc Rowan
  
53
  
2008
 
Director
Christopher Williams
 
58
 
2008
 
Director
As of March 21, 2016, the following is a brief description of the background and business experience of each of our directors and nominees:
Nominees (Whose Term, if Elected, Will Expire at the 2019 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 has previously served on the board of directors of Spectrum Group International, Inc. Mr. Benjamin is the Chairman of the Board of A-Mark Precious Metals, Inc. and also serves on the boards of directors of American Airlines Group Inc., Chemtura Corporation and Exco Resources, Inc. He holds a bachelor’s degree from Tufts University and a master’s degree from the Massachusetts Institute of Technology Sloan School of Management. Mr. Benjamin was elected as a member of our Board because our Board concluded that Mr. Benjamin’s extensive experience in the gaming and investment industries as well as his extensive directorial experience provide the Board with a wealth of knowledge regarding the operational issues facing companies in the gaming industry and a business strategy essential to guiding the Company’s strategy.

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

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.
Class II Directors (Current Term Will Expire at the 2017 Annual Meeting)
Kelvin Davis became a member of our Board of Directors in January 2008 upon consummation of the Acquisition . He is the Founder and Co-Head of TPG Real Estate. He has been a Partner at TPG based in San Francisco since 2000 and is a member of the Firm’s Management Committee. From 2000 to 2009, Mr. Davis led TPG’s North American Buyouts Group, encompassing investments in all non-technology industry sectors. Prior to joining TPG in 2000, Mr. Davis was President and Chief Operating Officer of Colony Capital, LLC, a private international real estate investment firm, based in Los Angeles, which he co-founded in 1991. 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. Mr. Davis currently serves on the boards of directors of Caesars Entertainment Operating Company, Inc., Catellus Development Corporation, Taylor Morrison Home Corporation (NYSE:TMHC), Parkway Properties, Inc. (NYSE:PKY), AV Homes, Inc. (NASDAQ: AVHI), Assisted Living Concepts, Inc. and Evergreen Industrial Properties, Inc. 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 directors 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 holds a bachelor’s degree in Economics from Stanford University and an M.B.A. from Harvard Business School. He is a member of the Company’s Human Resources Committee, the Executive Committee, the Finance Committee and the Nominating and Corporate Governance Committee. Due to Mr. Davis’ experience and wealth of knowledge regarding investments, including real-estate related investments, he provides the Board with valuable knowledge and insight into investment related matters as well as business strategy relevant to the Company.
Eric Press became a member of our Board of Directors in January 2008 upon consummation of the Acquisition. Mr. Press has been a Senior Partner at Apollo Global Management, LLC since 2007 and has been a Partner of other Apollo entities since 1998. Mr. Press has nearly 20 years of experience in financing, analyzing, investing in and/or advising public and private companies and their board of directors. Mr. Press currently serves on the boards of directors of Apollo Commercial Real Estate Finance, Inc., Princimar Chemical Holdings, LLC, Regional Care Hospital Partners Holdings, Inc. and Verso Corporation. He has previously served on the board of directors of the Rodeph Sholom School, Innkeepers Trust USA, Wyndham International, Inc., Quality

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

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

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






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PROPOSAL 2 - ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, the Company’s stockholders have the opportunity to cast an annual advisory vote to approve the compensation of the Company’s named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables (a “say-on-pay” vote). The Company encourages stockholders to read the Compensation Discussion and Analysis, which describes the details of the Company’s executive compensation program and the decisions made by the HRC in 2015.
Stockholders are being asked to adopt the following resolution at the annual meeting:
RESOLVED, that the compensation paid to the named executive officers, as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables), is hereby approved.
As an advisory vote, this proposal is not binding on the Company, the Board, or the HRC, and will not be construed as overruling a decision by the Company, the Board, or the HRC or creating or implying any additional fiduciary duty for the Company, the Board, or the HRC. However, the HRC and the Board value the opinions expressed by the Company’s stockholders in their votes on this proposal and will consider the outcome of the say-on-pay vote when making future decisions regarding the compensation of the Company’s named executive officers.
It is expected that the next say-on-pay vote will occur at the 2019 annual meeting of stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.









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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 their successors are duly elected and qualified or until their 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 and served as Chief Executive Officer and President until July 1, 2015. His business experience is discussed above in “Proposal 1 - Election of Directors - Class III Directors (Current Term Will Expire at the 2018 Annual Meeting).” Mark Frissora serves as Director and, as of July 1, 2015, President and Chief Executive Officer. His business experience is discussed above in “Proposal 1 - Election of Directors - Class II Directors (Current Term Will Expire at the 2017 Annual Meeting).” Other executive officers and their ages as of the date of this proxy statement are:
Name
 
  
Age
 
Position
Janis Jones Blackhurst
  
67
 
Executive Vice President Communications and Government Relations
Richard D. Broome (1)
 
57
 
Executive Vice President of Public Affairs and Communications
Timothy Donovan
  
60
 
Executive Vice President, General Counsel and Chief Regulatory and Compliance Officer
Eric Hession
 
41
 
Executive Vice President and Chief Financial Officer
Thomas Jenkin
  
61
 
Global President of Destination Markets
Gregory Miller
 
55
 
Executive Vice President, Domestic Development
Bob Morse
 
60
 
President of Hospitality
Les Ottolenghi (2)
 
