Caesars Entertainment (CZR) Proxy filing summary

Executive summary

• Two directors, Jesse Lynn and Ted Papapostolou, resigned from the board effective immediately, with the Icahn Group waiving its right to appoint replacements.

• A merger agreement was entered into with Fertitta Entertainment, with the company to become a wholly owned subsidiary upon completion.

• The FTC issued a Second Request for additional information, extending the antitrust review period for the merger.

• The company clarified the correct proxy voting deadline as 11:59 p.m. Eastern Time on September 21, 2026.

• Forward-looking statements highlight uncertainties and risks related to the merger, regulatory approvals, financing, and integration.

Voting matters and shareholder proposals

• Stockholders are reminded to follow updated proxy submission deadlines and instructions for voting.

• Proxies previously submitted remain valid unless revoked or superseded.

Board of directors and corporate governance

• Two board members resigned, and no replacements will be appointed by the Icahn Group under the existing agreement.

• Information about directors and executive officers participating in the proxy solicitation is available in referenced SEC filings.