Caesars Entertainment Announces Stockholder Approval of $31/Share Merger

What Happened

• Caesars Entertainment, Inc. announced that its stockholders approved the previously announced Agreement and Plan of Merger (dated May 27, 2026) under which Empire Merger Sub, Inc. (a Fertitta Gaming Holdco subsidiary) will merge with and into Caesars, leaving Caesars as a wholly owned subsidiary of Fertitta Gaming Holdco.
• The special meeting was held on September 22, 2026 (record date August 21, 2026). Each eligible share of Caesars common stock will be converted into the right to receive $31.00 in cash, plus an additional $0.007150 per share per day starting the month after June 26, 2027 if the merger has not closed by that date (subject to tax withholding).

Key Details

• Shares outstanding (record date): 203,780,124. Quorum present: 143,277,939 shares (70.3%).
• Merger vote results: For 133,313,001; Against 4,276,986; Abstentions 5,687,952. Votes in favor represent ~65.4% of outstanding shares.
• Advisory vote on merger-related executive compensation (non-binding) approved: For 127,682,915; Against 9,485,566; Abstentions 6,109,458.
• Adjournment proposal was not presented because there were sufficient votes to approve the merger.

Why It Matters

• The shareholder approval is a major step toward Caesars becoming a privately held, wholly owned subsidiary of Fertitta Gaming Holdco. If the merger closes, public shareholders will receive a fixed cash payout ($31.00/share, with a small per‑day add-on after June 26, 2027) instead of continuing to hold listed stock.
• The advisory approval of merger-related compensation signals investor sentiment on executive payouts tied to the transaction (non-binding), and the certified vote totals establish the formal public record of shareholder support.