54
 
Executive Vice President and Chief Information Officer
Tariq Shaukat
 
43
 
Executive Vice President and Chief Commercial Officer
Mary Thomas
  
49
 
Executive Vice President, Human Resources
Steven Tight
 
60
 
President, International Development
____________________
(1) Mr. Broome assumed his role effective January 11, 2016.
(2) Mr. Ottolenghi assumed his role effective January 18, 2016.
Ms. Jones Blackhurst became our Executive Vice President, Communications and Government Relations in November 2011. She served as our Senior Vice President of Communications and Government Relations from November 1999 to November 2011. Prior to joining Caesars, Ms. Blackhurst served as Mayor of Las Vegas from 1991 to 1999.
Mr. Broome became our Executive Vice President of Public Affairs and Communications in January 2016. Prior to joining the Company, Mr. Broome served as the Executive Vice President, Corporate Affairs and Communications of Hertz Holdings and Hertz from March 2013 through July 2015. Previously, Mr. Broome served as Senior Vice President, Corporate Affairs and Communications of Hertz Holdings and Hertz from March 2008 to March 2013, and as Vice President, Corporate Affairs and Communications from August 2000 to March 2008.
Mr. Donovan  became 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.
Mr. Hession became our Executive Vice President and Chief Financial Officer in January 2015 and has been our Treasurer since November 2011. Prior to becoming Senior Vice President and Treasurer in November 2011, Mr. Hession served as our Vice President and Treasurer from July 2010 to November 2011. Prior to his employment with the Company, Mr. Hession spent five years with Merck and Company, working in various capacities in Pennsylvania, North Carolina, and at their New Jersey corporate headquarters.
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.

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

Mr. Ottolengh i became our Executive Vice President and Chief Information Officer in January 2016. Prior to joining the Company in early 2016, Mr. Ottolenghi held the same role at Las Vegas Sands Corporation from June 2013 to August 2015. Mr. Ottolenghi was also the Founder and served as CEO of Plat4m Technologies, formerly Firebox, LLC, from August 2007 to May 2013.
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 December 2005 to December 2007 and as Associate Principal from December 2007 to June 2009.
Ms. Thomas  became our Executive Vice President, Human Resources in November 2011. She served as our Senior Vice President, Human Resources from January 2006 to November 2011. Prior to joining us, Ms. Thomas served as Senior Vice President, Human Resources North America for Allied Domecq Spirits & Wines from October 2000 to December 2005.
Mr. Tight became our President, International Development in July 2011. Prior to joining us, Mr. Tight served as Chief Executive Officer of Aquiva Development from August 2008 to August 2009 and Chief Executive Officer of Al Sharq Investment from December 2004 to July 2008. Mr. Tight earlier served as Senior Vice President International Development for the Walt Disney Company from March 2000 to April 2004 and as Vice President of Business Development from July 1996 to February2000 and Vice President of Finance from July 1992 to June 1996.


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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
Adjusted EBITDA results for 2015 were $2,399 million. Customer satisfaction, measured through our customer surveys, continued to improve reaching record high results in 2015.

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. The non-financial measurement used to determine plan payments for all participants is customer satisfaction, as measured by a third party from customer surveys of the loyalty program in which we participate (“Total Rewards”).

The 2015 annual cash incentives paid to our named executive officers were based on our Adjusted EBITDA of $2,399 million and customer satisfaction improvement of 3.3%. The EBITDA results reached 109% of plan. The HRC approved the corporate score of 150 points in December 2015.

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

Our named executive officers did not receive an increase in base salary in 2015.


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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 2013 say-on-pay vote were in favor of our named executive compensation. Also in 2013, the stockholders approved, on an advisory basis, holding future say-on-pay votes every three years (the “say-on-frequency” vote). In light of the result of the 2013 say-on-frequency vote, the HRC decided that the Company will present future say-on-pay votes every three years until the next required say-on-frequency vote. Accordingly, we are holding a say-on-pay vote at this 2016 Annual Meeting. We currently expect that the next say-on-frequency vote will occur at the 2019 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.     
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 2015 compensation, the HRC did not engage any consultants. Rather, consultants were engaged by our Human Resources executives, and these consultants helped formulate information that was then provided to the HRC. See “Role of outside consultants in establishing compensation” below.
2015 HRC Activity
During six meetings in 2015, as delineated in the Human Resources Committee Charter and as outlined below, the HRC performed various tasks in accordance with their assigned duties and responsibilities, including:
Chief Executive Officer Compensation: reviewed and approved corporate goals and objectives relating to the compensation of the Chief Executive Officer, evaluated the performance of the Chief Executive Officer in light of these approved corporate goals and objectives and relative to peer group, evaluated and awarded the equity compensation and annual bonus of the Chief Executive Officer based on such evaluation.
Other Senior Executive Officer Compensation: set base compensation and annual bonus compensation (other than for those executives that receive bonuses under the Senior Executive Incentive Plan), and awarded equity compensation for all senior executives, which included an analysis relative to our competition peer group.

22


Director Compensation: reviewed base compensation and awarded equity compensation for non-management directors, which included a review of our practices against peers both in the gaming industry and outside the gaming industry.
Executive Compensation Plans: reviewed status of various executive compensation plans, programs, and incentives our various deferred compensation plans, our various equity plans and amendments to plans.
Equity Compensation Plans: approved awards of equity to certain employees under the 2012 Plan.
Talent Succession: reviewed and evaluated the succession plans relating to the Chief Executive Officer and other executive officer positions; approved the Chief Executive Officer succession plan.
Role of Human Resources Committee. The HRC has sole authority in setting the material compensation of our senior executives, including base pay, incentive pay (other than those executives that receive bonuses under the Senior Executive Incentive Plan, whose compensation under that plan is determined by the Section 162(m) Plan Committee) and equity awards. The HRC receives information and input from our senior executives and outside consultants (as described below) to help establish these material compensation determinations, but the HRC is the final arbiter on these decisions.  
Role of Company executives in establishing compensation . When determining the pay levels for the Chief Executive Officer and our other senior executives, the HRC solicits advice and counsel from internal and external resources. Internal Company resources include the Chief Executive Officer, Executive Vice President of 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 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.
In 2015, 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 2015, 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 equity program and external benchmarking.
2.
Steven Hall provided us with advice regarding executive retention and our equity program.
3.
Mercer Investment Consulting was retained by the Savings & Retirement Plan (401k) and Executive Deferred Compensation Plan Investment Committees to advise these committees on investment management performance, monitoring, investment policy development, and investment manager searches.
4.
Stoel Rives LLP was retained by the Savings & Retirement Plan (401k) Administrative Committee to advise this committee on plan design, compliance and operational consulting for our qualified defined contribution plan.
The consultants provided the information described above to our Human Resources executives to help formulate information that is then provided to the HRC. The direct fees paid to Stoel Rives LLP in 2015 were $109,388 for the 401(k) Plan. There were additional fees paid to Stoel Rives LLP in 2015, but they were paid for by the plan. For 401(k), Mercer switched to a discretionary consulting model in late 2013, and therefore, the fees for investment consulting are a part of the investment management fees paid by the plan. No direct fees are paid to Mercer Investment Consulting from Caesars. For the Executive Deferred Compensation Plans, the fees paid to Mercer Investment Consulting in 2015 are $66,793. The fees paid to Towers Watson were $40,611. The fees paid to Mr. Hall were $50,639.

