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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Caesars Entertainment Inc | NASDAQ:CZR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.88 | -2.46% | 34.94 | 34.70 | 34.99 | 926 | 12:05:36 |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Q:
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WHEN WAS THIS PROXY STATEMENT FIRST MAILED OR MADE AVAILABLE TO STOCKHOLDERS?
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A:
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This proxy statement was first mailed or made available to stockholders of Caesars Entertainment Corporation (“Caesars,” “CEC,” “we” or the “Company”) on or about
April 12, 2017
. Our 2016 Annual Report to Stockholders is being mailed and made available with this proxy statement. The 2016 Annual Report is not part of the proxy solicitation materials.
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Q:
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WHAT IS THE PURPOSE OF THE ANNUAL MEETING, AND WHAT AM I VOTING ON?
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1.
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The election of four directors to serve as Class II directors until the 2020 annual meeting of the stockholders of the Company or until such director’s respective successor is duly elected and qualified. This year’s Board of Directors nominees are:
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2.
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A proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017.
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1.
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FOR
each of the Class II director nominees.
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2.
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FOR
the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.
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Q:
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WHO MAY ATTEND THE ANNUAL MEETING?
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A:
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Stockholders of record as of the close of business on March 6, 2017, which is the “Record Date,” or their duly appointed proxies may attend the annual meeting. “Street name” holders (those whose shares are held through a broker or other nominee)
must bring a copy of a brokerage statement reflecting their ownership of our common stock as of the Record Date
.
Space limitations may make it necessary to limit attendance to stockholders, and
valid picture identification is required
.
Cameras, recording devices and other electronic devices are not permitted at the annual meeting. Registration will begin at 8:30 a.m., local time, and the annual meeting will commence at 9:00 a.m., local time, in Florentine I Ballroom at Caesars Palace, One Caesars Palace Drive, Las Vegas, Nevada. If you need assistance with directions to the annual meeting, please contact Charise Crumbley – Investor Relations at (702) 407-6292.
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Q:
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WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?
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A:
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Only stockholders of record as of the close of business on the Record Date are entitled to receive notice of and to participate in the annual meeting. Each outstanding share of common stock is entitled to one vote on each matter presented. As of the Record Date, Caesars had 147,632,029 shares of common stock outstanding. Any stockholder entitled to vote may vote either in person or by duly authorized proxy. Cumulative voting is not permitted with respect to the election of directors at the annual meeting.
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Q:
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WHO IS SOLICITING MY VOTE?
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A:
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Our Board is sending you and making available this proxy statement in connection with the solicitation of proxies for use at the annual meeting. The Company pays the cost of soliciting proxies. Proxies may be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by certain of our directors, officers and employees, without additional compensation. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of shares of our common stock, in which case we will reimburse these parties for their reasonable out-of-pocket expenses.
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Q:
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WHAT CONSTITUTES A QUORUM?
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A:
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The presence, in person or by proxy, of the holders of record of shares of our capital stock entitling the holders thereof to cast a majority of the votes entitled to be cast by the holders of shares of capital stock entitled to vote at the annual meeting constitutes a quorum. There must be a quorum for business to be conducted at the annual meeting. Failure of a quorum to be represented at the annual meeting will necessitate an adjournment or postponement of the annual meeting and will subject the Company to additional expense. Votes withheld from any nominee for director, abstentions and broker non-votes are counted as present or represented for purposes of determining the presence or absence of a quorum.
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Q:
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WHAT IS A “BROKER NON-VOTE”?
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A:
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Under the NASDAQ rules, brokers and nominees may exercise their voting discretion without receiving instructions from the beneficial owner of the shares on proposals that are deemed to be routine matters. If a proposal is a non-routine matter, a broker or nominee may not vote the shares on the proposal without receiving instructions from the beneficial owner of the shares. If a broker turns in a proxy card expressly stating that the broker is not voting on a non-routine matter, such action is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum.
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Q:
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WHAT IS THE VOTE REQUIRED TO ELECT DIRECTORS?
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A:
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Directors are elected by a plurality of the votes cast by stockholders present in person or by proxy at the annual meeting and entitled to vote on the election of directors. “Plurality” means that the nominees receiving the greatest number of affirmative votes will be elected as directors, up to the number of directors to be chosen at the meeting. Broker non-votes will not affect the outcome of the election of directors, because brokers do not have discretion to cast votes on this proposal without instruction from the beneficial owner of the shares.
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Q:
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WHAT IS THE VOTE REQUIRED TO APPROVE THE RATIFICATION OF DELOITTE & TOUCHE LLP?
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A:
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The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017 must receive the affirmative vote of a majority of the votes cast by stockholders present in person or by proxy at the annual meeting and entitled to vote at the annual meeting. Because it is a routine matter and brokers are entitled to exercise their voting discretion without receiving instructions from the beneficial owner of the shares, broker non-votes will not affect the outcome of the approval of Deloitte & Touche LLP.
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Q:
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WHAT IF I ABSTAIN FROM VOTING?
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A:
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If you attend the meeting or send in your signed proxy card but abstain from voting, you will still be counted for purposes of determining whether a quorum exists. Abstentions will have no effect on the outcome of the vote on any proposal because abstentions do not represent votes cast.
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Q:
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WILL THERE BE OTHER MATTERS TO VOTE ON AT THIS ANNUAL MEETING?
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A:
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We are not aware of any other matters that you will be asked to vote on at the annual meeting. Other matters may be voted on if they are properly brought before the annual meeting in accordance with our by-laws. If other matters are properly brought before the annual meeting, then the named proxies will vote the proxies they hold in their discretion on such matters.
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Q:
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WILL MY SHARES BE VOTED IF I DO NOT SIGN AND RETURN MY PROXY CARD OR VOTE BY TELEPHONE OR OVER THE INTERNET?
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A:
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If you are a registered stockholder and you do not sign and return your proxy card or vote by telephone or over the Internet, your shares will not be voted at the annual meeting. Questions concerning stock certificates and registered stockholders may be directed to Computershare, P.O. Box 30170, College Station, Texas 77842-3170 or Computershare, 211 Quality Circle, Suite 210, College Station, Texas 77845 or by telephone at (800) 962-4284.
If your shares are held in street name and you do not issue instructions to your broker, your broker may vote shares at its discretion on routine matters but may not vote your shares on non-routine matters. Under applicable stock market rules, Proposal 2 relating to the ratification of the appointment of the independent registered public accounting firm is deemed to be a routine matter, and brokers and nominees may exercise their voting discretion without receiving instructions from the beneficial owners of the shares. Proposal 1 is a non-routine matter and, therefore, may only be voted in accordance with instructions received from the beneficial owners of the shares.
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Q:
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HOW DO I VOTE IF MY SHARES ARE REGISTERED DIRECTLY IN MY NAME?
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A:
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We offer four methods for you to vote your shares at the annual meeting.
While we offer four methods, we encourage you to vote through the Internet or by telephone, as they are the most cost-effective methods for the Company.
We also recommend that you vote as soon as possible, even if you are planning to attend the annual meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient, cost-effective alternatives to returning your proxy card by mail. There is no charge to vote your shares via the Internet, though you may incur costs associated with electronic access, such as usage charges from Internet access providers. If you choose to vote your shares through the Internet or by telephone, there is no need for you to mail your proxy card.
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By Internet: Go to www.proxypush.com/CZR. Have your proxy card available when you access the web site. You will need the control number from your proxy card to vote.
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By telephone: Call (866) 416-3128 toll-free (in the United States, U.S. territories and Canada) on a touch-tone telephone. Have your proxy card available when you call. You will need the control number from your proxy card to vote.
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By mail: Complete, sign and date the proxy card, and return it in the postage paid envelope provided with the proxy material.
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Q:
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HOW DO I VOTE MY SHARES IF THEY ARE HELD IN THE NAME OF MY BROKER (STREET NAME)?
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A:
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If your shares are held in street name, you will receive a form from your broker or nominee seeking instruction as to how your shares should be voted. You should contact your broker or other nominee with questions about how to provide or revoke your instructions.
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Q:
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WHO WILL COUNT THE VOTE?
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A:
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Mediant Communications, LLC has been engaged as our independent inspector of election to tabulate stockholder votes for the 2017 annual meeting.
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Q:
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CAN I CHANGE MY VOTE AFTER I RETURN OR SUBMIT MY PROXY?
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A:
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Yes. Even after you have submitted your proxy, you can revoke your proxy or change your vote at any time before the proxy is exercised: by appointing a new proxy; by providing written notice to the Corporate Secretary
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Q:
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MAY I VOTE AT THE ANNUAL MEETING?
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A:
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If you complete a proxy card or vote through the Internet or by telephone, then you may still vote in person at the annual meeting. To vote at the annual meeting, please give written notice that you would like to revoke your original proxy to the Corporate Secretary or acting secretary of the annual meeting.
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Q:
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WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?
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A:
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We intend to announce preliminary voting results at the annual meeting and publish final results in a Current Report on Form 8-K that will be filed with the Securities and Exchange Commission (the “SEC”) within four business days following the annual meeting. All reports we file with the SEC are available when filed. Please see the question “Where to Find Additional Information” below.
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Q:
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WHEN ARE STOCKHOLDER PROPOSALS AND STOCKHOLDER NOMINATIONS DUE FOR THE 2018 ANNUAL MEETING?
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A:
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Under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Corporate Secretary must receive a stockholder proposal no later than December 13, 2017 in order for the proposal to be considered for inclusion in our proxy materials for the 2018 annual meeting. To otherwise bring a proposal or nomination before the 2018 annual meeting, you must comply with our by-laws. Currently, our by-laws require written notice to the Corporate Secretary between January 4, 2018 and February 3, 2018. The purpose of this requirement is to assure adequate notice of, and information regarding, any such matter as to which stockholder action may be sought. If we receive your notice before January 4, 2018 or after February 3, 2018, then your proposal or nomination will be untimely. In addition, your proposal or nomination must comply with the procedural provisions of our by-laws. If you do not comply with these procedural provisions, your proposal or nomination can be excluded. Should the Board nevertheless choose to present your proposal, the named proxies will be able to vote on the proposal using their discretion.
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Q:
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HOW MANY COPIES SHOULD I RECEIVE IF I SHARE AN ADDRESS WITH ANOTHER STOCKHOLDER?
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A:
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The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers may be householding our proxy materials by delivering a single proxy statement and annual report to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, or if you are receiving multiple copies of the proxy statement and annual report and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you are a stockholder of record. You can notify us by sending a written request to our Corporate Secretary at Caesars Entertainment Corporation, One Caesars Palace Drive, Las Vegas, Nevada 89109, or by calling the Corporate Secretary at (702) 407-6000. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the annual report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.
