Caesars Entertainment Supplements Proxy over Merger Counsel Disclosure

What Happened

• Caesars Entertainment, Inc. (CZR) filed an 8-K on September 22, 2026 to supplement its Definitive Proxy Statement (filed August 25, 2026) for the planned merger with Fertitta Gaming Holdco. The Merger Agreement was signed May 27, 2026.
• The company received a stockholder demand letter on September 15, 2026 seeking books and records under Delaware law (Section 220), alleging the proxy omitted material information about the company’s outside counsel, Latham & Watkins LLP, and concurrent representations of Tilman J. Fertitta and his affiliates.
• Caesars says the demand’s claims are without merit and denies any requirement to disclose additional information, but it is voluntarily supplementing the proxy to avoid delays or added litigation risk to the Merger.

Key Details

• Merger Agreement date: May 27, 2026; Definitive Proxy Statement filed with the SEC: August 25, 2026; Demand Letter received: September 15, 2026; Form 8-K filed: September 22, 2026.
• Outside counsel: Latham & Watkins serves as Caesars’ outside counsel for the sale process and the Merger; a separate Latham team has also represented Tilman J. Fertitta and certain affiliates on unrelated matters.
• Caesars states fees for Latham’s unrelated representations are “significantly less” than the fees expected from the Company in connection with the Merger.
• The company expressly denies liability or that the supplemental disclosures were legally required, but is making them to minimize risks and avoid potential delays.

Why It Matters

• For investors considering how and when to vote, the supplement addresses a disclosure dispute over potential counsel conflicts that could otherwise delay or complicate the planned Merger with Fertitta Gaming.
• The company’s voluntary disclosure is intended to reduce litigation risk and preserve the merger timeline; it does not admit wrongdoing or legal necessity of the disclosures.
• Investors should review the Definitive Proxy Statement (and this supplement) and related SEC filings before making voting or investment decisions.