(State of incorporation) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
☒ |
Accelerated filer |
☐ | ||||
Non-accelerated filer |
☐ |
Smaller reporting company |
||||
Emerging growth company |
Page |
||||||
3 |
||||||
8 |
||||||
51 |
||||||
54 |
||||||
58 |
||||||
60 |
||||||
70 |
ITEM 10. |
Directors, Executive Officers, and Corporate Governance |
NAME |
AGE |
COMMITTEES | ||||
Anthony Rodio |
61 |
None | ||||
Thomas Benninger |
62 |
Audit, Strategy & Finance, Transaction | ||||
Juliana Chugg |
52 |
Compensation & Management Development, Governance & Corporate Responsibility | ||||
Denise Clark |
62 |
Audit, Compensation & Management Development (Chair) | ||||
Keith Cozza |
41 |
Governance & Corporate Responsibility, Strategy & Finance, Transaction | ||||
John Dionne |
56 |
Audit (Chair) | ||||
James Hunt |
64 |
Chairman of the Board | ||||
Jan Jones Blackhurst |
71 |
None | ||||
Don Kornstein |
68 |
Governance & Corporate Responsibility, Strategy & Finance (Chair), Transaction (Chair) | ||||
Courtney Mather |
43 |
Compensation & Management Development, Strategy & Finance, Transaction | ||||
James Nelson |
70 |
Audit |
NAME |
AGE |
POSITION | ||||
Richard D. Broome |
61 |
Executive Vice President, Communications and Government Relations | ||||
Michelle Bushore |
52 |
Executive Vice President, General Counsel, Chief Legal & Risk Officer, and Corporate Secretary | ||||
Monica Digilio |
57 |
Executive Vice President and Chief Human Resources Officer | ||||
Eric Hession |
45 |
Executive Vice President and Chief Financial Officer | ||||
Christopher Holdren |
50 |
Executive Vice President and Chief Marketing Officer | ||||
Thomas Jenkin |
65 |
Global President of Destination Markets | ||||
Christian Stuart |
41 |
Executive Vice President, Gaming and Interactive Entertainment |
ITEM 11. |
Executive Compensation |
Anthony Rodio (1) |
Chief Executive Officer | |
Mark Frissora (2) |
Former President and Chief Executive Officer | |
Eric Hession |
Executive Vice President and Chief Financial Officer | |
Thomas Jenkin |
Global President of Destination Markets | |
Christopher Holdren |
Executive Vice President and Chief Marketing Officer | |
Monica Digilio |
Executive Vice President and Chief Human Resources Officer | |
Timothy Donovan (3) |
Former Executive Vice President, General Counsel, and Chief Legal, Risk and Security Officer | |
Les Ottolenghi (4) |
Former Executive Vice President and Chief Information Officer |
(1) |
Mr. Rodio joined the Company effective on May 6, 2019, as discussed in greater detail in “-Discussion of the Summary Compensation Table.” |
(2) |
The Company and Mr. Frissora entered into a separation agreement, dated November 1, 2018 and amended on December 21, 2018, as discussed in greater detail in “-Discussion of the Summary Compensation Table,” pursuant to which Mr. Frissora’s employment terminated as of April 30, 2019. |
(3) |
Mr. Donovan’s employment terminated as of June 6, 2019, as discussed in greater detail in “-Discussion of the Summary Compensation Table.” In connection with his resignation, Mr. Donovan provided a general release of claims against the Company and we entered into a consulting agreement with him. |
(4) |
The Company and Mr. Ottolenghi entered into a separation agreement, dated November 15, 2019, as discussed in greater detail in “-Discussion of the Summary Compensation Table,” pursuant to which Mr. Ottolenghi’s employment terminated effective November 15, 2019. |
• | Introduced free cash flow as a financial performance metric of our 2019 Bonus Plan to supplement Adjusted EBITDA and customer satisfaction score in rewarding named executive officers for a combination of not only profitability and customer experience, but also cash flow management. |
• | Included Adjusted EBITDA as a performance metric in the 2018 performance stock units and Adjusted EBITDAR in the 2019 performance stock units as well as introduced performance stock units based on relative stockholder return (“rTSR”) in 2019, with payouts to be determined based on our three-year total shareholder return in relation to that of the S&P 500 index, to further align named executive officers’ long-term compensation with shareholder interests. |
• | Made 50% of our named executive officers’ equity grants performance based, substantially increasing the proportion of total compensation that is at risk. |
• | Our new Chief Executive Officer is compensated at a significantly lower rate than his predecessor. |
1 |
We added rTSR as a metric to our long-term incentive (“LTI”) program, to further enhance alignment with stockholder interests |
3 |
We introduced a new deferred compensation plan, the Executive Supplemental Savings Plan III, as a means for named executive officers to defer receipt and taxation of a portion of current compensation | |||||||
| ||||||||||
2 |
We granted cash retention bonuses to key executives to minimize disruption and encourage the continued availability of top talent through the completion of pending merger activity |
• | In August 2018, the Compensation Committee approved increases in base salaries for Messrs. Hession, Jenkin, Holdren, and Ottolenghi, effective January 1, 2019, which ranged from 2.5% to 10.8%. |
• | In December 2018, the Compensation Committee determined that free cash flow should supplement Adjusted EBITDA and customer satisfaction score for the 2019 Bonus Plan, to reward the named executive officers for a combination of profitability, customer experience and cash flow management. |
• | In January 2019, the Compensation Committee approved vesting of the first-year tranche of 2018 Performance Share Units (“PSUs”) at 95% of target, given that the 2018 Adjusted EBITDA result was at 99.5% of the target goal. |
• | In January 2019, the Compensation Committee approved the vesting of 150,000 non-qualified performance-based stock options that had been granted to Mr. Frissora in February 2015, for which performance criteria as outlined in the award agreement had been achieved. |
• | In March 2019, the Compensation Committee approved an annual LTI grant to our named executive officers that placed 50% weighting on PSUs tied to Adjusted EBITDAR performance goals and rTSR and 50% weighting on time-vesting Restricted Stock Units (“RSUs”). |
• | In January 2020, annual cash bonuses were determined at 95% of target based on 2019 results for the performance criteria, including Adjusted EBITDA, free cash flow, overall customer service and enterprise Net Promoter Score with an additional 5% adjustment to reflect employees’ efforts with respect to and to continue to incentivize employees to close the Merger with ERI. |
EARNED BASE SALARY ($) |
ANNUAL CASH BONUS AWARD (AT TARGET) ($) |
PERFORMANCE- BASED STOCK UNIT AWARD (ADJUSTED EBITDAR) (2019-2021) (AT TARGET) ($) |
PERFORMANCE- BASED STOCK UNIT AWARD (rTSR) (2019-2021) (AT TARGET) ($) |
FAIR VALUE OF TIME-VESTED RESTRICTED STOCK UNITS GRANTED ($) |
||||||||||||||
Mr. Rodio |
946,154 |
1,972,602 |
— |
— |
— |
|||||||||||||
Mr. Frissora |
715,385 |
1,430,769 (1) |
1,750,004 |
1,750,000 |
3,500,000 |
|||||||||||||
Mr. Hession |
812,596 |
812,596 |
407,506 |
407,507 |
815,003 |
|||||||||||||
Mr. Jenkin |
1,291,317 |
968,488 |
484,607 |
484,613 |
969,205 |
|||||||||||||
Mr. Holdren |
691,365 |
518,524 |
302,699 |
302,703 |
605,397 |
|||||||||||||
Ms. Digilio |
590,000 |
442,500 |
225,005 |
225,003 |
450,002 |
|||||||||||||
Mr. Donovan |
392,308 |
294,231 (2) |
325,005 |
325,008 |
650,001 |
|||||||||||||
Mr. Ottolenghi |
561,179 |
420,885 (2) |
271,308 |
271,305 |
542,616 |
(1) |
Per Mr. Frissora’s separation agreement entered into in connection with his resignation, Mr. Frissora’s 2019 annual cash bonus award was prorated based on his actual base earnings in 2019 while Mr. Frissora was employed by the Company. |
