Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
(a) On July 28, 2022, the Board of Directors (the "Board") of Caesars
Entertainment, Inc., a Delaware corporation (the "Company"), adopted Amended and
Restated Bylaws of the Company (the "Amended and Restated Bylaws") to modify the
voting standard for election of directors in uncontested elections from a
plurality voting standard to a majority voting standard. The Amended and
Restated Bylaws were effective upon adoption by the Board. Pursuant to the
amendment, a nominee to the Board would be elected if he or she receives more
votes "for" than "against" and/or "withheld" with respect to his or her
election, except that a plurality voting standard will be applicable if the
number of nominees exceeds the number of directors to be elected. The Board also
amended the Company's Corporate Governance Guidelines (the "Amended Guidelines")
to provide that any nominee who fails to receive the requisite majority vote at
an uncontested stockholder election must tender his or her resignation from the
Board. Pursuant to the Amended Guidelines, the Nominating and Corporate
Governance Committee will assess the appropriateness of such nominee continuing
to serve on the Board and recommend to the Board whether to accept or reject the
resignation. The Amended Guidelines provide that the Board shall act on any such
tendered resignation and publicly disclose its decision within 90 days following
the certification of the stockholder vote.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
3.1 Amended and Restated Bylaws of Caesars Entertainment, Inc. effective
as of July 28, 2022.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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