Caesars Entertainment Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$CZR
Hotels/Resorts
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On May 2, 2025, Caesars Entertainment, Inc. (the “Company”) entered into an Amendment to Director Appointment and Nomination Agreement (the “Amendment”) with Carl C. Icahn, Jesse Lynn, Ted Papapostolou, Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc, Beckton Corp. and Nakatomi Trading, LLC (collectively, the “Icahn Group”), which amended certain provisions of that certain Director Appointment and Nomination Agreement, dated March 17, 2025, by and among the Company and the Icahn Group (the “Existing Agreement” and, together with the Amendment, the “Nomination Agreement”).
The Amendment, among other things, contemplates that if the Company repurchases shares of its common stock or undertakes any similar action such that the Icahn Group would beneficially own 5% or more of the Company’s then outstanding common stock (the “Beneficial Ownership Cap”), the Icahn Group may, subject to the Icahn Group’s compliance with applicable law, take any action to reduce its beneficial ownership below the Beneficial Ownership Cap and any such actions taken by the Icahn Group will not be considered for the purposes of determining whether the Icahn Group has satisfied the minimum ownership requirements necessary to maintain representation on the Company’s Board of Directors, replacement rights relating thereto and other related thresholds as described in the Nomination Agreement.
In connection with the foregoing Amendment, each of the Icahn Designees (as defined in the Nomination Agreement) executed new irrevocable resignation letters to reflect the terms of the Amendment.
Other than the foregoing, the material terms of the Existing Agreement remain unchanged.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: | May 2, 2025 | By: | /s/ Edmund L. Quatmann, Jr. | |||||||||||
Edmund L. Quatmann, Jr. | ||||||||||||||
Chief Legal Officer, Executive Vice President and Secretary | ||||||||||||||