false000159089500015908952025-06-102025-06-10

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 10, 2025
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 2025 Annual Meeting on June 10, 2025. Present at the 2025 Annual Meeting, either in person or by proxy, were holders of 187,689,994 shares of the Company’s common stock, constituting a quorum of the Company’s outstanding shares. At the 2025 Annual Meeting, the Company’s shareholders considered four 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 24, 2025 (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. Carano173,620,400 98.7 %2,272,058 1.3 %209,754 11,587,782 
Bonnie S. Biumi172,787,266 98.3 %2,961,956 1.7 %352,990 11,587,782 
Jan Jones Blackhurst172,521,628 98.2 %3,227,846 1.8 %352,738 11,587,782 
Frank J. Fahrenkopf, Jr.168,066,923 95.6 %7,825,754 4.4 %209,535 11,587,782 
Kim Harris Jones175,149,672 99.6 %741,438 0.4 %211,102 11,587,782 
Don R. Kornstein166,402,809 94.6 %9,489,159 5.4 %210,244 11,587,782 
Jesse Lynn174,782,561 99.4 %1,097,408 0.6 %222,243 11,587,782 
Courtney R. Mather170,239,641 96.8 %5,651,355 3.2 %211,216 11,587,782 
Ted Papapostolou170,740,240 97.1 %5,139,284 2.9 %222,688 11,587,782 
Michael E. Pegram169,941,788 96.6 %5,928,308 3.4 %232,116 11,587,782 
Thomas R. Reeg174,810,278 99.4 %1,082,356 0.6 %209,578 11,587,782 
David P. Tomick172,615,723 98.2 %3,251,807 1.8 %234,682 11,587,782 
Each of the foregoing directors was elected by a majority of the votes cast at the 2025 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
116,985,947 66.5 %58,820,820 33.5 %295,445 11,587,782 
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, 2025. The number and type of votes cast with respect to the proposal were as follows:
Votes For% VotedVotes Against% VotedAbstentionsBroker
Non-Votes
187,296,598 99.9 %111,537 0.1 %281,859 — 
The foregoing Proposal 3 was approved.


Proposal 4: Consideration of a Shareholder Proposal Regarding the Adoption of a Smokefree Policy for Caesars Entertainment Properties
The number and type of votes cast with respect to the proposal, as well as the number of non-votes with respect to the proposal, were as follows:
Votes For% VotedVotes Against% VotedAbstentionsBroker
Non-Votes
16,366,242 9.4 %157,765,602 90.6 %1,970,368 11,587,782 
The foregoing Proposal 4 was not 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 12, 2025By: 
/s/ Edmund L. Quatmann, Jr.
 
Edmund L. Quatmann, Jr.
 
Chief Legal Officer, Executive Vice President and Secretary