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
July 23, 2012
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
(Registrants 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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On July 23, 2012, the Executive Committee of the board of directors (the Board) of Caesars Entertainment Corporation (the Company) approved by written consent an amendment (the Amendment) to the Caesars Entertainment Corporation 2012 Performance Incentive Plan (the 2012 Plan) to increase the maximum number of shares of the Companys common stock with respect to which stock options and stock appreciation rights may be granted during any calendar year to any individual under the 2012 Plan from 3,433,509 shares to 6,500,000 shares. The full text of the Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 23, 2012, the holders of a majority of the issued and outstanding voting securities of the Company as of July 16, 2012, the record date established by the Executive Committee of the Board, approved by written consent (the Written Consent) (1) a one-time stock option exchange program (the Option Exchange), to permit the Company to cancel certain stock options held by some of its employees, service providers and directors in exchange for new, or replacement, options and (2) the Amendment.
On July 24, 2012, in connection with the Written Consent, the Company filed an Information Statement on Schedule 14C (the Information Statement) with the Securities and Exchange Commission (the SEC). The Amendment will not be effective prior to the date that is 20 calendar days after the date that the Company mails the Information Statement to its stockholders who did not sign the Written Consent, which mailing is expected to commence on or about July 26, 2012. The Option Exchange will not close, and no replacement options will be granted, until the 20th business day after the Option Exchange commences, unless the Option Exchange is extended by the Company (and in any event, will not close prior to the date that is 20 calendar days after the Company mails the Information Statement to stockholders).
Notice to Investors
The Company has filed a Tender Offer Statement on Schedule TO with the SEC relating to the Option Exchange. Persons who are eligible to participate in the Option Exchange should read the Tender Offer Statement on Schedule TO and other related materials, because those materials contain important information about the Option Exchange.
The Companys stockholders and option holders will be able to obtain the written materials described above and other documents filed by the Company with the SEC free of charge from the SECs website at www.sec.gov. In addition, stockholders and option holders may obtain free copies of the documents filed by the Company with the SEC on the Companys website at the SEC Filings link on the Financial Information section of the Investor Relations page at www.caesars.com .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 |
Amendment No. 1 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CAESARS ENTERTAINMENT CORPORATION | ||||||
Date: July 25, 2012 |
By: | / S / M ICHAEL D. C OHEN | ||||
Michael D. Cohen | ||||||
Senior Vice President, Deputy General Counsel and Corporate Secretary |
Exhibit Index
Exhibit Number |
Description |
|
10.1 |
Amendment No. 1 to the Caesars Entertainment Corporation 2012 Performance Incentive Plan |
Exhibit 10.1
AMENDMENT NO. 1
TO THE
CAESARS ENTERTAINMENT CORPORATION
2012 PERFORMANCE INCENTIVE PLAN
This Amendment No. 1 ( 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 issued or transferred pursuant to options and stock appreciation rights during any calendar year to any individual is 3,433,509 shares of Common Stock.
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 issued or transferred pursuant to options and stock appreciation rights during any calendar year to any individual, 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 3,433,509 and replacing it with 6,500,000.
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.
**************************************
I hereby certify that this Amendment was duly adopted by the Executive Committee of the Board of Directors of Caesars Entertainment Corporation on July 23, 2012. I hereby certify that this Amendment was duly adopted by the stockholders of Caesars Entertainment Corporation by written consent on July 23, 2012.
Executed this 24th day of July, 2012.
CAESARS ENTERTAINMENT CORPORATION |
/ S / M ICHAEL D. C OHEN |
Michael D. Cohen Senior Vice President, Deputy General Counsel and Corporate Secretary |