DEF 14A of Caesars Entertainment, Inc., Apr 24, 2025

DEF 14A of Caesars Entertainment, Inc.

Filed Apr 24, 2025 · FY20240001193125-25-093716

Open on EDGAR

  1. PURPOSE OF THE MEETING

    PURPOSE OF THE MEETING

  2. PURPOSE OF THE MEETING

    | PROPOSAL 1 | To Elect the Twelve (12) Director Nominees to our Board, Each to Serve as a Director Until the 2026 Annual Meeting of Shareholders, or Until Such Director’s Respective Successor is Duly Elected and Qualified or, if Earlier, Until Such Director’s Death, Resignation or Removal. The Board recommends that shareholders vote FOR each director nominee. The Board has nominated all twelve (12) current directors, Gary L. Carano, Bonnie S. Biumi, Jan Jones Blackhurst, Frank J. Fahrenkopf, Kim Harris Jones, Don R. Kornstein, Jesse Lynn, Courtney R. Mather, Ted Papapostolou, Michael E. Pegram, Thomas R. Reeg and David P. Tomick, to be elected to serve a one-year term until the annual meeting of shareholders in 2026 or until such director’s respective successor is duly elected and qualified or, if earlier, until such director’s death, resignation or removal. • Nominees bring extensive expertise and relevant skills to drive the Company’s success. • Slate promotes a variety of viewpoints arising out of unique and dynamic perspectives. |

  3. PURPOSE OF THE MEETING

    | PROPOSAL 2 | To Approve, on an Advisory, Non-binding Basis, Named Executive Officer Compensation. The Board recommends that shareholders vote FOR the approval of the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement, on an advisory, non-binding basis. We are providing shareholders with the opportunity to cast an advisory, non-binding vote on the compensation of our named executive officers as disclosed in this Proxy Statement, in accordance with Section 14A of the Securities Exchange Act of 1934, as amended. |

  4. PURPOSE OF THE MEETING

    | PROPOSAL 3 | To Ratify the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2025. The Board recommends that shareholders vote FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025. Shareholders may vote to ratify the Audit Committee’s reappointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025. |

  5. PURPOSE OF THE MEETING

    | PROPOSAL 4 | To Consider and Vote on a Shareholder Proposal Requesting that the Board of Directors Commission and Disclose a Report on the Potential Cost Savings Through the Adoption of a Smokefree Policy for Caesars Entertainment Properties. The Board recommends that shareholders vote AGAINST the shareholder proposal requesting that the Board of Directors commission and disclose a report on the potential cost savings through the adoption of a smokefree policy for Caesars Entertainment properties. The Company has received a shareholder proposal requesting the Board of Directors commission and disclose a report on the potential cost savings through the adoption of a smokefree policy for Caesars Entertainment properties. The proposal provides that the report should be prepared at reasonable cost, omitting confidential and proprietary information. |

  6. PURPOSE OF THE MEETING

    | 2 | | 2025 PROXY STATEMENT |

  7. PURPOSE OF THE MEETING

    At the Annual Meeting, shareholders are being asked to elect twelve (12) director nominees to our Board, each to serve as a director until the 2026 annual meeting of shareholders, or until such director’s respective successor is duly elected and qualified or, if earlier, until such director’s death, resignation or removal. Each of the twelve nominees currently serves on our Board and two of the nominees, Messrs. Lynn and Papapostolou, are being nominated by the Board pursuant to the terms of the Director Nomination Agreement as defined below in the section titled “Board Composition and Nomination Process”. Your Board believes that each of the twelve nominees possesses the qualifications and attributes that are critical for effective oversight of the Company and are directly relevant to Caesars’ business, strategy and operations. Each Director nominee who receives a majority of the votes cast (i.e., the number of shares voted FOR a Director nominee must exceed the number of shares voted AGAINST that Director nominee, excluding abstentions) will be elected a Director in an uncontested election. Shareholders may not vote their shares cumulatively in the election of directors. Under our Corporate Governance Guidelines, in an uncontested election, any Director nominated for re-election who does not receive the requisite majority of FOR votes must submit an offer of resignation to the Board. The Nominating and Corporate Governance Committee must then consider all relevant facts and circumstances, including the Director’s qualifications, past and expected future contributions, the overall composition of the Board, and make a recommendation to the Board on the action to take with respect to the offer of resignation. Shares represented by all proxies received by us and not marked to vote FOR, AGAINST, or ABSTAIN, for any individual director, or for all directors, will be voted FOR the election of all of the nominees named below. If for any reason any nominee is unable to accept the nomination to serve as a director, an event not currently anticipated, the persons named as proxies reserve the right to exercise their discretionary authority to nominate someone else or to reduce the number of management nominees to such extent as the persons named as proxies may deem advisable.

  8. PURPOSE OF THE MEETING

    | | | 3 |

  9. PURPOSE OF THE MEETING

    | | Gary L. Carano Executive Chairman of the Board Director since July 2020 (Director of ERI since September 2014) | | | Bonnie S. Biumi Audit Committee and Nominating and Corporate Governance Committee Director since July 2020 (Director of ERI since May 2017) | | | Jan Jones Blackhurst Corporate Social Responsibility Committee (Chair) and Nominating and Corporate Governance Committee Director since July 2020 | | | Frank J. Fahrenkopf Nominating and Corporate Governance Committee (Chair) Director since July 2020 (Director of ERI since September 2014) | | | Kim Harris Jones Audit Committee and Corporate Social Responsibility Committee Director since April 2024 | | | Don R. Kornstein Vice Chairman Compensation Committee (Chair), Corporate Social Responsibility Committee, and Nominating and Corporate Governance Committee Director since July 2020 | | | Jesse Lynn Board Member Director since March 2025 | | | Courtney R. Mather Audit Committee and Compensation Committee Director since July 2020 | | | Ted Papapostolou Board Member Director since March 2025 | | | Michael E. Pegram Compensation Committee Director since July 2020 (Director of ERI since September 2014) | | | Thomas R. Reeg Chief Executive Officer Director since July 2020 (Director of ERI since September 2014) | | | David P. Tomick Lead Independent Director Audit Committee (Chair) and Nominating and Corporate Governance Committee Director since July 2020 (Director of ERI since September 2014) |

  10. PURPOSE OF THE MEETING

    | 4 | | 2025 PROXY STATEMENT |

  11. BOARD COMPOSITION AND NOMINATION PROCESS

    BOARD COMPOSITION AND NOMINATION PROCESS

  12. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS During 2024, our Board consisted of Gary L. Carano, Bonnie S. Biumi, Jan Jones Blackhurst, Frank J. Fahrenkopf, Kim Harris Jones, Don R. Kornstein, Courtney R. Mather, Michael E. Pegram, Thomas R. Reeg, David P. Tomick and Rodney K. Williams. Mr. Williams resigned as Member of the Board effective October 21, 2024. Mr. Williams’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In March 2025, the Board expanded from ten to twelve members and appointed Jesse Lynn and Ted Papapostolou as members of the Board subject to all necessary regulatory approvals. On March 17, 2025, the Company entered into a definitive Director Appointment and Nomination Agreement (“Director Nomination Agreement”) with Carl C. Icahn, Jesse Lynn, Ted Papapostolou, Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc, Beckton Corp. and Nakatomi Trading, LLC (collectively, the “Icahn Group”). Each of Mr. Lynn and Mr. Papapostolou (collectively, the “Icahn Designees” and each an “Icahn Designee”) were appointed to the Board pursuant to the Director Nomination Agreement, and the Icahn Designees are nominated pursuant to the Director Nomination Agreement. A summary of the terms of the Director Nomination Agreement is set forth in section “Other Business-Director Nomination with the Icahn Group”. Below is information as of April 14, 2025 concerning the business experience and qualifications of each of our 2025 director nominees. Each of the nominees for election is a current Director and, other than Messrs. Lynn and Papapostolou, was previously elected at the Company’s 2024 Annual Meeting of Shareholders.

  13. OUR BOARD OF DIRECTORS

    | | | 5 |

  14. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  15. EXPERIENCE

    EXPERIENCE Ms. Biumi has served on the Board since July 2020 and served on the Board of ERI from May 2017 until July 2020. Ms. Biumi was President and Chief Financial Officer of Kerzner International Resorts, a developer, owner and operator of destination resorts, casinos and hotels, from 2007 to 2012. Previously, she held senior level financial positions at NCL Corporation, Ltd., Royal Caribbean Cruises, Ltd., Neff Corporation, Peoples Telephone Company, Inc. and PricewaterhouseCoopers. Ms. Biumi previously served as a member of the board of directors of Isle of Capri Casinos, Inc. from 2012 to 2017, Home Properties, Inc., from 2013 to 2015 and Retail Properties of America, Inc. from 2015 to 2021, all publicly traded companies, and Virgin Cruises Intermediate, a private company, from 2022 to 2023. Ms. Biumi currently serves on the Board of Marine Max (NYSE:HZO), a publicly traded company, where she serves as the Chair of the Audit Committee and is a member of the Nominating and Corporate Governance Committee. Ms. Biumi also serves on the Board of Kite Realty Trust Group (NYSE:KRG), a publicly traded company, where she is a member of the audit committee. In addition, Ms. Biumi serves on the Board of Virgin Cruise Limited and Virgin Cruises Intermediate Limited, both private companies, where she serves as the Chair of the Audit Committee for both companies. She is a Certified Public Accountant. Ms. Biumi has been selected to serve as a director because of her important perspectives with respect to leadership, financial and risk management and extensive experience in corporate finance and accounting, investor relations, capital and strategic planning, mergers and acquisitions, as well as service on the boards of directors of other public companies.

  16. EXPERIENCE

    | 6 | | 2025 PROXY STATEMENT |

  17. EXPERIENCE

    Age: 76 Director Since: July 2020 Committees: Corporate Social Responsibility (Chair) and Nominating and Corporate Governance

  18. EXPERIENCE

    EXPERIENCE Ms. Jones Blackhurst has served on the Board since July 2020. Ms. Jones Blackhurst served as a director of Caesars Entertainment Corporation (“CEC”) from October 2019 until the merger in July 2020. Ms. Jones Blackhurst served as Executive Vice President, Public Policy, and Corporate Responsibility of CEC from May 2017 through September 2019. Ms. Jones Blackhurst also served as Executive Vice President of Communications and Government Relations of CEC from November 2011 until May 2017 and as Senior Vice President of Communications and Government Relations of CEC from November 1999 to November 2011. Ms. Jones Blackhurst also served as Executive Vice President of Communications and Government Relations of Caesars Entertainment Operating Company, Inc. (“CEOC”) from November 2011 until October 2017. Ms. Jones Blackhurst has over 20 years of experience in the gaming industry and has played a key role in innovating responsible gaming programs that are now used throughout the industry. Ms. Jones Blackhurst serves as the Chairwoman of the Public Education Foundation. She also became Chief Executive-In-Residence of the UNLV International Gaming Institute, where she was a popular faculty member and key player in the “Expanding the Leaderverse” initiative. She became Executive Director of the UNLV Black Fire Leadership Initiative in January 2021. She has also served as a board member of World Choice Investment, LLC since April 2023 and is on the board of directors of Esports Entertainment Group, Inc. since March 2022. She previously served as a member of the board of directors of Gaming & Hospitality Acquisition Corp. Prior to joining CEC, Ms. Jones Blackhurst served two terms as Mayor of Las Vegas, from 1991 until 1999.

  19. QUALIFICATIONS

    QUALIFICATIONS Ms. Blackhurst has been selected to serve as a director because of her significant experience in corporate social responsibility matters, specifically within the gaming industry, including policies on responsible gaming and government relations experience. Age: 85 Director Since: July 2020 (Director of ERI since September 2014) Committees: Nominating and Corporate Governance (Chair)

  20. EXPERIENCE

    EXPERIENCE Mr. Fahrenkopf has served on the Board since July 2020 and served on the board of ERI from September 2014 until July 2020. He served as President and Chief Executive Officer of the American Gaming Association (“AGA”), an organization that represents the commercial casino-entertainment industry by addressing federal legislation and regulatory issues, from July 1995 until June 2013. At the AGA, Mr. Fahrenkopf was the national advocate for the commercial casino industry and was responsible for positioning the AGA to address regulatory, political and educational issues affecting the gaming industry. Mr. Fahrenkopf is currently co-chairman of the Commission on Presidential Debates, which he founded and which conducts debates among presidential candidates. He serves as a board member of the International Republican Institute, which he founded. He also founded the National Endowment for Democracy, where he served as Vice Chairman and a board member from 1983 to 1992. Mr. Fahrenkopf served as chairman of the Republican National Committee from 1983 to 1989. Prior to his role at AGA, Mr. Fahrenkopf was a partner at Hogan & Hartson, where he regularly represented clients before the Nevada gaming regulatory authorities. Mr. Fahrenkopf served as the first Chairman of the American Bar Association Committee on Gaming Law and was a founding Trustee and President of the International Association of Gaming Attorneys. Mr. Fahrenkopf previously served on the board of First Republic Bank from 1985 to 2023 and currently sits on the board of directors of 12 NYSE-listed public investment companies: Gabelli Equity Trust, Inc. (GAB), Gabelli Utility Trust (GUT), Gabelli Global Multimedia Trust (GGT), Gabelli Dividend and Income Trust (GDV), Gabelli Gold and Natural Resources and Income Trust (GGN), Gabelli Small & Midcap Value Fund (GGZ), Bancroft Fund (BCV), Ellsworth Growth & Income Trust (ECF) and four additional investment companies within the Gabelli Innovations Trust. Mr. Fahrenkopf has been selected to serve as a director because of his extensive knowledge of gaming regulatory matters, his relevant legal experience and his experience as a public company director.