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Q:
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HOW DOES THE PROPOSED MERGER OF THE COMPANY AND CAESARS ACQUISITION COMPANY AFFECT THIS PROXY STATEMENT?
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A:
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The Company and Caesars Acquisition Company (“CAC”) have entered into the Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2016, as amended by the First Amendment to Amended and
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Q:
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HOW DOES CEOC’S VOLUNTARY CHAPTER 11 REORGANIZATION AFFECT THIS PROXY STATEMENT?
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A:
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On January 15, 2015, CEOC and certain of its subsidiaries voluntarily filed for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Illinois in Chicago. The bankruptcy of CEOC has no impact on this proxy statement, except we no longer consolidate CEOC and its subsidiaries in our financial results, and, accordingly, any such amounts disclosed do not include amounts attributable to CEOC and its subsidiaries for the period subsequent to its deconsolidation.
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Q:
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HOW WILL THE COMPANY BE GOVERNED AFTER THE MERGER AND CEOC’S EMERGENCE FROM BANKRUPTCY?
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A:
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Each of the Merger and CEOC’s emergence from bankruptcy is conditioned on the occurrence of the other (accordingly, these transactions are referred to collectively herein as the “Emergence Transactions”). Following the Emergence Transactions, we expect that the Company will no longer be controlled by affiliates of Apollo Global Management, LLC (together with such affiliates, “Apollo”) and affiliates of TPG Capital, LP (together with such affiliates, “TPG” and, together with Apollo, the “Sponsors”). We will have a one-year transition period in which to comply with the NASDAQ corporate governance requirements that a majority of the Board, and that the Human Resources Committee and Nominating and Corporate Governance Committee consist of independent directors. CEOC’s plan of reorganization requires that, at the effective time of CEOC’s emergence from bankruptcy, the Board consist of 11 directors, eight of whom will be “independent” under the NASDAQ listing standards. Further, the plan of reorganization requires that our classified Board structure be phased-out over three years. Accordingly, assuming the Emergence Transactions are consummated, the composition of our Board will be substantially different from the composition presented in this proxy statement. For further details relating to our corporate governance and Board composition following the Emergence Transactions, please refer to the Form S-4 registration statement we filed with the SEC on March 13, 2017, as the same may be amended.
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Q:
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IS THERE OTHER BACKGROUND INFORMATION RELEVANT TO THIS PROXY STATEMENT?
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A:
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Additional information regarding the Company is available in our Annual Report on Form 10-K for the year ended December 31,
2016
, filed with the SEC on February 15, 2017 (the “
2016
Annual Report”).
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Name of Director
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Audit
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Human Resources
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Nominating
and
Corporate
Governance
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Finance
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Executive
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162(m) Plan
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Gary Loveman
(1)
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Jeffrey Benjamin
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X
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David Bonderman
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Kelvin Davis
(2)
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X
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X
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X
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X
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Mark Frissora
(1)
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X
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Fred Kleisner
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X
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X
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Eric Press
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Marc Rowan
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X
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X
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David Sambur
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X
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X
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Christopher Williams
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X
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X
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Bernard Zuroff
(3)
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X
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X
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(1)
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Indicates management director. Mr. Loveman’s employment agreement with the Company terminated effective December 31, 2016.
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(2)
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Mr. Schifter will replace Mr. Davis on these committees upon his election.
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(3)
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Mr. Zuroff was appointed to the Board on November 10, 2016.
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•
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preparation of the annual audit committee report to be included in our annual proxy statement;
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our financial reporting process and internal control system;
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the integrity of our financial statements;
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the independence, qualifications and performance of our independent auditor;
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the performance of our internal audit function; and
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our compliance with legal, ethical and regulatory matters.
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to establish criteria for Board and committee membership and to recommend to our Board proposed nominees for election to the Board and for membership on committees of our Board;
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to make recommendations regarding proposals submitted by our stockholders; and
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to make recommendations to our Board regarding board governance matters and practices.
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The Company’s executive compensation practices are intended to compensate executives primarily on performance, with a large portion of potential compensation at risk.
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The HRC has set senior executive compensation with two driving principles in mind: (1) delivering financial results to our stockholders and (2) ensuring that our customers receive a great experience when visiting our properties. To that end, the HRC has historically set our senior executive compensation so that at least 50% of our senior executives’ total compensation is at risk based on these objectives.
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The HRC has the authority to clawback bonuses paid to participants in the event of a termination for cause or material noncompliance resulting in financial restatement by a plan participant.
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The Company is subject to a number of restrictions due to gaming, compliance and other regulations that mitigate the risk that employees take action that put our business at risk and that the compensation programs incentivize them to do so.
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Board composition (i.e., size);
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Director qualifications;
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Classification of directors into three classes;
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Director independence;
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Director retirement policy and changes in a non-employee director's primary employment;
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Director term limits (and the lack thereof);
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Director responsibilities, including director access to officers and employees;
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Board meetings and attendance and participation at those meetings;
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Executive sessions;
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Board committees;
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Director orientation and continuing education;
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Chief Executive Officer evaluation and compensation;
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Director compensation;
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Management succession planning;
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Performance evaluation of the Board and its committees; and
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Public interactions.
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Name
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Age
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Position
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Janis Jones Blackhurst
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68
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Executive Vice President Communications and Government Relations
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Richard D. Broome
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58
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Executive Vice President of Public Affairs and Communications
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Timothy Donovan
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61
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Executive Vice President, General Counsel and Chief Regulatory and Compliance Officer
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Eric Hession
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42
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Executive Vice President and Chief Financial Officer
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Thomas Jenkin
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62
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Global President of Destination Markets
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Robert Morse
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61
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President of Hospitality
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Les Ottolenghi
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55
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Executive Vice President and Chief Information Officer
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Ruben Sigala
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41
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Executive Vice President and Chief Marketing Officer
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Christian Stuart
(1)
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38
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Executive Vice President, Gaming and Interactive Entertainment
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Mary Thomas
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50
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Executive Vice President, Human Resources
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Steven Tight
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61
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President, International Development
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(1)
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Mr. Stuart’s title is pending all required regulatory approvals.
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•
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The most significant compensation plan that is directly affected by the attainment of performance goals is our Annual Management Bonus Plan (the “Bonus Plan”). The financial measure for the Caesars Entertainment Corporation 2009 Senior Executive Incentive Plan (the “Senior Executive Incentive Plan”) is EBITDA. The financial measurement used to determine the bonus under the Bonus Plan is Adjusted EBITDA. The non-financial measurement used to determine plan payments for all participants is customer satisfaction, as measured by a third party from customer surveys of the loyalty program in which we participate (“Total Rewards”).
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The 2016 annual cash incentives paid to our named executive officers were based on our Adjusted EBITDA of $2,516 million and customer satisfaction improvement of 4.1%. Our EBITDA results reached 106% of plan. The HRC approved the corporate score of 125 points in December 2016.
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Chief Executive Officer Compensation: Reviewed and approved corporate goals and objectives relating to the compensation of the current and former Chief Executive Officer, evaluated the performance of the current and former Chief Executive Officer in light of these approved corporate goals and objectives and relative to peer group, and evaluated and awarded the equity compensation and annual bonus of the current and former Chief Executive Officer based on such evaluation.
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Other Senior Executive Officer Compensation: Set base compensation and annual bonus compensation (other than for those executives that receive bonuses under the Senior Executive Incentive Plan) and awarded equity compensation for all senior executives, which included an analysis relative to our competition peer group.
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Director Compensation: Reviewed base compensation and awarded equity compensation for non-management directors not affiliated with the Sponsors, which included a review of our practices against peers both in the gaming and hospitality industry and outside the gaming and hospitality industry.
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Executive Compensation Plans: Reviewed status of various executive compensation plans, programs and incentives our various deferred compensation plans, our various equity plans and amendments to plans.
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Equity Compensation Plans: Approved awards of equity to certain employees under the 2012 Plan.
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Talent Succession: Reviewed and evaluated the succession plans relating to the Chief Executive Officer and other executive officer positions.
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Towers Watson provided us with advice regarding our equity program and external benchmarking.
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Steven Hall provided us with advice regarding executive retention and our equity program.
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Mercer Investment Consulting was retained by the Savings and Retirement Plan (401(k)) and Executive Deferred Compensation Plan Investment Committees to advise these committees on investment management performance, monitoring, investment policy development and investment manager searches.
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Stoel Rives LLP was retained by the Savings and Retirement Plan (401(k)) Administrative Committee to advise this committee on plan design, compliance and operational consulting for our qualified defined contribution plan.
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Align our rewards strategy with our business objectives, including enhancing stockholder value and customer satisfaction;
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Support a culture of strong performance by rewarding employees for results;
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Attract, retain and motivate talented and experienced executives; and
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Foster a shared commitment among our senior executives by aligning our and their individual goals.
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Assess whether the components of executive compensation support our culture and business goals;
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Consider the impact of executive compensation programs on stockholders;
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Consider issues and approve policies regarding qualifying compensation for executives for tax deductibility purposes;
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Approve the appropriate balance of fixed and variable compensation; and
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Approve the appropriate role of performance-based and retention-based compensation.
|
•
|
Salaries are linked to competitive factors and internal equity, and can be increased as a result of successful job performance;
|
•
|
Our annual bonus programs are competitively based and provide incentive compensation based on our financial performance and customer service scores;
|
•
|
Long-term incentives are tied to enhancing stockholder value and our financial performance; and
|
•
|
Qualifying compensation paid to senior executives is designed to maximize tax deductibility, where possible.
|
Short-term
|
|
Long-term
|
Fixed and Variable Pay
|
|
Fixed and Variable Pay
|
Base salary
|
|
Long-term cash retention awards
|
Senior Executive Incentive Plan (employing the goals under the Bonus Plan)
|
|
RSUs
|
•
|
Merit: Increases in base salary as a reward for meeting or exceeding objectives during a review period. The size of the increase is directly tied to predefined and weighted objectives (qualitative and quantitative) set forth at the onset of the review period. The greater the achievement in comparison to the goals, generally, the greater the increase.
|
•
|
Market: Increases in base salary as a result of a competitive market analysis or in coordination with a long-term plan to pay a position at a more competitive level.
|
•
|
Promotional: Increases in base salary as a result of increased responsibilities associated with a change in position.
|
•
|
Additional Responsibilities: Increases in base salary as a result of additional duties, responsibilities or organizational change. A promotion may be, but is not necessarily, involved.
