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  4. [8-K] Caesars Entertainment, Inc. Reports Material Event

Caesars Entertainment (NASDAQ: CZR) investors back directors, pay and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Caesars Entertainment, Inc. reported that shareholders approved all items at its 2026 Annual Meeting held on June 9, 2026. A quorum was present, with holders of 179,300,597 shares of common stock represented in person or by proxy.

Shareholders elected eleven directors, each receiving a majority of votes cast, with most nominees receiving more than 95% of votes cast in favor. An advisory vote to approve named executive officer compensation passed, with 134,624,250 votes for and 22,548,056 against.

Shareholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 178,889,019 votes for, 317,670 against, and 93,908 abstentions.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented 179,300,597 shares Common stock present at 2026 annual meeting
Say-on-pay votes for 134,624,250 votes Advisory approval of named executive officer compensation
Say-on-pay votes against 22,548,056 votes Advisory approval of named executive officer compensation
Auditor ratification votes for 178,889,019 votes Ratification of Deloitte & Touche LLP for FY ending Dec. 31, 2026
Auditor ratification votes against 317,670 votes Ratification of Deloitte & Touche LLP for FY ending Dec. 31, 2026
Director support example 156,565,166 votes for Votes for nominee Thomas R. Reeg
broker non-votes financial
"the number of broker non-votes with respect to each nominee, were as follows"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"Advisory Vote to Approve Named Executive Officer Compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
quorum financial
"constituting a quorum of the Company’s outstanding shares"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
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Understanding 8-K Material Events →
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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)
 
Delaware001-3662946-3657681
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.00001 par valueCZRNASDAQ 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:
NomineeVotes For% VotedVotes Against% VotedAbstentionsBroker
Non-Votes
Gary L. Carano153,654,389 97.7 %3,541,728 2.3 %56,619 22,047,861 
Bonnie S. Biumi155,167,075 98.7 %2,007,368 1.3 %78,293 22,047,861 
Jan Jones Blackhurst155,078,470 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 Jones155,542,635 98.9 %1,652,800 1.1 %57,301 22,047,861 
Jesse Lynn156,714,584 99.7 %479,603 0.3 %58,549 22,047,861 
Courtney R. Mather156,207,893 99.4 %987,563 0.6 %57,280 22,047,861 
Ted Papapostolou151,977,304 96.7 %5,214,008 3.3 %61,424 22,047,861 
Michael E. Pegram155,779,341 99.1 %1,415,744 0.9 %57,651 22,047,861 
Thomas R. Reeg156,565,166 99.6 %631,783 0.4 %55,787 22,047,861 
David P. Tomick153,220,598 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% VotedVotes Against% VotedAbstentionsBroker
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% VotedVotes Against% VotedAbstentionsBroker
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, 2026By: 
/s/ Edmund L. Quatmann, Jr.
 
Edmund L. Quatmann, Jr.
 
Chief Legal Officer, Executive Vice President and Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Caesars Entertainment (CZR) shareholders approve at the 2026 annual meeting?

Shareholders approved all three proposals: election of eleven directors, an advisory vote on named executive officer compensation, and ratification of Deloitte & Touche LLP as independent auditor for the 2026 fiscal year.

How many Caesars Entertainment (CZR) shares were represented at the 2026 annual meeting?

A total of 179,300,597 shares of Caesars Entertainment common stock were present in person or by proxy, providing a quorum of the company’s outstanding shares for conducting the 2026 annual meeting business.

How did Caesars Entertainment (CZR) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory resolution on named executive officer compensation with 134,624,250 votes for, 22,548,056 votes against, and 80,430 abstentions, indicating majority support for the disclosed compensation program.

Which independent auditor did Caesars Entertainment (CZR) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as Caesars Entertainment’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 178,889,019 votes for and 317,670 votes against, plus 93,908 abstentions.

Were Caesars Entertainment (CZR) director nominees elected at the 2026 annual meeting?

All eleven director nominees, including Thomas R. Reeg and Gary L. Carano, were elected by a majority of votes cast, with most receiving over 95% of votes cast in favor, alongside broker non-votes reported separately.

What was the outcome of the auditor ratification vote for Caesars Entertainment (CZR)?

The auditor ratification passed easily, with 178,889,019 votes for Deloitte & Touche LLP, 317,670 votes against, and 93,908 abstentions, and no broker non-votes reported for this proposal at the 2026 annual meeting.

Filing Exhibits & Attachments

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