Caesars Entertainment (CZR) Proxy Filing summary

Executive summary

• 2024 featured major capital investments, property expansions, and new culinary partnerships, with significant events like hosting the Super Bowl and Las Vegas Grand Prix, and the launch of the Horseshoe Online Casino app.

• The company operated sports wagering in 32 jurisdictions and expanded iGaming services, while maintaining a strong focus on responsible gaming and energy efficiency.

• The 2025 annual meeting will be held on June 10, 2025, in Reno, Nevada, with shareholders voting on key proposals.

Voting matters and shareholder proposals

• Shareholders will vote on electing 12 directors, an advisory say-on-pay vote, ratification of Deloitte & Touche LLP as auditor, and a shareholder proposal on smokefree policy cost savings.

• The board recommends voting FOR all director nominees, FOR executive compensation, FOR auditor ratification, and AGAINST the smokefree policy proposal.

• The smokefree policy proposal is opposed by the board, citing compliance with local laws and competitive considerations.

Board of directors and corporate governance

• The board expanded to 12 members in March 2025, adding two Icahn Group designees under a nomination agreement.

• Directors bring diverse expertise in gaming, finance, legal, and social responsibility, with a focus on board refreshment and annual performance evaluations.

• 92% of directors are independent, with robust committee structures for audit, compensation, governance, and CSR.

• The board maintains a lead independent director and vice chair for enhanced oversight.