|
•
|
Retention: Increases in base salary as a result of a senior executive being recruited by or offered a position by another employer.
|
Executive
|
Cash-Based Awards
|
|
Number of Shares of
Restricted Stock Units
|
|
Grant Date Fair Value of Restricted Stock Units
(1)
|
||||
Mark Frissora
|
$990,000
|
|
409,091
|
|
|
$2,565,001
|
|||
Gary Loveman
|
—
|
|
|
—
|
|
|
—
|
|
|
Eric Hession
|
$288,745
|
|
119,319
|
|
|
$748,130
|
|||
Thomas Jenkin
|
$494,997
|
|
204,546
|
|
|
$1,282,503
|
|||
Robert Morse
|
$350,621
|
|
144,887
|
|
|
$908,441
|
|||
Timothy Donovan
|
$288,745
|
|
119,319
|
|
|
$748,130
|
(1)
|
The figures in this column reflect the grant date fair value of stock awards granted during the year in accordance with Accounting Standards Codification, or ASC, Topic 718.
|
(i)
|
a one-time stock option repricing pursuant to which any named executive officer who currently holds stock options that were granted under any of our equity plans with an exercise price greater than $9.45 (i.e., the closing price of a share of our common stock on March 15, 2017, the date that was two business days after the filing of the Company’s Form S-4 registration statement with the SEC), had the exercise prices of such stock options automatically reduced to $9.45; and
|
(ii)
|
with the exception of Mr. Loveman (whose employment with the Company terminated on December 31, 2016), an amendment to each named executive officer’s employment agreement to provide for the following:
|
a.
|
“double trigger” accelerated vesting of any stock options and other long-term incentive awards granted pursuant to any of the Company’s long-term incentive programs in the event that the executive’s employment is terminated by us or any of our subsidiaries without “Cause,” by the executive for “Good Reason,” or by reason of the executive’s death or disability (as such terms are defined in the applicable named executive officer’s employment agreement as further defined below under “—Potential Payments Upon Termination or Change in Control”), in each case at any time prior to the second anniversary of CEOC’s emergence from bankruptcy;
|
b.
|
that any performance-based long-term incentive awards that vest in accordance with the aforementioned qualifying termination will vest based on actual performance through the end of the original performance period; and
|
c.
|
any outstanding stock options held by any such named executive officer at the time of such a qualifying termination will remain exercisable until at least the second anniversary of such qualifying termination but in no event beyond the original term of the option (collectively, the “Amendments”).
|
Kelvin Davis
|
Marc Rowan
|
Jeffrey Benjamin
|
(a)
Name and Principal
Position
|
|
(b)
Year
|
|
(c)
Salary
($)
|
|
(d)
Bonus
(1)
($)
|
|
(e)
Stock
Awards
(2)
($)
|
|
(f)
Option
Awards (2)
($)
|
|
(g)
Non-Equity
Incentive Plan
Compensation
(3)
($)
|
|
(h)
Change in
Pension Value
and
Nonqualified-
Deferred
Compensation
Earnings (4)
($)
|
|
(i)
All Other
Compensation
(5)
($)
|
|
(j)
Total
($)
|
||||||||||||||||
Mark Frissora,
|
|
2016
|
|
$
|
1,976,923
|
|
|
$
|
—
|
|
|
$
|
2,565,001
|
|
|
$
|
—
|
|
|
$
|
4,756,771
|
|
|
$
|
—
|
|
|
$
|
212,237
|
|
|
$
|
9,510,932
|
|
President and Chief Executive Officer
(6)
|
|
2015
|
|
1,599,231
|
|
|
—
|
|
|
2,302,000
|
|
|
5,012,000
|
|
|
3,645,025
|
|
|
—
|
|
|
254,574
|
|
|
12,812,830
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gary Loveman,
|
|
2016
|
|
1,900,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,250,000
|
|
|
—
|
|
|
822,699
|
|
|
5,972,699
|
|
||||||||
Chairman of the Board
|
|
2015
|
|
1,900,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,062,500
|
|
|
—
|
|
|
1,655,742
|
|
|
7,618,242
|
|
||||||||
|
2014
|
|
1,900,000
|
|
|
—
|
|
|
20,799,680
|
|
|
6,025,403
|
|
|
2,437,500
|
|
|
—
|
|
|
1,488,158
|
|
|
32,650,741
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Eric Hession,
|
|
2016
|
|
703,990
|
|
|
—
|
|
|
1,233,440
|
|
|
—
|
|
|
791,889
|
|
|
—
|
|
|
21,658
|
|
|
2,750,977
|
|
||||||||
Executive Vice President, Chief Financial Officer
(7)
|
|
2015
|
|
696,706
|
|
|
—
|
|
|
1,859,956
|
|
|
89,250
|
|
|
787,500
|
|
|
—
|
|
|
16,663
|
|
|
3,450,075
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Thomas Jenkin,
|
|
2016
|
|
1,206,841
|
|
|
—
|
|
|
1,859,630
|
|
|
—
|
|
|
1,357,596
|
|
|
—
|
|
|
45,250
|
|
|
4,469,317
|
|
||||||||
Global President of Destination Markets
|
|
2015
|
|
1,200,000
|
|
|
—
|
|
|
1,327,061
|
|
|
170,136
|
|
|
1,350,000
|
|
|
—
|
|
|
43,768
|
|
|
4,090,965
|
|
||||||||
2014
|
|
1,200,000
|
|
|
—
|
|
|
1,712,480
|
|
|
903,742
|
|
|
525,000
|
|
|
—
|
|
|
32,598
|
|
|
4,373,820
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Robert Morse,
|
|
2016
|
|
854,845
|
|
|
—
|
|
|
1,393,751
|
|
|
—
|
|
|
881,459
|
|
|
—
|
|
|
35,682
|
|
|
3,165,737
|
|
||||||||
President of Hospitality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Timothy Donovan,
|
|
2016
|
|
703,990
|
|
|
100,000
|
|
|
1,351,484
|
|
|
—
|
|
|
659,891
|
|
|
—
|
|
|
33,304
|
|
|
2,848,669
|
|
||||||||
Executive Vice President, General Counsel and Chief Regulatory and Compliance Officer
|
|
2015
|
|
700,000
|
|
|
100,000
|
|
|
2,046,892
|
|
|
82,705
|
|
|
787,500
|
|
|
—
|
|
|
30,948
|
|
|
3,748,045
|
|
||||||||
|
2014
|
|
700,000
|
|
|
100,000
|
|
|
1,094,780
|
|
|
527,190
|
|
|
500,000
|
|
|
—
|
|
|
26,039
|
|
|
2,948,009
|
|
(1)
|
Reflects discretionary cash bonuses to Mr. Donovan.
|
(2)
|
Amounts in these columns reflect the grant date fair value of stock awards and option awards granted during the applicable year and were determined as required by Accounting Standards Codification ("ASC") Topic 718. Assumptions used in the calculations of these amounts are set forth in Note 14 to the consolidated financial statements included in our
2016
Financial Statements.
|
(3)
|
Messrs. Frissora, Loveman, Hession, Jenkin, Morse and Donovan received 2016 bonuses pursuant to the Senior Executive Incentive Plan in the amounts of
$4,756,771
, $
3,250,000
, $
791,889
, $
1,357,596
, $
881,459
and $
659,891
, respectively.
|
(4)
|
This table excludes earnings of $320,364 earned by Mr. Jenkin from his participation in deferred compensation plans with liabilities attributable to CEOC.
|
(5)
|
All Other Compensation includes perquisites, which may include executive security, personal aircraft usage, Company lodging, health, life and disability insurance, financial planning, and tax reimbursements based on taxable earnings for Company lodging and on premiums paid for life and disability insurance.
|
|
|
2016
|
||||||||||||||||||
Name
|
|
401(k) Employer Match
($)
|
|
Cost of Life and Disability Insurance ($)
|
|
Executive
Security ($) |
|
Allocated
amount for aircraft usage ($) |
|
Tax Reimbursements ($)
|
||||||||||
Mark Frissora
|
|
$
|
600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
168,676
|
|
|
$
|
—
|
|
Gary Loveman
|
|
600
|
|
|
78,114
|
|
|
273,618
|
|
|
423,097
|
|
|
11,184
|
|
|||||
Eric Hession
|
|
600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Thomas Jenkin
|
|
600
|
|
|
2,211
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Robert Morse
|
|
600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Timothy Donovan
|
|
600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(6)
|
The amount reported under “Stock Awards” for Mr. Frissora does not include the aggregate grant date fair value of the 272,976 CAC RSUs awarded to Mr. Frissora in June 2016 pursuant to the terms of the CAC 2014 Performance Incentive Plan (“CAC 2014 PIP”), since such award was made in respect of Mr. Frissora’s services to CAC (and not in respect of services to us or any of our subsidiaries).
|
(7)
|
Mr. Hession was appointed Executive Vice President and Chief Financial Officer of the Company on January 1, 2015.
|
|
|
|
|
Estimated Future Payouts
Under
Non-Equity Incentive Plan
Awards
(1)
|
|
Stock
Awards:
Number of
Shares of Stocks or Units
(#)
|
|
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
|
Exercise or
Base Price of
Option
Awards
($/Sh)
|
|
Grant
Date Fair
Value of Stock and
Option
Awards
($)
(2)
|
|||||||||||
Name
|
|
Grant
Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
||||||||||||||
Mark Frissora
|
|
n/a
|
|
553,538
|
|
|
3,459,616
|
|
|
6,919,231
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3/23/2016
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
409,091
|
|
|
—
|
|
|
—
|
|
|
2,565,001
|
|
Gary Loveman
|
|
n/a
|
|
456,000
|
|
|
3,250,000
|
|
|
6,501,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Eric Hession
|
|
n/a
|
|
84,479
|
|
|
527,993
|
|
|
1,055,986
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3/23/2016
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
119,319
|
|
|
—
|
|
|
—
|
|
|
748,130
|
|
|
|
7/5/2016
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
72,979
|
|
|
—
|
|
|
—
|
|
|
485,310
|
|
Thomas Jenkin
|
|
n/a
|
|
144,821
|
|
|
905,131
|
|
|
1,810,261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3/23/2016
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
204,546
|
|
|
—
|
|
|
—
|
|
|
1,282,506
|
|
|
|
7/5/2016
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
86,786
|
|
|
—
|
|
|
—
|
|
|
577,127
|
|
Robert Morse
|
|
n/a
|
|
102,581
|
|
|
641,134
|
|
|
1,282,268
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3/23/2016
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
144,887
|
|
|
—
|
|
|
—
|
|
|
908,441
|
|
|
|
7/5/2016
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
72,979
|
|
|
—
|
|
|
—
|
|
|
485,310
|
|
Timothy Donovan
|
|
n/a
|
|
84,479
|
|
|
527,993
|
|
|
1,055,986
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3/23/2016
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
119,319
|
|
|
—
|
|
|
—
|
|
|
748,130
|
|
|
|
7/5/2016
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
90,730
|
|
|
—
|
|
|
—
|
|
|
603,354
|
|
(1)
|
Represents potential threshold, target and maximum incentive compensation for 2016. The threshold, target, and maximum payouts are calculated by applying the percentage payouts set by the 162(m) Plan Committee to each named executive officer's base salary. Actual target and maximum payouts are determined by Adjusted EBITDA performance and customer satisfaction results under our Bonus Plan, as the means by which the 162(m) Plan Committee exercises its negative discretion under the Senior Executive Incentive Plan, described more fully under the "
—
Compensation Discussion and Analysis
—
Elements of Compensation
—
Cash Incentive Payments
—
Senior Executive Incentive Plan and Annual Management Bonus Plan.”
|
(2)
|
The figures in this column reflect the grant date fair value of stock awards and option awards granted during the year in accordance with ASC Topic 718. Assumptions used in the calculations of these amounts are set forth in
Note 14
to the consolidated financial statements included in our
2016
Annual Report.
|
(3)
|
Reflects RSUs granted under the 2012 Plan as described under “
—
Compensation Discussion and Analysis
—
Elements of Compensation
—
Equity Awards
—
Annual Awards.”
|
(4)
|
Reflects RSUs granted under the 2012 Plan as described under “
—
Compensation Discussion and Analysis
—
Elements of Compensation
—
Equity Awards
—
Retention Awards.”
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable (#)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#)
|
|
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
Options
Exercise
Price
($)
|
|
Options
Expiration
Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested
($)
|
||||||
Mark Frissora
(11)
|
|
200,000
|
|
|
300,000
|
|
(1)
|
500,000
|
|
(2)
|
11.51
|
|
|
2/5/2025
|
|
150,000
|
|
(1)
|
1,275,000
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
NA
|
|
409,091
|
|
(8)
|
3,477,243
|
|
|
Gary Loveman
|
|
231,918
|
|
|
—
|
|
|
—
|
|
|
14.35
|
|
|
4/16/2022
|
|
—
|
|
|
—
|
|
|
|
3,438,626
|
|
|
—
|
|
|
—
|
|
|
8.22
|
|
|
8/21/2022
|
|
—
|
|
|
—
|
|
|
|
110,834
|
|
|
—
|
|
|
—
|
|
|
13.70
|
|
|
6/28/2023
|
|
—
|
|
(3)
|
—
|
|
|
|
185,778
|
|
|
—
|
|
|
—
|
|
|
21.18
|
|
|
5/7/2024
|
|
—
|
|
(4)
|
—
|
|
|
|
337,500
|
|
(12)
|
—
|
|
|
—
|
|
|
9.84
|
|
|
12/23/2024
|
|
—
|
|
|
—
|
|
Eric Hession
|
|
12,782
|
|
|
2,325
|
|
(5)
|
3,486
|
|
(6)
|
8.23
|
|
|
7/25/2022
|
|
—
|
|
|
—
|
|
|
|
22,116
|
|
|
—
|
|
|
1,705
|
|
(6)
|
8.22
|
|
|
8/21/2022
|
|
—
|
|
|
—
|
|
|
|
2,343
|
|
|
782
|
|
(3)
|
—
|
|
|
13.7
|
|
|
6/28/2023
|
|
3,750
|
|
(3)
|
31,875
|
|
|
|
10,000
|
|
|
10,000
|
|
(4)
|
—
|
|
|
21.18
|
|
|
5/7/2024
|
|
6,112
|
|
(4)
|
51,952
|
|
|
|
6,562
|
|
|
19,688
|
|
(7)
|
—
|
|
|
9.36
|
|
|
5/29/2025
|
|
68,907
|
|
(7)
|
585,710
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
119,319
|
|
(8)
|
1,014,212
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
72,979
|
|
(9)
|
620,322
|
|
Thomas Jenkin
|
|
363,541
|
|
|
—
|
|
|
35,947
|
|
(6)
|
8.22
|
|
|
8/21/2022
|
|
—
|
|
|
|
|
|
|
28,125
|
|
|
9,375
|
|
(3)
|
—
|
|
|
13.70
|
|
|
6/28/2023
|
|
14,063
|
|
(3)
|
119,536
|
|
|
|
44,000
|
|
|
44,000
|
|
(4)
|
—
|
|
|
21.18
|
|
|
5/7/2024
|
|
18,000
|
|
(4)
|
153,000
|
|
|
|
12,510
|
|
|
37,530
|
|
(7)
|
—
|
|
|
9.36
|
|
|
5/29/2025
|
|
106,335
|
|
(7)
|
903,848
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
204,546
|
|
(8)
|
1,738,641
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
86,786
|
|
(9)
|
737,681
|
|
Robert Morse
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
17,706
|
|
(10)
|
150,501
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
144,887
|
|
(8)
|
1,231,540
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
72,979
|
|
(9)
|
620,322
|
|
|
|
8,865
|
|
|
26,595
|
|
|
—
|
|
|
9.36
|
|
|
5/29/2025
|
|
75,353
|
|
(7)
|
640,501
|
|
Timothy Donovan
|
|
67,473
|
|
|
—
|
|
|
9,737
|
|
(6)
|
8.22
|
|
|
8/21/2022
|
|
—
|
|
|
|
|
|
|
15,234
|
|
|
5,079
|
|
(3)
|
—
|
|
|
13.70
|
|
|
6/28/2023
|
|
7,618
|
|
(3)
|
64,753
|
|
|
|
25,667
|
|
|
25,667
|
|
(4)
|
—
|
|
|
21.18
|
|
|
5/7/2024
|
|
10,500
|
|
(4)
|
89,250
|
|
|
|
6,081
|
|
|
18,244
|
|
(7)
|
—
|
|
|
9.36
|
|
|
5/29/2025
|
|
63,854
|
|
(7)
|
542,759
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
119,319
|
|
(8)
|
1,014,212
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
90,730
|
|
(9)
|
771,205
|
|
(1)
|
One-fourth of the options and RSUs vest on February 5 of each of 2016, 2017, 2018 and 2019.
|
(2)
|
200,000 of the options vest based on the achievement of a $15.00 stock price target, and 300,000 vest based on the achievement of certain the Company’s EBITDA goals. In February 2017, 100,000 of the 300,000 stock options vested as a result of our HRC’s certification of the achievement of a portion of the Company’s EBITDA goal.
|
(3)
|
One-half of options and RSUs vest on January 2 of each of 2016 and 2017.
|
(4)
|
One-third of options and RSUs vest on May 7 of each of 2016, 2017 and 2018.
|
(5)
|
One-half of options vest on July 25 of each of 2016 and 2017.
|
(6)
|
Performance options vest if the simple average of the last reported sale prices per share of the option shares for the 30- calendar day period ending on the day immediately preceding the date of determination is equal to or greater than $35.
|
(7)
|
One-fourth of the options and RSUs vest on February 29, 2016, March 1, 2017, March 1, 2018 and March 1, 2019, respectively.
|
(8)
|
One-third of these RSUs vest on March 23 of each of 2017, 2018 and 2019.
|
(9)
|
100% of these RSUs vest on January 5, 2018.
|
(10)
|
One-half of these RSUs vest on May 7 of each of 2017 and 2018.
|
(11)
|
In addition to the foregoing, Mr. Frissora was also awarded 272,976 CAC RSUs, which were granted pursuant to the terms of the CAC 2014 PIP. One-third of these CAC RSUs are scheduled to vest on June 29 of each of 2017, 2018 and 2019.
|
(12)
|
These securities represent options to purchase CAC Common Stock that vested on December 31, 2016, and were exercised in January 2017.
|
Name
|
|
Option Awards
Number of Shares
Exercised
(#)
|
|
Stock Awards
Number of Shares
Vesting
(#)
|
|
Value Realized on
Exercise or Vesting
($)
|
|
|||
Mark Frissora
|
|
—
|
|
|
50,000
|
|
|
319,500
|
|
(1)
|
Gary Loveman
|
|
—
|
|
|
108,459
|
|
|
860,591
|
|
(1)
|
|
|
—
|
|
|
187,500
|
|
|
5,000,000
|
|
(2)
|
|
|
337,500
|
|
|
—
|
|
|
3,751,875
|
|
(3)
|
Eric Hession
|
|
—
|
|
|
105,532
|
|
|
770,789
|
|
(1)
|
|
|
—
|
|
|
14,052
|
|
|
166,667
|
|
(2)
|
Thomas Jenkin
|
|
—
|
|
|
58,507
|
|
|
492,302
|
|
(1)
|
|
|
—
|
|
|
19,428
|
|
|
233,333
|
|
(2)
|
Robert Morse
|
|
—
|
|
|
109,728
|
|
|
799,874
|
|
(1)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(2)
|
Timothy Donovan
|
|
—
|
|
|
128,848
|
|
|
929,147
|
|
(1)
|
|
|
—
|
|
|
13,770
|
|
|
166,667
|
|
(2)
|
(1)
|
Value realized is calculated as the number of shares vested times the closing price of our common stock on the date vested.
|
(2)
|
Value realized is calculated as the number of shares vested times the closing price of CAC Common Stock on the date vested.
|
(3)
|
Value realized is the intrinsic value of options (which amount is equal to the aggregate of the excess of the closing price of our common stock on the date of the exercise over the exercise price of such stock options).
|
Name
|
|
|
Executive
Contributions
in 2016
(1)
($)
|
|
Company's
Contributions in
2016
(1)
($)
|
|
Aggregate
Earnings in 2016
(1)
($)
|
|
Aggregate
Withdrawals/
Distributions
($)
|
|
Aggregate Balance
at December 31, 2016
($)
|
|||||
Mark Frissora
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Gary Loveman
|
|
—
|
|
|
—
|
|
|
7,248
|
|
|
—
|
|
|
78,372
|
|
|
Eric Hession
|
|
—
|
|
|
—
|
|
|
14,310
|
|
|
—
|
|
|
139,093
|
|
|
Thomas Jenkin
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Tim Donovan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Robert Morse
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Since none of the earnings are “above-market or preferential earnings,” no deferred compensation contribution or earnings amounts were reported in the 2016 Summary Compensation Table.
|
(2)
|
Mr. Jenkin also has a balance of $9,833,414 in respect of his participation in deferred compensation plans with liabilities attributable to CEOC. Please see
Note 15
to the consolidated financial statements included in our
2016
Annual Report for further details regarding such deferred compensation plans. All other earnings were at market rates from deferred compensation investments directed by the executives. This table excludes earnings of $320,364 earned by Mr. Jenkin from his participation in deferred compensation plans with liabilities attributable to CEOC.
|
Name of Fund
|
|
2016
Rate of Return
|
|
500 Index Trust B
|
|
11.64
|
%
|
Aggressive Growth Lifecycle
|
|
6.36
|
%
|
American International Trust
|
|
3.12
|
%
|
BlackRock Small Cap Index
|
|
20.66
|
%
|
Capital Appreciation Trust
|
|
(1.00
|
)%
|
Conservative Lifecycle
|
|
5.04
|
%
|
Diversified Bond
|
|
5.04
|
%
|
Equity-Income Trust
|
|
19.18
|
%
|
Growth Lifecycle
|
|
6.17
|
%
|
Inflation Managed
|
|
5.12
|
%
|
International Equity Index Trust B
|
|
4.43
|
%
|
International Growth
|
|
(1.19
|
)%
|
Mid Cap Stock Trust
|
|
0.58
|
%
|
Mid Value Trust
|
|
24.09
|
%
|
Moderate Lifecycle
|
|
5.55
|
%
|
Money Market Trust B
|
|
—
|
%
|
PSF Real Estate
|
|
6.59
|
%
|
Small Cap Growth Trust
|
|
2.27
|
%
|
Small Cap Value Trust
|
|
22.68
|
%
|
•
|
The Company must pay Mr. Frissora any accrued and unpaid base salary and unreimbursed business expenses;
|
•
|
Mr. Frissora will be entitled to be reimbursed for any unreimbursed business expenses;
|
•
|
Mr. Frissora will be entitled to receive any amounts or benefits due under any benefit or equity plan, program or arrangement, or payroll practice in accordance with the terms of such plan, program arrangement or payroll practice;
|
•
|
Mr. Frissora will be paid his pro-rated bonus for the year of termination and any annual bonus for the year prior to the year that includes the year of his termination of employment (to the extent previously approved by the Board or HRC and not theretofore paid);
|
•
|
Mr. Frissora will be paid a severance amount equal to two times his base salary and one times his target bonus;
|
•
|
Mr. Frissora would be entitled to payment of the costs related to certain health and welfare benefits for a period of 24 months; and
|
•
|
Mr. Frissora would be entitled to one year of additional vesting in respect of (i) his award of his CAC RSUs, (ii) his award of RSUs granted on March 23, 2016 and (iii) any other equity awards granted by the Company or CAC to Mr. Frissora after July 5, 2016 (such incremental vesting is also available if Mr. Frissora dies or becomes disabled).
|
(i)
|
the willful failure of Mr. Frissora to substantially perform his duties with us or to follow a lawful reasonable directive from our Board (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Mr. Frissora by our Board that specifically identifies the manner in which our Board believes that Mr. Frissora has willfully not substantially performed his duties or has willfully failed to follow a lawful reasonable directive and Mr. Frissora is given a reasonable opportunity (not to exceed 30 days) to cure any such failure, if curable.
|
(ii)
|
(a) any willful act of fraud, or embezzlement or theft by Mr. Frissora, in each case in connection with his duties under the employment agreement or in the course of his employment or (b) Mr. Frissora's admission in any court, or conviction of, or plea of
nolo contendere
to, a felony that could reasonably be expected to result in damage to our business or reputation.
|
(iii)
|
Mr. Frissora being found unsuitable for or having a gaming license denied or revoked by the gaming regulatory authorities in Arizona, California, Illinois, Indiana, Iowa, Louisiana, Maryland, Mississippi, Missouri, Ohio, Ontario (Canada), Pennsylvania, Nevada, New Jersey, North Carolina or South Africa.
|
(iv)
|
Mr. Frissora's willful and material violation of, or noncompliance with, any securities laws or stock exchange listing rules, including, without limitation, the Sarbanes-Oxley Act of 2002, provided that such violation or noncompliance resulted in material economic harm to us, or a final judicial order or determination prohibiting Mr. Frissora from service as an officer pursuant to the Exchange Act or the rules of the NASDAQ.
|
(a)
|
the assignment to Mr. Frissora of any duties materially inconsistent with his status as our Chief Executive Officer and President or a material adverse alteration in the nature or status of his responsibilities, duties or authority, including a material adverse alteration in his title or reporting structure to or by him;
|
(b)
|
the requirement that Mr. Frissora report to anyone other than our Board (or, in his capacity as Chief Executive Officer and President of CES, to the Steering Committee of CES);
|
(c)
|
the failure of Mr. Frissora to be elected or reelected as a member of our Board;
|
(d)
|
a reduction by us in Mr. Frissora's base salary as it may be increased from time to time;
|
(e)
|
the relocation of our principal executive offices from Las Vegas, Nevada, to a location more than fifty (50) miles from such offices, or our requirement that Mr. Frissora to be based anywhere other than the location of our principal offices in Las Vegas (except for required travel on our business);
|
(f)
|
our failure to pay to Mr. Frissora any material portion of his current compensation, except pursuant to a compensation deferral elected by Mr. Frissora, or to pay to Mr. Frissora any material portion of an installment of deferred compensation under any of our deferred compensation programs within 30 days of the date such compensation is due;
|
(g)
|
any reduction by us of Mr. Frissora’s target bonus or maximum bonus; or
|
(h)
|
our failure to obtain a satisfactory agreement from any successor to assume and agree to perform the employment agreement.
|
(i)
|
the willful failure of executive to substantially perform executive's duties with us or to follow a lawful, reasonable directive from our Board or the Chief Executive Officer or such other executive officer to whom executive reports (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the executive by our Board (or the Chief Executive Officer, as applicable) that specifically identifies the manner in which our Board (or the Chief Executive Officer, as applicable) believes the executive has willfully not substantially performed the executive's duties or has willfully failed to follow a lawful, reasonable directive, or written Company policy, as determined by the Board after a thorough investigation by the Company’s human resources, legal or internal audit departments or such third party as the Board deems appropriate to investigate the matter;
|
(ii)
|
(a) any willful act of fraud, or embezzlement or theft, by the executive, in each case, in connection with executive's duties under the employment agreement or in the course of the executive's employment under the employment agreement or (b) the executive's admission in any court, or conviction of, or plea of
nolo contendere
to, a felony;
|
(iii)
|
the executive being found unsuitable for or having a gaming license denied or revoked by the gaming regulatory authorities in any jurisdiction in which we conduct gaming operations;
|
(iv)
|
(a) the executive's willful and material violation of, or noncompliance with, any securities laws or stock exchange listing rules, including, without limitation, the Sarbanes-Oxley Act of 2002, provided that such violation or noncompliance resulted in material economic harm to us, or (b) a final judicial order or determination prohibiting the executive from service as an officer pursuant to the Securities and Exchange Act of 1934 or the rules of the NASDAQ; or
|
(v)
|
the executive’s willful breach of their employment agreement.
|
(i)
|
an admission in any court, or conviction of, or plea of
nolo contendere
to, a felony or other involving moral turpitude;
|
(ii)
|
conduct that constitutes fraud or embezzlement or any acts of dishonesty in relation to executive’s duties;
|
(iii)
|
gross negligence, bad faith or willful misconduct that causes either reputation or economic harm to us and our subsidiaries or affiliates;
|
(iv)
|
failure or refusal to perform the executive’s duties as determined by us in our sole discretion;
|
(v)
|
the executive’s knowing misrepresentation of any material fact that we reasonably request;
|
(vi)
|
the executive being found unsuitable for or having a gaming license denied or revoked by the gaming regulatory authorities in any jurisdiction in which we conduct gaming operations;
|
(vii)
|
the executive’s violation, as determined by us, of any securities or employment laws or regulations; or
|
(viii)
|
the executive’s breach of his obligations under the employment agreement or violation of Company policies.
|
(i)
|
a reduction by us in the executive's base salary, other than a reduction in base salary that applies to a similarly situated class of our employees or our affiliates (in the case of Mr. Morse, material reduction)
|
(ii)
|
solely with respect to Messrs. Jenkin or Donovan, any material diminution in the duties or responsibilities of such executive as of the date of the employment agreement, provided that a change in control of the Company that results in our becoming part of a larger organization will not, in and of itself and unaccompanied by any material diminution in the duties or responsibilities of the executive, constitute Good Reason;
|
(iii)
|
solely with respect to Mr. Morse, a material diminution in his duties or responsibilities for a period of 45 days or more;
|
(iv)
|
(a) our failure to pay or provide to the executive any material portion of his or her then-current base salary or then-current benefits under their employment agreement (except pursuant to a compensation deferral elected by the executive) or (b) the failure to pay executive any material portion of deferred compensation under any of our deferred compensation programs within 30 days of the date such compensation is due and permitted to be paid under Section 409A of the Code, in each case other than any such failure that results from a modification to any compensation arrangement or benefit plan that is generally applicable to similarly situated officers;
|
(v)
|
solely with respect to Mr. Jenkin, our requirement that such executive be based anywhere other than Atlantic City, New Orleans or Las Vegas, and, solely with respect to Mr. Donovan, our requirement that such executive be based anywhere other than Las Vegas (except, in each case, for required travel on Company business to an extent substantially consistent with the executive's present business travel obligations);
|
(vi)
|
our failure to obtain satisfactory agreement from any successor to assume and agree to perform the executive’s employment agreement; or
|
(vii)
|
solely with respect to Mr. Morse, a material breach of any of our material obligations owed to Mr. Morse under his employment agreement.
