Caesars Entertainment, Inc.

8-K · czr-20260609.htm iXBRL

0001590895 2026-06-09 2026-06-09

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  
 FORM 8-K
  
 CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
 June 9, 2026
 Date of Report (Date of earliest event reported)
  
 CAESARS ENTERTAINMENT, INC.
 (Exact name of registrant as specified in its charter)
  

 Delaware 001-36629 46-3657681
 (State of Incorporation) (Commission File Number) (IRS Employer Identification Number)

 100 West Liberty Street, 12th Floor , Reno , Nevada 89501
 (Address of principal executive offices, including zip code) 
 (775)   328-0100
 (Registrant’s telephone number, including area code)
 N/A
 (Former Name or Former Address, if Changed Since Last Report)
  
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  
 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class Trading Symbol(s) Name of each exchange on which registered
 Common stock, $0.00001 par value CZR NASDAQ Stock Market

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company   ☐

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 Item 5.07    Submission of Matters to a Vote of Security Holders.
 The Company held its 2026 Annual Meeting on June 9, 2026. Present at the 2026 Annual Meeting, either in person or by proxy, were holders of 179,300,597 shares of the Company’s common stock, constituting a quorum of the Company’s outstanding shares. At the 2026 Annual Meeting, the Company’s shareholders considered three proposals. Each of the proposals is discussed briefly below and is described in more detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 23, 2026 (the “Proxy Statement”).
 Proposal 1: Election of Directors
 The shareholders elected the Company’s nominees to the Board. The nominees for election to the Board, the number and type of votes cast with respect to each nominee, as well as the number of broker non-votes with respect to each nominee, were as follows:

 Nominee Votes For % Voted Votes Against % Voted Abstentions Broker
Non-Votes
 Gary L. Carano 153,654,389  97.7  % 3,541,728  2.3  % 56,619  22,047,861 
 Bonnie S. Biumi 155,167,075  98.7  % 2,007,368  1.3  % 78,293  22,047,861 
 Jan Jones Blackhurst 155,078,470  98.7  % 2,097,106  1.3  % 77,160  22,047,861 
 Frank J. Fahrenkopf, Jr. 138,676,487  88.2  % 18,505,815  11.8  % 70,434  22,047,861 
 Kim Harris Jones 155,542,635  98.9  % 1,652,800  1.1  % 57,301  22,047,861 
 Jesse Lynn 156,714,584  99.7  % 479,603  0.3  % 58,549  22,047,861 
 Courtney R. Mather 156,207,893  99.4  % 987,563  0.6  % 57,280  22,047,861 
 Ted Papapostolou 151,977,304  96.7  % 5,214,008  3.3  % 61,424  22,047,861 
 Michael E. Pegram 155,779,341  99.1  % 1,415,744  0.9  % 57,651  22,047,861 
 Thomas R. Reeg 156,565,166  99.6  % 631,783  0.4  % 55,787  22,047,861 
 David P. Tomick 153,220,598  97.5  % 3,974,898  2.5  % 57,240  22,047,861 

 Each of the foregoing directors was elected by a majority of the votes cast at the 2026 Annual Meeting at which a quorum was present.
 Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation
 The shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s Proxy Statement. The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows:

 Votes For % Voted Votes Against % Voted Abstentions Broker
Non-Votes
 134,624,250  85.7  % 22,548,056  14.3  % 80,430  22,047,861 

 The foregoing Proposal 2 was approved.
 Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
 The shareholders approved the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The number and type of votes cast with respect to the proposal were as follows:

 Votes For % Voted Votes Against % Voted Abstentions Broker
Non-Votes
 178,889,019  99.8  % 317,670  0.2  % 93,908  — 

 The foregoing Proposal 3 was approved.

 SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 CAESARS ENTERTAINMENT, INC.

 Date: June 11, 2026 By:   /s/ Edmund L. Quatmann, Jr.

   Edmund L. Quatmann, Jr.

   Chief Legal Officer, Executive Vice President and Secretary