(2) |
Target award values for Messrs. Donovan and Ottolenghi have also been prorated based on their actual base salary earnings in 2019 for the time that each executive was employed by the Company. |
• | aligning our incentive compensation strategy with business objectives, including enhancing stockholder value and customer satisfaction; |
• | supporting a culture of strong performance and accountability by rewarding employees for results; |
• | attracting, retaining and motivating talented and experienced executives; and |
• | fostering a shared commitment among our senior executives by aligning company and individual goals. |
WHAT WE DO ✓ Pay for Performance: at-risk incentive-based compensation representing approximately 75% of the target compensation awarded to our named executive officers as a group for 2019.✓ Challenging Threshold Performance Goals and Limits on Payouts: ✓ Competitive Pay for Market: ✓ Advisory Say-on-Pay Vote: say-on-pay vote annually in order to obtain more timely feedback on our compensation philosophy and implementation decisions.✓ Robust Stock Ownership Guidelines: ✓ Insider Trading and Anti-Hedging Policies: ✓ Annual Pay Evaluations: ✓ Clawback Policy: |
WHAT WE DON’T DO Ñ No Guaranteed Bonuses: Ñ No Automatic Salary Increases or Incentive Grants: Ñ No Excise Tax Gross-ups: gross-ups for any officer (other than related to relocation benefits).Ñ No Single-Trigger Change in Control Severance: Ñ No Excess Executive Perquisites: |
• | Chief Executive Officer Compensation: |
• | Other Senior Executive Officer Compensation: |
• | Director Compensation: non-employee directors, which included a review of our practices against peers both within and outside the gaming and hospitality industry. |
• | Executive Compensation Plans: |
• | Equity Compensation Plans: |
• | Willis Towers Watson served as the Compensation Committee’s advisor in 2019 and provided advice and market-practice information on a variety of topics, including executive pay-level benchmarking, incentive design considerations, non-employee director compensation, govern and transaction-related pay considerations. |
• | Mercer Investment Consulting was retained by the Executive Deferred Compensation Plan Investment Committee to advise this committee on investment management performance, monitoring, investment policy development and investment manager searches relating to our executive deferred compensation plans. |
• | Salaries are linked to competitive factors and internal equity, and can be (but are not required to 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 our financial performance and enhancing stockholder value. |
SHORT-TERM |
LONG-TERM | |
Fixed and Variable Pay |
Fixed and Variable Pay | |
Base salary |
Long-term cash incentive awards | |
Senior Executive Incentive Plan (employing the goals under the Bonus Plan) |
RSUs PSUs |
Boyd Gaming Corporation Darden Restaurants, Inc. Norwegian Cruise Lines Holdings, Inc. Hilton Worldwide Holdings, Inc. |
Las Vegas Sands Corporation Live Nation Entertainment, Inc. MGM Resorts International Marriott International, Inc. |
Royal Caribbean Cruises Ltd. Viacom, Inc. Wyndham Worldwide Corporation Wynn Resorts, Limited |
• | Merit: |
• | Market: |
• | Promotional: |
• | Additional Responsibilities: |
• | Retention: |
NAME |
2018 ANNUAL SALARY ($) |
2019 ANNUAL SALARY ($) |
% CHANGE |
|||||||||
Anthony Rodio |
— |
1,500,000 |
— |
% | ||||||||
Mark Frissora |
2,000,000 |
2,000,000 |
— |
% | ||||||||
Eric Hession (1) |
735,438 |
815,000 |
10.8 |
% | ||||||||
Thomas Jenkin (2) |
1,260,750 |
1,292,269 |
2.5 |
% | ||||||||
Christopher Holdren (3) |
675,000 |
691,875 |
2.5 |
% | ||||||||
Monica Digilio (4) |
590,000 |
590,000 |
— |
% | ||||||||
Timothy Donovan |
850,000 |
850,000 |
— |
% | ||||||||
Les Ottolenghi |
563,750 |
620,125 |
10 |
% |
(1) |
Mr. Hession’s base salary was increased to $839,450 effective as of January 1, 2020. |
(2) |
Mr. Jenkin’s base salary was increased to $1,318,114 effective as of January 1, 2020. |
(3) |
Mr. Holdren’s base salary was increased to $712,631 effective as of January 1, 2020. |
(4) |
Ms. Digilio’s base salary was increased to $607,700 effective as of January 1, 2020. |
Threshold |
Target |
Maximum |
Actual | |||||||||||
Adjusted EBITDA (70% Weighting) |
$2,070M |
$2,435M |
$2,800M |
$2,416.5M (Below Target = 67 points) | ||||||||||
Free Cash Flow (10% Weighting) |
$1,614M |
$1,774M |
$1,951M |
$1,739M (Below Target = 8 points) | ||||||||||
Customer Satisfaction - Overall Service (10% Weighting) |
—% |
1% |
N/A |
2.94% (Above Target = 10 points) | ||||||||||
Customer Satisfaction - Net Promoter Score (10% Weighting) |
0.5% |
1.5% |
N/A |
4.49% (Above Target = 10 points) | ||||||||||
Plan Payout |
25% |
100% |
200% |
95 points + 5 points adjustment |
NAME |
TARGET (% OF SALARY) |
TARGET AWARD ($ VALUE) (1) |
ACTUAL AWARD ($ VALUE) |
|||||||||
Anthony Rodio |
200 |
% | 1,972,602 |
1,972,602 |
||||||||
Mark Frissora |
200 |
% | 1,430,769 |
1,359,231 |
||||||||
Eric Hession |
100 |
% | 812,596 |
902,596 |
||||||||
Thomas Jenkin |
75 |
% | 968,488 |
968,488 |
||||||||
Christopher Holdren |
75 |
% | 518,524 |
608,524 |
||||||||
Monica Digilio |
75 |
% | 442,500 |
530,500 |
||||||||
Timothy Donovan |
75 |
% | 294,231 |
294,231 |
||||||||
Les Ottolenghi |
75 |
% | 420,885 |
399,840 |
(1) Target award values are based on actual base salary earnings in 2019 that each executive earned while employed by the Company. |
PERFORMANCE- BASED STOCK UNIT AWARD (ADJUSTED EBITDAR) (2019-2021) (AT TARGET) ($) |
PERFORMANCE- BASED STOCK UNIT AWARD (rTSR) (2019-2021) (AT TARGET) ($) |
FAIR VALUE OF TIME-VESTED RESTRICTED STOCK UNITS GRANTED ($) |
||||||||||
Mr. Rodio |
— |
— |
— |
|||||||||
Mr. Frissora |
1,750,004 |
1,750,000 |
3,500,000 |
|||||||||
Mr. Hession |
407,506 |
407,507 |
815,003 |
|||||||||
Mr. Jenkin |
484,607 |
484,613 |
969,205 |
|||||||||
Mr. Holdren |
302,699 |
302,703 |
605,397 |
|||||||||
Ms. Digilio |
225,005 |
225,003 |
450,002 |
|||||||||
Mr. Donovan |
325,005 |
325,008 |
650,001 |
|||||||||
Mr. Ottolenghi |
271,308 |
271,305 |
542,616 |
PERFORMANCE- BASED STOCK UNIT AWARD (2018 - Tranche 1) (#) |
||||
Mr. Rodio |
— |
|||
Mr. Frissora |
102,624 |
|||
Mr. Hession |
20,525 |
|||
Mr. Jenkin |
27,855 |
|||
Mr. Holdren |
14,844 |
|||
Ms. Digilio |
— |
|||
Mr. Donovan |
19,059 |
|||
Mr. Ottolenghi |
14,661 |
NAMED EXECUTIVE OFFICER OR DIRECTOR |
OWNERSHIP GUIDELINE |
|||
Chief Executive Officer |
6X Base Salary |
|||
Other Named Executive Officers |
5X Base Salary |
|||
Non-employee Directors |
5X Annual Fee Retainer |
(A) NAME AND PRINCIPAL POSITION |
(B) YEAR |
(C) SALARY ($) |
(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 ($) |
(I) ALL OTHER COMPENSATION (4) ($) |
(J) TOTAL ($) |
|||||||||||||||||||||||||||||||||||
Anthony Rodio Chief Executive Officer |
2019 |
946,154 |
250,000 |
— |
— |
1,972,602 |
— |
32,476 |
3,201,232 |
|||||||||||||||||||||||||||||||||||
Mark Frissora |
2019 |
715,385 |
2,330,000 |
2,871,680 |
(5) |
— |
1,359,231 |
— |
11,669,577 |
18,945,873 |
||||||||||||||||||||||||||||||||||
Former President |
2018 |
2,000,000 |
2,330,000 |
4,666,680 |
1,111,786 |
(12) |
3,840,000 |
— |
332,729 |
14,281,195 |
||||||||||||||||||||||||||||||||||
and Chief Executive Officer |
2017 |
2,000,000 |
330,000 |
16,500,006 |
400,000 |
4,494,000 |
— |
224,187 |
23,948,193 |
|||||||||||||||||||||||||||||||||||
Eric Hession |
2019 |
812,596 |
634,373 |
1,549,115 |
(6) |
— |
902,596 |
— |
35,398 |
3,934,078 |
||||||||||||||||||||||||||||||||||
Executive Vice President, Chief Financial Officer |
2018 2017 |
735,438 721,541 |
942,706 96,248 |
933,336 3,329,651 |
— 27,025 |