|
Gary Loveman
(1)
|
|
Voluntary
Termination
($)
|
|
Retirement
($)
|
|
Involuntary Not
for Cause
Termination
(6)
($)
|
|
For Cause
Termination
($)
|
|
Involuntary
or Good
Reason
Termination
(Change in
Control)
(7)
($)
|
|
Disability
($) |
|
Death
($)
|
||||||||||||||
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Severance Payment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-Term Incentive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Excise tax gross-up payment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Post-retirement Health Care
(2)
|
|
237,361
|
|
|
237,361
|
|
|
237,361
|
|
|
237,361
|
|
|
237,361
|
|
|
237,361
|
|
|
—
|
|
|||||||
Medical Benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Life and Accident Insurance and Benefits
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Disability Insurance and Benefits
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Accrued Benefits Under Savings and Retirement Plan
(5)
|
|
—
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|||||||
Totals
|
|
$
|
237,361
|
|
|
$
|
237,961
|
|
|
$
|
237,961
|
|
|
$
|
237,961
|
|
|
$
|
237,961
|
|
|
237,961
|
|
|
$
|
600
|
|
Mark Frissora
|
|
Voluntary
Termination
($)
|
|
Retirement
($)
|
|
Involuntary Not
for Cause
Termination
(6)
($)
|
|
For Cause
Termination
($)
|
|
Involuntary
or Good
Reason
Termination
(Change in
Control)
(7)
($)
|
|
Disability
($) |
|
Death
($)
|
||||||||||||||
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Severance Payment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,500,000
|
|
|
$
|
—
|
|
|
$
|
13,750,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-Term Incentive
|
|
—
|
|
|
—
|
|
|
4,756,771
|
|
|
—
|
|
|
4,756,771
|
|
|
4,756,771
|
|
|
4,756,771
|
|
|||||||
Accelerated Vesting of Stock and/or Cash Award
(6)
|
|
—
|
|
|
—
|
|
|
1,159,094
|
|
|
—
|
|
|
5,742,274
|
|
|
1,159,094
|
|
|
1,159,094
|
|
|||||||
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Post-retirement Health Care
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Medical Benefits
|
|
—
|
|
|
—
|
|
|
30,949
|
|
|
—
|
|
|
38,686
|
|
|
30,949
|
|
|
—
|
|
|||||||
Life and Accident Insurance and Benefits
(3)
|
|
—
|
|
|
—
|
|
|
51,712
|
|
|
—
|
|
|
64,640
|
|
|
51,712
|
|
|
3,500,000
|
|
|||||||
Disability Insurance and Benefits
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$25,000 per mo.
|
|
|
—
|
|
|||||||
Accrued Benefits Under Savings and Retirement Plan
(5)
|
|
—
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|||||||
Totals
|
|
$
|
—
|
|
|
$
|
600
|
|
|
$
|
13,499,126
|
|
|
$
|
600
|
|
|
$
|
24,352,971
|
|
|
$5,999,126 less $25,000 per mo.
|
|
|
$
|
9,416,465
|
|
Eric Hession
|
|
Voluntary
Termination
($)
|
|
Retirement
($)
|
|
Involuntary Not
for Cause
Termination
(6)
($)
|
|
For Cause
Termination
($)
|
|
Involuntary
or Good
Reason
Termination
(Change in
Control)
(7)
($)
|
|
Disability
($) |
|
Death
($)
|
||||||||||||||
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Severance Payment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,076,250
|
|
|
$
|
—
|
|
|
$
|
1,076,250
|
|
|
$
|
1,076,250
|
|
|
$
|
—
|
|
Short-Term Incentive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Accelerated Vesting of Stock and/or Cash Award
(6)
|
|
|
|
|
|
|
|
928,655
|
|
|
|
|
|
928,655
|
|
|
928,655
|
|
|
928,655
|
|
|||||||
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Post-retirement Health Care
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Medical Benefits
|
|
—
|
|
|
—
|
|
|
23,985
|
|
|
—
|
|
|
23,985
|
|
|
—
|
|
|
—
|
|
|||||||
Life and Accident Insurance and Benefits
(3)
|
|
—
|
|
|
—
|
|
|
36,123
|
|
|
—
|
|
|
36,123
|
|
|
36,123
|
|
|
2,100,000
|
|
|||||||
Disability Insurance and Benefits
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000 per mo.
|
|
|
—
|
|
|||||||
Accrued Benefits Under Savings and Retirement Plan
(5)
|
|
—
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|||||||
Totals
|
|
$
|
—
|
|
|
$
|
600
|
|
|
$
|
2,065,613
|
|
|
$
|
600
|
|
|
$
|
2,065,613
|
|
|
$2,041,628 less 25,000 per mo.
|
|
|
$
|
3,029,255
|
|
Thomas Jenkin
|
|
Voluntary
Termination ($) |
|
Retirement
($) |
|
Involuntary Not
for Cause Termination (6) ($) |
|
For Cause
Termination ($) |
|
Involuntary
or Good
Reason
Termination
(Change in
Control)
(7)
($)
|
|
Disability
($) |
|
Death
($) |
||||||||||||||
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Severance Payment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,845,000
|
|
|
$
|
—
|
|
|
$
|
1,845,000
|
|
|
$
|
1,845,000
|
|
|
$
|
—
|
|
Short-Term Incentive
|
|
—
|
|
|
—
|
|
|
1,357,596
|
|
|
—
|
|
|
1,357,596
|
|
|
—
|
|
|
—
|
|
|||||||
Accelerated Vesting of Stock and/or Cash Award
(6)
|
|
—
|
|
|
—
|
|
|
1,104,348
|
|
|
—
|
|
|
1,104,348
|
|
|
1,104,348
|
|
|
1,104,348
|
|
|||||||
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Post-retirement Health Care
(2)
|
|
163,380
|
|
|
163,380
|
|
|
163,380
|
|
|
—
|
|
|
163,380
|
|
|
163,380
|
|
|
—
|
|
|||||||
Life and Accident Insurance and Benefits
(3)
|
|
—
|
|
|
—
|
|
|
35,938
|
|
|
—
|
|
|
35,938
|
|
|
35,938
|
|
|
3,500,000
|
|
|||||||
Disability Insurance and Benefits
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$30,000 per mo.
|
|
|
—
|
|
|||||||
Accrued Benefits Under Savings and Retirement Plan
(5)
|
|
—
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|||||||
Totals
|
|
$
|
163,380
|
|
|
$
|
163,980
|
|
|
$
|
4,506,862
|
|
|
$
|
600
|
|
|
$
|
4,506,862
|
|
|
$3,149,266 less $30,000 per mo.
|
|
|
$
|
4,604,948
|
|
Robert Morse
|
|
Voluntary
Termination (Qualifying)
($)
|
|
Retirement
($)
|
|
Involuntary Not
for Cause
Termination
(6)
($)
|
|
For Cause
Termination
($)
|
|
Involuntary
or Good
Reason
Termination
(Change in
Control)
(7)
($)
|
|
Disability
($) |
|
Death
($)
|
||||||||||||||
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Severance Payment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,306,875
|
|
|
$
|
—
|
|
|
$
|
1,306,875
|
|
|
$
|
1,306,875
|
|
|
$
|
—
|
|
Short-Term Incentive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Accelerated Vesting of Stock and/or Cash Award
(6)
|
|
—
|
|
|
—
|
|
|
928,655
|
|
|
—
|
|
|
928,655
|
|
|
928,655
|
|
|
928,655
|
|
|||||||
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Post-retirement Health Care
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Medical Benefits
|
|
—
|
|
|
—
|
|
|
18,506
|
|
|
—
|
|
|
18,506
|
|
|
—
|
|
|
—
|
|
|||||||
Life and Accident Insurance and Benefits
(3)
|
|
—
|
|
|
—
|
|
|
32,427
|
|
|
—
|
|
|
32,427
|
|
|
32,427
|
|
|
2,550,000
|
|
|||||||
Disability Insurance and Benefits
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$25,000 per mo.
|
|
|
—
|
|
|||||||
Accrued Benefits Under Savings and Retirement Plan
(5)
|
|
—
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|||||||
Totals
|
|
$
|
—
|
|
|
$
|
600
|
|
|
$
|
2,287,063
|
|
|
$
|
600
|
|
|
$
|
2,287,063
|
|
|
$2,268,557 less $25,000 per mo.
|
|
|
$
|
3,479,255
|
|
Timothy Donovan
|
|
Voluntary
Termination
($)
|
|
Retirement
($)
|
|
Involuntary Not
for Cause
Termination
(6)
($)
|
|
For Cause
Termination
($)
|
|
Involuntary
or Good
Reason
Termination
(Change in
Control)
(7)
($)
|
|
Disability
($)
|
|
Death
($)
|
||||||||||||||
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Severance Payment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,076,250
|
|
|
$
|
—
|
|
|
$
|
1,076,250
|
|
|
$
|
1,076,250
|
|
|
$
|
—
|
|
Short-Term Incentive
|
|
—
|
|
|
—
|
|
|
659,891
|
|
|
—
|
|
|
659,891
|
|
|
—
|
|
|
—
|
|
|||||||
Accelerated Vesting of Stock and/or Cash Award
(6)
|
|
—
|
|
|
—
|
|
|
1,154,538
|
|
|
—
|
|
|
1,154,538
|
|
|
1,154,538
|
|
|
1,154,538
|
|
|||||||
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Post-retirement Health Care
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Medical Benefits
|
|
—
|
|
|
—
|
|
|
20,287
|
|
|
—
|
|
|
20,287
|
|
|
20,287
|
|
|
—
|
|
|||||||
Life and Accident Insurance and Benefits
(3)
|
|
—
|
|
|
—
|
|
|
30,815
|
|
|
—
|
|
|
30,815
|
|
|
30,815
|
|
|
2,100,000
|
|
|||||||
Disability Insurance and Benefits
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$25,000 per mo.
|
|
|
—
|
|
|||||||
Accrued Benefits Under Savings and Retirement Plan
(5)
|
|
—
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|||||||
Totals
|
|
$
|
—
|
|
|
$
|
600
|
|
|
$
|
2,942,381
|
|
|
$
|
600
|
|
|
$
|
2,942,381
|
|
|
$2,282,490 less $25,000 per mo.
|
|
|
$
|
3,255,138
|
|
(1)
|
Mr. Loveman’s employment agreement terminated by its terms on December 31, 2016. See “— Discussion of the Summary Compensation Table” above for Mr. Loveman’s employment arrangements.
|
(2)
|
Reflects the estimated present value of all future premiums under our health plans.
|
(3)
|
Reflects the estimated present value of the cost of coverage for life and accident insurance policies and the estimated amount of proceeds payable to the executive’s beneficiaries in the event of the executive’s death.
|
(4)
|
Reflects the estimated amount of proceeds payable to the executive in the event of the executive’s disability. Severance payments will be offset by these long-term disability benefits to which the executive is entitled.
|
(5)
|
Reflects the employer match portion for the Company’s 401(k) Plan.
|
(6)
|
For Messrs. Jenkin, Donovan, Hession and Morse, the amount under “Accelerated Vesting of Stock and/or Cash Award” reflects the fair value as of December 31, 2016 of the retention stock and cash awards granted in July 2016. For Mr. Frissora, the amount represents one year of additional vesting in respect of his award of RSUs granted in March 2016.
