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

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 reconvened annual meeting of shareholders on July 2, 2019 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders were requested to: (1) elect eight directors to serve until the 2020 annual meeting of shareholders of the Company or until their successors are duly elected and qualified; (2) to approve, on an advisory, non-binding basis, named executive officer compensation; (3) to select, on an advisory, non-binding basis, the frequency of future advisory votes on named executive officer compensation; (4) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019; (5) to approve a proposed amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Existing Charter”) to enable shareholders who beneficially own at least 15% of the Company’s outstanding common stock to call special meetings (such amendment, the “Special Meeting Charter Amendment”); and (6) to approve a proposed amendment to the Existing Charter to limit the terms upon which the Company may adopt any “rights plan” or “poison pill” (such amendment, the “Rights Plan Charter Amendment”). Copies of the proposed Special Meeting Charter Amendment and Rights Plan Charter Amendment were filed with the Securities and Exchange Commission on May 15, 2019 as Annexes A and B, respectively, to the Company’s Definitive Proxy Statement on Schedule 14A. The voting results were as follows:

Proposal 1: Election of Directors.

Proposal 2: To Approve, on an Advisory, Non-binding Basis, Named Executive Officer Compensation.    

3.2    Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Caesars Entertainment Corporation.

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CAESARS ENTERTAINMENT Corp Exhibit
EX-3.1 2 d773647dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAESARS ENTERTAINMENT CORPORATION CAESARS ENTERTAINMENT CORPORATION,…
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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.

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