610,000 779,037 |
— — |
28,132 23,994 |
3,249,612 4,977,496 |
|||||||||||||||||||||||||||||||||||
Thomas Jenkin |
2019 |
1,291,317 |
1,087,499 |
1,874,258 |
(7) |
— |
968,488 |
536,268 |
33,551 |
5,791,381 |
||||||||||||||||||||||||||||||||||
Global President of Destination Markets |
2018 2017 |
1,260,750 1,236,927 |
1,454,166 164,999 |
1,266,667 5,073,754 |
— 131,260 |
927,740 1,091,897 |
427,373 370,020 |
29,842 27,438 |
5,366,538 8,096,295 |
|||||||||||||||||||||||||||||||||||
Christopher Holdren Executive Vice President and Chief Marketing Officer |
2019 |
691,365 |
100,000 |
1,146,966 |
(8) |
— |
608,524 |
— |
33,369 |
2,580,224 |
||||||||||||||||||||||||||||||||||
Monica Digilio Executive Vice President and Chief Human Resources Officer |
2019 |
590,000 |
67,500 |
750,007 |
(9) |
— |
530,500 |
— |
32,045 |
1,970,052 |
||||||||||||||||||||||||||||||||||
Timothy Donovan |
2019 |
392,308 |
634,373 |
1,260,491 |
(10) |
— |
294,231 |
— |
2,642,447 |
5,223,850 |
||||||||||||||||||||||||||||||||||
Former Executive Vice President, General Counsel and Chief Legal, Risk and Security Officer |
2018 2017 |
838,041 721,541 |
1,338,669 96,248 |
866,679 2,959,693 |
— 75,757 |
610,000 579,037 |
— — |
31,946 24,135 |
3,685,335 4,456,411 |
|||||||||||||||||||||||||||||||||||
Les Ottolenghi |
2019 |
561,179 |
488,125 |
1,655,363 |
(11) |
— |
399,840 |
— |
2,088,162 |
5,192,669 |
||||||||||||||||||||||||||||||||||
Former Executive Vice President & Chief Information Officer |
2018 |
563,750 |
621,458 |
666,674 |
— |
355,015 |
— |
30,115 |
2,237,012 |
(1) |
For 2019, reflects the cash portion of the 2017 Annual Grant Award under the 2012 PIP that vested on March 10, 2019 and the 2016 Annual Grant Award, a service-vesting award, under the 2012 PIP that vested on March 23, 2019 for Messrs. Frissora, Hession, Jenkin, Donovan, and Ottolenghi. For 2019, also reflects a sign-on bonus awarded to Mr. Rodio as outlined in his employment agreement. The bonuses in this column are separate from the bonuses under column (G) for Non-Equity Incentive Plan Compensation. |
(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 16 to the consolidated financial statements included in our 2019 Annual Report. With respect to fiscal 2019, the PSUs granted to our named executive officers represents the aggregate grant date fair value of the 2019 rTSR PSUs, the first tranche of the 2019 Adjusted EBITDAR PSUs and the second tranche of the 2018 Adjusted EBITDA PSUs. The 2018 Adjusted EBITDA PSUs and 2019 Adjusted EBITDAR PSUs are valued using the closing price of our common stock on the April 2, 2019 and March 28, 2019, respectively, with the PSU being valued at target. The grant date fair value of the 2019 rTSR PSUs is based on a Monte Carlo valuation model, which determines potential award-payout results by simulating future stock prices of Caesars and constituent companies of the S&P 500 index. Monte Carlo modeling assumptions included: stock price volatility (based on three-year historical volatility of daily stock prices) of 46.0% for Caesars and an average of 25.0% for the S&P 500 index; stock price correlation coefficient between Caesars and the S&P 500 index (based on three-year historical daily stock price changes) of 25.6%; risk-free interest rate of 2.18%; and starting TSR (for the 30-day period immediately preceding the beginning of the performance period) of 23.2% for Caesars and 11.1% for the S&P 500 index. The fair value of 2019 rTSR PSUs was determined to be $12.63, or 145.0% of the grant-date stock price of $8.71. The actual vesting of the PSUs will be between zero and 200% of the target number of PSUs. |
(3) |
Messrs. Rodio, Frissora, Hession, Jenkin, Donovan, Ottolenghi and Holdren and Ms. Digilio received 2019 bonuses pursuant to the Senior Executive Incentive Plan in the amounts of $1,972,602, $1,359,231, $902,596, $968,488, $294,231, $399,840, $608,524 and $530,500, respectively. Such award values were prorated based on actual base salary earnings in 2019 that each executive earned while employed by the Company. |
(4) |
All Other Compensation includes perquisites and personal benefits, which may include executive security, personal aircraft usage, legal fee reimbursements, financial planning and Company lodging, and includes other compensation, which may include items such as severance, health, life and disability insurance, and tax reimbursements based on taxable earnings for Company lodging and on premiums paid for life and disability insurance. |
2019 |
||||||||||||||||||||||||
NAME |
401(K) EMPLOYER MATCH ($) |
RELOCATION ($) |
ALLOCATED AMOUNT FOR AIRCRAFT USAGE ($) |
HEALTH BENEFITS ($) |
EXPERIENCE OUR BEST ($) |
SEVERANCE ($) |
||||||||||||||||||
Anthony Rodio |
8,400 |
4,475 |
— |
16,698 |
2,903 |
— |
||||||||||||||||||
Mark Frissora |
— |
— |
200,000 |
(a) |
15,981 |
5,414 |
11,448,182 |
(b) | ||||||||||||||||
Eric Hession |
8,400 |
— |
— |
23,264 |
3,734 |
— |
||||||||||||||||||
Thomas Jenkin |
5,700 |
— |
— |
26,742 |
1,109 |
— |
||||||||||||||||||
Christopher Holdren |
8,400 |
— |
— |
18,918 |
6,051 |
— |
||||||||||||||||||
Monica Digilio |
8,400 |
— |
— |
18,918 |
4,727 |
— |
||||||||||||||||||
Timothy Donovan |
— |
— |
— |
17,683 |
6,678 |
2,618,086 |
(c) | |||||||||||||||||
Les Ottolenghi |
— |
— |
— |
20,376 |
7,462 |
2,060,324 |
(d) |
(a) Mr. Frissora was allocated up to $200,000 for per fiscal year for personal use of Company aircraft, which is calculated based on the incremental cost to us of fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs and other miscellaneous variable costs. Since our aircraft is used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots’ salaries, depreciation of the purchase costs of our aircraft and the cost of maintenance not specifically related to trips. The other named executive officers may also access Company aircraft for personal purposes at their own personal expense. |
(b) |
Consists of payments provided to Mr. Frissora in connection with his separation, including (i) $8,000,000 in cash severance payments, (ii) $1,423,310 related to those PSU tranches for which the fair value had not been reported in the Summary Compensation Table (with vesting of PSUs remaining subject to achievement of applicable targets and options generally exercisable for two years after vesting), (iii) $2,000,000 in accelerated vesting of cash awards, and (iv) $24,872 in medical and welfare benefits. The value for the PSU tranches is calculated based on target attainment of the goals and the closing price of our common stock of $9.36 as of the separation date of April 30, 2019. |
(c) |
Consists of payments provided to Mr. Donovan in connection with his separation, including (i) $1,275,000 in cash severance payments, (ii) $410,284 related to those PSU tranches for which the fair value had not been reported in the Summary Compensation Table (with the value for PSU tranches calculated based on target attainment of the goals and the closing price of our common stock of $9.13 as of the separation date of June 6, 2019), (iii) $900,000 in accelerated vesting of cash awards, and (iv) $32,802 in medical and welfare benefits. |
(d) |
Consists of payments provided to Mr. Ottolenghi in connection with his separation, including (i) $930,188 in cash severance payments, (ii) $200,012 related to those PSU tranches for which the fair value had not been reported in the Summary Compensation Table (with the value for PSU tranches calculated based on target attainment of the goals and the closing price of our common stock of $12.96 as of the separation date November 15, 2019), (iii) $900,000 in accelerated vesting of cash awards, and (iv) $30,124 in medical and welfare benefits. |
(5) |