|
(7)
|
For Messrs. Jenkin, Donovan, Hession and Morse, the amount under “Accelerated Vesting of Stock and/or Cash Award” reflects the fair value as of December 31, 2016, of the retention stock and cash awards granted in July 2016. For Mr. Frissora, the amount represents the fair value as of December 31, 2016 of all of his outstanding equity awards and his retention cash award granted in March 2016.
|
Name
|
|
Fees Earned or Paid in Cash
($)
|
|
Stock Award or Unit
(1)
|
|
Total
($)
|
|||
Jeffrey Benjamin
|
|
—
|
|
|
—
|
|
|
—
|
|
David Bonderman
|
|
—
|
|
|
—
|
|
|
—
|
|
Kelvin Davis
|
|
—
|
|
|
—
|
|
|
—
|
|
Fred Kleisner
(2)
|
|
646,035
|
|
|
150,000
|
|
|
796,035
|
|
Eric Press
|
|
—
|
|
|
—
|
|
|
—
|
|
Marc Rowan
|
|
—
|
|
|
—
|
|
|
—
|
|
David Sambur
|
|
—
|
|
|
—
|
|
|
—
|
|
Lynn Swann
(3)
|
|
163,533
|
|
|
150,000
|
|
|
313,533
|
|
Christopher Williams
(4)
|
|
496,035
|
|
|
150,000
|
|
|
646,035
|
|
Bernard Zuroff
(5)
|
|
76,667
|
|
|
—
|
|
|
76,667
|
|
(1)
|
Amounts in this column represent the grant date fair value computed in accordance with ASC Topic 718.
|
(2)
|
Mr. Kleisner had a total of 9,537 options and 30,841 RSUs outstanding on December 31, 2016.
|
(3)
|
Mr. Swann resigned from our Board on June 30, 2016.
|
(4)
|
Mr. Williams had a total of 14,453 options and 29,591 RSUs outstanding on December 31, 2016.
|
(5)
|
Mr. Zuroff was elected to the Board on November 10, 2016.
|
(In thousands)
|
|
2016
|
|
2015
|
||||
Audit Fees
(a)
|
|
$
|
12,316.9
|
|
|
$
|
14,684.1
|
|
Audit-Related Fees
(b)
|
|
1,082.5
|
|
|
439.5
|
|
||
Tax Fees
(c)
|
|
383.9
|
|
|
587.7
|
|
||
All Other Fees
|
|
—
|
|
|
362.3
|
|
||
Total
|
|
$
|
13,783.3
|
|
|
$
|
16,073.6
|
|
(a)
|
Audit Fees
—Fees and out-of-pocket expenses for audit services in
2016
and
2015
consisted of:
|
•
|
Audit of the Company’s annual financial statements, including the audits of the various subsidiaries’ financial statements, including those of gaming operations as required by the regulations of the respective jurisdictions;
|
•
|
Sarbanes-Oxley Act, Section 404 attestation services;
|
•
|
Reviews of the Company’s quarterly financial statements; and
|
•
|
Consents and other services related to SEC matters.
|
(b)
|
Audit-Related Fees
—Fees and out-of-pocket expenses for audit-related services in
2016
and
2015
consisted of:
|
•
|
Quarterly revenue and compliance audits performed at certain of our properties as required by state gaming regulations;
|
•
|
Agreed-upon procedures engagements; and
|
•
|
Consultations related to accounting and reporting standards.
|
(c)
|
Tax Fees
—Fees for tax services paid in
2016
and
2015
consisted of tax compliance and tax planning and advice:
|
•
|
Fees for tax compliance services totaled $242,673 and $216,540 in
2016
and
2015
, respectively. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute, and obtain government approval for amounts to be included in tax filings and consisted of:
|
i.
|
Foreign income tax return assistance;
|
ii.
|
Requests for technical advice from taxing authorities; and
|
iii.
|
Assistance with tax audits and appeals.
|
•
|
Fees for tax-planning and advice services totaled $141,239 and $371,114 in
2016
and
2015
, respectively. Tax-planning and advice are services rendered with respect to proposed transactions or that alter a transaction to obtain a particular tax result. Such services consisted of:
|
i.
|
Tax advice related to applicability of repairs and maintenance deductions;
|
ii.
|
Tax advice related to research and development activities and expenditures related to IRC Section 41;
|
iii.
|
Tax advice related to cost segregation services;
|
iv.
|
Tax advice related to transfer pricing; and
|
v.
|
Tax advice related to an intragroup restructuring.
|
|
|
|
|
2016
|
|
2015
|
Ratio of Tax Planning and Advice Fees to Audit Fees, Audit-Related Fees, and Tax Compliance Fees
|
|
0.010:1
|
|
0.024:1
|
1.
|
the service is not an audit, review, or other attest service;
|
2.
|
the estimated fees for such services to be provided under this provision do not exceed a defined amount of total fees paid to the independent auditor in a given fiscal year;
|
3.
|
such services were not recognized at the time of the engagement to be non-audit services; and
|
4.
|
such services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee or its designee.
|
•
|
compensation to an executive officer or director that is reported in the Company's public filings and has been approved or recommended to the Board for approval by the HRC or the 162(m) Plan Committee;
|
•
|
transactions where the interest arises only from (a) the person's position as a director on the related party's board; (b) direct or indirect ownership of less than 5% of the related party; or (c) the person's position as a partner with the related party and all other related parties, in the aggregate, has an interest of less than 5% interest and is not the general partner of and does not have another position in the partnership;
|
•
|
transactions involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar services;
|
•
|
any transaction where the related party's interest arises solely from the ownership of any class of the Company's securities and all holders of that class of the Company's securities receive the same benefit on a pro rata basis; and
|
•
|
any transaction involving a related party where the rates or charges involved are determined by competitive bids.
|
•
|
restricts the ability of management security holders to transfer shares of the Company’s common stock, with certain exceptions, prior to a qualified public offering;
|
•
|
allows the Sponsors to require management security holders to participate in sale transactions in which the Sponsors sell more than 40% of their shares of common stock;
|
•
|
allows management security holders to participate in sale transactions in which the Sponsors sell shares of common stock, subject to certain exceptions;
|
•
|
allows management security holders to participate in registered offerings in which the Sponsors sell their shares of common stock, subject to certain limitations;
|
•
|
allows management security holders below the level of senior vice president to require the Company to repurchase shares of common stock in the event that a management security holder below the level of senior vice president experiences an economic hardship prior to an initial public offering, subject to annual limits on the Company’s repurchase obligations;
|
•
|
allows management security holders to require the Company to repurchase shares of common stock upon termination of employment without Cause or for Good Reason; and
|
•
|
allows the Company to repurchase, subject to applicable laws, all or any portion of the Company's common stock held by management security holders upon the termination of their employment with the Company or its subsidiaries, in certain circumstances.
|
•
|
distribution of the CAC subscription rights via dividend to the stockholders of record of CEC;
|
•
|
contribution by CAC to CGP of the proceeds in exchange for voting units of CGP;
|
•
|
contribution by certain subsidiaries of CEC of the shares of CIE’s outstanding common stock and approximately $1.1 billion in aggregate principal amount of the CEOC Notes in exchange for non-voting units of CGP (reflecting the closing date allocation true-up for the CEOC Notes), subject to certain closing conditions and adjustments for an amount based on a component of CIE’s earnings in 2015;
|
•
|
issuance of non-voting units of CGP to a subsidiary of CEC if, within nine months after the closing of the Initial CGP Transactions, CGP sells or agrees to sell all of its interest in CIE (or any material component part) to any third party other
|
•
|
purchase of the assets in the Purchase Transaction by CGP for fair value, subject to certain closing conditions and adjustments;
|
•
|
option, at the election of the Sponsors, to proceed with a closing in multiple stages (deferred closings will not be applicable);
|
•
|
agreement to enter into the CGP Management Services Agreement (as described below); and
|
•
|
return of the aggregate fair market value, if any, of the subscription rights distributed by CEC to be restored to CEC in the form of the CEOC Notes.
|
•
|
contemplates that CEOC and its subsidiaries will provide certain corporate services and back-office support, which will include, but not be limited to: (1) maintaining books and records in accordance with GAAP; (2) preparing financial statements in accordance with GAAP; (3) preparing operating and capital budgets (including budgets in support of the services fees required to be paid) which will be approved by CAC; (4) establishing bank accounts, if necessary, and providing treasury and cash management functions; (5) arranging for letters of credit, as needed; (6) paying certain outstanding accounts payable, payroll and other expenses on a fully reimbursable basis; (7) preparing and filing all regulatory filings, including SEC filings and those required by any gaming control board or regulatory authority governing gaming; (8) providing access to certain trademarks for use in entity names; (9) providing access to certain proprietary business plans, projections and marketing, advertising and promotion plans, strategies, and systems; (10) providing access to lobbying services; and (11) providing certain centralized services including information technology services, information systems, website management, vendor relationship management, real estate, strategic sourcing, design and construction, regulatory compliance functions, finance and accounting, consolidated finance operations, risk management, internal audit, tax, record-keeping and subsidiary management, treasury functions, regulatory compliance, human resources, compensation, benefits, marketing and public relations, legal, payroll, accounts payable, security and surveillance, government relations, communications and data access;
|
•
|
contemplates that CEOC and its subsidiaries will provide certain advisory and business management services, which will include, but not be limited to, assistance in: (1) developing and implementing corporate and business strategy and planning; (2) identifying, analyzing, preparing for, negotiating, structuring and executing acquisitions, joint ventures, development activities, divestitures, investments and/or other opportunistic uses of capital; (3) legal and accounting consultancy services; (4) design and construction consultancy services; and (5) analyzing and executing financing activities;
|
•
|
allows the parties to modify the terms and conditions of the performance of any of the services and to request additional services from time to time; and
|
•
|
provides for payment of a service fee by CAC and/or CGP in exchange for the provision of services.
|
•
|
contemplates that CEOC will provide certain services related to accounting, risk management, tax, finance, recordkeeping, financial statement preparation and audit support, legal, treasury functions, regulatory compliance, information systems, office space and corporate and other centralized services;
|
•
|
allows the parties to modify the terms and conditions of the Company performance of any of the services and to request additional services from time to time; and
|
•
|
provides for payment of a service fee to the Company in exchange for the provision of services in an amount equal to the fully allocated cost of such services plus 10%.
