Caesars Stockholders Approve Fertitta Entertainment Merger

Caesars Entertainment stockholders voted to adopt the company’s merger agreement with Fertitta Gaming Holdco at a special meeting on September 22, 2026, with votes in favor representing approximately 65.4% of outstanding shares, according to certified results Caesars filed with the Securities and Exchange Commission on September 23, 2026.

The special meeting was held at the Eldorado Resort & Casino, 345 North Virginia Street, Reno, Nevada. Holders of 143,277,939 shares, representing 70.3% of the company’s outstanding shares, were present in person or by proxy, constituting a quorum. Caesars had 203,780,124 shares of common stock outstanding and entitled to vote as of the close of business on August 21, 2026, the record date for the meeting.

According to the final certified report of the independent inspector of elections, the merger proposal received 133,313,001 votes in favor, 4,276,986 against and 5,687,952 abstentions, with no broker non-votes. The merger agreement required approval by holders of at least a majority of all outstanding shares.

A second proposal, to approve on a non-binding advisory basis the compensation that may become payable to the company’s named executive officers in connection with the merger, passed with 127,682,915 votes in favor, 9,485,566 against and 6,109,458 abstentions. With the merger proposal already holding sufficient votes, a third proposal covering a possible adjournment of the meeting to solicit additional proxies was moot and never put to the meeting. The proposals were set out in the company’s definitive proxy statement dated August 25, 2026.

The Merger Agreement Stockholders Adopted

The approved proposal adopts the Agreement and Plan of Merger dated May 27, 2026, under which Empire Merger Sub, Inc., a wholly owned subsidiary of Fertitta Gaming Holdco, LLC, will merge with and into Caesars, with Caesars continuing as the surviving corporation and a wholly owned subsidiary of Fertitta Gaming Holdco. Each eligible share of Caesars common stock will convert into the right to receive $31.00 in cash. If the merger has not closed by June 26, 2027, holders will receive an additional $0.007150 per share for each day from the first calendar day of the following month through the day immediately before closing, without interest.

Caesars announced the transaction on May 28, 2026 as an all-cash acquisition by Fertitta Entertainment valued at approximately $17.6 billion, including the assumption of approximately $11.9 billion of Caesars debt. The company said the $31.00 per-share price represented a 49% premium to its unaffected share price of February 25, 2026, the last trading day before rumors of a potential transaction, and a 46% premium to the unaffected 30-day volume-weighted average price as of that date.

Caesars said chief executive officer Tom Reeg, chief financial officer Bret Yunker and president and chief operating officer Anthony Carano, together with other members of the corporate management team and property-level personnel, are expected to remain in their roles and continue to lead Caesars operations at the combined company. The company said the combined business spans 60 casino resorts and gaming facilities, online gaming including sports betting, iCasino and poker, retail sports betting at more than 200 third-party locations through the William Hill brand, and more than 600 Fertitta Entertainment outlets, including Landry’s full-service restaurants. Once the merger is complete, Caesars common stock will no longer be listed on Nasdaq, and the company intends to delist and deregister the shares promptly after the merger takes effect.

Financing, Rollover and Termination Terms

The transaction is not subject to a financing condition. Caesars said it will be financed through equity contributed by Fertitta Entertainment, assumed Caesars debt and new committed debt financing arranged by a group of 10 banks, with Landry’s Fertitta, LLC guaranteeing the parent company’s payment and performance obligations.

Recreational Enterprises Inc., a Nevada corporation owned by members of the Carano family that holds approximately 5% of Caesars’ outstanding shares, agreed to roll a portion of its equity interests into Fertitta Entertainment and entered into a voting and support agreement to vote its shares in favor of the merger. The merger agreement also gave Caesars a go-shop period running through July 11, 2026, during which the company and its advisors could solicit, consider and negotiate alternative acquisition proposals.

The agreement requires Caesars to pay a $200 million termination fee in specified circumstances, including where the agreement is terminated following an alternative proposal and Caesars subsequently enters into or completes an alternative transaction; the fee is $100 million for terminations tied to a superior proposal arising during the go-shop period. Fertitta Gaming Holdco must pay Caesars a $450 million reverse termination fee in specified circumstances, including where antitrust or gaming law prohibits the merger or where the end date arrives with only regulatory conditions unsatisfied. PJT Partners served as exclusive financial advisor to Caesars, with Latham & Watkins LLP as legal counsel and Skadden, Arps, Slate, Meagher & Flom LLP as antitrust counsel; Morgan Stanley and Goldman Sachs served as financial advisors to Fertitta Entertainment, with White & Case LLP as legal counsel, and Freshfields advised the Carano family.

FTC Second Request Extends Waiting Period

The stockholder vote does not complete the transaction. On September 14, 2026, Caesars and Fertitta Entertainment each received a request for additional information and documentary materials from the Federal Trade Commission in connection with the agency’s review of the merger. The second request extends the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act until 30 days after each company has substantially complied with the request issued to it, unless the companies extend the period voluntarily or the FTC terminates it sooner.

Caesars said the companies intend to continue working cooperatively with the FTC. Completion of the merger remains subject to the expiration or termination of that waiting period, the receipt of required gaming regulatory approvals and the satisfaction or waiver of the merger agreement’s other closing conditions.

Board Resignations and a Stockholder Demand Letter

Days before the vote, Jesse Lynn and Ted Papapostolou informed Caesars’ executive chairman on September 16, 2026 that they had decided to resign from the board effective immediately, and the Icahn Group waived its right to appoint replacement directors under the Director Appointment and Nomination Agreement dated March 17, 2025.

On September 15, 2026, Caesars received a demand letter from a purported stockholder seeking to inspect certain company books and records under Section 220 of the Delaware General Corporation Law. The letter alleged that the definitive proxy statement omitted material information about the engagement of the company’s outside counsel, Latham & Watkins LLP, including the firm’s concurrent representation of Fertitta Entertainment and its affiliates in matters unrelated to the merger. Caesars stated that it believes the claims are without merit and immaterial and that no further disclosure was required, but voluntarily supplemented the proxy statement to avoid the risk of the demand delaying or adversely affecting the merger. The supplement states that a separate team of Latham attorneys represents Tilman J. Fertitta and certain of his affiliates in matters unrelated to the merger and to the company, and that the fees paid or payable for those matters are significantly lower than the fees Caesars expects to pay Latham in connection with the merger.

Under the merger agreement, either party may terminate if the merger has not closed by May 27, 2027. That deadline extends automatically to August 27, 2027 and again to November 27, 2027 if, at each date, all conditions other than the antitrust waiting period and the required gaming approvals have been satisfied or are capable of being satisfied.