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Frissora on the date of grant assuming the highest level of performance conditions will be achieved is $3,500,008, which is based on the maximum vesting of 401,838 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of 2019 rTSR PSUs awarded to Mr. Frissora on the date of grant assuming the highest level of performance conditions will be achieved is $3,500,000, which is based on the maximum vesting of 277,118 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above. |
(6) |
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Hession on the date of grant assuming the highest level of performance conditions will be achieved is $815,012, which is based on the maximum vesting of 93,572 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Mr. Hession on the date of grant assuming the highest level of performance conditions will be achieved is $815,014, which is based on the maximum vesting of 64,530 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above. |
(7) |
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Jenkin on the date of grant assuming the highest level of performance conditions will be achieved is $969,214, which is based on the maximum vesting of 111,276 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Mr. Jenkin on the date of grant assuming the highest level of performance conditions will be achieved is $969,226, which is based on the maximum vesting of 76,740 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above. |
(8) |
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Holdren on the date of grant assuming the highest level of performance conditions will be achieved is $605,398, which is based on the maximum vesting of 69,506 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Mr. Holdren on the date of grant assuming the highest level of performance conditions will be achieved is $605,406, which is based on the maximum vesting of 47,934 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above. |
(9) |
The value of the 2019 Adjusted EBITDAR PSUs awarded to Ms. Digilio on the date of grant assuming the highest level of performance conditions will be achieved is $450,010, which is based on the maximum vesting of 51,666 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Ms. Digilio on the date of grant assuming the highest level of performance conditions will be achieved is $450,006, which is based on the maximum vesting of 35,630 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above. |
(10) |
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Donovan on the date of grant assuming the highest level of performance conditions will be achieved is $650,010, which is based on the maximum vesting of 74,628 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Mr. Donovan on the date of grant assuming the highest level of performance conditions will be achieved is $650,016, which is based on the maximum vesting of 51,466 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above. |
(11) |
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Ottolenghi on the date of grant assuming the highest level of performance conditions will be achieved is $542,616, which is based on the maximum vesting of 62,298 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Mr. Ottolenghi on the date of grant assuming the highest level of performance conditions will be achieved is $542,610, which is based on the maximum vesting of 42,962 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above. Amounts includes $345,615 which reflects the incremental cost associated with the modification of Mr. Ottolenghi’s RSU awards in connection with his separation agreement. |
(12) |
Amount reflects the incremental cost associated with the modification of Mr. Frissora’s stock options in connection with his separation agreement. |
• | Accrued and unpaid base salary |
• | Unreimbursed business expenses |
• | Amounts or benefits due under benefit and equity plans in accordance with the terms thereof |
• | Cash severance equal to two times his base salary plus one times his target bonus paid in installments over 24 months; provided, that one-half times his base salary plus one times his target bonus paid in installments over 30 months; |
• | A bonus for the year of termination of employment, based on actual full-year performance, prorated to reflect service through the date of termination, paid when bonuses are payable generally to active employees |
• | Company-paid COBRA continuation and a subsidy, at the same levels in effect as of the date of termination, for continued disability and life insurance coverage, paid in installments over 24 months; and |
• | One year of additional vesting in respect of (i) Mr. Frissora’s CAC RSUs (which were converted into Company RSUs in connection with the merger with CAC), (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. |
• | payment of an annual base salary (which may be adjusted from time to time); |
• | participation in the Company’s annual incentive bonus program(s) applicable to the executive’s position; |
• | for Ms. Digilio, a one-time bonus payment of $250,000 for 2018; |
• | for Messrs. Donovan and Jenkin, an award of stock options under the applicable equity incentive plan and, for Messrs. Ottolenghi and Holdren and Ms. Digilio, participation in the Company’s LTI program at 150% of their base salary; |
• | for Mr. Holdren and Ms. Digilio, one-time sign-on awards, payable in cash or equity (respectively), equal to $50,000 and $442,500 (respectively) based on certain conditions; |
• | for Mr. Donovan, reimbursement of up to $80,000 for legal fees; and |
• | provisions relating to severance payments and benefits upon certain terminations of employment, as described further below. |
ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS (1) |
ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS |
ALL OTHER STOCK AWARDS: SHARES OF STOCK OR UNITS (#) |
GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS (2) ($) |
|||||||||||||||||||||||||||||||
NAME |
GRANT DATE |
THRESHOLD ($) |
TARGET ($) |
MAXIMUM ($) |
THRESHOLD (#) |
TARGET (#) |
MAXIMUM (#) |
|||||||||||||||||||||||||||
Anthony Rodio |
NA |
276,164 |
1,972,602 |
3,945,204 |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||
Mark Frissora (7) |
NA 3/28/2019 (3) 4/2/2019 (4) 3/28/2019 (5) 3/28/2019 (6) |
200,308 — — — — |
1,430,769 — — — — |
2,861,539 — — — — |
— — 27,007 16,744 34,640 |
— — 108,025 66,973 138,559 |
— — 216,050 133,946 277,118 |
— 401,837 — — — |
— 3,500,000 953,861 583,335 1,750,000 |
|||||||||||||||||||||||||
Eric Hession |
NA 3/28/2019 (3) 4/2/2019 (4) 3/28/2019 (5) 3/28/2019 (6) |
113,763 — — — — |
812,596 — — — — |
1,625,192 — — — — |
— — 5,402 3,899 8,067 |
— — 21,605 15,595 32,265 |
— — 43,210 31,190 64,530 |
— 93,571 — — — |
— 815,003 190,772 135,832 407,507 |
|||||||||||||||||||||||||
Thomas Jenkin |
NA 3/28/2019 (3) 4/2/2019 (4) 3/28/2019 (5) 3/28/2019 (6) |
135,588 — — — — |
968,488 — — — — |
1,936,975 — — — — |
— — 7,331 4,637 9,593 |
— — 29,321 18,546 38,370 |
— — 58,642 37,092 76,740 |
— 111,275 — — — |
— 969,205 258,904 161,536 484,613 |
|||||||||||||||||||||||||
Timothy Donovan |
NA 3/28/2019 (3) 4/2/2019 (4) 3/28/2019 (5) 3/28/2019 (6) |
41,192 — — — — |
294,231 — — — — |
588,461 — — — — |
— — 5,016 3,110 6,434 |
— — 20,062 12,438 25,733 |
— — 40,124 24,876 51,466 |
— 74,627 — — — |
— 650,001 177,147 108,335 325,008 |
|||||||||||||||||||||||||
Les Ottolenghi |
NA 3/28/2019 (3) 4/2/2019 (4) 3/28/2019 (5) 3/28/2019 (6) 11/15/2019 (8) |
58,924 — — — — — |
420,885 — — — — — |
841,769 — — — — — |
— — 3,858 2,596 5,371 — |
— — 15,432 10,383 21,481 — |
— — 30,864 20,766 42,962 — |
— 62,298 — — — 181,787 |
— 542,616 136,265 90,436 271,305 345,615 |