  21. EXPERIENCE

    | | | 7 |

  22. EXPERIENCE

    Age: 65 Director Since: April 2024 Committees: Audit and Corporate Social Responsibility

  23. EXPERIENCE

    EXPERIENCE Ms. Harris Jones was elected to serve on the Board in April 2024. Ms. Harris Jones has served as Senior Vice President and Corporate Controller of Mondelez International from 2012 until she retired in 2015. Prior to that, she served as Senior Vice President and Corporate Controller at Kraft Foods Inc. from 2009 until 2012. Prior to her time at Kraft, Ms. Harris Jones had a 17-year career at Chrysler LLC, where her final role was Senior Vice President, Corporate Controller and General Auditor from 2008 to 2009. Before Chrysler, she spent six years at General Motors. Ms. Harris Jones started her professional career as an auditor at Deloitte and Touche, LLP, where she obtained her CPA license. Ms. Harris Jones also serves as a director of TrueBlue, Inc. (NYSE: TBI) since May 2016 where she serves as Chair of the Audit Committee, and serves as a member of the Corporate Governance and Nominating Committee and Innovation and Technology Committee, United Rentals, Inc. (NYSE: URI) since May 2018 where she serves as Chair of the Audit Committee and a member of the Compensation Committee. Ms. Harris Jones previously served as a director of Fossil Group, Inc. from October 2019 to July 2024.

  24. QUALIFICATIONS

    QUALIFICATIONS Ms. Harris Jones has been selected to serve as a director because of her extensive management, financial, and business experience at large, complex corporations and her service as a director on various public company boards of directors. Age: 73 Director Since: July 2020 Committees: Compensation (Chair), Corporate Social Responsibility and Nominating and Corporate Governance

  25. EXPERIENCE

    EXPERIENCE Mr. Kornstein has served on the Board since July 2020 and is the Vice Chairman of the Board. He founded and has served as the managing member of the strategic, management and financial consulting firm Alpine Advisors LLC, an advisory firm engaged in the business of mergers and acquisitions and capital raising for companies and entrepreneurs. Mr. Kornstein served as Chairman of Caesars Entertainment U.K., Ltd. from November 2020 until its sale in July 2021. He was a director of Caesars Entertainment Corporation from October 2017 until the merger in July 2020, at which time he joined the Board. During his tenure, Mr. Kornstein also served as Chairman of the Transaction Committee and the Strategy & Finance Committee. Mr. Kornstein served on the board of directors of Caesars Acquisition Company from January 2014 until its merger with Caesars Entertainment Corporation. Mr. Kornstein has served on the Board of Invited, Inc, the largest owner and operator of private clubs, including golf and country clubs and city clubs since May 2024. He previously served as a non-executive Director on the Board of Gala Coral Group, Ltd., a diversified gaming company based in the United Kingdom, from June 2010 until its merger with Ladbrokes PLC in November 2016. He served as Chairman of the board of directors of Affinity Gaming, Inc., a casino gaming company, from March 2010 until January 2014, and Chief Restructuring Officer and Chairman of the board of directors of Bally Total Fitness Corporation. Mr. Kornstein has also served as a member of the boards of directors of Shuffle Master, Inc., Cash Systems, Inc., Circuit City Stores, Inc. and Varsity Brands, Inc. Mr. Kornstein served as Chief Executive Officer, President and Director of Jackpot Enterprises, Inc., which was a NYSE listed gaming company until its sale, and was an investment banker and Senior Managing Director of Bear, Stearns & Co. Inc. Mr. Kornstein has been selected to serve as a director because of his experience in the gaming and entertainment industries, experience as a chairman, president and chief executive officer, strategy and finance expertise and experience serving on several boards of directors.

  26. EXPERIENCE

    | 8 | | 2025 PROXY STATEMENT |

  27. EXPERIENCE

    Age: 54 Director Since: March 2025 Committees: None

  28. EXPERIENCE

    EXPERIENCE Mr. Lynn was appointed to the Board in March 2025. Mr. Lynn is General Counsel of Icahn Enterprises L.P. since 2014 and Chief Operating Officer of Icahn Capital LP since April 2021. From 2006 to 2014, Mr. Lynn was Assistant General Counsel and, from 2004 to 2006, Mr. Lynn was Counsel, at Icahn Enterprises. Prior to joining Icahn Enterprises, Mr. Lynn worked as an associate in the New York office of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. in its business and finance department from 2000 until 2004. From 1996 to 2000, Mr. Lynn was an associate in the corporate group at Gordon Altman Butowsky Weitzen Shalov & Wein. Mr. Lynn was previously a director of: Conduent Incorporated, a provider of business process outsourcing services, from April 2019 to June 2024; Crown Holdings Inc., a global supplier of packaging products, from December 2022 to November 2023; Xerox Holdings Corporation, a provider of print and digital document products and services, from November 2021 to September 2023; FirstEnergy Corp., an electric utility, from March 2021 to May 2023; Cloudera, Inc., a provider of enterprise data cloud services, from August 2019 through its sale to CD&R and KKR in October 2021; Herbalife Nutrition Ltd., a nutrition company, from April 2014 to January 2021; and The Manitowoc Company, Inc., a capital goods manufacturer, from April 2015 to February 2018. Mr. Lynn received a B.A. from the University of Michigan and a J.D. from the Boston University School of Law.

  29. QUALIFICATIONS

    QUALIFICATIONS Mr. Lynn has been selected to serve as a director pursuant to the Director Nomination Agreement with the Icahn Group. Mr. Lynn brings to the Board his relevant legal experience, finance expertise, experience as chief operating officer, and experience serving on several boards of directors. Age: 48 Director Since: July 2020 Committees: Audit and Compensation

  30. EXPERIENCE

    EXPERIENCE Mr. Mather has served on the Board since July 2020 and previously served as a director of CEC from March 2019 until the Merger in July 2020. Since January 2022, Mr. Mather has served as CEO and CIO of Vision One, an investment fund. Mr. Mather served as Portfolio Manager/Managing Director of Icahn Capital LP, from April 2014 to March 2020. Prior to joining Icahn Capital LP, Mr. Mather was at Goldman Sachs & Co. from 1998 to 2012, most recently as Managing Director responsible for Private Credit Trading and Investing, where he focused on identifying and analyzing investment opportunities for both Goldman Sachs and clients. Mr. Mather has served as a director of Triumph Group (NYSE:TGI) since July 2023 and is a member of their audit committee. Mr. Mather also serves as a member of the board of directors of The Chemours Company (NYSE:CC) since April 2025 and is a member of their audit committee and their nominating and corporate governance committee. Mr. Mather was previously a director of: Newell Brands, Inc. from March 2018 to May 2024; Cheniere Energy Inc. from May 2018 to February 2021; Conduent Inc. from December 2016 to February 2021; Herc Holdings Inc. from June 2016 to August 2019; Ferrous Resources Limited from June 2015 to July 2019; Freeport-McMoRan Inc. from October 2015 to March 2019; Federal-Mogul Holdings Corporation from May 2015 to January 2017; Viskase Companies Inc. from June 2015 to March 2016; American Railcar Industries Inc. from July 2014 to March 2016; CVR Refining LP from May 2014 to March 2016; and CVR Energy Inc. from May 2014 to March 2016. Mr. Mather holds the Chartered Alternative Investment Analyst, Chartered Financial Analyst, and Certified Financial Risk Manager professional designations. Mr. Mather has been selected to serve as a director because of his significant business and financial expertise and experience providing strategic advice and guidance to companies on matters such as risk management through his service as a director on various public company boards of directors.

  31. EXPERIENCE

    | | | 9 |

  32. EXPERIENCE

    Age: 45 Director Since: March 2025 Committees: None

  33. EXPERIENCE

    EXPERIENCE Mr. Papapostolou was appointed to the Board in March 2025. Mr. Papapostolou has served as Chief Financial Officer of Icahn Enterprises L.P. (NASDAQ: IEP), a diversified holding company engaged in a variety of businesses, including investment, energy, automotive, food packaging, real estate, home fashion and pharma, since November 2021. In addition, Mr. Papapostolou has served as director of Icahn Enterprises L.P. since December 2021 and its Secretary since April 2020. Mr. Papapostolou previously served as the Chief Accounting Officer of Icahn Enterprises L.P. from April 2020 to December 2023 and in various progressive accounting positions at Icahn Enterprises from March 2007 to March 2020. Previously, Mr. Papapostolou worked at Grant Thornton LLP in their audit practice. Mr. Papapostolou has served as Director of Viskase Companies, Inc., a global leader in food packaging solutions and services, since April 2020 and as chairman since March 2023. Mr. Papapostolou previously served as director and chairman of CVR Energy, Inc. (NYSE: CVI), a diversified holding company primarily engaged in the renewable fuels and petroleum refining and marketing businesses as well as in the nitrogen manufacturing business through its interest in CVR Partners, LP (NYSE: UAN), from March 2023 to March 2025. Mr. Papapostolou received his M.B.A. from The Peter J. Tobin College of Business at Saint John’s University and his B.B.A. from Frank G. Zarb School of Business at Hofstra University.

  34. QUALIFICATIONS

    QUALIFICATIONS Mr. Papapostolou has been selected to serve as a director pursuant to the Director Nomination Agreement with the Icahn Group. Mr. Papapostolou brings to the Board his extensive experience in corporate finance and accounting, key leadership roles with public companies, and serving on several boards of directors. Age: 73 Director Since: July 2020 (Director of ERI since September 2014) Committees: Compensation

  35. EXPERIENCE

    EXPERIENCE Mr. Pegram has served on the Board since July 2020 and served on the Board of ERI from September 2014 until July 2020. Mr. Pegram has been a partner in the Carson Valley Inn in Minden, Nevada since June 2009 and a partner in the Bodines Casino in Carson City, Nevada since January 2007. Mr. Pegram is the managing member of G PEG I, LLC, which owns and operates five casinos in the Reno and Carson City area. Mr. Pegram has more than 45 years of experience owning and operating 25 successful McDonald’s franchises through AMT Investments. Mr. Pegram is the former Chairman of the Thoroughbred Owners of California and has been the owner of a number of racehorses, including 1998 Kentucky Derby and Preakness Stakes winner, Real Quiet, 2010 Preakness Stakes winner, Lookin at Lucky, 1998 Breeders’ Cup Juvenile Fillies winner and 1999 Kentucky Oaks winner, Silverbulletday, 2001 Dubai World Cup winner, Captain Steve, and the 2007 and 2008 Breeders’ Cup Sprint winner, Midnight Lute. Additionally, Mr. Pegram served as a director of Skagit State Bancorp from April 1997 to November 2018. Mr. Pegram has been selected to serve as a director because of his extensive experience in the horse racing industry and as an investor, business owner, and director of various casino operations.

  36. EXPERIENCE

    | 10 | | 2025 PROXY STATEMENT |

  37. EXPERIENCE

    Age: 53 Director Since: July 2020 (Director of ERI since September 2014) Committees: None

  38. EXPERIENCE

    EXPERIENCE Mr. Reeg has served on our Board since July 2020 and served on the Board of ERI from September 2014 until July 2020. Mr. Reeg served as Chief Financial Officer of ERI from March 2016 to May 2019 and has been our Chief Executive Officer since January 2019 and President from September 2014 until December 31, 2018. Mr. Reeg served as a member of the board of managers of Eldorado Resorts LLC from December 2007 to September 2014, as Senior Vice President of Strategic Development for Eldorado Resorts LLC from January 2011 to September 2014 and a member of the executive committee of Silver Legacy (which is the governing body of Silver Legacy) from August 2011 through August 2014. Mr. Reeg is a Vice President and a member the board of directors of REI, a less than 5% shareholder of the Company and a partial owner of G PEG I, LLC, which owns and operates five casinos in the Reno and Carson City area. Mr. Reeg was a member of the board of managers of NGA HoldCo, LLC, which was a shareholder of ours, from 2007 through 2011 and served on the board of directors of Autocam Corporation from 2007 to 2010. From 2002 to 2005, Mr. Reeg was a Managing Director and portfolio manager at AIG Global Investment Group (“AIG”), where he was responsible for co-management of the high-yield mutual fund portfolios. Prior to his role at AIG, Mr. Reeg was a senior high-yield research analyst covering various sectors, including the casino, lodging and leisure sectors, at Bank One Capital Markets.