|
•
|
CIE and CEC agree to cooperate with each other in the preparation of tax returns and with regard to any audits related to the tax returns of CIE or CEC;
|
•
|
with respect to any period (or portion thereof) ending prior to CIE’s deconsolidation from CEC’s “consolidated group” for U.S. federal income tax purposes, CEC will pay (1) any U.S. federal income taxes of the “consolidated group” of which CEC is the common parent and (2) any state or local income taxes that are determined on a consolidated, combined, or unitary basis, and if CIE (including any of CIE’s subsidiaries) is included in that consolidated, combined, or unitary group, CIE will pay CEC an amount equal to the amount of U.S. federal, state, or local income tax (as applicable) that CIE would have paid had CIE filed a separate consolidated U.S. federal, state, or local income tax return (as applicable) for any such period (or portion thereof), subject to certain adjustments;
|
•
|
with respect to any period (or portion thereof) beginning after CIE’s deconsolidation from CEC’s “consolidated group”, CIE will be responsible for any U.S. federal, state, or local income taxes of CIE and its subsidiaries;
|
•
|
CEC will be responsible for any U.S. federal, state, local, or foreign taxes due with respect to tax returns that include only CEC and/or its subsidiaries (excluding CIE and its subsidiaries); and
|
•
|
CIE will be responsible for any U.S. federal, state, local, or foreign taxes due with respect to tax returns that include only CIE and/or CIE’s subsidiaries.
|
•
|
each person or group known to us to be the beneficial owner of more than 5% of our capital stock;
|
•
|
each of our named executive officers in the Summary Compensation Table;
|
•
|
each of our directors and director nominees; and
|
•
|
all of our current directors and executive officers as a group.
|
Name of Beneficial Owner
|
|
Shares of Common Stock Beneficially Owned
|
|
Percentage of Class
|
||
>5% Stockholders
|
|
|
|
|
||
Apollo Funds
(1)(2)
|
|
—
|
|
|
—
|
|
TPG Funds
(1)(3)(4)
|
|
—
|
|
|
—
|
|
Hamlet Holdings
(1)(5)
|
|
87,605,299
|
|
|
59.3
|
%
|
Paulson Investors
(6)
|
|
14,417,900
|
|
|
9.8
|
%
|
Non-Employee Directors
|
|
|
|
|
||
Jeffrey Benjamin
(7)
|
|
—
|
|
|
—
|
|
David Bonderman
(3)(4)
|
|
—
|
|
|
—
|
|
Kelvin Davis
(8)
|
|
—
|
|
|
—
|
|
Fred Kleisner
|
|
45,588
|
|
|
*
|
|
Gary Loveman
(9)(10)
|
|
4,252,296
|
|
|
2.8
|
%
|
Eric Press
(7)
|
|
—
|
|
|
—
|
|
Marc Rowan
(2)(5)
|
|
—
|
|
|
—
|
|
David Sambur
(7)
|
|
—
|
|
|
—
|
|
Richard Schifter
(11)
|
|
—
|
|
|
—
|
|
Christopher Williams
(9)
|
|
50,816
|
|
|
*
|
|
Bernard Zuroff
|
|
—
|
|
|
—
|
|
Named Executive Officers
|
|
|
|
|
||
Timothy Donovan
(9)
|
|
409,326
|
|
|
*
|
|
Mark Frissora
(9)(12)
|
|
969,041
|
|
|
*
|
|
Eric Hession
(9)
|
|
399,941
|
|
|
*
|
|
Thomas Jenkin
(9)
|
|
980,877
|
|
|
*
|
|
Robert Morse
|
|
390,815
|
|
|
*
|
|
|
|
|
|
|
||
All current directors and executive officers as a group
(8)(13)
|
|
8,898,723
|
|
|
5.8
|
%
|
*
|
Indicates less than 1%.
|
(1)
|
Each of Apollo Hamlet Holdings, LLC (“Apollo Hamlet”) and Apollo Hamlet Holdings B, LLC (“Apollo Hamlet B” and together with Apollo Hamlet, the “Apollo Funds”), TPG Hamlet Holdings, LLC (“TPG Hamlet”) and TPG Hamlet Holdings B, LLC (“TPG Hamlet B,” and, together with TPG Hamlet, the “TPG Funds”), and Co-Invest Hamlet Holdings B, LLC (“Co-Invest B”) and Co-Invest Hamlet Holdings, Series LLC (“Co-Invest LLC” and, together with “Co-Invest B”, the “Co-Invest Funds”), granted an irrevocable proxy (the “Irrevocable Proxy”) in respect of all of the shares of common stock held by such entity to Hamlet Holdings, irrevocably constituting and appointing Hamlet Holdings, with full power of substitution, its true and lawful proxy and attorney-in-fact to: (i) vote all of the shares of the common stock held by such entity at any meeting (and any adjournment or postponement thereof) of Caesars' stockholders and in connection with any written consent of Caesars' stockholders and (ii) direct and effect the sale, transfer or other disposition of all or any part of the shares of common stock held by that entity, if, as and when so determined in the sole discretion of Hamlet Holdings. Upon consummation of the Emergence Transactions, the Irrevocable Proxy will terminate and the Apollo Funds, the TPG Funds and the Co-Invest Funds will each control voting and disposition of the shares of common stock held by such entity. The shares of common stock held by the Co-Invest Funds will be controlled in accordance with the applicable governance agreement of each entity, which generally require the co-managers of the Co-Invest Fund to manage by unanimous decision. The affiliate of the Apollo Funds and the affiliate of the TPG Funds that serve as co-managers of the Co-Invest Funds will thus indirectly control voting and disposition of the common stock held by the Co-Invest Funds.
|
(2)
|
The Apollo Funds and the Co-Invest Funds directly hold an aggregate of 61,109,995 shares of common stock. Apollo Investment Fund VI, L.P. (“AIF VI”) is the sole member of Apollo Hamlet B. Apollo Management VI, L.P. (“Management VI”) is the general partner of AIF VI and one of two managing members of each of the Co-Invest Funds. AIF VI Management, LLC (“AIF VI Management”) is the general partner of Management VI. Apollo Management, L.P. (“Apollo Management”) is the sole member and manager of AIF VI Management and Apollo Management GP, LLC (“Management GP”) is the general partner of Apollo Management. Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member and manager of Management GP and Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings. Leon Black, Joshua Harris and Marc Rowan serve as the managers of Apollo Hamlet and Apollo Hamlet B and serve as the managers, as well as executive officers, of Management Holdings GP. Messrs. Black, Harris and Rowan are also members of Hamlet Holdings. The address of the Apollo Funds, AIF VI, Management VI, AIF VI Management, Apollo Management, Management GP, Management Holdings, Management Holdings GP, and Messrs. Black, Harris and Rowan is 9 West 57th Street, 43rd Floor, New York, New York 10019. The address of the Co-Invest Funds is c/o Apollo Management, LP, 9 West 57th Street, 43rd Floor, New York, New York 10019 and c/o TPG Global, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
|
(3)
|
The TPG Funds and the Co-Invest Funds directly hold an aggregate of 61,109,995 shares of Caesars common stock. The TPG Funds disclaim beneficial ownership of the common stock held by Hamlet Holdings pursuant to the Irrevocable Proxy. The address of the TPG Funds is c/o TPG Global, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
|
(4)
|
Mr. David Bonderman and Mr. James Coulter are sole shareholders of TPG Group Holdings (SBS) Advisors, Inc., which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG GenPar V Advisors, LLC, which is the general partner of TPG GenPar V, L.P., which is the general partner of TPG V Hamlet AIV, L.P., which is the managing member of TPG Hamlet. TPG GenPar V, L.P. is also the managing member of TPG Hamlet B and a managing member of each of the Co-Invest Funds. Messrs. Bonderman and Coulter are also members of Hamlet Holdings. Messrs. Bonderman and Coulter disclaim beneficial ownership of the common stock held by Hamlet Holdings pursuant to the Irrevocable Proxy. The address of Messrs. Bonderman and Coulter is c/o TPG Global, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
|
(5)
|
All shares held by the Apollo Funds, the TPG Funds and the Co-Invest Funds, representing 59.3% of Caesars' outstanding common stock, are subject to the Irrevocable Proxy granting Hamlet Holdings sole voting and sole dispositive power with respect to such shares. The members of Hamlet Holdings are Leon Black, Joshua Harris and Marc Rowan, each of whom is affiliated with Apollo and holds approximately 17% of the limited liability company interests of Hamlet Holdings and David Bonderman and James Coulter, each of whom is affiliated with the TPG Funds and holds approximately 25% of the limited liability company interests of Hamlet Holdings.
|
(6)
|
Includes all of the common stock held by funds and accounts managed by Paulson & Co. Inc. The address of Paulson & Co. Inc. is 1251 Avenue of the Americas, New York, NY 10020.
|
(7)
|
Jeffrey Benjamin, Eric Press and David Sambur are each affiliated with Apollo or its affiliated investment managers and advisors. Messrs. Benjamin, Press and Sambur each disclaim beneficial ownership of the shares of common stock that are beneficially owned by Hamlet Holdings or directly held by any of the Apollo Funds or the Co-Invest Funds. The address of Messrs. Benjamin, Press and Sambur is c/o Apollo Global Management, LLC, 9 West 57th Street, 43rd Floor, New York, New York 10019.
|
(8)
|
Kelvin Davis is a TPG Senior Partner and is an officer of Hamlet Holdings. TPG is an affiliate of (a) the TPG Funds, (b) the Co-Invest Funds, and (c) Hamlet Holdings. Mr. Davis disclaims beneficial ownership of the securities subject to the Irrevocable Proxy. The address of Mr. Davis is c/o TPG Global, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
|
(9)
|
Includes common stock that may be acquired within 60 days pursuant to outstanding stock options: Mr. Kleisner, 5,393 shares; Mr. Loveman, 3,874,267 shares; Mr. Williams, 10,934 shares; Mr. Frissora, 300,000 shares; Mr. Hession, 61,148 shares; Mr. Donovan, 125,615 shares; Mr. Jenkin, 470,061 shares; Mr. Morse, 17,730 shares; and 4,865,148 shares for all directors and executive officers as a group.
|
(10)
|
Includes 4,347 shares indirectly held in a trust.
|
(11)
|
Richard Schifter is a TPG Senior Partner. TPG is an affiliate of (a) the TPG Funds, (b) the Co-Invest Funds, and (c) Hamlet Holdings. Mr. Schifter disclaims beneficial ownership of the securities subject to the Irrevocable Proxy. The address of Mr. Schifter is c/o TPG Global, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
|
(12)
|
Includes 158,050 shares directly held in a trust and 1,900 shares held by Mr. Frissora’s daughter, of which Mr. Frissora disclaims beneficial ownership.
|
(13)
|
Unless otherwise specified, the address of each of our directors and named executive officers is c/o Caesars Entertainment Corporation, One Caesars Palace Drive, Las Vegas, Nevada 89109.
|
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