|||||||||||||||||||||||||
Christopher Holdren |
NA 3/28/2019 (3) 4/2/2019 (4) 3/28/2019 (5) 3/28/2019 (6) |
72,593 — — — — |
518,524 — — — — |
1,037,048 — — — — |
— — 3,907 2,896 5,992 |
— — 15,625 11,584 23,967 |
— — 31,250 23,168 47,934 |
— 69,506 — — — |
— 605,397 137,969 100,897 302,703 |
|||||||||||||||||||||||||
Monica Digilio |
NA 3/28/2019 (3) 3/28/2019 (5) 3/28/2019 (6) |
61,950 — — — |
442,500 — — — |
885,000 — — — |
— — 2,153 4,454 |
— — 8,611 17,815 |
— — 17,222 35,630 |
— 51,665 — — |
— 450,002 75,002 225,003 |
(1) |
Represents potential threshold, target and maximum incentive compensation for 2019 under our Bonus Plan. The threshold, target, and maximum payouts are calculated by applying the percentage payouts to each named executive officer’s base salary. Actual target and maximum payouts are determined by Adjusted EBITDA performance, Free Cash Flow, and customer satisfaction results under our Bonus Plan, as the means by which the Compensation Committee exercises its negative discretion under the Senior Executive Incentive Plan, described more fully under the section “-Compensation Discussion and Analysis-Elements of Executive Compensation and Benefits for 2019-Cash Incentive Payments-Senior Executive Incentive Plan.” |
(2) |
The figures in this column reflect the grant date fair value of stock awards granted during the year in accordance with ASC Topic 718. Assumptions used in the calculations of these amounts are set forth in Note 16 to the consolidated financial statements included in our 2019 Annual Report. |
(3) |
Reflects RSUs granted under the 2017 PIP as described under “-Compensation Discussion and Analysis-Elements of Executive Compensation and Benefits for 2019-Equity Awards-Annual Awards Update.” |
(4) |
Reflects the second tranche of the 2018 EBITDAR PSUs granted under the 2017 PIP for which the performance goals were established in 2019 as described under “-Compensation Discussion and Analysis-Elements of Executive Compensation and Benefits for 2019-Equity Awards-Achievement of 2018 PSU Awards.” The fair value shown in the table above is based on the closing price of our Common Stock on April 2, 2019. |
(5) |
Reflects the first tranche of the 2019 EBITDAR PSUs granted under the 2017 PIP as described under “-Compensation Discussion and Analysis-Elements of Executive Compensation and Benefits for 2019-Equity Awards-Annual Awards Update” that vested on March 28, 2020 based on the performance period of January 1, 2019 to December 31, 2019. The fair value shown in the table above is based on the closing price of our Common Stock on March 28, 2019. |
(6) |
Reflects rTSR PSUs granted under the 2017 PIP in 2019 as described under “-Compensation Discussion and Analysis-Elements of Executive Compensation and Benefits for 2019-Equity Awards-Annual Awards Update.” |
(7) |
Pursuant to the Frissora Separation Agreement, Mr. Frissora’s 2019 equity awards were prorated based on the number of days in 2019 that Mr. Frissora was employed by the Company. |
(8) |
Reflects Mr. Ottolenghi’s RSU awards that were modified in connection with his separation agreement and the related incremental cost. |
OPTION AWARDS |
STOCK AWARDS |
|||||||||||||||||||||||||||||
NAME |
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) |
EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) |
OPTION EXPIRATION DATE |
OPTION EXERCISE PRICE ($) |
NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) |
MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (1) |
EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) |
EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (1) |
||||||||||||||||||||||
Mark Frissora |
— — — — — — — — — |
200,000 (2) — — — — — — — — |
2/5/2025 — — — — — — — — |
9.45 — — — — — — — — |
— 102,624 (3) — — — — 20,919 (8) — — |
— 1,395,686 — — — — 284,498 — — |
— — 5,401 (4) 108,025 (5) 5,401 (6) 45,554 (7) — 1,100 (9) 44,038 (10) |
— — 73,454 1,469,140 73,454 619,534 — 14,960 598,917 |
||||||||||||||||||||||
Eric Hession |
15,107 22,116 3,125 20,000 26,250 — — — — — — — — — — — |
3,486 (11) 1,705 (11) — — — — — — — — — — — — — — |
7/25/2022 8/21/2022 6/28/2023 5/7/2024 5/29/2025 — — — — — — — — — — |
8.23 8.22 9.45 9.45 9.36 — — — — — — — — — — — |
— — — — — 130,065 (12) 43,211 (13) 20,525 (3) — — — 93,571 (14) — 14,816 (8) — — |
— — — — — 1,768,884 587,670 279,140 — — — 1,272,566 — 201,498 — — |
— — — — — — — — 1,080 (4) 21,605 (5) 1,080 (6) — 32,265 (7) — 779 (9) 31,191 (10) |
— — — — — — — — 14,688 293,828 14,688 — 438,804 — 10,594 424,198 |
OPTION AWARDS |
STOCK AWARDS |
|||||||||||||||||||||||||
NAME |
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) |
EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) |
OPTION EXPIRATION DATE |
OPTION EXERCISE PRICE ($) |
NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) |
MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (1) |
EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) |
EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (1) |
||||||||||||||||||
Thomas Jenkin |
363,541 37,500 88,000 50,040 — — — — — — — — — — — |
35,947 (11) — — — — — — — — — — — — — — |
8/21/2022 6/28/2023 5/7/2024 5/29/2025 — — — — — — — — — — — |
8.22 9.45 9.45 9.36 — — — — — — — — — — — |
— — — — 198,194 (12) 58,643 (13) 27,855 (3) — — — 111,275 (14) — 17,619 (8) — — |
— — — — 2,695,438 797,545 378,828 — — — 1,513,340 — 239,618 — — |
— — — — — — — 1,466 (4) 29,321 (5) 1,466 (6) — 38,370 (7) — 927 (9) 37,092 (10) |
— — — — — — — 19,938 398,766 19,938 — 521,832 — 12,607 504,451 |
||||||||||||||||||
Timothy Donovan |
— |
9,737 (11) |
8/21/2022 |
8.22 |
— 19,059 (3) — — — — 11,817 (8) — — |
— 259,202 — — — — 160,711 — — |
— — 1,003 (4) 20,062 (5) 1,003 (6) 25,733 (7) — 621 (9) 24,876 (10) |
— — 13,641 272,843 13,641 349,969 — 8,446 338,314 |
||||||||||||||||||
Les Ottolenghi |
— |
— |
— |
— |
14,661 (3) — — — |
199,390 — — — |
— 771 (4) 15,433 (5) 771 (6) |
— 10,486 209,889 10,486 |
||||||||||||||||||
Christopher Holdren |
— |
— |
— |
— |
71,670 (15) 31,251 (13) 14,844 (3) — — — 69,506 (14) 11,005 (8) — — — |
974,712 425,014 201,878 — — — 945,282 149,668 — — — |
— — — 781 (4) 15,625 (5) 781 (6) — — 579 (9) 23,169 (10) 23,967 (7) |
— — — 10,622 212,500 10,622 — — 7,874 315,098 325,951 |
||||||||||||||||||
Monica Digilio |
— |
— |
— |
— |
28,366 (16) 51,665 (14) 8,181 (8) — — — |
385,778 702,644 111,262 — — — |
— — — 430 (9) 17,222 (10) 17,815 (7) |
— — — 5,848 234,219 242,284 |
(1) |
Market value is determined based on the closing price of our common stock on December 31, 2019 or $13.60 per share. |
(2) |
200,000 of the options vest based on the achievement of a $15.00 stock price target. |
(3) |
Represents PSUs granted April 2, 2018 with respect to which the performance goals have been attained and vested on April 2, 2020. |
(4) |
Represents the remaining 5% of the second tranche of the PSUs granted on April 2, 2018 which remain outstanding and are eligible to vest on April 2, 2021 based on the achievement of certain Company cumulative EBITDA goals. The number of PSUs shown represents the number of performance shares remaining in the second tranche that may be earned during the performance periods based on target performance. |
(5) |
Represents PSUs granted on April 2, 2018 which are eligible to vest on April 2, 2021 based on achievement of certain Company EBITDA goals. The number of PSUs shown represents the number of performance shares that may be earned during the performance period based on target performance. |
(6) |
Represents the remaining 5% of the first tranche of the PSUs granted on April 2, 2018 which remain outstanding and are eligible to vest on April 2, 2021 based on the achievement of certain Company cumulative EBITDA goals. The number of PSUs shown represents the number of performance shares remaining in the first tranche that may be earned during the performance periods based on target performance. |
