Caesars Entertainment (CZR) Proxy filing summary

Executive summary

• A merger agreement was entered into on May 27, 2026, under which the company will become a wholly owned subsidiary of Fertitta Entertainment through a merger with Empire Merger Sub, Inc.

• Supplemental proxy disclosures were issued following a stockholder demand letter alleging omitted material information regarding legal counsel's engagement.

• The company voluntarily supplemented its proxy statement to avoid litigation delays, without admitting any liability or wrongdoing.

Voting matters and shareholder proposals

• Stockholders are solicited to vote on the proposed merger transaction as detailed in the definitive proxy statement.

Board of directors and corporate governance

• Directors and executive officers are identified as participants in the proxy solicitation for the merger.

• Information on directors' and officers' interests and security holdings is disclosed in the proxy and annual filings.