Caesars Entertainment (CZR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 9, 2026, at Eldorado Resort & Casino, Reno, Nevada, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders can vote electronically, by mail, phone, or in person, with detailed instructions provided.

• The company is the largest casino-entertainment provider in the U.S., operating under several major brands and focusing on diversified gaming, hospitality, and digital experiences.

Voting matters and shareholder proposals

• Shareholders will elect eleven directors to serve until the 2027 annual meeting.

• An advisory vote on named executive officer compensation (say-on-pay) is included.

• Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2026 is proposed.

• Shareholder proposals for the 2027 meeting must be submitted by December 24, 2026.

Board of directors and corporate governance

• The board consists of eleven members with diverse backgrounds in gaming, finance, legal, and public policy.

• Two directors were appointed in 2025 under a nomination agreement with the Icahn Group, which includes standstill and resignation provisions based on share ownership.

• The board has four main committees: Audit, Compensation, Nominating and Corporate Governance, and Corporate Social Responsibility, all composed of independent directors.

• The board structure includes an Executive Chairman, CEO, President/COO, and a Lead Independent Director.

• Annual board and committee evaluations are conducted, with periodic third-party assessments.