(7) |
Represents PSUs granted on March 28, 2019 which are eligible to vest on March 28, 2022 based on achievement of certain Company rTSR goals. The number of PSUs shown represents the number of performance shares that may be earned during the performance period based on target performance. |
(8) |
Represents PSUs granted on March 28, 2019 with respect to which the performance goals have been attained and vested on March 28, 2020. |
(9) |
Represents the remaining 5% of the first tranche of the PSUs granted on March 28, 2019 which remain outstanding and are eligible to vest on March 28, 2022 based on the achievement of certain Company cumulative EBITDA goals. The number of PSUs shown represents the number of performance shares remaining in the first tranche that may be earned during the performance periods based on target performance. |
(10) |
Represents PSUs granted on March 28, 2019, 50% of which are eligible to vest on March 28, 2021 and March 28, 2022, respectively, based on achievement of certain Company EBITDA goals. The number of PSUs shown represents the number of performance shares that may be earned during the performance periods based on target performance. |
(11) |
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 $35. |
(12) |
One-half of RSUs vest on October 6, 2020 and 2021, respectively. |
(13) |
One-half of RSUs vest on April 2, 2020 and 2021, respectively. |
(14) |
33% of RSUs vest on March 28 of each 2020, 2021 and 2022, respectively. |
(15) |
50% of RSUs vest on November 1, 2020 and 2021, respectively. |
(16) |
50% of RSUs vest on September 24, 2020 and 2021, respectively. |
OPTION AWARDS |
STOCK AWARDS |
|||||||||||||||
NAME |
NUMBER OF SHARES EXERCISED (#) |
VALUE REALIZED ON EXERCISE (1) ($) |
NUMBER OF SHARES VESTING (#) |
VALUE REALIZED ON VESTING (2) ($) |
||||||||||||
Anthony Rodio |
— |
— |
— |
— |
||||||||||||
Mark Frissora |
800,000 |
9,208,000 |
1,859,834 |
17,180,312 |
||||||||||||
Eric Hession |
— |
— |
169,904 |
1,682,622 |
||||||||||||
Thomas Jenkin |
— |
— |
259,900 |
2,570,833 |
||||||||||||
Christopher Holdren |
— |
— |
66,303 |
711,595 |
||||||||||||
Monica Digilio |
— |
— |
14,183 |
166,367 |
||||||||||||
Timothy Donovan |
163,445 |
1,869,811 |
388,351 |
3,507,832 |
||||||||||||
Les Ottolenghi |
— |
— |
340,073 |
4,091,940 |
(1) |
Value represents the difference between the fair market value of our stock underlying the options at exercise and the exercise price of the option. |
(2) |
Value realized is calculated as the number of shares vested times the closing price of our common stock on the date vested. |
NAME |
PLAN |
EXECUTIVE CONTRIBUTIONS IN 2019 (1) ($) |
COMPANY’S CONTRIBUTIONS IN 2019 (1) ($) |
AGGREGATE EARNINGS IN 2019 (1) ($) |
AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) |
AGGREGATE BALANCE AT DECEMBER 31, 2019 ($) |
||||||||||||||||||
Eric Hession |
Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II |
— |
— |
41,425 |
— |
190,849 |
||||||||||||||||||
Thomas Jenkin |
Harrah’s Entertainment, Inc. Executive Deferred Compensation Plan |
— |
— |
1,588,967 |
— |
14,066,252 |
(1) |
The following deferred compensation contribution and earnings amount were reported in the 2019 Summary Compensation Table. |
NAME |
CONTRIBUTIONS IN 2019 ($) |
ABOVE MARKET EARNINGS IN 2019 ($) (1) |
||||||
Eric Hession |
— |
— |
||||||
Thomas Jenkin |
— |
536,268 |
(1) |
All other earnings were at market rates from deferred compensation investments directed by the executive. |
NAME OF FUND |
2019 RATE OF RETURN |
|||
500 Index Trust B |
31.16 |
% | ||
Aggressive Growth Lifecycle |
24.84 |
% | ||
American International Trust |
22.40 |
% | ||
BlackRock Small Cap Index |
24.80 |
% | ||
Capital Appreciation Trust |
32.88 |
% | ||
Conservative Lifecycle |
13.89 |
% | ||
Diversified Bond |
13.00 |
% | ||
Equity-Income Trust |
26.47 |
% | ||
Growth Lifecycle |
21.88 |
% | ||
Inflation Managed |
8.64 |
% | ||
International Equity Index Trust B |
21.44 |
% | ||
Mid Cap Stock Trust |
34.63 |
% | ||
Mid Value Trust |
19.49 |
% | ||
Moderate Lifecycle |
17.57 |
% | ||
Money Market Trust |
1.97 |
% | ||
PSF Real Estate |
31.28 |
% | ||
Small Cap Stock Trust |
38.1 |
% | ||
Small Cap Value Trust |
26.62 |
% |
COMPENSATION |
VOLUNTARY TERMINATION ($) |
RETIREMENT ($) |
INVOLUNTARY NOT FOR CAUSE OR GOOD REASON TERMINATION ($) |
FOR CAUSE TERMINATION ($) |
INVOLUNTARY OR GOOD REASON TERMINATION (CHANGE IN CONTROL) ($) |
DISABILITY ($) |
DEATH ($) |
|||||||||||||||||||||
Severance Payment |
— |
— |
1,500,000 |
— |
3,000,000 |
— |
— |
|||||||||||||||||||||
Short-Term Incentive(5) |
— |
— |
1,972,602 |
— |
1,972,602 |
(8) |
— |
— |
||||||||||||||||||||
Accelerated Vesting of Stock and/or Cash Award (4) |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||
Benefits and Perquisites: |
||||||||||||||||||||||||||||
Post-retirement Health Care (1) |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||
Medical Benefits |
— |
— |
14,749 |
— |
14,749 |
14,749 |
— |
|||||||||||||||||||||
Life and Accident Insurance and Benefits (2) |
— |
— |
9,286 |
— |
9,286 |
9,286 |
3,500,000 |
|||||||||||||||||||||
Accrued Benefits Under Savings and Retirement Plan (3) |
8,400 |
8,400 |
8,400 |
8,400 |
8,400 |
8,400 |
8,400 |
|||||||||||||||||||||
Totals |
8,400 |
8,400 |
3,505,037 |
8,400 |
5,005,037 |
32,435 |
3,508,400 |
|||||||||||||||||||||
COMPENSATION |
VOLUNTARY TERMINATION ($) |
RETIREMENT ($) |
INVOLUNTARY NOT FOR CAUSE OR GOOD REASON TERMINATION ($) |
FOR CAUSE TERMINATION ($) |
INVOLUNTARY OR GOOD REASON TERMINATION (CHANGE IN CONTROL) ($) |
DISABILITY ($) |
DEATH ($) |
|||||||||||||||||||||
Severance Payment |
— |
— |
1,222,500 |
— |
1,222,500 |
1,222,500 |
— |
|||||||||||||||||||||
Short-Term Incentive (5) |
— |
— |
900,000 |
— |
1,802,956 |
(9) |
900,000 |
900,000 |
||||||||||||||||||||
Accelerated Vesting of Stock and/or Cash Award (4) |
— |
— |
— |
— |
2,347,659 |
— |
— |
|||||||||||||||||||||
Benefits and Perquisites: |
||||||||||||||||||||||||||||
Post-retirement Health Care (1) |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||
Medical Benefits |
— |
— |
22,588 |
— |
22,588 |
— |
— |
|||||||||||||||||||||
Life and Accident Insurance and Benefits (2) |
— |
— |
8,740 |
— |
8,740 |
8,740 |
2,207,000 |
|||||||||||||||||||||
Accrued Benefits Under Savings and Retirement Plan (3) |
8,400 |
8,400 |
8,400 |
8,400 |
8,400 |
8,400 |
8,400 |
|||||||||||||||||||||
Totals |
8,400 |
8,400 |
2,162,228 |
8,400 |
5,412,843 |
2,139,640 |
(6) |
3,115,400 |
||||||||||||||||||||
COMPENSATION |
VOLUNTARY TERMINATION ($) |
RETIREMENT ($) |
INVOLUNTARY NOT FOR CAUSE OR GOOD REASON TERMINATION ($) |
FOR CAUSE TERMINATION ($) |
INVOLUNTARY OR GOOD REASON TERMINATION (CHANGE IN CONTROL) ($) |
DISABILITY ($) |
DEATH ($) |
|||||||||||||||||||||
Severance Payment |
— |
— |
1,938,404 |
— |
1,938,404 |
1,938,404 |
— |
|||||||||||||||||||||
Short-Term Incentive (5) |
— |
— |
1,868,488 |
(10) |
— |
1,868,488 |
(10) |
900,000 |
900,000 |
|||||||||||||||||||
Accelerated Vesting of Stock and/or Cash Award (4) |
— |
— |
— |
— |
2,791,849 |
— |
— |
|||||||||||||||||||||
Benefits and Perquisites: |
||||||||||||||||||||||||||||
Post-retirement Health Care (1) |
119,573 |
119,573 |
119,573 |
— |
119,573 |
119,573 |
— |
|||||||||||||||||||||
Medical Benefits |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||
Life and Accident Insurance and Benefits (2) |
— |
— |
13,957 |
— |
13,957 |
13,957 |
3,500,000 |
|||||||||||||||||||||
Accrued Benefits Under Savings and Retirement Plan (3) |
5,700 |
5,700 |
5,700 |
5,700 |
5,700 |
5,700 |
5,700 |
|||||||||||||||||||||