  39. QUALIFICATIONS

    QUALIFICATIONS Mr. Reeg has been selected to serve as a director because of his management position and extensive experience and familiarity with the business of the Company. Age: 73 Director Since: July 2020 (Director of ERI since September 2014) Committees: Audit (Chair) and Nominating and Corporate Governance

  40. EXPERIENCE

    EXPERIENCE Mr. Tomick is our Lead Independent Director and has served on the Board since July 2020 and served on the Board of ERI from September 2014 until July 2020. Mr. Tomick co-founded Securus, Inc., a company involved in the GPS monitoring and Personal Emergency Response business, and served as its Chief Financial Officer from 2008 to 2010 and as its Chairman from 2010 to March 2015. From 1997 to 2004, Mr. Tomick was Executive Vice President and Chief Financial Officer of SpectraSite, Inc., a NYSE-listed wireless tower company. Mr. Tomick was, from 1994 to 1997, the Chief Financial Officer of Masada Security, a company involved in the security monitoring business and, from 1988 to 1994, the Vice President-Finance of Falcon Cable TV, where he was responsible for debt management, mergers and acquisitions, equity origination and investor relations. Prior to 1988, he managed a team of corporate finance professionals focusing on the communications industry for The First National Bank of Chicago. Mr. Tomick currently serves on the board of directors of Casalu, Inc. since October 2020, Gryppers, Inc., since July 2016, Autocam Medical since 2008 and First Choice Packaging since 2006 and has served on the Board of the following organizations: Autocam Corporation (2008-2014), NuLink Digital (2010-2016) and TransLoc, Inc. (2005-2016). Mr. Tomick has been selected to serve as a director because of his financial and management expertise and his experience with respect to raising capital, mergers and acquisitions, corporate governance and investor relations.

  41. EXPERIENCE

    | | | 11 |

  42. SELECTION OF DIRECTORS

    SELECTION OF DIRECTORS

  43. CORPORATE GOVERNANCE GUIDELINES

    | • | Director compensation; |

  44. 50% of CEO and NEO Equity Compensation is Performance-Based

    50% of CEO and NEO Equity Compensation is Performance-Based 50% of the 2024 annual target long-term incentive equity grant was in the form of performance-based stock units (“PSUs”) for our CEO and other NEOs. In 2024, the long-term incentive PSUs were based 80% on total shareholder return (“TSR”) performance, relative to the S&P 500 (“rTSR”), and 20% on Adjusted EBITDA performance, both measured over a three-year period. Prior to 2024, the long-term incentive PSUs for our CEO and other NEOs were based 65% on rTSR performance, and 35% based on Adjusted EBITDA performance. The Compensation Committee adjusted the equity compensation mix of PSUs by decreasing the magnitude of the overlapping metrics between the short-term incentive (“STI”) program, which includes Adjusted EBITDA performance, and the long-term incentive (“LTI”) program in order to address shareholder feedback. The Compensation Committee believes that the threshold levels of performance that must be met before any PSUs are earned are rigorous and challenging. The other 50% of our CEO’s and other NEOs’ long-term incentive grants in 2024 was in the form of time-based restricted stock units (“RSUs”), which vest ratably over three years subject to continued employment.

  45. 2024 Contract Renewal Awards

    2024 Contract Renewal Awards In addition to regular annual compensation, as discussed below and previously disclosed in our 2024 proxy statement, the Compensation Committee sought to extend the term of employment for each of our executive officers. The Compensation Committee views the current members of the executive leadership team as being critical to the Company’s success and ability to drive shareholder value. As a result, the Compensation Committee believes that the retention of the current management team as a cohesive unit is critical to the successful execution of the Company’s strategic plan. To align with this goal, and to further align our NEOs interests with those of shareholders, we amended the employment agreements for each of the NEOs to extend the term of employment by two years, with automatic one-year renewals thereafter. As consideration for each of our executive officer’s agreement to extend their employment term, each NEO was granted a “sign-on” equity award of time-based RSUs (“Contract Renewal Awards” and each, a “Contract Renewal Award”) in the following amounts: Mr. Reeg 70,126, Mr. Anthony L. Carano 82,509, Mr. Yunker 57,754, Mr. Quatmann 49,505 and Ms. Lepori 14,750. The Contract Renewal Awards vest in equal one-third installments over the remaining three-year term of employment on each of the first three anniversaries of January 1, 2024, subject to the NEO’s continued service on each applicable vesting date. See “2024 Executive Officer Employment Agreement Extensions” below.

  46. Results of 2024 Advisory Vote on Executive Compensation (“Say-on-Pay”)

    Results of 2024 Advisory Vote on Executive Compensation (“Say-on-Pay”) The Compensation Committee and our Board considered the results of the advisory, non-binding shareholder vote to approve executive compensation presented at our 2024 annual meeting of shareholders, where approximately 82% of votes cast approved the compensation program described in our proxy statement for the 2024 annual meeting of shareholders. We currently hold such say-on-pay votes on an annual basis. The Compensation Committee takes seriously its role in the governance of our compensation programs and values thoughtful input from our shareholders, and will consider the results of future say-on-pay votes in connection with making future compensation-related decisions to the extent it deems it appropriate to do so. Our shareholders previously expressed a desire for less overlapping performance goals in our executive compensation program. As described further below under “Changes to Equity Grants—2025 Awards,” beginning in 2025, we no longer grant PSUs based on Adjusted EBITDA performance, which is included as a performance goal for our STI program, and have granted PSUs that may be earned based on free cash flow achievement. The executive team and members of management continue to engage with our shareholders over various topics, including our executive compensation and other corporate governance matters. We believe our shareholders are supportive of our executive compensation programs, as evidenced by the high level of support for our say-on-pay proposal.

  47. OUR COMPENSATION PHILOSOPHY

    | • | enhance shareholder value by focusing our executives’ efforts on the specific performance metrics that drive enterprise value; |

  48. OUR COMPENSATION PHILOSOPHY

    | • | attract, motivate, and retain highly-qualified executives committed to our long-term success; |

  49. OUR COMPENSATION PHILOSOPHY

    | • | align actual compensation payouts of our executives to performance; |

  50. IMPLEMENTING THE PHILOSOPHY

    | WHAT WE DO Maintain robust stock ownership guidelines for NEOs and directors Set maximum payout limit on our annual incentive plan and LTI plan awards Maintain a clawback policy Retain an independent compensation consultant reporting directly to the Compensation Committee Enforce strict insider trading and anti-hedging policies Incorporate double-trigger (rather than single trigger) change in control provisions Maintain a Compensation Committee that is comprised solely of independent directors Provide that the majority of our executive officers’ compensation is granted in the form of long-term equity awards, which we believe aligns their interests with those of our shareholders | WHAT WE DON’T DO No change-in-control severance multiple in excess of 2.99x annual base salary and target annual bonus We do not provide excise tax gross-ups for any officer We do not provide extensive executive perquisites No enhanced retirement formulas No minimum levels of compensation guaranteed No payment of dividend or dividend equivalents on unvested stock or unearned performance units No repricing underwater options without shareholder approval |

  51. Role of the Compensation Committee

    | • | reviewing and assessing competitive market data from the Compensation Committee’s independent compensation consultant; |

  52. Role of the Compensation Committee

    | • | approving any changes to the total compensation package, including, but not limited to, base salary, annual incentives, long-term incentive award opportunities and payouts, and retention programs; |

  53. Role of the Compensation Committee

    | • | selecting or receiving advice from compensation consultants, legal counsel or other advisors; and |

  54. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee retained Aon for executive compensation advisory services, namely, to conduct its annual total compensation study for executive and key manager positions. Aon reports directly to the Compensation Committee and the Compensation Committee directly oversees the work performed by, and determines the fees paid to, Aon in connection with the services it provides to the Compensation Committee. The Compensation Committee instructs Aon to give advice to the Compensation Committee independent of management and to provide such advice for our benefit and for the benefit of our shareholders. With the Compensation Committee’s approval, Aon may work directly with management on certain executive compensation matters. During 2024, Aon was engaged by the Company’s management to provide additional services related to insurance placement, healthcare, and captive management and received fees for such services of approximately $4.7 million (approximately 0.03% of Aon’s 2024 revenue). Also in 2024, Aon’s professional fees for assisting the Board with executive compensation issues for the NEOs was approximately $150,000 (approximately 0.001% of Aon’s 2024 revenue). The Compensation Committee reviews the independence of its compensation consultants on an annual basis, taking into account a number of factors, including the six factors articulated in the Nasdaq listing standards and applicable SEC guidance, and also considered the additional services provided by Aon as described above. For 2024, the Compensation Committee determined that Aon was independent and its services to the Compensation Committee did not raise any conflicts of interest among the Compensation Committee or our management. Specific roles of Aon include, but are not limited to, the following:

  55. Role of the Independent Compensation Consultant

    | • | identifying and advising the Compensation Committee on executive compensation trends and regulatory developments; |

  56. Role of the Independent Compensation Consultant

    | • | providing a total compensation study for executives against peer companies and recommendations for NEO pay; |

  57. Role of the Independent Compensation Consultant

    | • | providing advice to the Compensation Committee on governance best practices as well as any other areas of concern or risk; |

  58. Role of the Independent Compensation Consultant

    | • | assisting with the development of a compensation peer group for annual executive compensation study; |

  59. Role of the Independent Compensation Consultant

    | • | serving as a resource to the Compensation Committee Chair for meeting agendas and supporting materials in advance of each meeting; and |

  60. Role of the Independent Compensation Consultant

    | • | advising the Compensation Committee on management’s pay recommendations. |

  61. Peer Companies

    Peer Companies The Compensation Committee believes that obtaining relevant market data where the Company competes for talent is very important to making determinations about executive compensation. Annually, the Compensation Committee reviews total compensation market data provided by Aon. The Compensation Committee reviews and approves the peer group used for comparisons prior to commencement of the pay study. Consistent with prior years, the following peer group development criteria were used to develop a group of peer companies to assist with fiscal year 2024 pay decisions:

  62. Peer Companies

    | • | Industry: Companies from the gaming, hospitality, hotel and leisure industries based on the Global Industry Classification System. |

  63. Peer Companies

    | • | Company size: Approximately 0.4x to 3x our annual revenues, with a secondary focus on market capitalization at the time of the assessment. |

  64. Peer Companies

    | • | Peers: Companies using Caesars as a peer in their compensation peer group. |

  65. Peer Companies

    | • | Peers of peers: Companies used by potential peers in their peer groups. |

  66. Peer Companies

    | • | Competitors: Companies that compete with Caesars for business and management talent. |

  67. Peer Companies

    | • | Management and Board recommendations. |

  68. Peer Companies

    The peer group used as a reference point to assist the Compensation Committee with 2024 compensation decisions was unchanged from the prior year and is set forth below:

  69. Peer Companies

    | Boyd Gaming Corporation Carnival Corporation Hilton Worldwide Holdings Hyatt Hotels Corporation | Las Vegas Sands Marriott International MGM Resorts International Norwegian Cruise Line Holdings | Penn Entertainment, Inc. Royal Caribbean Cruises Wynn Resorts |

  70. Peer Companies

    Exceptions to the primary criteria used for peer group may be applied, to the extent determined appropriate by the Compensation Committee. The Compensation Committee uses competitive compensation data from the annual total compensation study of peer companies as a reference point to inform decisions about targeted total compensation opportunities and specific compensation elements. The Compensation Committee does not benchmark total compensation to any specific percentile relative to the peer companies or the broader United States market, but is fully informed of the competitive landscape. The Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.

