Caesars Entertainment, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 08/01/2022   Download
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On July 28, 2022, the Board of Directors (the “Board”) of Caesars Entertainment, Inc., a Delaware corporation (the “Company”), adopted Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”) to modify the voting standard for election of directors in uncontested elections from a plurality voting standard to a majority voting standard. The Amended and Restated Bylaws were effective upon adoption by the Board. Pursuant to the amendment, a nominee to the Board would be elected if he or she receives more votes “for” than “against” and/or “withheld” with respect to his or her election, except that a plurality voting standard will be applicable if the number of nominees exceeds the number of directors to be elected. The Board also amended the Company’s Corporate Governance Guidelines (the “Amended Guidelines”) to provide that any nominee who fails to receive the requisite majority vote at an uncontested stockholder election must tender his or her resignation from the Board. Pursuant to the Amended Guidelines, the Nominating and Corporate Governance Committee will assess the appropriateness of such nominee continuing to serve on the Board and recommend to the Board whether to accept or reject the resignation. The Amended Guidelines provide that the Board shall act on any such tendered resignation and publicly disclose its decision within 90 days following the certification of the stockholder vote.