Totals |
125,273 |
125,273 |
3,946,122 |
5,700 |
6,737,971 |
2,977,634 |
(7) |
4,405,700 |
||||||||||||||||||||
COMPENSATION |
VOLUNTARY TERMINATION ($) |
RETIREMENT ($) |
INVOLUNTARY NOT FOR CAUSE OR GOOD REASON TERMINATION ($) |
FOR CAUSE TERMINATION ($) |
INVOLUNTARY OR GOOD REASON TERMINATION (CHANGE IN CONTROL) ($) |
DISABILITY ($) |
DEATH ($) |
|||||||||||||||||||||
Severance Payment |
— |
— |
1,037,813 |
— |
1,037,813 |
1,037,813 |
— |
|||||||||||||||||||||
Short-Term Incentive (5) |
— |
— |
800,000 |
— |
1,408,524 |
(11) |
800,000 |
800,000 |
||||||||||||||||||||
Accelerated Vesting of Stock and/or Cash Award (4) |
— |
— |
— |
— |
1,743,874 |
— |
— |
|||||||||||||||||||||
Benefits and Perquisites: |
||||||||||||||||||||||||||||
Post-retirement Health Care (1) |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||
Medical Benefits |
— |
— |
15,715 |
— |
15,715 |
15,715 |
— |
|||||||||||||||||||||
Life and Accident Insurance and Benefits (2) |
— |
— |
6,169 |
— |
6,169 |
6,169 |
2,076,000 |
|||||||||||||||||||||
Accrued Benefits Under Savings and Retirement Plan (3) |
8,400 |
8,400 |
8,400 |
8,400 |
8,400 |
8,400 |
8,400 |
|||||||||||||||||||||
Totals |
8,400 |
8,400 |
1,868,097 |
8,400 |
4,220,495 |
1,868,097 |
2,884,400 |
|||||||||||||||||||||
COMPENSATION |
VOLUNTARY TERMINATION ($) |
RETIREMENT ($) |
INVOLUNTARY NOT FOR CAUSE OR GOOD REASON TERMINATION ($) |
FOR CAUSE TERMINATION ($) |
INVOLUNTARY OR GOOD REASON TERMINATION (CHANGE IN CONTROL) ($) |
DISABILITY ($) |
DEATH ($) |
|||||||||||||||||||||
Severance Payment |
— |
— |
885,000 |
— |
885,000 |
885,000 |
||||||||||||||||||||||
Short-Term Incentive (5) |
— |
— |
432,500 |
— |
963,000 |
(12) |
432,500 |
432,500 |
||||||||||||||||||||
Accelerated Vesting of Stock and/or Cash Award (4) |
— |
— |
— |
— |
1,296,257 |
— |
— |
|||||||||||||||||||||
Benefits and Perquisites: |
||||||||||||||||||||||||||||
Post-retirement Health Care (1) |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||
Medical Benefits |
— |
— |
15,746 |
— |
15,746 |
15,746 |
— |
|||||||||||||||||||||
Life and Accident Insurance and Benefits (2) |
— |
— |
5,397 |
— |
5,397 |
5,397 |
1,770,000 |
|||||||||||||||||||||
Accrued Benefits Under Savings and Retirement Plan (3) |
8,400 |
8,400 |
8,400 |
8,400 |
8,400 |
8,400 |
8,400 |
|||||||||||||||||||||
Totals |
8,400 |
8,400 |
1,347,043 |
8,400 |
3,173,800 |
1,347,043 |
2,210,900 |
|||||||||||||||||||||
(1) |
Reflects the estimated present value of all future benefits under our health plans. |
(2) |
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. |
(3) |
Reflects the employer match portion for the Company’s 401(k) Plan. |
(4) |
Represents the value associated with the vesting of all outstanding RSUs and PSUs from the 2019 Annual Grant as of December 31, 2019 valued at the closing price of the Company’s common stock as of December 31, 2019 ($13.60). |
(5) |
Represents the actual bonus payment for the year ended December 31, 2019. |
(6) |
Total disability amount for Mr. Hession excludes long-term disability insurance payments of $25,000 per month. |
(7) |
Total disability amount for Mr. Jenkin is reduced by long-term disability insurance payments of $25,000 per month, for 18 months. |
(8) |
Under the Merger Agreement with ERI, Mr. Rodio is eligible for a pro-rated bonus if he is terminated without cause or terminated for good reason in relation to the Change in Control. |
(9) |
Under the Merger Agreement with ERI, Mr. Hession is eligible for a pro-rated bonus if he is terminated without cause or terminated for good reason (in each case, as defined in Mr. Hession’s employment agreement) in relation to the Change in Control. $1,802,596 is comprised of the pro-rata bonus ($902,596) and a cash incentive under the 2017 PIP of $900,000. |
(10) |
Under Mr. Jenkin’s employment agreement, he is eligible for a pro-rated bonus if he is terminated without cause or terminated for good reason. $1,868,488 is comprised of the pro-rata bonus ($968,488) and a cash incentive under the 2017 PIP of $900,000. |
(11) |
Under the Merger Agreement with ERI, Mr. Holdren is eligible for a pro-rated bonus if he is terminated without cause or terminated for good reason (in each case, as defined in Mr. Holdren’s employment agreement) in relation to the Change in Control. $1,408,524 is comprised of the pro-rata bonus ($608,524) and a cash incentive under the 2017 PIP of $800,000. |
(12) |
Under the Merger Agreement with ERI, Ms. Digilio is eligible for a pro-rated bonus if she is terminated without cause or terminated for good reason (in each case, as defined in Ms. Digilio’s employment agreement) in relation to the Change in Control. $963,000 is comprised of the pro-rata bonus ($530,500) and a cash incentive under the 2017 PIP of $432,500. |
NAME |
NUMBER OF EBITDA PSUs (#) |
VALUE ($) |
||||||
Anthony Rodio |
— |
— |
||||||
Mark Frissora |
287,508 |
3,910,109 |
||||||
Eric Hession |
91,076 |
1,238,634 |
||||||
Thomas Jenkin |
115,746 |
1,574,146 |
||||||
Christopher Holdren |
66,784 |
908,262 |
||||||
Monica Digilio |
25,833 |
351,329 |
||||||
Timothy Donovan |
78,441 |
1,066,798 |
||||||
Les Ottolenghi |
31,636 |
430,250 |
NAME |
NUMBER OF STOCK OPTIONS (#) |
VALUE ($) |
||||||
Anthony Rodio |
— |
— |
||||||
Mark Frissora |
200,000 |
830,000 |
||||||
Eric Hession |
5,191 |
27,893 |
||||||
Thomas Jenkin |
35,947 |
193,395 |
||||||
Christopher Holdren |
— |
— |
||||||
Monica Digilio |
— |
— |
||||||
Timothy Donovan |
9,737 |
52,385 |
||||||
Les Ottolenghi |
— |
— |
NAME |
NUMBER OF TIME- BASED RSUs (#) |
NUMBER OF MARKET-BASED PSUs(#) |
AGGREGATE VALUE ($) |
|||||||||
Anthony Rodio |
— |
— |
— |
|||||||||
Mark Frissora |
— |
45,554 |
619,534 |
|||||||||
Eric Hession |
266,847 |
32,265 |
4,067,923 |
|||||||||
Thomas Jenkin |
368,112 |
38,370 |
5,528,155 |
|||||||||
Christopher Holdren |
172,427 |
23,967 |
2,670,958 |
|||||||||
Monica Digilio |
80,031 |
17,815 |
1,330,706 |
|||||||||
Timothy Donovan |
— |
25,733 |
349,969 |
|||||||||
Les Ottolenghi |
— |
— |
— |
COMPONENT |
PAYABLE TO |
ANNUAL AMOUNT ($) |
||||
Annual retainer |
Each non-employee Director |
100,000 |
||||
Audit Committee service |
Each Audit Committee member |
25,000 |
||||
Compensation Committee service |
Each Compensation Committee member |
15,000 |
||||
Governance & Corporate Responsibility Committee service |
Each Governance & Corporate Responsibility Committee member |
15,000 |
||||
Strategy & Finance Committee service |
Each Strategy & Finance Committee member |
25,000 |
||||
Transaction Committee service |
Each Transaction Committee member (non-chair) |
50.000 |
||||
Chairman service |
Chairman of the Board |
100,000 |
||||
Chair of Transaction Committee |
100,000 |
|||||
Chair of each other Board Committee |
15,000 |
|||||
Annual equity grant |
Chairman of the Board |
205,000 |
||||
Each other non-employee Director |
155,000 |
• | Chairman of the board or committee: $2,500 |
• | Member of the board or committee: $1,500 |
• | Chairman of the board or committee: $2,000 |
• | Member of the board or committee: $1,000 |
NAME |
FEES EARNED OR PAID IN CASH ($) |
STOCK AWARDS (1) |
ALL OTHER COMPENSATION ($) |
TOTAL ($) |
||||||||||||
Thomas Benninger |
215,000 |
155,006 |
436 |
370,442 |
||||||||||||
John Boushy (2) |
22,167 |
25,484 |
— |
47,651 |
||||||||||||
Juliana Chugg |
140,000 |
103,200 |
5,263 |
248,463 |
||||||||||||
Denise Clark |
162,083 |
103,200 |
4,003 |
269,286 |
||||||||||||
Keith Cozza (3) |
181,667 |
129,954 |
— |
311,621 |
||||||||||||
John Dionne |
155,000 |
155,006 |
243 |
310,249 |
||||||||||||
Matthew Ferko (2) |
25,333 |
25,484 |
— |
50,817 |
||||||||||||
James Hunt |
215,000 |
205,010 |
2,071 |
422,081 |
||||||||||||
Jan Jones Blackhurst (4) |
25,000 |
39,073 |
3,552 |
