UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 20, 2015 (May 20, 2015)
Date of Report (Date of earliest event reported)

Caesars Entertainment Corporation
(Exact name of registrant as specified in its charter)



Delaware
 
001-10410
 
62-1411755
(State of Incorporation)
 
(Commission File Number)
 
(IRS Employer
 
 
 
 
Identification Number)
 
 
One Caesars Palace Drive
 
 
 
 
Las Vegas, Nevada 89109
 
 
 
 
(Address of principal executive offices)
(Zip Code)
 
 

(702) 407-6000
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on May 20, 2015 (the “Annual Meeting”).

At the Annual Meeting, the Company's stockholders:

(1) Elected four Class III Directors nominated by the Board to serve until the 2018 Annual Meeting of Stockholders and until their successors are elected and qualified, with voting results as follows:

Proposal 1: Election of Directors
 
Votes For
Votes Against
Withheld/Abstain
Broker Non-Votes
Gary W. Loveman
 
116,535,243
0
13,250,024
8,412,537
David Bonderman
 
113,907,301
0
15,877,966
8,412,537
Marc Rowan
 
114,008,006
0
15,277,261
8,412,537
Christopher Williams
 
124,047,389
0
5,737,878
8,412,537

(2) Approved an amendment to the Company’s 2012 Performance incentive Plan to increase by 8,000,000 shares the number of shares of the Company’s common stock, par value $0.01 per share, that may be issued under such plan.
 
 
 
 
 
Proposal 2:
 
Votes For
Votes Against
Withheld/Abstain
Broker Non-Votes
An amendment to the Company’s 2012 Performance incentive Plan to increase by 8,000,000 shares the number of shares of the Company’s common stock, par value $0.01 per share, that may be issued under such plan.
 
113,735,031
11,870,124
4,180,112
8,412,537

(3) Approved the ratification of the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31 2015, with voting results as follows:
 
 
 
 
 
Proposal 3:
 
Votes For
Votes Against
Withheld/Abstain
 
Ratification of the Appointment of Deloitte & Touche, LLC as the Company's Independent Registered Public Accounting Firm for the fiscal year ended December 31, 2015.
 
133,922,845
95,445
4,179,514
 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. the following exhibits are being furnished herewith:

Exhibit No.
Description
 
 
10.1
Amendment No. 2 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   



Date: May 20, 2015
CAESARS ENTERTAINMENT CORPORATION
 
 
 
By: /s/ Scott E. Wiegand
 
Scott E. Wiegand
 
Senior Vice President, Deputy General Counsel and
 
Corporate Secretary





EXHIBIT INDEX
Exhibit No.
 
 
 
10.1
Amendment No. 2 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan.






Exhibit 10.1

AMENDMENT NO. 2
TO THE
CAESARS ENTERTAINMENT CORPORATION
2012 PERFORMANCE INCENTIVE PLAN

This Amendment No. 2 (“ Amendment ”) to the Caesars Entertainment Corporation 2012 Performance Incentive Plan (the “ Plan ”), is adopted by Caesars Entertainment Corporation, a Delaware corporation (the “ Company ”). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings assigned to them in the Plan.
RECITALS

A. Section 4.2 of the Plan provides that the maximum number of shares of Common Stock that may be delivered pursuant to awards granted under the Plan is the sum of (1) 6,867,018 shares of Common Stock, plus (2) the number of shares of Common Stock subject to stock options granted under the Company’s Management Equity Incentive Plan (the “ MEIP ”) and outstanding on the Stockholder Approval Date (as such term is used in the Plan) which expired, or for any reason were cancelled or terminated, after the Stockholder Approval Date without being exercised, plus (3) the number of shares of Common Stock that, as of the Stockholder Approval Date, remained available for issuance pursuant to the MEIP, other than shares of Common Stock subject to options that were outstanding as of the Stockholder Approval Date.
B. Section 8.6 of the Plan provides that the Board of Directors of the Company (the “ Board ”) may amend or modify the Plan at any time, provided , however , that to the extent necessary to comply with any applicable law, the Company must obtain stockholder approval of any Plan amendment as required.
C. The Board believes it to be in the best interests of the Company and its stockholders to amend the Plan to increase the maximum number of shares of Common Stock that may be delivered pursuant to awards granted under the Plan, pursuant to Section 4.2 of the Plan, subject to approval by the stockholders of the Company.
AMENDMENT

1. Subject to approval by the stockholders of the Company, Section 4.2 of the Plan is hereby amended by striking “6,867,018” and replacing it with “14,867,018”.
2. Except as otherwise expressly set forth in this Amendment, all other Articles, Sections, terms and conditions of the Plan remain unchanged and in full force and effect.