(Registrant’s
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment
to the 2012 Performance Incentive Plan and Approval of 2009 Senior Executive Incentive Plan
Caesars Entertainment Corporation (the “Company”) held its annual meeting of stockholders on May 18, 2016 (the “Annual Meeting”). At the Annual Meeting, the Company's stockholders approved (i) an amendment to the Company’s 2012 Performance Incentive Plan (the “2012 Plan”) to increase by 7,500,000 the number of shares of the Company's common stock, par value $0.01 per share, that may be issued under the 2012 Plan and (ii) the
Company’s 2009 Senior Executive Incentive Plan, as amended and restated (the “Senior Executive Incentive Plan”), for purposes of Section 162(m) of the Internal Revenue Code.
A summary of the material terms of the 2012 Plan is set forth on pages 51 through 58 of the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2016 and is incorporated herein by reference. In addition, the foregoing summary is qualified in its entirety by reference to the full text of Amendment No. 3 to the 2012 Plan, which is attached hereto as Exhibit 10.1 and incorporated
by reference herein.
A summary of the material terms of the Senior Executive Incentive Plan is set forth on pages 59 through 61 of the Company's definitive proxy statement and is incorporated herein by reference. In addition, the foregoing summary is qualified in its entirety by reference to the full text of the Senior Executive Incentive Plan, which was filed as Exhibit 10.90 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2012 filed with the Securities and Exchange Commission on March 15, 2013, and incorporated
by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's stockholders were requested to: (1) elect three directors to serve as Class I Directors to serve until the 2019 annual meeting of stockholders of the Company or until their successors are elected and qualified; (2) adopt of an advisory resolution to approve executive compensation; (3) ratify the appointment of Deloitte & Touche LLP as the
Company’s independent registered public accounting firm for the year ending December 31, 2016; (4) approve an amendment to the 2012 Plan to increase by 7,500,000 the number of shares of the Company’s common stock, par value $0.01 per share, that may be issued under the 2012 Plan and (5) approve the Senior Executive Incentive Plan. The voting results were as follows:
Proposal 1: Election of Directors
Votes
For
Withheld
Broker Non-Votes
Jeffrey Benjamin
119,931,452
9,392,750
9,115,057
Lynn
Swann
125,963,586
3,360,616
9,115,057
Fred Kleisner
127,805,045
1,519,157
9,115,057
Proposal 2: Advisory
Resolution to Approve Executive Compensation
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
123,693,958
5,047,570
582,672
9,115,059
Proposal
3: Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For
Votes Against
Votes Abstained
137,779,309
153,645
506,305
Proposal
4: Approval of the Amendment to the 2012 Plan
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
114,137,180
14,703,931
483,090
9,115,058
Proposal
5: Approval of the Senior Executive Incentive Plan
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
128,527,422
306,032
490,746
9,115,059
Item
9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being furnished herewith:
Exhibit No.
Description
10.1
Amendment No. 3 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan.
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.