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The HRC has determined that the work of Towers Watson, Steven Hall, Mercer Investment Consulting and Stoel Rives LLP did not raise any conflicts of interest in fiscal 2015. In making this assessment, the HRC considered that neither Towers Watson, Steven Hall, Mercer Investment Consulting nor Stoel Rives LLP provided any other services to the Company unrelated to executive compensation, except for some work performed by Towers Watson related to employee benefits that we do not believe raises any potential conflicts, and the other factors enumerated in Rule 10C-1(b) under the Exchange Act.
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 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.

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Compensation Program Design Emphasizes Variable and At Risk Compensation

The executive compensation program is designed with our executive compensation objectives in mind and is 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 2015:
 
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)
 
 
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 2.31:1 on the low end to 7.17:1 on the high end. These ratios are merely a reference point for the HRC in setting the compensation of our Chief Executive Officer, and were set after reviewing the job responsibilities of our Chief Executive Officer versus other senior executives and a gaming peer group. 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.
Our Human Resources department conducts an annual review of compensation practices of competitors in the gaming industry. The review covers 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 are 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 2015 were:

Boyd Gaming Corporation
Penn National Gaming, Inc.
Carnival Corporation
Pinnacle Entertainment, Inc.
Hilton Worldwide
Royal Caribbean
Isle of Capri Casinos, Inc.
Starwood
Las Vegas Sands Corp.
Station Casinos, 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

25


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

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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
 
 
Elements of Active Employment Compensation and Benefits
The total cash compensation mix for each named executive officer varies. For our Chief Executive Officer, Mark Frissora, the allocation for 2015 was 30% for base salary and 70% for annual bonus. For the other named executive officers in 2015, the average allocation was 47% for base salary and 53% for annual bonus. Each compensation element is considered 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.  

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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 2015 and the Peer Group Median for each category of compensation, as measured in 2014 for the 2015 SEC filings, the latest data available for the peer group. Peer group amounts in the table below for Mr. Loveman reflect peer group amounts for chief executive officers. Mr. Loveman served as our Chief Executive Officer through June 30, 2015.
 
Base Salary
 
Option Awards
 
Stock Units or Awards
 
Non-Equity Incentive Plan Compensation
 
All Other Compensation
 
Paid($)
 
Peer Group Median($)
 
Paid($)
 
Peer Group Median($)
 
Paid($)
 
Peer Group Median($)
 
Paid($)
 
Peer Group Median($)
 
Paid($)
 
Peer Group Median($)
Mark Frissora,
1,599,231

 
1,171,101

 
5,012,000

 
90,968

 
2,302,000

 
3,763,999

 
3,645,025

 
2,060,611

 
254,574

 
125,877

President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gary Loveman,
1,900,000

 
1,171,101

 

 
90,968

 

 
3,763,999

 
4,062,500

 
2,060,611

 
1,655,742

 
125,877

Chairman of Board
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Eric Hession
696,706

 
550,000

 
89,250

 

 
1,859,956

 
1,490,884

 
787,500

 
395,100

 
16,663

 
14,014

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

 
772,181

 
170,136

 

 
1,327,061

 
1,250,000

 
1,350,000

 
1,040,345

 
43,768

 
83,299

Global President of Destination Markets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tariq Shaukat,
700,000

 
1,250,000

 
89,250

 

 
3,359,951

 
1,500,000

 
787,500

 
1,500,000

 
18,112

 
63,896

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

 
500,000

 
82,705

 
155,598

 
2,046,892

 
1,121,213

 
787,500

 
309,447

 
30,948

 
17,472

Executive Vice President, General Counsel and Chief Regulatory & Compliance Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The base salary of most of our named executive officers is above the median and is a reflection of our position as one of the world's largest gaming companies with operations larger than the average size for our industry. Additionally, several of Mr. Frissora's peers are significant shareholders of their respective companies and, therefore, choose to receive a reduced base salary; this does not apply to Mr. Frissora and did not apply to Mr. Loveman. Mr. Shaukat’s base salary is lower than the peer group median but the HRC believes this is a reflection of the fact that not all companies report the position of Chief Commercial Officer and, therefore, there is a limited comparative set. In 2015, we continued our annual equity program awarding a mix of options to purchase shares and restricted stock units to our leadership population, which the majority of our named executive officers participated in. The Option Awards and Stock Units figures in the above table reflect grant date fair value of the awards granted during 2015. With respect to non-equity incentive plan compensation, our Senior Executive Incentive Plan (for Messrs. Frissora, Loveman, Hession, Jenkin, Shaukat, and Donovan) is a program based on our financial performance and customer service improvement. Bonus amounts are determined at the sole discretion of the 162(m) Plan Committee (subject to certain plan limitations), with input from the Chief Executive Officer for the other named executive officers. With respect to all other compensation, costs above peer group median are related to the costs of Mr. Loveman's personal security, aircraft usage and hotel lodging expense while in Las Vegas. See Note 5 of the "Summary Compensation Table."

28


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. On February 5, 2015, we entered into an employment agreement with Mark Frissora pursuant to which he became our Chief Executive Officer Designate. Effective July 1, 2015, Mr. Frissora became the Chief Executive Officer and President of the Company. Mr. Loveman did not receive an increase in base salary for his service as our Chief Executive Officer and President through June 30, 2015. Our other named executive officers did not receive an increase in base salary in 2015.
Cash Incentive Payments
Senior Executive Incentive Plan and Annual Management Bonus Plan
Our annual cash incentive plan for the named executive officers is the Senior Executive Incentive Plan. The awards granted pursuant to the Senior Executive Incentive Plan are intended to qualify as performance-based compensation under Section 162(m) of the Code. Eligibility to participate in the Senior Executive Incentive Plan is limited to 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 May 2015. 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 2015. 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. Frissora, Loveman, Hession, Jenkin, Donovan, and Shaukat and certain other executive officers participated in the Senior Executive Incentive Plan for 2015. 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.
It has been the 162(m) Plan Committee's practice to implement its discretion under the Senior Executive Incentive 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. In order for participants in the Bonus Plan to receive a bonus, the Company must achieve at least 85% of the financial goals approved by the HRC, although the HRC has the discretion to award bonuses even if the target threshold is not met.

29


The Bonus Plan performance criteria, target percentages, and plan awards for bonus payments for the fiscal year ended December 31, 2015 (paid in 2016) were set in February 2015; however, the HRC continued its past practice of periodically reviewing performance criteria against plan. For the 2015 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. Although officers that participated in the Senior Executive Incentive Plan during 2015 did not participate in the Bonus Plan, goals were set for all officers under this plan. The measurement used to gauge the attainment of these goals is called the “corporate score.”

For 2015, financial goals were 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.

“Adjusted EBITDA” under the Bonus Plan means “Adjusted EBITDA” as defined by the Company to be consistent with agreements governing certain senior secured credit facilities, which are publicly available on our 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.

The non-financial goal is based on our customer satisfaction score. 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 Total Rewards customers taken by a third party. These surveys are taken weekly across a broad spectrum of customers. Customers are asked to rate our casinos' performance using a simple 1-10 rating scale, with a score of 9 or 10 being considered an A score. The survey questions focus on friendly/helpful and wait time in key operating areas, such as beverage service, slot services, Total Rewards, cashier services and hotel operation services. Each of our casino properties works against an annual baseline defined by a composite of their performance in these key operating areas from previous years. Customer satisfaction comprised 20% of the corporate score for 2015, and the target was set at a 2% change from non-A to A scores for 2015. A minimum 1% change from non-A to A scores is required to receive any portion of the customer satisfaction payout. Actual customer satisfaction score for 2015 was 3.3% change in non A to A scores.
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. Frissora is 150% and target payout percentage for Messrs. Hession, 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 develops and recommends 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 a 2% shift in 2015. 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 2015 corporate score of 150 was approved by the HRC. See the "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.
Discretionary Bonus Awards
The HRC has the discretion to award special discretionary bonuses to our named executive officers. In August 2015 the HRC awarded Mr. Donovan a special one-time retention bonus of $200,000 in order to help the Company retain his services, payable in two equal installments of $100,000 on each final regular payroll day of 2015 and 2016. No other named executive officer received a discretionary bonus in 2015.

30


Equity Awards
Retention Awards
In January 2015, the HRC approved one-time discretionary awards of restricted stock units to certain employees to help retain those employees in light of the ongoing Chapter 11 restructuring of CEOC. Messrs. Shaukat, Donovan and Hession received awards of 189,394; 94,697; and 75,758 restricted stock units, respectively. The restricted stock units vest 18 months after the date of grant, subject to continued employment, and are otherwise on substantially the same terms as the Company’s previously awarded restricted stock units.
Annual Awards
In May 2015, the HRC approved annual CEC equity grants for most of the named executive officers and certain other members of management under the 2012 Plan. The 2012 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 the size of the grants, the HRC considers individual performance, market practice, and target value. Both restricted stock units and the stock options granted in May 2015 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 2015, 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)
Mark Frissora (2)
 

 

 

Gary Loveman
 

 

 

Eric Hession
  
26,250

  
91,875

 
$949,200
Thomas Jenkin
  
50,040

  
141,780

 
$1,497,197
Tariq Shaukat
  
26,250

  
91,875

 
$949,200
Timothy Donovan
 
24,325

 
85,138

 
$879,597
____________________
(1)  
The figures in this column reflect the grant date fair value of stock awards and option awards granted during the year in accordance with Accounting Standards Codification, or ASC, Topic 718.
(2)  
Mr. Frissora received a grant under the 2012 Performance Incentive Plan in conjunction with his hiring.
Clawbacks and Forfeitures
Under our Senior Executive Incentive Plan, unless an award agreement provides otherwise (a) in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under applicable securities laws that reduces the amount payable or due in respect of an award under the plan that would have become payable had the Company’s EBITDA been properly reported (as determined by the HRC), (i) the award will be canceled and (ii) a participant will forfeit the cash payable pursuant to the award and the amount(s) (if any) paid to the participant in respect of the award (and the participant may be required to return or pay such amount to the Company); (b) if, following a participant’s termination of employment with the Company, the HRC determines that the Company had grounds to terminate such participant for “cause” (as such term is defined in the HRC’s discretion, or as set forth in a written employment or award agreement between the Company and the participant) then the HRC may, in its sole discretion, (i) cancel any outstanding portion of an award granted under the plan (whether earned or unearned) that is held by such participant without payment therefore and/or (ii) require the participant or other person to whom any payment has been made in connection with such award after the date of the conduct constituting cause, to forfeit and pay to the Company, on demand, all or any portion of the amount(s) received upon the payment of any other award granted under the plan following the date of conduct constituting cause; (c) to the extent required (i) by applicable law (including without limitation the Sarbanes Oxley Act and Section 954 of the Dodd Frank Act), (ii) the rules and regulations of any United States national securities exchange or inter-dealer quotation system on which shares of Caesars common stock are listed or quoted, and/or (iii) pursuant to a written policy adopted by the Company (as in effect and/or as amended from time to time), awards under the plan shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into the plan and all written agreements evidencing the grant of any outstanding award (if any)).


