Caesars Entertainment: Two Board Members Resign; FTC Issues Second Request on Merger

What Happened

• Caesars Entertainment, Inc. announced on Sept. 16, 2026 that directors Jesse Lynn and Ted Papapostolou resigned from the Board effective immediately. The Icahn Group waived its right to appoint replacement directors under a March 17, 2025 Director Appointment and Nomination Agreement.
• Separately, Caesars and Fertitta Entertainment received a Second Request from the Federal Trade Commission on Sept. 14, 2026 in connection with their May 27, 2026 Agreement and Plan of Merger. The Second Request extends the Hart‑Scott‑Rodino (HSR) waiting period until 30 days after each party substantially complies (unless extended or terminated earlier).

Key Details

• Director resignations effective: September 16, 2026 (Jesse Lynn; Ted Papapostolou).
• Icahn Group: waived its right to appoint replacement directors under the March 17, 2025 agreement.
• Merger background: Merger Agreement dated May 27, 2026 would make Caesars a wholly owned subsidiary of Fertitta Entertainment upon closing.
• FTC Second Request received: September 14, 2026 — HSR waiting period extended until 30 days after substantial compliance.
• Proxy deadline correction: internet/telephone voting deadline is 11:59 p.m. Eastern Time (8:59 p.m. PT) on Sept. 21, 2026 (as shown on the proxy card).

Why It Matters

• Board changes may affect governance and near‑term shareholder dynamics; the Icahn Group’s waiver means it will not immediately fill the vacated seats.
• The FTC Second Request formally slows the regulatory timeline for the proposed merger and creates uncertainty about timing — closing remains subject to HSR clearance and other closing conditions.
• The proxy deadline clarification is important for stockholders who need to vote on the proposed merger; follow broker/nominee instructions if your shares are held through one.
• Investors should monitor SEC filings and company updates for further developments on the FTC review, any additional board changes, and timing of the merger.