UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 14, 2022. On June 14, 2022, American Election Services, LLC (“AES”), the independent inspector of elections for the Annual Meeting, delivered a report of the final voting results for each of the matters set forth below that were submitted to a vote at the Annual Meeting. Present at the Annual Meeting, either in person or by proxy, were holders of 197,626,463 shares of the Company’s common stock, constituting a quorum of the Company’s outstanding shares. At the Annual Meeting, the Company’s shareholders considered three proposals. Each of the proposals is discussed briefly below and is described in more detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 25, 2022 (the “Proxy Statement”).
The tabulation from AES of the voting results for the election of directors and other proposals submitted to a vote at the Annual Meeting is set forth below.
Proposal 1: Election of Directors
The shareholders elected the Company’s nominees to the Board of Directors of the Company (the “Board”). The nominees for election to the Board, the number and type of votes cast with respect to each nominee, as well as the number of broker non-votes with respect to each nominee, were as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Gary L. Carano | 181,006,949 | 1,832,721 | 14,786,793 | |||||||||||||||||
| Bonnie S. Biumi | 182,460,829 | 378,841 | 14,786,793 | |||||||||||||||||
| Jan Jones Blackhurst | 182,397,099 | 442,571 | 14,786,793 | |||||||||||||||||
| Frank J. Fahrenkopf | 179,025,342 | 3,814,328 | 14,786,793 | |||||||||||||||||
| Don R. Kornstein | 174,497,252 | 8,342,418 | 14,786,793 | |||||||||||||||||
| Courtney R. Mather | 180,794,546 | 2,045,124 | 14,786,793 | |||||||||||||||||
| Sandra D. Morgan | 182,468,576 | 371,094 | 14,786,793 | |||||||||||||||||
| Michael E. Pegram | 180,804,676 | 2,034,994 | 14,786,793 | |||||||||||||||||
| Thomas R. Reeg | 182,485,993 | 353,677 | 14,786,793 | |||||||||||||||||
| David P. Tomick | 180,449,655 | 2,390,015 | 14,786,793 | |||||||||||||||||
Each of the foregoing directors was elected by a plurality of the votes cast at the Annual Meeting at which a quorum was present.
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation
The shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s Proxy Statement. The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
165,274,577 | 17,493,232 | 71,861 | 14,786,793 | |||||||||||||||||
| The foregoing Proposal 2 was approved. | ||||||||||||||||||||
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
The shareholders approved the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The number and type of votes cast with respect to the proposal were as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
197,516,708 | 56,676 | 53,079 | N/A | |||||||||||||||||
| The foregoing Proposal 3 was approved. | ||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CAESARS ENTERTAINMENT, INC. | ||||||||||||||
| Date: | June 21, 2022 | By: | /s/ Edmund L. Quatmann, Jr. | |||||||||||
Edmund L. Quatmann, Jr. | ||||||||||||||
Executive Vice President, Chief Legal Officer and Secretary | ||||||||||||||