31


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

Employment Agreements

We have entered into employment agreements with each of our named executive officers, which are described below in “- Discussion 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.

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

Policy Concerning Tax Deductibility

The HRC's policy with respect to qualifying compensation paid to its executive officers for tax deductibility purposes is that executive compensation plans will generally be designed and implemented to maximize tax deductibility. However, non-deductible compensation may be paid to executive officers when necessary for competitive reasons or to attract or retain a key executive, or where achieving maximum tax deductibility would be considered disadvantageous to our best interests. Our Senior Executive Incentive Plan is designed to comply with Section 162(m) of the Code so that annual bonuses paid under these plans, if any, will be eligible for deduction by us. See “-Senior Executive Incentive Plan.”
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 typically approved annually by the HRC. These objectives are revisited each year. Due to Mr. Loveman’s resignation as Chief Executive Officer and Mr. Frissora’s assumption of duties, no formal objectives were approved for 2015. However, the HRC reviewed Mr. Frissora’s performance in making a recommendation to the 162(m) Committee for the bonuses paid under the Senior Executive Incentive Plan.

32


The HRC's assessment of the Chief Executive Officer's performance is generally based on a subjective or objective review (as applicable) of performance against these objectives. Specific weights may be assigned to particular objectives at the discretion of the HRC, and those weightings, or more focused objectives, are communicated to the Chief Executive Officer at the time the goals are set.
As Chief Executive Officer, Mr. Frissora'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. Frissora's base salary against peer groups, his roles and responsibilities within the Company, his contribution to our success and his individual performance against his stated objective criteria.
Mr. Frissora's salary, bonus and equity awards differ from those of our other named executive officers in order to (a) keep Mr. Frissora'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
We provided for Mr. Loveman’s and Mr. Frissora’s personal use of Company aircraft at certain times during 2015. 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.
These perquisites are more fully described in the “Summary Compensation Table.”
Our use of perquisites as an element of compensation is limited. We do not view perquisites as a significant element of our comprehensive compensation structure, but we do believe that they can be used in conjunction with base salary to attract, motivate and retain individuals in a competitive environment.
Under our group life insurance program, senior executives, including the named executive officers, are eligible for an employer provided life insurance benefit equal to three times their base annual salary, with a maximum benefit of $5.0 million. Mr. Loveman was provided with a life insurance benefit of $3.5 million under our group life insurance program and additional life insurance policies with a benefit of $5.5 million. In addition to group long term disability benefits, which are available to all benefits eligible employees, Mr. Loveman and Mr. Jenkin are covered under a Company-paid individual long-term disability insurance policy paying an additional $5,000 monthly benefit. Messrs. Frissora, Donovan, Hession and Shaukat were not employed with the Company at the time this policy was in effect and do not receive this benefit. Mr. Loveman also had an individual long-term disability insurance policy with a $5 million paid benefit. 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.
Other Benefits
During 2015, all of our named executive officers were eligible to participate in our health and welfare benefit plans, including the Caesars Savings and Retirement Plan (the “S&RP”).
Deferred Compensation Plans
Certain named executive officers have balances in two deferred compensation plans, each of which have been frozen and no longer provide for voluntary deferrals by active employees. These are the Harrah’s Executive Supplemental Savings Plan, or ESSP and the Harrah’s Executive Supplemental Savings Plan II, or ESSP II, which was implemented in 2005 and structured to comply with the American Jobs Creation Act of 2004. Deferrals to the ESSP II were frozen as of January 1, 2015 and deferrals to the ESSP were discontinued upon the adoption of the ESSP II in December 2004. Certain of our named executive officers may also have balances in certain other deferred compensation plans attributable to CEOC, as described in further detail in Note 17 to the consolidated financial statements included in our 2015 Annual Report.
 


33



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 2015 Annual Report.  
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.


34


Summary Compensation Table
The Summary Compensation Table below sets forth certain compensation information for our Chief Executive Officer, our former Chief Executive Officer and current executive Chairman, our Chief Financial Officer, and our three additional most highly compensated executive officers during 2015 (our named executive officers).
(a)
Name and Principal
Position
 
(b)
Year
 
(c)
Salary
($)
 
(d)
Bonus (2)
($)
 
(e)
Stock
Awards  (1)
($)
 
(f)
Option
Awards
(1)
($)
 
(g)
Non-Equity
Incentive Plan
Compensation  (3)
($)
 
(h)
Change in
Pension Value
and
Nonqualified-
Deferred
Compensation
Earnings
(4)
($)
 
(i)
All Other
Compensation  (5)
($)
 
(j)
Total
($)
Mark Frissora,
 
2015
 
$
1,599,231

 
$

 
$
2,302,000

 
$
5,012,000

 
$
3,645,025

 
$

 
$
254,574

 
$
12,812,830

President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gary Loveman,
 
2015
 
1,900,000

 

 

 

 
4,062,500

 

 
1,655,742

 
7,618,242

Chairman of the Board
2014
 
1,900,000

 

 
20,799,680

 
6,025,403

 
2,437,500

 

 
1,488,158

 
32,650,741

 
2013
 
1,900,000

 

 
1,409,963

 
659,256

 
2,166,000

 

 
1,486,324

 
7,621,543

Eric Hession,
 
2015
 
696,706

 

 
1,859,956

 
89,250

 
787,500

 

 
16,663

 
3,450,075

Executive Vice President, Chief Financial Officer (6)
 

 


 

 

 

 


 

 

 


 

 


 

 

 

 


 

 

 


Thomas Jenkin,
 
2015
 
1,200,000

 

 
1,327,061

 
170,136

 
1,350,000

 

 
43,768

 
4,090,965

Global President of Destination Markets
2014
 
1,200,000

 

