0000858339-14-000061.txt : 20140513 0000858339-14-000061.hdr.sgml : 20140513 20140513172047 ACCESSION NUMBER: 0000858339-14-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140507 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140513 DATE AS OF CHANGE: 20140513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAESARS ENTERTAINMENT Corp CENTRAL INDEX KEY: 0000858339 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 621411755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10410 FILM NUMBER: 14838434 BUSINESS ADDRESS: STREET 1: ONE CAESARS PALACE DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7024076000 MAIL ADDRESS: STREET 1: ONE CAESARS PALACE DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: HARRAHS ENTERTAINMENT INC DATE OF NAME CHANGE: 19950727 FORMER COMPANY: FORMER CONFORMED NAME: PROMUS COMPANIES INC DATE OF NAME CHANGE: 19920703 8-K 1 form8k.htm 8-K CRZ-8KCompandAnnualMtgVotingResults5714

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


FORM 8-K


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

May 13, 2014 (May 7, 2014)
Date of Report (Date of earliest event reported)

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



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

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


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


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

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

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

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



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Options to Purchase Shares and Restricted Stock Units

On May 7, 2014 the Human Resources Committee of the Registrant (the “Committee”) approved the following grants of options to purchase shares and restricted stock units under the 2012 Performance Incentive Plan (the “Plan”) to the Company’s named executive officers:

Name
Number of Options to Purchase Shares
Strike Price
Number of Restricted Stock Units
Vesting Schedule
Gary W. Loveman
185,778
$21.18
76,000
Four equal installments on each of 5/7/2015, 5/7/2016, 5/7/2017, and 5/7/2018.
 
 
 
 
 
Donald A. Colvin
25,667
$21.18
10,500
Four equal installments on each of 5/7/2015, 5/7/2016, 5/7/2017, and 5/7/2018.
 
 
 
 
 
John W. R. Payne
61,874
$21.18
25,315
Four equal installments on each of 5/7/2015, 5/7/2016, 5/7/2017, and 5/7/2018.
 
 
 
 
 
Thomas M. Jenkin
88,000
$21.18
36,000
Four equal installments on each of 5/7/2015, 5/7/2016, 5/7/2017, and 5/7/2018.
 
 
 
 
 
Timothy R. Donovan
51,334
$21.18
21,000
Four equal installments on each of 5/7/2015, 5/7/2016, 5/7/2017, and 5/7/2018.


Director Compensation
    
Also, on May 7, 2014 the Committee also approved the following: 4,787 options to purchase shares and 4,274 of restricted stock units under the Plan, vesting in four equal installments on each of 5/7/2015, 5/7/2016, 5/7/2017, and 5/7/2018 to each of the following directors: Fred Kleisner, Lynn Swann and Chris Williams.





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

The Company held its annual meeting of stockholders on May 8, 2014 (the “Annual Meeting”).

At the Annual Meeting, the Company's stockholders:

(1) Elected three Class II Directors nominated by the Board to serve until the 2017 Annual Meeting of Stockholders and until their successors are elected and qualified, with voting results as follows:

Proposal 1: Election of Directors
 
Votes For
Withheld
Broker Non-Votes
 
Kelvin Davis
 
106,943,463
15,725,163
8,648,657
 
Eric Press
 
110,306,491
12,362,135
8,648,657
 
David Sambur
 
109,704,418
12,964,208
8,648,657
 
 
 
 
 
 
 
 
 
 
 
 
 

(2) Approved the ratification of the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31 2014, with voting results as follows:
 
 
 
 
 
Proposal 2:
 
Votes For
Votes Against
Abstain
Broker Non-Votes
Ratification of the Appointment of Deloitte & Touche, LLC as the Company's Independent Registered Public Accounting Firm for the fiscal year ended December 31, 2014.
 
129,299,299
1,991,370
26,614
0







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



Date: May 13, 2014
CAESARS ENTERTAINMENT CORPORATION
 
 
 
By: /s/ Timothy R. Donovan
 
Timothy R. Donovan
 
Executive Vice President, General Counsel and
 
Chief Regulatory and Compliance Officer