Caesars Entertainment (CZR) Proxy filing summary

Executive summary

• A special meeting is scheduled for September 22, 2026, for shareholders to vote on a proposed merger where Empire Merger Sub, Inc., a subsidiary of Fertitta Gaming Holdco, LLC, will merge with and into the company, making it a wholly owned subsidiary of Fertitta Gaming Holdco, LLC.

• Each eligible share will be converted into the right to receive $31.00 in cash, plus a ticking fee if the merger is not completed by June 26, 2027.

• The board unanimously recommends voting in favor of the merger, citing a significant premium over the unaffected share price, certainty of cash consideration, and the fairness opinion from PJT Partners.

• The merger is not subject to a financing condition; committed debt and equity financing are in place.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) approval of the merger, (2) advisory approval of compensation for named executive officers in connection with the merger, and (3) approval of any adjournment of the meeting to solicit additional proxies if needed.

• Approval of the merger requires a majority of outstanding shares; the compensation and adjournment proposals require a majority of votes cast.

• A voting and support agreement is in place with a major shareholder, Recreational Enterprises, Inc., covering 4.2% of shares.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, including a go-shop period and negotiations with multiple parties.

• The board considered the interests of directors and executive officers, including equity awards and potential severance benefits.

• The merger agreement allows for a board nominee from Parent prior to closing, subject to regulatory approval.