 
1,712,480

 
903,742

 
525,000

 

 
32,598

 
4,373,820

2013
 
1,200,000

 

 
770,625

 
223,055

 
675,000

 

 
33,427

 
2,902,107

Tariq Shaukat,
 
2015
 
700,000

 

 
3,359,951

 
89,250

 
787,500

 

 
18,112

 
4,954,813

Executive Vice President and Chief Commercial Officer
2014
 
700,000

 

 
1,405,975

 
658,982

 
475,000

 

 
18,262

 
3,258,219


 


 

 

 

 


 

 

 


Timothy Donovan,
 
2015
 
700,000

 
100,000

 
2,046,892

 
82,705

 
787,500

 

 
30,948

 
3,748,045

Executive Vice President, General Counsel and Chief Regulatory and Compliance Officer
 
2014
 
700,000

 
100,000

 
1,094,780

 
527,190

 
500,000

 

 
26,039

 
2,948,009

 
2013
 
700,000

 
100,000

 
417,425

 
120,825

 
399,000

 

 
32,698

 
1,769,948

____________________
(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 the consolidated financial statements included in our 2015 Annual Report.
Performance-based options are valued using a Monte Carlo simulation option pricing model. This model approach provides a probable outcome fair value for these types of awards.
In December 2013, the HRC approved a change to the $57.41 performance options vesting that applied to all relevant outstanding performance options and required no action from the option holder. The vesting for the outstanding $57.41 performance options was revised to vest 50% of options on March 15, 2014 and 50% of options on March 15, 2015. If the Company's 30-day trailing average stock price equals or exceeds $57.41 per share prior to the revised vesting dates, the outstanding $57.41 performance options will vest immediately. There was no incremental fair value associated with this modification under FASB ASC 718 and thus there is no reportable compensation from this modification.
(2)  
Reflects discretionary cash bonuses to Mr. Donovan.
(3)  
Messrs. Frissora, Loveman, Hession, Jenkin, Shaukat and Donovan received 2015 bonuses pursuant to the Senior Executive Incentive Plan in the amounts of $ 3,645,025 , $ 4,062,500 , $787,500 , $ 1,350,000 , $ 787,500 , and $ 787,500 , respectively. Messrs. Loveman, Jenkin, Shaukat, and Donovan received 2014 bonuses pursuant to the Senior Executive Incentive Plan in the amounts of $ 2,437,500 , $ 525,000 , $ 475,000 and $ 500,000 , respectively. Messrs. Loveman, Jenkin, and Donovan received 2013 bonuses pursuant to the Senior Executive Incentive Plan.
(4)  
This table excludes earnings of $277,371 earned by Mr. Jenkin from his participation in deferred compensation plans with liabilities attributable to CEOC.

35


(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:
    
 
 
2015
Name
 
401K Employer Match
($)
 
Cost of Life and Disability Insurance ($)
 
Executive
Security
($)
 
Allocated
amount for
aircraft usage
($)
 
Relocation($)
 
Tax Reimbursements ($)
Mark Frissora
 
$
600

 
$

 
$

 
$
74,607

 
$
127,743

 
$

Gary Loveman
 
600

 
75,960

 
273,389

 
1,241,474

 

 
13,875

Eric Hession
 
600

 

 

 

 

 

Thomas Jenkin
 
600

 
2,211

 

 

 

 

Tariq Shaukat
 
600

 

 

 

 

 

Timothy Donovan
 
600

 

 

 

 

 

We have provided Mr. Loveman with executive security protection. See “Compensation Discussion and Analysis-Elements of Compensation-Personal Benefits and Perquisites” for additional information. For security reasons, Mr. Loveman uses private aircraft for personal and business travel. The amount allocated to Mr. Loveman for personal and/or commuting aircraft usage is calculated based on the incremental cost to us of fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs, and other miscellaneous variable costs. Since our aircraft are used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots' salaries, depreciation of the purchase costs of our aircraft, and the cost of maintenance not specifically related to trips.   Commuting aircraft usage during 2015 for Mr. Loveman consisted of approximately $840,000 of the amount reflected above. In addition, because we provide usage of our aircraft to customers, we sometimes provide a private charter service to Mr. Loveman when our aircraft are not available. As a result, the compensation associated with Mr. Loveman’s aircraft usage includes the costs of such private charters, which are significantly higher than the costs of our aircraft. We believe our customers prefer using our aircraft over private charters and generally prioritize use of our aircraft accordingly. If Mr. Loveman had not been required to use the charter service during 2015, his compensation associated with aircraft usage would have been approximately one-half of what is reflected above.
(6)  
Mr. Hession was appointed Executive Vice President and Chief Financial Officer of the Company on January 1, 2015.



36


Discussion of the 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 to serve as Chief Executive Officer and President effective on December 21, 2014. The term of the agreement expires on December 31, 2016, but may be terminated earlier by the Company with or without “Cause” (as 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 is $1,900,000. Mr. Loveman participates in the Company’s Senior Executive Incentive Plan and is 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 ESSP II, and our health and welfare benefit plans, including the S&RP, and expanded the Company’s commitment to provide health and dental benefits to Mr. Loveman so that they also cover his spouse. In addition, the agreement entitles Mr. Loveman to an individual long-term disability policy with a $180,000 annual maximum benefit and an individual long term disability excess policy with an additional $540,000 annual maximum benefit, subject to insurability.

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

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

Mr. Loveman is also entitled to life insurance with a death benefit of at least three times his base annual salary. The agreement also requires Mr. Loveman, for security purposes, to use our aircraft, or other private aircraft, for himself and his family for business and personal travel. The agreement also provides that Mr. Loveman will be provided with accommodations while performing his duties in Las Vegas, and we will also pay Mr. Loveman a gross-up payment for any taxes incurred for such accommodations. Our Board can terminate the employment agreement with or without cause, and Mr. Loveman can resign, at any time. Mr. Loveman’s employment agreement also provides for certain severance benefits discussed below under "-Potential Payments Upon Termination or Change of Control."  
On February 4, 2015, CEC’s Board of Directors appointed Mark Frissora to the role of Chief Executive Officer Designate of CEC, effective February 5, 2015, and to succeed Mr. Loveman in the role of Chief Executive Officer and President of CEC, effective July 1, 2015. CEC and Caesars Enterprise Services, LLC (“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 Senior Executive Incentive Plan with a target of 150% of his base salary. Mr. Frissora is entitled to certain perquisites, including (i) the use of corporate 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

37


service through date of termination, paid when bonuses are payable generally to active employees; and (iii) continue his benefits coverage for 24 months. In addition, upon any such termination within the (i) six month period prior to a change in control or (ii) 12 month period following a change in control, CEC will (a) 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 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.
In connection with the transition from Mr. Loveman to Mr. Frissora, on February 4, 2015, we entered into a letter agreement with Mr. Loveman. The letter agreement provides that, if at any time after the date of the letter agreement and prior to December 31, 2016, Mr. Loveman ceases to be the Chief Executive Officer and President of the Company, Mr. Loveman may resign all of his positions with the Company and its related entities (subject to notice requirements). Upon any such separation from service, Mr. Loveman is entitled to the compensation under his Employment Agreement as if he had been terminated without cause or left for good reason.

Other Named Executive Officers. We entered into an employment agreement with Thomas Jenkin on January 3, 2012 which superseded his original agreement from February 28, 2008. The agreement is for a term of four years beginning on January 3, 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. 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 Eric Hession on November 10, 2014. The agreement with Mr. Hession was for a term of four years beginning on November 10, 2014 and is automatically renewed for successive one year terms unless either we or the executive delivers a written notice of nonrenewal at least six months prior to the end of the term. We entered into an employment agreement with Tariq Shaukat on April 2, 2012. The agreement with Mr. Shaukat is for a term of four years beginning on April 2, 2012 and is automatically renewed for successive one year terms unless either we or the executive delivers a written notice of nonrenewal at least six months prior to the end of the term.

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. Hession, $700,000. The HRC reviews base salaries on an annual basis with a view towards merit increases (but not decreases) in such salary. In addition, each executive participates in our annual incentive bonus program applicable to the executive's position and shall have the opportunity to earn an annual bonus based on the achievement of performance objectives.

During 2015, each of Messrs. Frissora, Jenkin, Hession, Shaukat and Donovan was entitled to participate in benefits and perquisites, group health insurance, long term disability benefits, life insurance, vacation, reimbursement of expenses, director and officer insurance and the ability to participate in our 401(k) plan. With respect to Mr. Jenkin, if (a) the executive attains age 50 and, when added to his number of years of continuous service with us, including any period of salary continuation, the sum of his age and years of service equals or exceeds 65, and at any time after the occurrence of both such events executive's employment is terminated and his employment then terminates either (1) without cause or (2) due to non-renewal of the agreement, or (b) the

38


executive attains age 55 and, when added to his number of years of continuous service with us, including any period of salary continuation, the sum of his age and years of service equals or exceeds 65 and the executive's employment is terminated other than for cause, he will be entitled to lifetime coverage under our group health insurance plan. Mr. Jenkin has met both of the criteria noted above. Mr. Jenkin will be required to pay 20% of the premium for this coverage and we will pay the remaining premium, which will be imputed taxable income to the executive. This insurance coverage terminates if Mr. Jenkin competes with us.

On April 8, 2016, we entered in to an amendment to Mr. Shaukat’s employment agreement. Pursuant to the amendment, Mr. Shaukat is entitled to certain benefits upon a voluntary termination that is effective on or after May 31, 2016 and on or before December 31, 2016. See “- Potential Payments Upon Termination or a Change of Control.”


 
Grants of Plan-Based Awards
The following table gives information regarding potential incentive compensation for 2015 to our executive officers named in the “Summary Compensation Table.” Non-Equity Incentive Plan payouts approved for 2015 are included in the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table.”
 
 
 
 
 
Estimated Future Payouts
Under
Non-Equity Incentive Plan
Awards (1)
 
Stock
Awards:
Number of
Shares of Stocks or Units
(#)
 
Option
Awards:
Number of
Securities
Underlying
Options
(#)
 
Exercise or
Base Price of
Option
Awards
($/Sh)
 
Grant
Date Fair
Value of Stock and
Option
Awards
($) (2)
Name
 
Grant
Date
 
Threshold
($)
 
Target
($)
 
Maximum
($)
 
Mark Frissora
 
n/a
 
383,815

 
2,398,846

 
4,797,692

 

 

 

 

 
 
2/5/2015
(3)  

 

 

 

 
400,000

 
11.51

 
1,860,000

 
 
2/5/2015
(4)  

 

 

 

 
600,000

 
11.51

 
3,152,000

 
 
2/5/2015
(3)  

 

 

 
200,000

 

 

 
2,302,000

Gary Loveman
 
n/a
 
456,000

 
2,850,000

 
5,700,000

 

 

 

 

Eric Hession
 
n/a
 
84,000

 
525,000

 
1,050,000

 

 

 

 

 
 
5/29/2015
(5)  

 

 

 

 
26,250

 
9.36

 
89,250

 
 
5/29/2015
(5)  

 

 

 
91,875

 

 

 
859,950

 
 
1/7/2015
(6)  

 

 

 
75,758

 

 

 
1,000,006

Thomas Jenkin
 
n/a
 
144,000

 
900,000

 
1,800,000

 

 

 

 

 
 
5/29/2015
(5)  

 

 

 

 
50,040

 
9.36

 
170,136

 
 
5/29/2015
(5)  

 

 

 
141,780

 

 

 
1,327,061

Tariq Shaukat
 
n/a
 
84,000

 
525,000

 
1,050,000

 

 

 

 

 
 
5/29/2015
(5)  

 

 

 

 
26,250

 
9.36

 
89,250

 
 
