CAESARS ENTERTAINMENT INC (CZR)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
CAESARS ENTERTAINMENT INC · Meeting: June 9, 2026
Directors FOR
3
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Carano has served since July 2020 (over 24 months), meaning the TSR trigger fully applies — CZR's 3-year return of -37.8% trails the peer group median of +39.8% by 77.6 percentage points, far exceeding the 20-point threshold for companies with negative absolute TSR; the 5-year gap of -68.4pp against the peer median also exceeds the 20pp threshold so the 5-year mitigant does not apply; additionally, as Executive Chairman and father of President/COO Anthony L. Carano, he has a direct familial relationship with senior management.
Ms. Biumi has served since July 2020, well beyond 24 months, so the TSR trigger applies — CZR's 3-year return of -37.8% underperforms the peer group median by 77.6 percentage points against a 20-point trigger threshold, and the 5-year gap of -68.4pp also exceeds the threshold, so the 5-year mitigant does not rescue this vote.
Ms. Jones Blackhurst has served since July 2020, well beyond 24 months, so the TSR trigger fully applies — CZR's 3-year return trails the peer group median by 77.6 percentage points against a 20-point threshold, and the 5-year gap of -68.4pp also exceeds the threshold, so the 5-year mitigant does not apply.
Mr. Fahrenkopf has served since July 2020 and faces both the TSR trigger (77.6pp gap vs. the 20pp threshold, with the 5-year gap of -68.4pp also exceeding the threshold) and an overboarding concern — he sits on 12 NYSE-listed Gabelli investment company boards plus Caesars, far exceeding the 4-public-board maximum under policy.
Mr. Mather has served since July 2020, well beyond 24 months, so the TSR trigger fully applies — CZR's 3-year return trails the peer group median by 77.6 percentage points against a 20-point threshold, and the 5-year gap of -68.4pp also exceeds the threshold, so the 5-year mitigant does not apply.
Mr. Pegram has served since July 2020, well beyond 24 months, so the TSR trigger fully applies — CZR's 3-year return trails the peer group median by 77.6 percentage points against a 20-point threshold, and the 5-year gap of -68.4pp also exceeds the threshold, so the 5-year mitigant does not apply.
Mr. Reeg has served as CEO and director since July 2020, well beyond 24 months; per policy, executive directors are subject to the same TSR trigger as all other directors — CZR's 3-year return trails the peer group median by 77.6 percentage points against a 20-point threshold, and the 5-year gap of -68.4pp also exceeds the threshold, so the 5-year mitigant does not apply; this director vote is independent of the Say on Pay determination.
Mr. Tomick has served as Lead Independent Director since July 2020, well beyond 24 months, so the TSR trigger fully applies — CZR's 3-year return trails the peer group median by 77.6 percentage points against a 20-point threshold, and the 5-year gap of -68.4pp also exceeds the threshold, so the 5-year mitigant does not apply.
For Analysis
Ms. Harris Jones joined the board in April 2024, which is less than 24 months before the 2026 annual meeting, so she is exempt from the TSR underperformance trigger under the policy's new-director exemption.
Mr. Lynn joined the board in March 2025, well within the 24-month new-director exemption window, so he is fully exempt from the TSR underperformance trigger.
Mr. Papapostolou joined the board in March 2025, well within the 24-month new-director exemption window, so he is fully exempt from the TSR underperformance trigger.
Nine of eleven directors are recommended AGAINST. Eight long-tenured directors (serving since July 2020) face the TSR underperformance trigger: CZR's 3-year total return of -37.8% trails the company's own disclosed peer group median of +39.8% by 77.6 percentage points, vastly exceeding the 20-point trigger threshold for companies with negative absolute returns. The 5-year gap of -68.4pp also exceeds the threshold, so no mitigant applies. Mr. Fahrenkopf also triggers the overboarding rule by sitting on 13 or more public company boards. Mr. Gary L. Carano additionally raises a familial-relationship concern as father of the President/COO. The three newer directors — Ms. Harris Jones (joined April 2024), Mr. Lynn (March 2025), and Mr. Papapostolou (March 2025) — are exempt from the TSR trigger under the 24-month new-director exemption and receive FOR votes.
Say on Pay
✗ AGAINSTCEO
Thomas R. Reeg
Total Comp
$17,199,029
Prior Support
67%%
The company received only 67% shareholder support on its Say on Pay vote at the 2025 annual meeting, falling below the 70% threshold that requires visible remediation; while the company engaged with shareholders and made some program changes (eliminating overlapping metrics, committing to limit discretionary awards), these are partial responses to a significant shareholder concern and the core misalignment remains. CEO Thomas Reeg received total compensation of $17.2 million in 2025 while CZR's stock has lost approximately 37.8% over the past three years, trailing the company's own peer group median return of +39.8% by 77.6 percentage points — this is a severe pay-for-performance disconnect where above-benchmark incentive pay was granted during a period of deep shareholder value destruction. Although realizable pay has fallen below target levels (reflecting some alignment), the combination of below-70% prior-year support without full remediation and the structural incentive pay exceeding what peers' shareholders experienced makes a AGAINST vote appropriate under policy.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$8,242,500
Non-Audit Fees
$1,545,752
Non-audit fees (audit-related fees of $1,429,500 plus tax fees of $61,252 plus all other fees of $55,000 = $1,545,752) represent approximately 18.8% of core audit fees of $8,242,500, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; Deloitte is a Big 4 firm appropriate for a company of Caesars' size and complexity.
Overall Assessment
This is a contested ballot driven primarily by severe and sustained stock underperformance: CZR's 3-year return of -37.8% trails the company's own disclosed peer group median by 77.6 percentage points, triggering AGAINST votes on nine of eleven directors and reinforcing an AGAINST vote on Say on Pay, which also received below-70% shareholder support in 2025. The auditor ratification is straightforward and warrants a FOR vote, as Deloitte's non-audit fees are well within acceptable bounds.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing