Caesars Entertainment Inc

For the period ended Jun 10, 2025. Filed Apr 24, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 10, 2025 · Filed Apr 24, 2025

CZR$29.23+0.2%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

CAESARS ENTERTAINMENT, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

2024 was another year of Creating the Extraordinary at Caesars Entertainment. We capped off our multi-year investments in capital funding, opening two new brick-and-mortar destinations with the opening of Harrah’s Columbus Racing & Casino in Nebraska and Caesars Virginia in Danville, Virginia. Additionally, we completed the transition of Harrah’s to Caesars New Orleans in the Big Easy. We also completed the expansion of Harrah’s Hoosier Park Racing & Casino and the redesigned Versailles Tower at Paris Las Vegas and grew our extraordinary culinary offerings across the country with new restaurants by our longtime partners Gordon Ramsay, Lisa Vanderpump, Nobu Matsuhisa, Guy Fieri and many others. It was also a year to showcase Las Vegas as one of the biggest sports cities in the business. We hosted our first Super Bowl in Las Vegas as the official Casino Partner of Super Bowl LVIII. It was a landmark event, offering our guests memorable experiences across our eight Las Vegas resorts. We also hosted our second Las Vegas Grand Prix in November 2024. By the end of the year, we operated sports wagering in 32 jurisdictions across North America, 26 of which offered online sports betting and provided iGaming services in five jurisdictions. We launched our Horseshoe Online Casino app in October, offering our guests more ways to play. We remain steadfast in our commitment to our Corporate Social Responsibility practices, including our Responsible Gaming (RG) programming. In 2024, we celebrated 35 years of our pioneering RG program and were awarded the CSR Award by the National Council on Problem Gambling for our Universal Exclusion and 21+ Gaming policies. We also continue to focus on energy efficiencies across our destinations and making a difference in the communities in which we operate. What has always set us apart is our Family-Style Service culture, which we’ve cultivated over the years and reflects our attentiveness to the needs of our guests across all our offerings, something that each one of our Team Members is dedicated to across all our destinations in North America. We’re proud of our Team Members and our efforts throughout the year. As we look ahead to 2025, we’re looking forward to renovations at our Lake Tahoe destinations and continuing to build upon the legacy Caesars Entertainment has created over the last eight decades. I am pleased to invite you to our 2025 annual meeting of shareholders, which will be held on Tuesday, June 10, 2025 at 9:00 a.m. Pacific Time. We will meet at the Eldorado Resort & Casino in Reno Nevada, where you can vote your shares. Details regarding the business to be conducted at the annual meeting are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement. Whether or not you plan to attend the meeting, it is important that your shares be represented and voted. After reading the Notice of Annual Meeting and Proxy Statement, please complete, sign and date your Proxy Card, and return it in the envelope provided. On behalf of the officers and directors of Caesars Entertainment, Inc., I thank you for your interest. We appreciate your continued support.

With Gratitude, GARY L. CARANO Executive Chairman, Board of Directors

NOTICE IS HEREBY GIVEN that the 2025 annual meeting of shareholders (the “Annual Meeting”) of Caesars Entertainment, Inc. (referred to herein as “us”, “we”, “Caesars” or the “Company”) will be held at the Eldorado Resort & Casino, 345 North Virginia Street, Reno, Nevada 89501, on Tuesday, June 10, 2025 at 9:00 a.m. Pacific Time, for the following purposes:

To elect the twelve (12) director nominees to our board of directors (the “Board of Directors”), each to serve as a director until the 2026 annual meeting of shareholders, or until such director’s respective successor is duly elected and qualified or, if earlier, until such director’s death, resignation or removal;

2.	To hold an advisory vote to approve named executive officer compensation;

3.	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025;

4.	To consider and vote on a shareholder proposal requesting that the Board of Directors commission and disclose a report on the potential cost savings through the adoption of a smokefree policy for Caesars Entertainment properties; and

5.	To transact such other business as may properly come before the meeting or any adjournment of the meeting.

Shareholders entitled to notice of, and to vote at, the Annual Meeting will be determined as of the close of business on April 14, 2025, the record date fixed by the Board of Directors for such purposes. A list of these shareholders is available at our corporate offices and will be available at the Annual Meeting.

The accompanying proxy materials include instructions on how to participate in the Annual Meeting and how to vote your shares of the Company’s stock by attending the meeting. You will need to enterthe 16-digit control number received with your Proxy or Notice of Internet Availability of Proxy Materials to vote during the meeting.

By order of the Board of Directors

Edmund L. Quatmann, Jr., Secretary

April 24, 2025

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to be held on June 10, 2025: Our Proxy Statement and Fiscal Year 2024 Annual Report to Shareholders are available atwww.proxyvote.com. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL MEETING. YOU MAY VOTE YOUR SHARES ELECTRONICALLY VIA THE INTERNET, BY TELEPHONE, BY MAIL, OR DURING THE ANNUAL MEETING. THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE ATWWW.PROXYVOTE.COM. PLEASE CAREFULLY REVIEW THE PROXY MATERIALS AND FOLLOW THE INSTRUCTIONS ON THE PROXY CARD TO VOTE.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.