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Caesars Entertainment Corp – ‘8-K’ for 7/2/19

On:  Tuesday, 7/2/19, at 5:20pm ET   ·   For:  7/2/19   ·   Accession #:  1193125-19-188339   ·   File #:  1-10410

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/02/19  Caesars Entertainment Corp        8-K:5,8,9   7/02/19    3:63K                                    Donnelley … Solutions/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     29K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML      9K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML     14K 


‘8-K’   —   Current Report


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  8-K  

 

 

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

Date of Report (Date of earliest event reported): July 2, 2019 (July 2, 2019)

 

 

Caesars Entertainment Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-10410   62-1411755

(State

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

One Caesars Palace Drive
Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)

(702) 407-6000

(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, $0.01 par value   CZR   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

Caesars Entertainment Corporation (the “Company”) held its reconvened annual meeting of shareholders on July 2, 2019 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders were requested to: (1) elect eight directors to serve until the 2020 annual meeting of shareholders of the Company or until their successors are duly elected and qualified; (2) to approve, on an advisory, non-binding basis, named executive officer compensation; (3) to select, on an advisory, non-binding basis, the frequency of future advisory votes on named executive officer compensation; (4) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019; (5) to approve a proposed amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Existing Charter”) to enable shareholders who beneficially own at least 15% of the Company’s outstanding common stock to call special meetings (such amendment, the “Special Meeting Charter Amendment”); and (6) to approve a proposed amendment to the Existing Charter to limit the terms upon which the Company may adopt any “rights plan” or “poison pill” (such amendment, the “Rights Plan Charter Amendment”). Copies of the proposed Special Meeting Charter Amendment and Rights Plan Charter Amendment were filed with the Securities and Exchange Commission on May 15, 2019 as Annexes A and B, respectively, to the Company’s Definitive Proxy Statement on Schedule 14A. The voting results were as follows:

Proposal 1: Election of Directors.

 

     For      Withhold      Broker Non-Votes  

Thomas Benninger

     538,095,151        12,584,375        54,521,468  

Juliana Chugg

     532,837,468        17,842,058        54,521,468  

Keith Cozza

     496,829,622        53,849,904        54,521,468  

John Dionne

     538,084,977        12,594,549        54,521,468  

James Hunt

     535,746,899        14,932,627        54,521,468  

Courtney Mather

     493,848,867        56,830,659        54,521,468  

Anthony Rodio

     538,423,360        12,256,166        54,521,468  

Richard Schifter

     530,565,070        20,114,456        54,521,468  

Proposal 2: To Approve, on an Advisory, Non-binding Basis, Named Executive Officer Compensation.    

 

For

 

Against

 

Abstain

 

Broker Non-Votes

421,042,679

  128,949,729   687,118   54,521,468

Proposal 3: To Select, on an Advisory, Non-binding Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation.

 

Every Year

 

Every Two Years

 

Every Three Years

 

Abstain

 

Broker Non-Votes

542,097,655

  198,565   7,513,535   869,771   54,521,468

In accordance with the shareholder vote on Proposal 3, the Board of Directors of the Company has determined to hold its advisory vote on executive compensation every year, until the next required vote on the frequency of such votes.

Proposal 4: To Ratify the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2019.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

600,506,754

  4,003,145   691,095   N/A


Proposal 5: To Approve a Proposed Amendment to the Existing Charter to Enable Shareholders Who Beneficially Own at least 15% of the Company’s Outstanding Common Stock to Call Special Meetings.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

547,014,477

  3,141,154   523,895   54,521,468

Proposal 6: To Approve a proposed Amendment to the Existing Charter to limit the terms upon which the Company may adopt any “Rights Plan” or “Poison Pill”.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

529,564,172

  5,301,205   15,814,149   54,521,468

Item 8.01 Other Events.

The Special Meeting Charter Amendment and the Rights Plan Charter Amendment were filed with the Secretary of State of the State of Delaware on July, 2, 2019. The Special Meeting Charter Amendment and the Rights Plan Charter Amendment are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

  

Description

3.1    Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Caesars Entertainment Corporation.
3.2    Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Caesars Entertainment Corporation.


SIGNATURES

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

 

Date: July 2, 2019     CAESARS ENTERTAINMENT CORPORATION
    By:  

/s/ Renee Becker

      Renee Becker
      Vice President & Chief Counsel, Corporate & Securities

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
12/31/19
Filed on / For Period End:7/2/19
5/15/19DEF 14A
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