5/29/2015
(5)  

 

 

 
91,875

 

 

 
859,950

 
 
1/7/2015
(6)  

 

 

 
189,394

 

 

 
2,500,001

Timothy Donovan
 
n/a
 
84,000

 
525,000

 
1,050,000

 

 

 

 

 
 
5/29/2015
(5)  

 

 

 

 
24,325

 
9.36

 
82,705

 
 
5/29/2015
(5)  

 

 

 
85,138

 

 

 
796,892

 
 
1/7/2015
(6)  

 

 

 
94,697

 

 

 
1,250,000

____________________
(1)  
Represents potential threshold, target, and maximum incentive compensation for 2015. The threshold, target, and maximum payouts are calculated by applying the percentage payouts set by the 162(m) Committee to each named executive officer's base salary. Actual target and maximum payouts are determined by Adjusted EBITDA performance and customer satisfaction results under our Bonus Plan, as the means by which the 162(m) committee exercises its negative discretion under the Senior Executive Incentive Plan, described more fully under the "-Compensation Discussion and Analysis - Elements of Compensation - Cash Incentive Payments - Senior Executive Incentive Plan and Annual Management Bonus Plan".
(2)  
The figures in this column reflect the grant date fair value of stock awards and option awards granted during the year in accordance with ASC Topic 718. Assumptions used in the calculations of these amounts are set forth in Note 18 to the consolidated financial statements included in our 2015 Annual Report.
(3)  
Reflects CEC restricted stock units and options to purchase CEC common stock granted under the 2012 Plan that vest in equal annual installments of 25% over a four year period.
(4)  
Reflects options to purchase CEC common stock granted under the 2012 Plan that vest as follows: 200,000 vest based on the achievement of a $30.00 stock-price target, and 400,000 vest based on the achievement of certain EBITDA goals.
(5)  
Reflects options to purchase CEC common stock and CEC restricted stock units granted under the 2012 Plan as described under “ - Compensation Discussion and Analysis - Elements of Compensation - Equity Awards - Annual Awards.”

39



(6)  
Reflects CEC restricted stock units granted under the 2012 Plan as described under “Compensation Discussion and Analysis - Elements of Compensation - Equity Awards - Retention Awards”
Outstanding Equity Awards at Fiscal Year-End
The following table shows the outstanding options to purchase CEC common stock and CEC restricted stock units, as well as (where noted) the outstanding awards to receive CAC Class A common stock, held by each of our named executive officers as of December 31, 2015. See “-Executive Compensation - Compensation Discussion and Analysis - Elements of Compensation -Equity Awards - Annual Awards” and “-Executive Compensation - Compensation Discussion and Analysis - Equity Awards - Retention Awards” for more information.
 
 
Option Awards
 
Stock Awards
Name
 
Number of
Securities
Underlying
Unexercised
Options 
Exercisable (#)
 
Number of
Securities
Underlying
Unexercised
Options 
Unexercisable (#)
 
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
 
Options
Exercise
Price  ($)
 
Options
Expiration
Date
 
Number of Shares or Units of Stock That Have Not Vested (#)
 
Market Value of Shares or Units of Stock That Have Not Vested ($)
Mark Frissora
 

 
400,000

(1)  
600,000

(2)  
11.51

 
2/5/2025
 
200,000

(1)  
1,578,000

Gary Loveman
 
231,918

 

 

 
14.35

 
4/16/2022
 

 
 
 
 
2,761,130

 
677,496

(3)  

 
8.22

 
8/21/2022
 

 
 
 
 
55,417

 
55,417

(4)  

 
13.70

 
6/28/2023
 
51,459

(4)  
406,012

 
 

 

 

 

 
NA
 
TBD

(5)  
5,000,000

 
 
46,444

 
139,334

(6)  

 
21.18

 
5/7/2024
 
57,000

(6)  
449,730

 
 
337,500

 
337,500

(7)  

 
9.84

 
12/23/2024
 
187,500

(7)  
1,276,875

Eric Hession
 
10,458

 
4,649

(8)  
3,486

(9)  
8.23

 
7/25/2022
 

 
 
 
 
18,035

 
4,081

(3)  
1,705

(9)  
8.22

 
8/21/2022
 

 
 
 
 
1,562

 
1,563

(4)  

 
13.7

 
6/28/2023
 
7,500

(4)  
59,175

 
 

 

 

 

 
NA
 
TBD

(5)  
166,667

 
 
5,000

 
15,000

(6)  

 
21.18

 
5/7/2024
 
9,168

(6)  
72,336

 
 

 

 

 

 
NA
 
75,758

(10)  
597,731

 
 

 
26,250

(11)  

 
9.36

 
5/29/2025
 
91,875

(11)  
724,894

Thomas Jenkin
 
298,023

 
65,518

(3)  
35,947

(9)  
8.22

 
8/21/2022
 

 
 
 
 
18,750

 
18,750

(4)  

 
13.70

 
6/28/2023
 
28,125

(4)  
221,906

 
 

 

 

 

 
NA
 
TBD

(5)  
233,333

 
 
22,000

 
66,000

(6)  
 
 
21.18

 
5/7/2024
 
27,000

(6)  
213,030

 
 

 
50,040

(11)  

 
9.36

 
5/29/2025
 
141,780

(11)  
1,118,644

Tariq Shaukat
 
43,686

 
19,416

(12)  
14,562

(9)  
8.22

 
5/2/2022
 

 
 
 
 
13,672

 
13,672

(4)  

 
13.70

 
6/28/2023
 
20,508

(4)  
161,808

 
 

 

 

 

 
NA
 
TBD

(5)  
233,333

 
 
16,041

 
48,126

(6)  

 
21.18

 
5/7/2024
 
19,688

(6)  
155,338

 
 

 

 

 

 
NA
 
189,394

(10)  
1,494,319

 
 

 
26,250

(11)  

 
9.36

 
5/29/2025
 
91,875

(11)  
724,894