Caesars Entertainment Corporation (NASDAQ:CZR) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

Caesars Entertainment Corporation (the “Company”) held its special meeting of stockholders on July25, 2017 (the “Special Meeting”) at 8:00 a.m. Pacific Time in the Classico Chapel, at Caesars Palace, One Caesars Palace Drive, Las Vegas, Nevada 89109. At the Special Meeting, the Company’s stockholders were requested to: (1)adopt the Amended and Restated Agreement and Plan of Merger, dated as of July9, 2016, between the Company and Caesars Acquisition Company (“CAC”), as amended by the First Amendment to Amended and Restated Agreement and Plan of Merger, dated as of February20, 2017 (as amended, the “Merger Agreement”), to which, among other things, CAC will merge with and into the Company (the “Merger”), with the Company as the surviving company, and approve the Merger; (2)approve the issuance of shares of common stock, par value $0.01 per share, of the Company (“CEC Common Stock”) to CAC stockholders as consideration for the Merger contemplated by the Merger Agreement (the “Merger Stock Issuance”); (3) approve the issuance of shares of CEC Common Stock to creditors of Caesars Entertainment Operating Company, Inc. and certain of its subsidiaries (collectively, the “Debtors”) in connection with the emergence (the “Emergence”) of the Debtors from Chapter 11 of the United States Bankruptcy Code (the “Emergence Stock Issuance”); (4)approve the issuance of shares of CEC Common Stock under the approximately $1.1billion of 5.00% Convertible Senior Notes due 2024 to be issued by the Company to certain creditors of the Debtors in connection with the Emergence (the “Convertible Notes Stock Issuance”); (5) approve, on a non-binding, advisory basis, the Merger-related compensation for the Company’s named executive officers and certain of CAC’s named executive officers (the “CEC Advisory Compensation Proposal”); (6) approve an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock from 1,250,000,000 shares of CEC Common Stock to 2,000,000,000 shares of CEC Common Stock (the “Authorized Shares Proposal”); (7) approve an amendment to the Company’s certificate of incorporation to allow for cumulative voting in the election of individuals to the Company’s board of directors (the “Cumulative Voting Proposal”); (8) approve an amendment to the Company’s certificate of incorporation to implement, over a number of years, the declassification of the Company’s board of directors (the “Board Declassification Proposal”); (9) approve the Caesars Entertainment Corporation 2017 Performance Incentive Plan (the “CEC 2017 PIP Proposal”); and (10)approve the adjournment of the Special Meeting if necessary to solicit additional proxies if there are not sufficient votes to approve Proposals 1 through 9.

As of the close of business on June19, 2017, the record date for the Special Meeting, there were 149,079,231 shares of CEC Common Stock outstanding and entitled to vote at the Special Meeting. A quorum of 140,468,486 shares of the CEC Common Stock was represented in person or by proxy at the Special Meeting. The Company’s stockholders approved each proposal and the voting results were as follows:

Proposal 1: Adoption of the Merger Agreement and Approval of the Merger

This proposal was approved, receiving the affirmative vote of approximately 87.80% of CEC Common Stock outstanding and entitled to vote at the Special Meeting.

Proposal 2: Approval of the Merger Stock Issuance

This proposal was approved, receiving the affirmative vote of approximately 99.98% of the votes cast by stockholders present in person or by proxy at the Special Meeting and entitled to vote.

Proposal 3: Approval of the Emergence Stock Issuance

This proposal was approved, receiving the affirmative vote of approximately 99.98% of the votes cast by stockholders present in person or by proxy at the Special Meeting and entitled to vote.

Proposal 4: Approval of the Convertible Notes Stock Issuance

This proposal was approved, receiving the affirmative vote of approximately 99.98% of the votes cast by stockholders present in person or by proxy at the Special Meeting and entitled to vote.

Proposal 5: Approval of the CEC Advisory Compensation Proposal

This proposal was approved, receiving the affirmative vote of approximately 96.72% of the votes cast by stockholders present in person or by proxy at the Special Meeting and entitled to vote.

Proposal 6: Approval of the Authorized Shares Proposal

This proposal was approved, receiving the affirmative vote of approximately 93.18% of CEC Common Stock outstanding and entitled to vote at the Special Meeting.

Proposal 7: Approval of the Cumulative Voting Proposal

This proposal was approved, receiving the affirmative vote of approximately 87.55% of CEC Common Stock outstanding and entitled to vote at the Special Meeting.

Proposal 8: Approval of the Board Declassification Proposal

This proposal was approved, receiving the affirmative vote of approximately 87.81% of CEC Common Stock outstanding and entitled to vote at the Special Meeting.

Proposal 9: Approval of the CEC 2017 PIP Proposal

This proposal was approved, receiving the affirmative vote of approximately 88.88% of the votes cast by stockholders present in person or by proxy at the Special Meeting and entitled to vote.

Proposal 10: Adjournment of the Special Meeting

This proposal was approved, receiving the affirmative vote of approximately 99.17% of the votes cast by stockholders present in person or by proxy at the Special Meeting and entitled to vote. However, as there were sufficient votes at the time of the Special Meeting to adopt Proposals 1 through 9, the adjournment of the Special Meeting to solicit additional proxies was unnecessary.

On July25, 2017, the Company issued a press release announcing that stockholders of the Company and of CAC voted to approve the Merger and other matters related to the restructuring of Caesars Entertainment Operating Company, Inc. and its emergence from bankruptcy. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this report by reference.

(d) Exhibits. The following exhibit is being filed herewith:

CAESARS ENTERTAINMENT Corp Exhibit
EX-99.1 2 d431188dex991.htm EX-99.1 EX-99.1 Exhibit 99.1     Contacts:    Media         Investors           Stephen Cohen         Joyce Arpin         (212) 886-9332       (702) 880-4707    Caesars Entertainment Corporation and Caesars Acquisition Company Announce Stockholder Approval of Proposed Merger LAS VEGAS,…
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About Caesars Entertainment Corporation (NASDAQ:CZR)

Caesars Entertainment Corporation (Caesars) is a holding company. The Company offers casino-entertainment and hospitality services. It operates through three segments: Caesars Entertainment Resort Properties (CERP), Caesars Growth Partners Casino Properties and Developments (CGP Casinos) and Caesars Interactive Entertainment, Inc. (CIE). The Company’s facilities include gaming offerings, food and beverage outlets, hotel and convention space, and non-gaming entertainment options. In addition to its brick and mortar assets, it operates an online gaming business that provides social and mobile games offerings that utilize virtual currency, as well as real money games in certain jurisdictions. The Company owns CERP and an interest in Caesars Growth Partners, LLC (CGP). Through its consolidated entities, it owns and operates approximately 10 casinos in the United States, with over one million square feet of gaming space and over 23,000 hotel rooms.