  71. Realizable Pay Demonstrates Pay for Performance Alignment

    When we do not meet performance targets and/or our share price decreases, the CEO’s realizable pay is directly affected. The following chart demonstrates the relationship between the target and realizable pay values, in each of the past three years, of our CEO’s annual incentive cash bonus and equity grants, including annual PSU and RSU grants, as well as Mr. Reeg’s 2022 performance-based equity grant based on stock price hurdles (the “2022 Hurdle Award”) and the 2024 Contract Renewal Awards. The target grant values shown in the table above reflect the target level awards approved by the Compensation Committee for determining the number of RSUs and PSUs granted to our CEO, which differs from the values we are required to report in the Summary Compensation Table. Mr. Reeg’s performance-based hurdle award granted in 2022 and the Contract Renewal Awards granted in 2024 are based on the grant date fair value of the awards as no target value was used in determining such awards. Realizable value shown for the long-term incentive equity awards reflects (1) the actual value of all RSUs and PSUs that have vested, based on the stock price on the vesting date as applicable, (2) shares for unearned PSUs based on the achievement of applicable performance metrics as of April 1, 2025, multiplied by the then closing price of $24.83, (3) the performance-based hurdle award granted in 2022 with a value of zero as the applicable stock-price hurdles were not met as of the end of the performance period in February 2025 and (4) the number of unvested RSUs multiplied by our closing stock price of $24.83 as of April 1, 2025. The realizable value shown for the annual incentive cash bonus reflects the actual bonus earned based on company performance for the applicable year. Because the change in share price is a key component of the equity value, the realizable equity value represented substantially less than the target value, demonstrating the direct link between performance and pay outcomes. Notably, as discussed above, the realizable value of the compensation for our NEOs, including for PSUs granted in 2022, has remained below target for each of the past three years, further demonstrating the alignment between executive pay and shareholder returns. We believe this outcome reflects the overall rigor of our performance-based compensation program and the challenging hurdles established by the Compensation Committee.

  72. OVERVIEW

    | • | Our annual bonus programs are designed to provide incentive compensation based on our financial performance. |

  73. OVERVIEW

    | • | Long-term equity incentives are tied to our sustained long-term financial performance and enhancement of total shareholder value. |

  74. BASE SALARY

    BASE SALARY The Compensation Committee believes that base salary levels should recognize the skill, competency, experience and performance an executive brings to his or her position. The Compensation Committee determines base salaries using both competitive market data from Aon’s competitive assessment using the peer group and a comprehensive assessment of relevant factors such as experience level, value to shareholders, responsibilities, future leadership potential, critical skills, individual contributions and performance, economic conditions, and the market demands for similar talent. As previously described, the Compensation Committee performs an annual review of the total compensation provided to our executive officers as compared to our selected peer groups. Based on the analysis performed, applying judgement and discretion, the Compensation Committee determined to increase the 2024 base salaries for Messrs. Yunker and Quatmann and Ms. Lepori based on a combination of merit increases, a review of external competitive market data from the annual Aon study and internal alignment objectives. The 2024 base salaries for Messrs. Reeg and Anthony L. Carano remain unchanged from 2023. The NEOs’ base salary levels are set forth in the table below.

  75. ANNUAL INCENTIVES (CASH-BASED BONUS PLAN)

    ANNUAL INCENTIVES (CASH-BASED BONUS PLAN) The goals under our annual incentive plan are designed to be straight-forward in order to focus participants on clearly measurable metrics, balance corporate and property performance by individual participants, and implement the appropriate level of reward potential. Annual incentive awards have historically been based on the achievement of Adjusted EBITDA targets (as defined below). Performance targets are set by the Compensation Committee annually at the start of the applicable fiscal year. Adjusted EBITDA was established as the primary performance metric for 2024 because the Compensation Committee believed that it most accurately reflects our results of operations and represents a key performance metric in the gaming/casino industry.

  76. ANNUAL INCENTIVES (CASH-BASED BONUS PLAN)

    | | | 35 |

  77. ANNUAL INCENTIVES (CASH-BASED BONUS PLAN)

    Based on the Compensation Committee’s evaluation of the executive officers annual incentive compensation and competitive market data, the Compensation Committee determined that the 2024 target bonus opportunities, as a percentage of base salary, of the executive officers would remain unchanged from the 2023 target bonus opportunities. The Compensation Committee approved the following target bonus opportunities for the 2024 calendar year:

  78. ANNUAL INCENTIVES (CASH-BASED BONUS PLAN)

    | EXECUTIVE NAME | 2024 TARGET OPPORTUNITY (AS A % OF BASE SALARY) | 2023 TARGET OPPORTUNITY (AS A % OF BASE SALARY) | Change | | Thomas R. Reeg | 200% | 200% | No Change | | Bret Yunker | 125% | 125% | No Change | | Anthony L. Carano | 125% | 125% | No Change | | Edmund L. Quatmann, Jr. | 100% | 100% | No Change | | Stephanie Lepori | 100% | 100% | No Change |

  79. ANNUAL INCENTIVES (CASH-BASED BONUS PLAN)

    With respect to the Adjusted EBITDA financial metric, performance levels for threshold and maximum bonus opportunities were also established at the beginning of 2024 by the Compensation Committee as they are based on a percentage of the approved target opportunity. The following table sets forth the threshold, target, and maximum levels established under the 2024 annual incentive plan at the beginning of 2024, based on the budget for 2024, and the level actually achieved based on performance:

  80. ANNUAL INCENTIVES (CASH-BASED BONUS PLAN)

    | PERFORMANCE LEVEL | PERFORMANCE REQUIREMENT | CONSOLIDATED ADJUSTED EBITDA (‘000’S) | PAYOUT PERCENTAGE OF TARGET | | Threshold | 90% of target goal | $3,645,000 | 50.0% | | Target | 100% of target goal | $4,050,000 | 100.0% | | Maximum | 115% of target goal | $4,657,500 | 200.0% | | Actual for 2024 | 92.3% of target goal | $3,739,000 | 61.5% |

  81. ANNUAL INCENTIVES (CASH-BASED BONUS PLAN)

    | EXECUTIVE NAME | ANNUAL BONUS EARNED FOR 2024 | ANNUAL BONUS EARNED FOR 2024 AS % OF TARGET | | Thomas R. Reeg | $2,460,000 | 61.5% | | Bret Yunker | $922,500 | 61.5% | | Anthony L. Carano | $1,037,813 | 61.5% | | Edmund L. Quatmann, Jr. | $492,000 | 61.5% | | Stephanie Lepori | $445,875 | 61.5% |

  82. ANNUAL INCENTIVES (CASH-BASED BONUS PLAN)

    Adjusted EBITDA is a non-GAAP financial measure used for the purposes of determining targets for bonus opportunities and achievement of such targets for 2024. See Appendix A for a reconciliation of Net Income (Loss) to Adjusted EBITDA.

  83. LONG-TERM INCENTIVES (EQUITY-BASED AWARDS)

    LONG-TERM INCENTIVES (EQUITY-BASED AWARDS) Our 2015 Equity Incentive Plan, as amended, allows us to grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock-based awards, and performance awards.

  84. 2024 Annual Equity-Based Awards Mix

    2024 Annual Equity-Based Awards Mix As in past years, for LTI awards made to executive officers during 2024, the equity compensation mix was 50% RSUs and 50% PSUs (based on dollar-denominated values). For 2024, 80% of the PSUs were based on a three-year rTSR against the S&P 500 and 20% of the PSUs were based on Adjusted EBITDA achievement over three years (based on dollar-denominated values). Prior to 2024, the long-term incentive PSUs for our CEO and other

  85. 2024 Annual Equity-Based Awards Mix

    | EXECUTIVE NAME | 2024 LTI AWARD TARGET OPPORTUNITY (AS A % OF BASE SALARY) | 2023 LTI AWARD TARGET OPPORTUNITY (AS A % OF BASE SALARY) | Change | | Thomas R. Reeg | 475% | 450% | 25 pts | | Bret Yunker | 300% | 300% | No Change | | Anthony L. Carano | 325% | 300% | 25 pts | | Edmund L. Quatmann, Jr. | 250% | 200% | 50 pts | | Stephanie Lepori | 250% | 200% | 50 pts |

  86. Relative Total Shareholder Return (“rTSR”)

    | • | 75th percentile TSR ranking and above: 200% of target payout |

  87. Relative Total Shareholder Return (“rTSR”)

    | • | 50th percentile TSR ranking: 100% of target payout |

  88. Relative Total Shareholder Return (“rTSR”)

    | • | 35th percentile TSR ranking: 50% of target payout |

  89. Relative Total Shareholder Return (“rTSR”)

    | • | Below 35th percentile: No payout |

  90. Relative Total Shareholder Return (“rTSR”)

    | • | Payouts for performance between threshold, target, and maximum percentile requirements are interpolated on a straight-line basis. |

  91. Relative Total Shareholder Return (“rTSR”)

    | • | If our 3-year TSR is negative, then the final payout level for these awards will be capped at “target”, even if our TSR falls above the 50th percentile of the TSR ranking against the peer group. For example, if our 3-year TSR is negative, but our TSR ranking was attained at the 75th percentile, the final award payout level would be 100% of target, not 200%. |

  92. Adjusted EBITDA

    Adjusted EBITDA The portion of the 2024 annual LTI awards that is based on Adjusted EBITDA (which has the same definition as that used for our annual incentive plan) is intended to motivate our senior management team to achieve operational performance that is aligned to top-line operating metrics. The Board and management view Adjusted EBITDA as a critical indicator of Company performance given the nature of our business, which is why the Compensation Committee determined it was appropriate to include Adjusted EBITDA as a performance metric in both the 2024 STI and the 2024 LTI programs. Adjusted EBITDA is a useful indicator of cash flow from operations, which continues to be of importance to our business. It also focuses executive officers on the Company’s most critical strategic priority of profitability, and aligns their incentives, both short and long term, with the goal of generating a measure of income, a key driver of valuation. For each calendar year ended or ending December 31st of 2024, 2025 and 2026 (each, a “Performance Year”), the Compensation Committee has established, or will establish, a “target” level of Adjusted EBITDA to be achieved for such Performance Year (each, a “Performance Year Target”). The percentage at which each Performance Year Target has been achieved will be averaged following the end of the full three-year performance period in order to calculate the cumulative percentage of achievement of the overall Adjusted EBITDA goals (the “Cumulative Percentage”). The average of three successive one-year periods is applied because the structure allows the most realistic Adjusted EBITDA performance targets to be set by management and the Compensation Committee with consideration of the most current financial information providing strong shareholder alignment. Based on the payout percentage (the “Payout Percentage”) applicable to the Cumulative Percentage, a number of PSUs as a percentage of the target number of PSUs granted in respect of the Adjusted EBITDA metric (the “EBITDA Target Award”) will remain eligible to vest subject to continued employment at the end of the total three-year performance period. The Adjusted EBITDA performance target and actual achievement is disclosed annually in our CD&A. Please reference “Annual Incentives (Cash-Based Bonus Plan)” on page 35 for the fiscal year 2024 Adjusted EBITDA performance target and actual achievement. The payout slopes for this portion of the 2024 LTI awards are the same as the payout slopes established for the 2024 annual incentive plan (i.e., 90% achievement results in 50% payout, 100% achievement results in 100% payout and 115% achievement and above results in 200% payout).

  93. Adjusted EBITDA

    | • | If the Cumulative Percentage is less than 90%, then the Payout Percentage related to the EBITDA Target Award will be 0%. |

  94. Adjusted EBITDA

    | • | Straight-line interpolation will be used to determine the Payout Percentage for any Cumulative Percentage between 90% and 100% and between 100% and 115%, based upon the Payout Percentages set forth above. |

  95. Adjusted EBITDA

    | EXECUTIVE NAME | TARGET AS A % OF SALARY | RSU* TARGET GRANT VALUE | PSU* TARGET GRANT VALUE | | Thomas R. Reeg | 475% | $4,750,000 | $4,750,000 | | Bret Yunker | 300% | $1,800,000 | $1,800,000 | | Anthony L. Carano | 325% | $2,193,750 | $2,193,750 | | Edmund L. Quatmann, Jr. | 250% | $1,000,000 | $1,000,000 | | Stephanie Lepori | 250% | $906,250 | $906,250 |

  96. 2024 Contract Renewal Awards

    2024 Contract Renewal Awards As consideration for each NEO to enter into an amendment to their employment agreement, as further discussed under “2024 Executive Officer Employment Agreement Extensions” below, in 2024, each NEO was granted a Contract Renewal Award consisting of time-based RSUs in the following amounts: Mr. Reeg 70,126, Mr. Anthony L. Carano 82,509, Mr. Yunker 57,754, Mr. Quatmann 49,505 and Ms. Lepori 14,750. The Contract Renewal Awards vest in equal one-third installments over the remaining three-year term of employment on each of the first three anniversaries of January 1, 2024, subject to the NEO’s continued service on each applicable vesting date.

  97. Achievement of 2022 PSU Grants

    Achievement of 2022 PSU Grants The LTI grants made to executive officers during 2022 were 50% time-based RSUs vesting ratably over three years and 50% PSUs (based on dollar-denominated values). For 2022, 35% of the dollar-denominated values of the PSUs were based on our annual Adjusted EBITDA achievement for 2022, 2023 and 2024, and 65% were based on the Company’s three-year relative TSR ranking against the S&P 500, measured over a three-year period ending December 31, 2024. The 2022 PSU grant achieved an overall payout of 71.7% of the targeted number of awards as detailed below. 2022 Adjusted EBITDA PSU Following the end of the three-year performance period, the 2022 Adjusted EBITDA PSUs vested on January 29, 2025, with an average attainment of 98.1% of the applicable Adjusted EBITDA targets which resulted in a payout percentage of 90.5% of the target grants. The payout of the 2022 Adjusted EBITDA PSU was approved by the Compensation Committee based on Adjusted EBITDA of 92.3%, 100.4%, and 101.5%, of the following annual targets for the each of the years ended December 31, 2024, 2023 and 2022, respectively: $4,050 million for 2024, $3,954 million for 2023, $3,893 million for 2022. 2022 rTSR PSU At the end of the three-year performance period, it was determined that the ending average stock price over the 20-day trading period prior to December 31, 2024, of $35.46 ranked in the 3rd percentile, which did not meet the threshold of the 35th percentile. The Compensation Committee considered the significant long-term value creation activities undertaken during the performance period, including the completion of new gaming facilities and major rebranding of existing properties, divestitures of non-core assets, and strengthening of our balance sheet through debt reduction, refinancing to manage interest rates and the extension of related debt maturities. In addition, the executive team completed the divestiture of William Hill International and reinvested in our Digital segment with expansion of online sports betting and iGaming into new jurisdictions, development of new iGaming products with the launch of our Caesars Palace Online Casino and the Horseshoe Online Casino. In recognition of these activities and achievements during the performance period, which the Compensation Committee believes were not fully reflected in the Company’s rTSR result, the Compensation Committee used its discretion in 2025 to certify 2022 achievement at 61.5% of target for the purposes of the 2022 rTSR PSU grants, which the Compensation Committee believes reflects a significant discount from target to reflect the below-threshold TSR performance. The 61.5% payout level reflects the Compensation Committee’s judgement that these efforts delivered long-term shareholder value despite recent stock price volatility. 2022 Hurdle Award—Performance-Based Equity Grant As previously disclosed, in February 2022, the Board made a grant to our CEO of 100% performance-based RSUs with performance metrics consisting of three stock price hurdles of $125, $150, and $175, requiring significant growth and dramatic stock price appreciation, which were scheduled to settle at the end of the three-year performance period in February 2025. At the end of the performance period, it was determined that the trailing average stock price over any 20-day calendar-day period did not meet any of the three stock price hurdles. As a result, this award was not earned and resulted in no payout.

  98. Achievement of 2022 PSU Grants

    | | | 39 |

  99. Changes to Equity Grants—2025 Awards

    Changes to Equity Grants—2025 Awards In a continued effort to reduce overlap of performance metrics associated with our STI and LTI programs, beginning in 2025, we no longer grant PSUs based on Adjusted EBITDA performance. The 2025 LTI grants will continue to be 50% RSUs and 50% PSUs (based on dollar-denominated values); however, 40% of the 2025 PSUs are based on a three-year rTSR against a peer group which includes Caesars and 11 other companies within our industry and 60% of the 2025 PSUs are based on free cash flow achievement over a three-year performance period, as defined in the award agreement. Payout slopes for the 2025 PSUs based on a three-year rTSR are consistent with the payout slopes of our 2024 rTSR awards described above. Payout ranges, payout thresholds, target attainment and final attainment for the PSUs based on free cash flow achievement are determined by the Compensation Committee for each of the three calendar years. For the 2025 calendar year the Compensation Committee approved a payout range of 0% to 160% based on a free cash flow target, as defined in the award agreement, with the following payout thresholds:

  100. Changes to Equity Grants—2025 Awards

    | • | Achievement of less than threshold of 90% of target results in attainment of 0% for the year; |

  101. Changes to Equity Grants—2025 Awards

    | • | Achievement of 90% of target results in attainment of 70% for the year; |

  102. Changes to Equity Grants—2025 Awards

    | • | Achievement of 100% of target results in a 100% attainment for the year; and |

  103. Changes to Equity Grants—2025 Awards

    | • | Achievement of 120% or more of target results in a maximum attainment of 160% for the year. |

  104. Changes to Equity Grants—2025 Awards

    Performance between threshold, target, and maximum percentile requirements are interpolated based on the attainment grid approved by the Compensation Committee for each calendar year. The attainment percentage for each of the three years is averaged to determine the final payout amounts at the end of the three-year period.

  105. EQUITY GRANT PRACTICES

    EQUITY GRANT PRACTICES The Compensation Committee’s practice for timing of equity awards helps to provide assurance that grants are not timed to result in favorable pricing of such awards for executives. Generally, equity awards are granted by the Compensation Committee as a dollar value from which the number of shares awarded is determined based on the prior 20-day average stock price. In the event we award stock options, all stock option awards are granted with an exercise price equal to or greater than the closing price of the underlying stock on the effective grant date or, in accordance with the terms of our approved equity plans, the closing price of the underlying stock on the last trading day prior to the effective grant date, if an award is granted on a non-trading day. Except for our standard annual award grant date in January , or in unusual and compelling circumstances, it is not the practice of the Compensation Committee to grant stock options or similar equity awards to employees or non-employee directors during periods in which there is material nonpublic information about our Company, including (1) outside a “trading window” established in connection with the public release of earnings information under our Insider Trading Policy or (2) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Stock options may occasionally be awarded on an off-cycle basis, including to new hires. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.

  106. EQUITY GRANT PRACTICES

    | | | 41 |

  107. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation paid to or earned by each of our NEOs for the fiscal years ended December 31, 2024, 2023 and 2022.

  108. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS(1) ($) | STOCK AWARDS(2) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($) | ALL OTHER COMPENSATION(4) ($) | TOTAL ($) | | Thomas R. Reeg Chief Executive Officer | 2024 | 2,000,000 | — | 13,535,975 | 2,460,000 | 375,959 | 18,371,934 | | | 2023 | 2,000,000 | — | 12,161,765 | 4,112,000 | 336,594 | 18,610,359 | | | 2022 | 2,000,000 | — | 24,616,624 | 4,400,000 | 333,296 | 31,349,920 | | Bret Yunker Chief Financial Officer | 2024 | 1,200,000 | — | 6,516,622 | 922,500 | 55,737 | 8,694,859 | | | 2023 | 1,150,000 | — | 4,661,992 | 1,477,750 | 90,626 | 7,380,368 | | | 2022 | 1,150,000 | 244,375 | 3,425,776 | 1,581,250 | 35,629 | 6,437,030 | | Anthony L. Carano President and Chief Operating Officer | 2024 | 1,350,000 | — | 8,481,402 | 1,037,813 | 167,880 | 11,037,095 | | | 2023 | 1,350,000 | — | 5,472,813 | 1,734,750 | 63,735 | 8,621,298 | | | 2022 | 1,350,000 | 286,875 | 4,021,635 | 1,856,250 | 38,906 | 7,553,666 | | Edmund L. Quatmann, Jr. Chief Legal Officer | 2024 | 800,000 | — | 4,395,346 | 492,000 | 66,702 | 5,754,048 | | | 2023 | 775,000 | — | 2,094,492 | 796,700 | 110,003 | 3,776,195 | | | 2022 | 775,000 | 131,750 | 1,539,047 | 852,500 | 60,951 | 3,359,248 | | Stephanie Lepori Chief Administrative and Accounting Officer | 2024 | 725,000 | — | 2,643,510 | 445,875 | 17,311 | 3,831,696 | | | 2023 | 700,000 | — | 1,891,766 | 719,600 | 16,001 | 3,327,367 | | | 2022 | 700,000 | 119,000 | 1,390,108 | 770,000 | 15,158 | 2,994,266 |

  109. Summary Compensation Table

    | (1) Amounts shown for 2022 represent the incremental performance bonus awarded as a result of the efforts, leadership, and performance in response to the continued impact of COVID-19 on the Company’s operations in early 2022. |

  110. Summary Compensation Table

    | (2) Amounts shown represent the aggregate grant date fair value of RSUs and PSUs computed in accordance with Accounting Standards Codification 718. For a discussion of valuation assumptions, see Note 12 in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 25, 2025. Key assumptions used in the Monte Carlo simulation for determining the grant date fair value of the 2024 relative TSR PSUs included: (i) the expected term and remaining performance period of 2.93 years; (ii) a risk-free rate of 4.12% derived from two and three year continuously compounded semi-annual zero-coupon U.S. Treasury rates, interpolated to determine a 2.93 year maturity; (iii) a dividend yield of 0%; and (iv) an expected volatility of 55.05% based on the historical volatility of the Company and each member of the S&P 500 Index over the prior 2.93 years. At the grant date, we believed that it was probable that the performance criteria applicable to the non-market-based PSUs would be met at target level and that each individual will remain employed through the vesting period. For the market-based PSUs (i.e., the PSUs based on rTSR and Mr. Reeg’s hurdle award granted during 2022), the probable outcome of achievement of the market-based TSR performance / applicable stock price hurdles was determined using a Monte Carlo simulation model. For both the market-based and non-market based PSUs (other than Mr. Reeg’s hurdle award), the maximum number of PSUs eligible to vest is equal to 200% of the target award. Assuming maximum level of achievement of the PSUs with non-market-based performance conditions granted during 2024, the grant date fair value of the awards granted to Messrs. Reeg, Yunker, Anthony L. Carano, and Quatmann and Ms. Lepori would have been $1,849,272, $700,718, $854,030, $389,288 and $352,806, respectively. The hurdle award granted to Mr. Reeg in 2022 was only eligible to vest up to 100% of the awards granted, which were forfeited in February 2025 because we did not meet any of the applicable stock price hurdles. |

  111. Summary Compensation Table

    | (3) Amounts shown for 2024, 2023 and 2022 represent the amounts earned under our annual bonus plan in respect of performance achieved during the applicable year. |

  112. Summary Compensation Table

    | (4) The amount reported for Mr. Yunker for 2023 in the prior year proxy statement unintentionally omitted approximately $40,471 relating to personal security costs. The Company views the omission as immaterial; however, we have included the amount in Mr. Yunker’s “All Other Compensation” for 2023 in the table above. |

  113. Summary Compensation Table

    | 44 | | 2025 PROXY STATEMENT |

  114. Summary Compensation Table

    | All other compensation for 2024 consisted of the following: |

  115. Summary Compensation Table

    | NAME | LIFE INSURANCE PREMIUMS ($) | LONG- TERM DISABILITY ($) | GROUP TERM LIFE INSURANCE ($) | USE OF CORPORATE OR LEASED AIRCRAFT ($)(a) | 401(K) MATCH ($) | HEALTH SAVINGS ACCOUNT ($) | SECURITY ($)(b) | TOTAL ($) | | Thomas R. Reeg | 2,352 | 1,589 | 5,382 | 297,221 | 9,231 | — | 60,184 | 375,959 | | Bret Yunker | 2,352 | 1,589 | 3,510 | 27,508 | 8,238 | — | 12,540 | 55,737 | | Anthony L. Carano | 2,352 | 1,589 | 2,340 | 46,830 | — | — | 114,769 | 167,880 | | Edmund L. Quatmann, Jr. | 1,823 | 1,589 | 4,140 | 48,300 | 10,350 | 500 | — | 66,702 | | Stephanie Lepori | 1,646 | 1,589 | 3,726 | — | 10,350 | — | — | 17,311 |

  116. Summary Compensation Table

    | (a) The amounts disclosed reflect the aggregate incremental cost to the Company of providing certain personal use of Company-owned or leased aircraft. For leased aircraft, this cost is calculated based on the applicable hourly rate charged to the Company, plus fuel and ancillary charges. The cost of Company-owned aircraft is calculated based on an estimate of the aggregate incremental cost to the Company, consisting of the cost to the Company of fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs and other miscellaneous variable costs. Since our aircraft is used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots’ salaries, depreciation of the purchase costs of our aircraft and the cost of maintenance not specifically related to trips. From time to time, certain family members or other guests will accompany the NEOs on personal trips when using Company-owned aircraft, at a nominal or at no incremental cost to the Company. |

  117. Summary Compensation Table

    | (b) The amounts disclosed reflect expenses related to personal security costs at personal residences, which include perimeter and physical security enhancements. In addition to recurring physical security monitoring costs, the amounts for Messrs. Reeg and Anthony L. Carano include additional costs related to the installation of security equipment which was completed in 2024. |

  118. Summary Compensation Table

    | | | 45 |

  119. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth information regarding the grant of plan-based awards made during 2024 to the NEOs.

  120. Grants of Plan-Based Awards Table

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AWARDS(2) ($) | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Thomas R. Reeg | | | | | | | | | | | Annual Incentive Plan | 1/1/2024 | 2,000,000 | 4,000,000 | 8,000,000 | — | — | — | — | — | | Time-based | 1/26/2024 | — | — | — | — | — | — | 103,916 | 4,623,223 | | Time-based(3) | 1/26/2024 | — | — | — | — | — | — | 70,126 | 3,119,906 | | Performance-based Adjusted EBITDA | 1/26/2024 | — | — | — | 10,392 | 20,783 | 41,566 | — | 924,636 | | Performance-based rTSR | 1/26/2024 | — | — | — | 41,566 | 83,132 | 166,264 | — | 4,868,210 | | Bret Yunker | | | | | | | | | | | Annual Incentive Plan | 1/1/2024 | 750,000 | 1,500,000 | 3,000,000 | — | — | — | — | — | | Time-based | 1/26/2024 | — | — | — | — | — | — | 39,379 | 1,751,972 | | Time-based(3) | 1/26/2024 | — | — | — | — | — | — | 57,754 | 2,569,475 | | Performance-based Adjusted EBITDA | 1/26/2024 | — | — | — | 3,938 | 7,875 | 15,750 | — | 350,359 | | Performance-based rTSR | 1/26/2024 | — | — | — | 15,752 | 31,503 | 63,006 | — | 1,844,816 | | Anthony L. Carano | | | | | | | | | | | Annual Incentive Plan | 1/1/2024 | 843,750 | 1,687,500 | 3,375,000 | — | — | — | — | — | | Time-based | 1/26/2024 | — | — | — | — | — | — | 47,993 | 2,135,209 | | Time-based(3) | 1/26/2024 | — | — | — | — | — | — | 82,509 | 3,670,825 | | Performance-based Adjusted EBITDA | 1/26/2024 | — | — | — | 4,799 | 9,598 | 19,196 | — | 427,015 | | Performance-based rTSR | 1/26/2024 | — | — | — | 19,197 | 38,394 | 76,788 | — | 2,248,353 | | Edmund L. Quatmann, Jr. | | | | | | | | | | | Annual Incentive Plan | 1/1/2024 | 400,000 | 800,000 | 1,600,000 | — | — | — | — | — | | Time-based | 1/26/2024 | — | — | — | — | — | — | 21,877 | 973,308 | | Time-based(3) | 1/26/2024 | — | — | — | — | | — | 49,505 | 2,202,477 | | Performance-based Adjusted EBITDA | 1/26/2024 | — | — | — | 2,188 | 4,375 | 8,750 | — | 194,644 | | Performance-based rTSR | 1/26/2024 | — | — | — | 8,751 | 17,502 | 35,004 | — | 1,024,917 | | Stephanie Lepori | | | | | | | | | | | Annual Incentive Plan | 1/1/2024 | 362,500 | 725,000 | 1,450,000 | — | — | — | — | — | | Time-based | 1/26/2024 | — | — | — | — | — | — | 19,826 | 882,059 | | Time-based(3) | 1/26/2024 | — | — | — | — | — | — | 14,750 | 656,228 | | Performance-based Adjusted EBITDA | 1/26/2024 | — | — | — | 1,983 | 3,965 | 7,930 | — | 176,403 | | Performance-based rTSR | 1/26/2024 | — | — | — | 7,931 | 15,861 | 31,722 | — | 928,820 |

  121. Grants of Plan-Based Awards Table

    | (1) Represents threshold, target and maximum annual incentive program opportunities under the 2024 annual incentive program. The actual amount earned for 2024 is shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |

  122. Grants of Plan-Based Awards Table

    | (2) Amounts shown represent the aggregate grant date fair value of RSUs and PSUs computed in accordance with Accounting Standards Codification 718. For a discussion of valuation assumptions, see Note 12 in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 25, 2025. Key assumptions used in the Monte Carlo simulation for determining the grant date fair value of the 2024 relative TSR PSUs included: (i) the expected term and remaining performance period of 2.93 years; (ii) a risk-free rate of 4.12% derived from two and three year continuously compounded semi-annual zero-coupon U.S. Treasury rates, interpolated to determine a 2.93 year maturity; (iii) a dividend yield of 0%; and (iv) an expected volatility of 55.05% based on the historical volatility of the Company and each member of the S&P 500 Index over the prior 2.93 years. At the grant date, we believed that it was probable that the performance criteria applicable to the non-market-based PSUs would be met at target level and that each individual will remain employed through the vesting period. For the market-based PSUs (i.e., the PSUs based on rTSR), the probable outcome of achievement of the market-based TSR performance was determined using a Monte Carlo simulation model. |

  123. Grants of Plan-Based Awards Table

    | (3) Represents the Contract Renewal Award granted to each NEO during 2024. For additional information, see “2024 Executive Officer Employment Agreement Extensions”. |

  124. Grants of Plan-Based Awards Table

    | 46 | | 2025 PROXY STATEMENT |

  125. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements New Amendments to Amended and Restated Employment Agreements Effective January 1, 2024 In January 2024, we entered into amendments to each of our NEOs’ amended and restated employment agreements. Each NEO is referred to herein as an “Executive” and, collectively the amended and restated employment agreements and the first amendments to the agreements are referred to herein as the “Executive Employment Agreements.” The Executive Employment Agreements became effective on January 1, 2024. As consideration for each Executive’s agreement to extend their employment term, each Executive was granted a Contract Renewal Award of time-based RSUs in the following amounts: Mr. Reeg 70,126, Mr. Anthony L. Carano 82,509, Mr. Yunker 57,754, Mr. Quatmann 49,505 and Ms. Lepori 14,750. The RSUs vest in equal one-third installments over the remaining three-year term of employment on each of the first three anniversaries of January 1, 2024, subject to the Executive’s continued service on each applicable vesting date. In the event each Executive’s employment terminates due to Executive’s resignation without “good reason” or by the Company for “cause” (as such terms are defined in the amended and restated employment agreements), prior to January 1, 2027, the Executive will forfeit the unvested portion of the Contract Renewal Award. The Contract Renewal Awards are subject to the terms, conditions and restrictions specified in the Company’s Second Amended and Restated 2015 Equity Incentive Plan and the applicable award agreements. Each Executive Employment Agreement is for a three-year term until January 1, 2027, with automatic one-year renewals unless a notice of non-renewal is provided by either party at least three months before the scheduled renewal date. If a “change in control” (as defined in the applicable Executive Employment Agreement) occurs during the term of the agreement, the then-current term of such agreement will be extended an additional two years from the change in control, subject to automatic renewal for subsequent periods. The Executive Employment Agreements provide for a base salary, annual incentive bonus opportunity as a percentage of base salary, and an LTI award opportunity as a percentage of base salary. In the event of a termination of Mr. Reeg’s employment by the Company without “cause” or if Mr. Reeg terminates his employment for “good reason” (each as defined in Mr. Reeg’s Executive Employment Agreement), Mr. Reeg is entitled to receive (i) a lump-sum payment equal to 1.0 times the sum of his base salary and annual incentive award target, or 2.99 times such amount in the event of such a termination within two years following a change in control, (ii) a lump-sum payment of a prorated portion of his actual annual incentive award, if any, or a prorated portion of his annual incentive award at target in the event of such a termination within two years following a change in control, (iii) a lump-sum payment equal to 12 months of health benefits coverage, or 24 months if such a termination is within two years following a change in control, and (iv) outplacement services for no more than 12 months and in an amount not to exceed $10,000. For each Executive other than Mr. Reeg, in the event of a termination by the Company without cause or if the Executive terminates their employment for good reason, such Executive is entitled to receive (i) a lump-sum payment equal to 1.0 times the sum of such Executive’s base salary and annual incentive award target, or 2.0 times such amount in the event of such a termination within two years following a change in control, (ii) a lump-sum payment of a prorated portion of such Executive’s annual incentive award based on actual performance for the calendar year that includes the date of the termination, if any, or a prorated portion of such Executive’s target annual incentive award in the event of such a termination within two years following a change in control, (iii) a lump-sum payment equal to 12 months of health benefits coverage, or 18 months if such a termination is within two years following a change in control, and (iv) outplacement services for no more than 12 months and in an amount not to exceed $10,000. The Executive Employment Agreements contain certain customary non-competition, non-solicitation and confidentiality provisions (namely, 12-month post-termination non-competition and non-solicitation restriction, and perpetual confidentiality provisions). Except as expressly amended by the Amendments, the terms of the Executive’s amended and restated employment agreements will remain in full force and effect.

  126. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements

    | | | 47 |

  127. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The table below shows outstanding equity awards held by the NEOs as of December 31, 2024.

  128. Outstanding Equity Awards at Fiscal Year-End Table

    | | STOCK AWARDS | | | | | NAME | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | Thomas R. Reeg | 17,522(1) | 585,585 | — | — | | | 17,077(2) | 570,713 | — | — | | | 17,972(3) | 600,624 | — | — | | | — | — | 50,000(4) | 1,671,000 | | | — | — | 75,000(4) | 2,506,500 | | | — | — | 100,000(4) | 3,342,000 | | | — | — | 31,732(5) | 1,060,483 | | | — | — | 30,072(6) | 1,005,006 | | | 65,092(7) | 2,175,375 | — | — | | | — | — | 41,566(8) | 1,389,136 | | | — | — | 18,081(9) | 604,267 | | | 103,916(10) | 3,472,873 | — | — | | | 70,126(11) | 2,343,611 | — | — | | Bret Yunker | 6,717(1) | 224,482 | — | — | | | 6,546(2) | 218,767 | — | — | | | 6,889(3) | 230,230 | — | — | | | — | — | 12,164(5) | 406,521 | | | — | — | 11,527(6) | 385,232 | | | 24,952(7) | 833,896 | — | — | | | — | — | 15,752(8) | 526,432 | | | | | 6,851(9) | 228,960 | | | 39,379(10) | 1,316,046 | — | — | | | 57,754(11) | 1,930,139 | — | — |

  129. Outstanding Equity Awards at Fiscal Year-End Table

    | 48 | | 2025 PROXY STATEMENT |

  130. Outstanding Equity Awards at Fiscal Year-End Table

    | | STOCK AWARDS | | | | | NAME | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | Anthony L. Carano | 7,885(1) | 263,517 | — | — | | | 7,684(2) | 256,799 | — | — | | | 8,087(3) | 270,268 | — | — | | | — | — | 14,280(5) | 477,238 | | | — | — | 13,533(6) | 452,273 | | | 29,292(7) | 978,939 | — | — | | | — | — | 19,197(8) | 641,564 | | | | | 8,350(9) | 279,057 | | | 47,993(10) | 1,603,926 | — | — | | | 82,509(11) | 2,757,451 | — | — | | Edmund L. Quatmann, Jr. | 3,018(1) | 100,862 | — | — | | | 2,940(2) | 98,255 | — | — | | | 3,095(3) | 103,435 | — | — | | | — | — | 5,465(5) | 182,640 | | | — | — | 5,179(6) | 173,082 | | | 11,210(7) | 374,638 | — | — | | | — | — | 8,751(8) | 292,458 | | | — | — | 3,806(9) | 127,197 | | | 21,877(10) | 731,129 | — | — | | | 49,505(11) | 1,654,457 | — | — | | Stephanie Lepori | 2,726(1) | 91,103 | — | — | | | 2,656(2) | 88,764 | — | — | | | 2,796(3) | 93,442 | — | — | | | — | — | 4,936(5) | 164,961 | | | — | — | 4,677(6) | 156,305 | | | 10,126(7) | 338,411 | — | — | | | — | — | 7,931(8) | 265,054 | | | — | — | 3,450(9) | 115,299 | | | 19,826(10) | 662,585 | — | — | | | 14,750(11) | 492,945 | — | — |

  131. Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Represents PSUs awarded on January 28, 2022 at the threshold number of shares (based on assuming the threshold performance of the rTSR metric is achieved) valued at $33.42 per share, which was our closing stock price as of December 31, 2024. These PSUs vested on January 29, 2025. Threshold performance was not achieved; however, these PSUs vested on January 29, 2025 at 61.5% of target based on the Compensation Committee’s discretionary evaluation of performance in 2024, as described above. |

  132. Outstanding Equity Awards at Fiscal Year-End Table

    | (2) Represents PSUs awarded on January 28, 2022 at 90.5% of target based on actual performance described above valued at $33.42 per share, which was our closing stock price as of December 31, 2024. These PSUs vested on January 29, 2025. |

  133. Outstanding Equity Awards at Fiscal Year-End Table

    | | | 49 |

  134. Outstanding Equity Awards at Fiscal Year-End Table

    | (3) Represents remaining time-based RSUs awarded on January 28, 2022 valued at $33.42 per share, which was our closing stock price as of December 31, 2024. These RSUs vested on January 29, 2025. |

  135. Outstanding Equity Awards at Fiscal Year-End Table

    | (4) Represents each tranche of the performance-based equity grant valued at $33.42 per share, which was our closing stock price as of December 31, 2024. In February 2022, the Board made a grant to our CEO of a performance-based hurdle award consisting of 225,000 market-based stock units with performance metrics consisting of three stock price hurdles: 50,000 stock units are eligible to vest based on a stock price hurdle of $125, 75,000 stock units are eligible to vest based on a stock price hurdle of $150 and 100,000 stock units are eligible to vest based on a stock price hurdle of $175. The performance period applicable to these stock units is February 25, 2022 through February 25, 2025. Each tranche of stock units subject to this award only vests if the trailing average closing trading price of a share of our common stock measured over any consecutive 20 calendar-day period within the three-year performance period exceeds the respective hurdle and subject to additional service-based vesting requirements. The respective stock price hurdles were not met, resulting in no payout. |

  136. Outstanding Equity Awards at Fiscal Year-End Table

    | (5) Represents PSUs awarded on January 27, 2023 at the threshold number of shares (based on the assumption that threshold performance of the rTSR metric is achieved) valued at $33.42 per share, which was our closing stock price as of December 31, 2024. These PSUs are eligible to vest on January 29, 2026. |

  137. Outstanding Equity Awards at Fiscal Year-End Table

    | (6) Represents PSUs awarded on January 27, 2023 at 88.0% of target (based upon the average of our performance in 2024 at 92.3%, 2023 at 100.4%, and assuming the achievement of targeted performance for the year ending December 31, 2025) valued at $33.42 per share, which was our closing stock price as of December 31, 2024. These PSUs are eligible to vest on January 29, 2026. |

  138. Outstanding Equity Awards at Fiscal Year-End Table

    | (7) Represents remaining time-based RSUs awarded on January 27, 2023 valued at $33.42 per share, which was our closing stock price as of December 31, 2024. Half of these RSUs are eligible to vest on each of January 29 of 2025 and 2026. |

  139. Outstanding Equity Awards at Fiscal Year-End Table

    | (8) Represents PSUs awarded on January 26, 2024 at the threshold number of shares (based on assuming the threshold performance of the rTSR metric is achieved) valued at $33.42 per share, which was our closing stock price as of December 31, 2024. These PSUs are eligible to vest on January 29, 2027. |

  140. Outstanding Equity Awards at Fiscal Year-End Table

    | (9) Represents PSUs awarded on January 26, 2024 at 87.0% of target (based upon the average of our performance in 2024 at 92.3% and assuming the achievement of targeted performance for the years ending December 31 of 2025 and 2026) valued at $33.42 per share, which was our closing stock price as of December 31, 2024. These PSUs are eligible to vest on January 29, 2027. |

  141. Outstanding Equity Awards at Fiscal Year-End Table

    | (10) Represents time-based RSUs awarded on January 26, 2024 valued at $33.42 per share, which was our closing stock price as of December 31, 2024. One-third of these RSUs vested on January 29, 2025, and one-third are eligible to vest on each of January 29, 2026 and 2027. |

  142. Outstanding Equity Awards at Fiscal Year-End Table

    | (11) Represents Contract Renewal Awards granted on January 26, 2024 valued at $33.42 per share, which was our closing stock price as of December 31, 2024. One-third of these RSUs vested on January 1, 2025, and one-third are eligible to vest on each of January 1, 2026 and 2027. |

  143. Outstanding Equity Awards at Fiscal Year-End Table

    | 50 | | 2025 PROXY STATEMENT |

  144. 2024 Stock Vested Table

    2024 Stock Vested Table The following table sets forth information regarding the vesting of stock awards for each of our NEOs during the year ended December 31, 2024. No stock options were exercised by the NEOs during the year ended December 31, 2024.

  145. 2024 Stock Vested Table

    | NAME | NUMBER OF SHARES ACQUIRED ON VESTING | VALUE REALIZED ON VESTING(1) | | Thomas R. Reeg | 87,646 | $3,898,920 | | Bret Yunker | 29,972 | $1,337,965 | | Anthony L. Carano | 36,522 | $1,628,428 | | Edmund L. Quatmann, Jr. | 14,668 | $653,050 | | Stephanie Lepori | 11,305 | $505,895 |

  146. 2024 Stock Vested Table

    | (1) Value realized was computed by multiplying the number of RSUs and PSUs that vested during 2024 for the applicable NEOs by the closing stock price of the underlying shares of our common stock on the applicable vesting date. Shares that have vested remain subject to the applicable stock ownership guidelines. The number of shares acquired on vesting does not reflect any reductions for shares withheld to satisfy tax withholding obligations. |

  147. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  148. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table The following table describes and quantifies certain compensation that would become payable under existing agreements, plans and arrangements, with NEOs, as described above if the triggering event occurred on December 31, 2024, given compensation levels as of such date and, if applicable, based on our closing stock price on that date. The amounts shown in the table below reflect the severance provisions included in the NEOs’ employment agreements that were in effect as of December 31, 2024, as described above.

  149. Potential Payments Upon Termination or Change in Control Table

    | Name | | Voluntary | Involuntary termination with Cause | Involuntary termination without cause or for good reason | Death | Disability | Change in Control | Termination without cause or for good reason following a Change in Control | | Thomas R. Reeg | Cash Severance | $— | $— | $8,460,000 | $4,000,000 | $4,000,000 | $— | $21,940,000 | | | Other Benefits | — | — | 40,099 | — | 30,099 | — | 60,198 | | | RSUs and PSUs | — | — | 6,050,892 | 13,094,959 | 13,094,959 | 23,911,475 | 23,911,475 | | Bret Yunker | Cash Severance | $— | $— | $3,622,500 | $1,500,000 | $1,500,000 | $— | $6,900,000 | | | Other Benefits | — | — | 40,099 | — | 30,099 | — | 45,149 | | | RSUs and PSUs | — | — | 2,653,814 | 6,031,307 | 6,031,307 | 7,285,225 | 7,285,225 | | Anthony L. Carano | Cash Severance | $— | $— | $4,075,313 | $1,687,500 | $1,687,500 | $— | $7,762,500 | | | Other Benefits | — | — | 39,116 | — | 29,116 | — | 43,674 | | | RSUs and PSUs | — | — | 3,316,466 | 7,650,039 | 7,650,039 | 9,160,423 | 9,160,423 | | Edmund L. Quatmann, Jr. | Cash Severance | $— | $— | $2,092,000 | $800,000 | $800,000 | $— | $4,000,000 | | | Other Benefits | — | — | 31,291 | — | 21,291 | — | 31,937 | | | RSUs and PSUs | — | — | 1,542,901 | 3,682,282 | 3,682,282 | 4,336,446 | 4,336,446 | | Stephanie Lepori | Cash Severance | $— | $— | $1,895,875 | $725,000 | $725,000 | $— | $3,625,000 | | | Other Benefits | — | — | 25,313 | — | 15,313 | — | 22,970 | | | RSUs and PSUs | — | — | 1,061,152 | 2,327,437 | 2,327,437 | 2,919,772 | 2,919,772 |

  150. Potential Payments Upon Termination or Change in Control Table

    The amounts included in “Cash Severance” above includes the cash severance payments for each NEO under their respective employment agreement in effect as of December 31, 2024 (i.e., the sum of annual base salary and target incentive bonus, multiplied by the applicable severance multiple). Cash Severance on a termination without cause or for good reason also includes the full amount of the actual annual incentive bonus earned, including any authorized bonus amounts, in respect of the 2024 calendar year (or, on a termination without cause or for good reason following a change of control, the full target amount), which amount would also become payable assuming such termination happened on December 31, 2024, given there would be no pro-ration. The amounts included under “Other Benefits” includes the amounts payable in respect of COBRA continuation and outplacement services, as applicable. Under the executive employment agreements, upon the occurrence of an NEO’s death, they would receive a pro-rated target annual incentive bonus for such year, and upon the occurrence of an NEO’s disability, they would receive a pro-rated target annual incentive bonus for such year, plus continuation of COBRA benefits for 12 months. The amount shown under “Cash Severance” in the table above under these scenarios includes a full target incentive bonus amount for the year of termination, assuming such event occurred on December 31, 2024, given there would be no pro-ration. Under the terms of the PSUs and RSUs granted during 2022, 2023, and 2024 (other than Mr. Reeg’s performance-based grant made in 2022), upon a termination as a result of the executive’s death or disability, other than during the 18-month period following a change of control, all unvested RSUs would become vested, and upon death, disability or retirement, a pro-rated portion of the PSUs would remain eligible to be earned following the end of the performance period based on actual performance. Additionally, for awards granted during 2023 and 2024, upon a termination by the Company without “cause” or by the executive for “good reason”, other than during the 18-month period following a change in control, a pro-rated portion of the next

  151. Potential Payments Upon Termination or Change in Control Table

    | 52 | | 2025 PROXY STATEMENT |

  152. Potential Payments Upon Termination or Change in Control Table

    tranche of RSUs would become vested, and a pro-rated portion of the PSUs would remain eligible to be earned following the end of the performance period based on actual performance. For purposes of the chart above, we have assumed “target” level performance was achieved for purposes of calculating the future performance periods of unvested PSUs in these termination scenarios. The award agreement for Mr. Reeg’s performance-based grant made in 2022 provides that, upon termination by the Company without cause, by Mr. Reeg for good reason, or as a result of his death or disability, any awards that have not yet been earned based on the applicable stock price hurdles would be forfeited. For purposes of the chart above, $0 has been included in respect of this award due to the fact that, as of December 31, 2024, none of the stock price hurdles had been met. For purposes of calculating the value of RSUs and PSUs upon a change of control, or upon a termination by the company without “cause” or by the executive for “good reason” following a change of control, we have assumed that no replacement award was provided in connection with the change of control and that each NEO’s employment was terminated on December 31, 2024, and that all unvested RSUs and PSUs vested at “target” level. For RSUs and PSUs granted, unvested awards would not accelerate automatically if a “replacement award” was provided. For purposes of calculating the value of Mr. Reeg’s 2022 performance-based grant in connection with a change of control, we have assumed that all of the applicable stock price goals would be met and the award would vest upon the change of control.

  153. Potential Payments Upon Termination or Change in Control Table

    | | | 53 |

  154. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of Mr. Reeg, our CEO, and the annual total compensation of our median employee. For purposes of determining the median employee in respect of 2024, we determined the employee population of the Company and its consolidated subsidiaries based on our internal records as of December 31, 2024. Less than 5% of our employee population is located outside the US which has been excluded from our population for purposes of calculating the CEO pay ratio. We excluded 169 individuals in 4 non-U.S. countries. The excluded countries and their employee populations, as of December 31, 2024, were as follows: Australia (18), Canada (7), Poland (57), and the United Kingdom (87). As a result of these exclusions, the employee population used to identify the median employee was composed of 48,261 employees. This population included full-time, part-time and seasonal employees (including on-call team members) employed by us on that date. To identify our median employee from this population for 2024, we used cash compensation paid during 2024, consisting of base cash salary for salaried employees and cash compensation paid at the applicable hourly rate for non-salaried employees, plus bonus payments, other cash-based wages and matching contributions to the employees’ 401k plan account for all employees. We annualized the cash compensation for any employees who were hired during 2024. Certain of our non-salaried employees also may receive tip income, which we excluded for purposes of determining the median employee. We determined that the median employee’s annual total compensation for 2024 was $43,880 using the same methodologies as we used for the annual total compensation of our CEO, which was $18,371,934 as shown in the “Total” column of the Summary Compensation Table included in this Proxy Statement. Based on this information, for 2024 the ratio of the annual total compensation of Mr. Reeg to the annual total compensation of the median employee was 419 to 1. Because the SEC rules for identifying the median employee of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies may utilize different methodologies in calculating their pay ratios.

  155. CEO PAY RATIO

    | 54 | | 2025 PROXY STATEMENT |

  156. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our Principal Executive Officer (“PEO”), the average of our other NEOs, other than the CEO (“Non-PEO NEOs”), and certain financial performance metrics of the Company. The Compensation Committee does not utilize this information when determining executive compensation. For further information concerning the Company’s pay-for-performance philosophy and how the Company seeks to align executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.

  157. Pay Versus Performance

    | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (1) | COMPENSATION ACTUALLY PAID TO PEO (2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS (3) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS (4) | TOTAL SHAREHOLDER RETURN (5) | PEER GROUP TOTAL SHAREHOLDER RETURN (6) | NET INCOME (LOSS) (MILLIONS) (7) | ADJUSTED EBITDA (MILLIONS) (8) | | 2024 | $18,371,934 | $8,133,642 | $7,329,425 | $4,044,557 | $56.04 | $98.50 | $(211) | $3,739 | | 2023 | $18,610,359 | $15,389,438 | $5,776,307 | $5,458,300 | $78.60 | $97.99 | $828 | $3,938 | | 2022 | $31,349,920 | $(15,761,300) | $5,086,053 | $(4,320,027) | $69.75 | $76.58 | $(910) | $3,243 | | 2021 | $22,597,251 | $35,457,581 | $7,207,522 | $10,643,119 | $156.82 | $104.31 | $(1,016) | $2,990 | | 2020 | $13,692,480 | $23,627,242 | $4,944,156 | $7,883,678 | $124.53 | $108.20 | $(1,758) | $794 |

  158. Pay Versus Performance

    | (1) The dollar amounts shown in this column are the amounts of total compensation reported for Mr. Reeg (our PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. |

  159. Pay Versus Performance

    | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Reeg, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Reeg during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Reeg’s total compensation for 2024 to determine the compensation actually paid: |

  160. Pay Versus Performance

    | | PEO | | | | | YEAR | REPORTED SUMMARY COMPENSATION TABLE TOTAL | REPORTED VALUE OF EQUITY AWARDS (a) | EQUITY AWARD ADJUSTMENTS (b) | COMPENSATION ACTUALLY PAID | | 2024 | $18,371,934 | $(13,535,975) | $3,297,683 | $8,133,642 |

  161. Pay Versus Performance

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for 2024. |

  162. Pay Versus Performance

    | (b) The equity award adjustments include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2024 that are outstanding and unvested as of the end of the year; (ii) the amount of change, as of the end of 2024 as compared to the end of 2023, in fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2024; and (iii) for awards granted in prior years that vest in 2024, the amount equal to the change as of the vesting date (from the end of 2023) in fair value. The amounts deducted or added, as applicable, in calculating the equity award adjustments are as follows: |

  163. Pay Versus Performance

    | | PEO | | | | | YEAR | YEAR END FAIR VALUE OF EQUITY AWARDS GRANTED AND UNVESTED IN THE YEAR | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS | CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR | TOTAL EQUITY AWARD ADJUSTMENTS* | | 2024 | $8,345,775 | $(4,838,169) | $(209,923) | $3,297,683 |

  164. Pay Versus Performance

    | * Key assumptions used in the Monte Carlo simulation for determining the equity adjustments as of December 31, 2024 for the 2024 and 2023 relative TSR PSU grants included: (i) the remaining expected terms of 2 years and 1 year, respectively; (ii) a risk-free rate commensurate with the remaining expected term of 4.21% and 4.12%, respectively; (iii) a dividend yield of 0%; and (iv) an expected volatility of 43.85% and 42.18%, respectively. |

  165. Pay Versus Performance

    | | | 55 |

  166. Pay Versus Performance

    | (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (other than Mr. Reeg) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Reeg) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, 2023 and 2022, Bret Yunker, Anthony L. Carano, Edmund L. Quatmann, Jr. and Stephanie Lepori (ii) for 2021, Gary L. Carano, Bret Yunker, Anthony L. Carano and Edmund L. Quatmann, Jr. and (iii) for 2020, Gary L. Carano, Bret Yunker, Anthony L. Carano and Stephanie Lepori. For 2023, we adjusted the amount reported for the “Average Summary Compensation Table Total for Non-PEO NEOs” for costs related to Mr. Yunker’s personal security costs, as discussed in the Summary Compensation Table. |

  167. Pay Versus Performance

    | (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (identified in Footnote 3), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for these NEOs as a group for 2024 to determine the compensation actually paid: |

  168. Pay Versus Performance

    | | NON-PEO NEOS | | | | | YEAR | REPORTED SUMMARY COMPENSATION TABLE | REPORTED VALUE OF EQUITY AWARDS (c) | EQUITY AWARD ADJUSTMENTS (d) | COMPENSATION ACTUALLY PAID | | 2024 | $7,329,425 | $(5,509,220) | $2,224,352 | $4,044,557 |

  169. Pay Versus Performance

    | (c) Consistent with Note 2(a) above, the grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for 2024. |

  170. Pay Versus Performance

    | (d) Consistent with Note 2(b) above, the equity award adjustments include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2024 that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of 2024, as compared to the end of 2023, in fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2024; and (iii) for awards granted in prior years that vest in 2024, the amount equal to the change as of the vesting date (from the end of 2023) in fair value. The amounts deducted or added, as applicable, in calculating the equity award adjustments are as follows: |

  171. Pay Versus Performance

    | | NON-PEO NEOS | | | | | YEAR | AVG. YEAR END FAIR VALUE OF EQUITY AWARDS GRANTED AND UNVESTED IN THE YEAR | AVG. YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS | AVG. CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR | TOTAL EQUITY AWARD ADJUSTMENTS* | | 2024 | $3,572,574 | $(1,295,843) | $(52,379) | $2,224,352 |

  172. Pay Versus Performance

    | * Key assumptions used in the Monte Carlo simulation for determining the equity adjustments as of December 31, 2024 for the 2024 and 2023 relative TSR PSU grants included: (i) the remaining expected terms of 2 years and 1 year, respectively; (ii) a risk-free rate commensurate with the remaining expected term of 4.21% and 4.12%, respectively; (iii) a dividend yield of 0%; and (iv) an expected volatility of 43.85% and 42.18%, respectively. |

  173. Pay Versus Performance

    | (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  174. Pay Versus Performance

    | (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: The Dow Jones U.S. Gambling Total Stock Market Index. |

  175. Pay Versus Performance

    | (7) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |

  176. Pay Versus Performance

    | (8) While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link company performance to compensation actually paid to the company’s NEOs, for the most recently completed fiscal year. |

  177. Pay Versus Performance

    See Appendix A for a reconciliation of Net Income (Loss) to Adju ste d EBITDA, which is a non-GAAP measure. Financial Performance Measures The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

  178. Pay Versus Performance

    | a. | Adjusted EBITDA |

  179. Pay Versus Performance

    | b. | Relative TSR |

  180. Pay Versus Performance

    | c. | Absolute TSR |

  181. Pay Versus Performance

    | 56 | | 2025 PROXY STATEMENT |

  182. NEO Compensation Actually Paid and Company Total Shareholder Return

    NEO Compensation Actually Paid and Company Total Shareholder Return The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years.

  183. NEO Compensation Actually Paid and Company Total Shareholder Return

    | | | 57 |

  184. NEO Compensation Actually Paid and Net Income (Loss)

    NEO Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income (Loss) during the five most recently completed fiscal years.

  185. NEO Compensation Actually Paid and Net Income (Loss)

    | 58 | | 2025 PROXY STATEMENT |

  186. NEO Compensation Actually Paid and Adjusted EBITDA

    NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years. See Appendix A for a reconciliation of Net Income (Loss) to Adjusted EBITDA.

  187. NEO Compensation Actually Paid and Adjusted EBITDA

    | | | 59 |

  188. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee is responsible for reviewing director compensation and making relevant recommendations to the Board. Aon, the Compensation Committee’s independent consultant, annually prepares a competitive total compensation study against the same peers as used for our annual executive compensation study. The Compensation Committee approved the following director compensation program for 2024, based on a report and recommendation provided by Aon:

  189. DIRECTOR COMPENSATION

    | COMPONENT | ANNUAL AMOUNT ($) | | Annual Retainer | 100,000 | | Annual Vice Chair Retainer | 100,000 | | Lead Independent Director | 50,000 | | Audit Committee service | 20,000 | | Compensation Committee service | 15,000 | | Corporate Social Responsibility Committee service | 15,000 | | Nominating and Corporate Governance Committee service | 10,000 | | Audit Committee Chair | 40,000 | | Compensation Committee Chair | 30,000 | | Corporate Social Responsibility Committee Chair | 30,000 | | Nominating and Corporate Governance Committee Chair | 20,000 | | Annual equity grant | 250,000 |

  190. DIRECTOR COMPENSATION

    The annual equity grant for our non-employee directors occurs at the same time as equity grants to our executive officers and team members under our long-term incentive plan. Consistent with our equity grant practice, the number of RSUs granted is based on the prior 20-day average stock price which vest immediately on the grant date. If a non-employee Director is appointed to the Board during a fiscal year a prorated annual equity grant is made based on the date in which the Director is appointed, assuming they will serve for the remainder of the year. RSUs are settled with shares of our common stock unless the non-employee Director has elected to defer the payout until they cease to be a member of our Board. All of our directors are reimbursed for expenses incurred in connection with their service on the Board. In addition, as a casino-entertainment and hospitality services provider, we are able to provide perquisites relating to food and beverage, hotel, entertainment and related offerings, with little or no additional cost to us, at comped values not to exceed $20,000 per year. These offerings allow members of our Board and management the opportunity to better understand and experience our products and services. Mr. Gary L. Carano and Mr. Reeg are employee directors and do not receive any compensation for their capacity as directors. Ms. Harris Jones was elected to the Board in April 2024.

  191. DIRECTOR COMPENSATION

    | | | 61 |

  192. DIRECTOR COMPENSATION

    The following table sets forth the compensation provided by the Company to non-employee directors during 2024:

  193. DIRECTOR COMPENSATION

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | Bonnie S. Biumi | 122,500 | 243,316 | — | 365,816 | | Jan Jones Blackhurst | 132,500 | 243,316 | 17,791 | 393,607 | | Frank J. Fahrenkopf | 130,000 | 243,316 | — | 373,316 | | Kim Harris Jones(5) | 76,236 | 156,592 | — | 232,828 | | Don R. Kornstein | 251,250 | 243,316 | 7,469 | 502,035 | | Courtney R. Mather(6) | 146,250 | 243,316 | — | 389,566 | | Michael E. Pegram(7) | 125,000 | 243,316 | — | 368,316 | | David P. Tomick | 200,000 | 243,316 | — | 443,316 | | Rodney Williams(8) | 57,500 | 126,425 | — | 183,925 |

  194. DIRECTOR COMPENSATION

    | (1) Represents fees paid in cash in respect of service during the calendar year 2024. |

  195. DIRECTOR COMPENSATION

    | (2) Amounts shown represent the grant date fair value of RSUs granted in 2024 in accordance with Accounting Standards Codification 718. The RSUs granted to our non-employee directors are fully-vested on the date of grant and the fair value is equal to the number of RSUs received multiplied by the closing price of our common stock on the grant date. |

  196. DIRECTOR COMPENSATION

    | (3) As of December 31, 2024, none of the non-employee directors held unvested stock awards. As of December 31, 2024, Ms. Biumi and Messrs. Fahrenkopf, Mather, Pegram and Tomick held 4,612, 49,015, 15,978, 57,448 and 41,470 deferred stock units, respectively. |

  197. DIRECTOR COMPENSATION

    | (4) Ms. Jones Blackhurst and Mr. Kornstein receive medical, dental and vision insurance coverage under health insurance plans which were assumed by the Company in connection with the merger. |

  198. DIRECTOR COMPENSATION

    | (5) Ms. Harris Jones was elected to the Board on April 29, 2024; her fees and stock award were prorated through December 31, 2024. |

  199. DIRECTOR COMPENSATION

    | (6) Mr. Mather previously elected to defer his cash retainer fees into deferred phantom stock units under the Company’s Outside Director Deferred Compensation Plan. He also elected to defer his annual equity grant for 2024 under the Company’s Outside Director Deferred Compensation Plan. |

  200. DIRECTOR COMPENSATION

    | (7) Mr. Pegram previously elected to defer his annual equity grant for 2024 under the Company’s Outside Director Deferred Compensation Plan. |

  201. DIRECTOR COMPENSATION

    | (8) Mr. Williams served on the Board from July 1, 2024 until he resigned from the Board on October 21, 2024; his fees and stock award were prorated for his service period. |

  202. DIRECTOR COMPENSATION

    Pursuant to the Caesars Entertainment, Inc. Outside Director Deferred Compensation Plan, non-employee directors have an opportunity to defer their Board compensation and equity grants. Mr. Mather has elected to defer his cash retainer fees into deferred phantom stock units, which will be settled in shares of common stock on the applicable settlement date. Mr. Mather also elected to defer his annual equity grant for 2024. As described above in the section titled “Board Leadership and Risk Oversight”, as a publicly traded corporation registered with and licensed by multiple regulatory bodies and as required by the Mississippi Gaming Commission, Nevada Gaming Commission, and New Jersey Casino Control Commission, we maintain a Compliance Committee, which currently includes independent directors Messrs. Fahrenkopf and Pegram, and non-director members Mr. A.J. “Bud” Hicks (who serves as the Chairperson and an independent member of the Compliance Committee), Anthony L. Carano, Ms. Lepori and Mr. Hendricks (who serves as the Compliance Officer). Mr. Quatmann also serves as an ex-officio member of the Compliance Committee. Messrs. Fahrenkopf and Pegram each received an annual cash retainer fee of $10,000 for service on the Compliance Committee, which is included in the table above.