Carl Icahn To Support All Caesars' Director Nominees

(RTTNews) - Caesars Entertainment Corp. (CZR) said that it has entered into an agreement with Carl Icahn and affiliated entities regarding the membership and composition of the Company's Board of Directors. Icahn Group has agreed to vote all of its shares in favor of each of Caesars' Board nominees at the Company's 2019 Annual Meeting.

As per the terms of the agreement, Keith Cozza, Courtney Mather and James Nelson are being appointed to Caesars' Board of Directors, effective immediately. These appointments are subject to customary regulatory approval. In connection with the director appointments, three existing directors will step down from the Board, effective immediately.

The agreement also provides the Icahn Group the right to appoint a fourth representative to the Board if a new Chief Executive Officer who is acceptable to new directors is not named within 45 days of this agreement.

Mather and Cozza will each serve a term expiring at Caesars Entertainment's 2019 Annual Meeting of Stockholders (the "2019 Annual Meeting"), and will be nominated by the Company on its slate of nominees for election as directors at the 2019 Annual Meeting. Mr. Nelson will serve in the class of directors who will be elected at the 2020 Annual Stockholders Meeting.

As per the agreement, the Icahn Group, which beneficially owns 9.78% of Caesars' outstanding shares, has agreed to vote all of its shares in favor of each of Caesars' Board nominees at the Company's 2019 Annual Meeting, which has not yet been scheduled and thereafter while its designees are board members. The Icahn Group will also be subject to certain customary standstill provisions.

Cozza will join the Governance and Corporate Responsibility Committee, Mr. Mather will be appointed to the Company's Compensation and Management Development Committee, and Mr. Nelson will be appointed to the Company's Audit Committee. Additionally, Messrs. Cozza and Mather will be appointed to the Strategy and Finance Committee and the Ad Hoc CEO Search Committee.

In connection with the 2019 Annual Meeting, the Board will propose further enhancements to its governance processes, asking that stockholders approve amendments to its Certificate of Incorporation to (i) permit stockholders owning at least 15% of the Company's outstanding shares to call a special meeting of stockholders and (ii) prohibit the adoption of a stockholder rights plan with a triggering threshold below 20% of the then outstanding shares, except in limited circumstances.