67,625 |
||||||||||||
Don Kornstein |
259,792 |
155,006 |
492 |
415,290 |
||||||||||||
Courtney Mather (3) |
181,667 |
129,954 |
1,168 |
312,789 |
||||||||||||
James Nelson (3) |
116,167 |
129,954 |
1,198 |
247,319 |
||||||||||||
David Sambur (5) |
52,472 |
— |
— |
52,472 |
||||||||||||
Richard Schifter (6) |
113,681 |
155,006 |
2,885 |
271,572 |
||||||||||||
Christopher Williams (2)(7) |
19,167 |
25,484 |
— |
44,651 |
(1) |
Includes (1) an equity grant in consideration of Board service for the period of January through February 2019 with the number of shares granted determined by dividing the grant date value of the award ($25,479) by $8.97, the closing price of the Company’s common stock on March 1, 2019, the date of grant, rounded up to the nearest whole share for Messrs. Boushy, Ferko and Williams; (2) an equity grant in consideration of Board service for the period of March through June of 2019 with the number of shares granted determined by dividing the grant date value of the award ($49,260) by $9.13, the closing price of the Company’s common stock on June 6, 2019, the date of grant, rounded up to the nearest whole share for Messrs. Cozza, Mather and Nelson; (3) an equity grant for Ms. Blackhurst in consideration of Board service for the period of October through December of 2019 with the number of shares granted determined by dividing the grant date value of the award ($39,068) by $11.73, the closing price of the Company’s common stock on October 1, 2019, the date of grant, rounded up to the nearest whole share; and (4) the annual equity grant for 2019 with the number of shares granted determined by dividing the following grant date values of the awards by $12.09, the closing price of the Company’s common stock on July 2, 2019, the date of grant, rounded up to the nearest whole share: $205,000 for Mr. Hunt, $155,000 each for Messrs. Benninger, Dionne, Kornstein and Schifter, and $103,192 each for Mses. Chugg and Clark, and $80,685 for Messrs. Cozza, Mather and Nelson. As of December 31, 2019, Ms. Blackhurst held 154,857 outstanding performance share units and stock options. None of the other members of our Board held unvested awards as of December 31, 2019. |
(2) |
Messrs. John Boushy, Matthew Ferko, and Christopher Williams resigned from the Board effective March 1, 2019. |
(3) |
Messrs. Keith Cozza, Courtney Mather, and James Nelson were appointed to the Board on March 1, 2019. |
(4) |
Ms. Jones Blackhurst was appointed to the Board to fill the vacancy resulting from Mr. Schifter’s resignation, effective as of September 5, 2019. Ms. Blackhurst continued her role as Executive Vice President, Public Policy & Corporate Responsibility of the Company until October 1, 2019, at which time her employment with the Company ceased. In addition to the compensation received by Ms. Jones Blackhurst as a member of the Board, she also received $2,928,271, which included $1,296,880, consisting of (i) $665,738 in cash severance payments, (ii) $282,161 related to PSUs granted during 2019 (with the value for the PSUs calculated based on target attainment of the goals and the closing price of our common stock of $11.66 as of her last day of employment at the Company on September 30, 2019. This includes only the acceleration of those equity awards for which the performance goals had not been established and such the grant date fair value was not determined during her active employment.), (iv) $250,000 in accelerated vesting of cash awards, and (v) $98,981 in estimated lifetime medical and welfare benefits, in each case, pursuant to her Separation and General Release Agreement with the Company. |
(5) |
Mr. Sambur is an employee of Apollo (as defined in this Amendment). Pursuant to Apollo Management Group’s internal policies, Mr. Sambur assigned the right to receive compensation as a director in favor of an affiliate designated by Apollo. Mr. Sambur resigned from the Board effective April 4, 2019. |
(6) |
Mr. Schifter resigned from the Board effective September 5, 2019. |
(7) |
Mr. Williams had a total of 14,453 options on March 1, 2019 all of which were exercisable. |
• | As of November 14, 2017 (the “determination date”), our total U.S. and non-U.S. employee population consisted of 51,965 individuals. Employees who had no hours worked for pay periods ending within two weeks before the determination date were not considered in this analysis. |
• | We used this total number of employees to calculate the number of employees excludable under the “de minimis” exemption. As permitted by applicable SEC rules, in identifying the median employee, we used the “de minimis” exemption to exclude from our employee population approximately 2,523 employees, or 4.86% of our global workforce, as follows: |
COUNTRY OR TERRITORY |
NUMBER OF EMPLOYEES |
PERCENTAGE OF WORKFORCE |
||||||
United Kingdom |
1,499 |
2.88 |
% | |||||
Egypt |
431 |
0.83 |
% | |||||
South Africa |
585 |
1.13 |
% | |||||
Hong Kong |
8 |
0.02 |
% | |||||
Total |
2,523 |
4.86 |
% |
• | We used total cash compensation (which consisted of base salary, overtime pay, bonus, the Company’s contribution to health & welfare premiums, and the Company’s 401(k) match contribution) as our consistently applied compensation measure to identify the median employee. Compensation was annualized for permanent employees who joined Caesars in 2019. This was calculated using the same methodology that was used to calculate Mr. Rodio’s annualized total compensation in “Summary Compensation Table”. |
ITEM 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
• | 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 |
||||||||
Carl C. Icahn (1) |
119,975,363 |
17.39 |
% | |||||
BlackRock Inc. (2) |
64,824,871 |
9.47 |
% | |||||
Vanguard Group (3) |
49,896,557 |
7.29 |
% | |||||
Pacific Investment Management Co. (4) |
49,884,178 |
7.18 |
% | |||||
Canyon Capital Advisors LLC (5) |
45,454,371 |
6.65 |
% | |||||
Non-Employee Directors |
||||||||
Thomas Benninger (6) |
60,960 |
* |
||||||
Juliana Chugg |
32,273 |
* |
||||||
Denise Clark (7) |
16,780 |
* |
||||||
Keith Cozza (8) |
12,070 |
* |
||||||
John Dionne |
28,960 |
* |
||||||
James Hunt (9) |
38,303 |
* |
||||||
Jan Jones Blackhurst (10) |
403,877 |
* |
||||||
Don Kornstein |
116,373 |
* |
||||||
Courtney Mather (11) |
12,070 |
* |
||||||
James Nelson |
12,070 |
* |
||||||
Named Executive Officers |
||||||||
Anthony Rodio |
— |
* |
||||||
Timothy Donovan (12) |
738,569 |
* |
||||||
Mark Frissora (12)(14) |
2,828,188 |
* |
||||||
Eric Hession (13) |
505,541 |
* |
||||||
Christopher Holdren |
118,656 |
* |
||||||
Monica Digilio |
26,944 |
* |
||||||
Thomas Jenkin (13) |
1,123,023 |
* |
||||||
Les Ottolenghi (12) |
143,784 |
* |
||||||
All current directors and executive officers as a group (13)(15) |
3,155,506 |
* |
* | Indicates less than 1%. |
(1) |
Based on the Schedule 13D/A filed with the SEC August 8, 2019 by Carl C. Icahn (together with the Schedule 13D filed with the SEC by Mr. Icahn on February 19, 2019 and all subsequent amendments thereto, the “Schedule 13D”), Mr. Icahn and the following entities associated with Mr. Icahn may be deemed to beneficially own, in the aggregate, 119,975,363 shares of Company common stock (including 5,724,421 shares underlying the Convertible Bonds): High River Limited Partnership (“High River”), Hopper Investments LLC (“Hopper”), Barberry Corp. (“Barberry”), Icahn Partners Master Fund LP (“Icahn Master”), Icahn Offshore LP (“Icahn Offshore”), Icahn Partners LP (“Icahn Partners”), Icahn Onshore LP (“Icahn Onshore”), Icahn Capital LP (“Icahn Capital”), IPH GP LLC (“IPH”), Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), Beckton Corp. (“Beckton”). |
(2) |
Based on the Schedule 13G/A filed with the SEC on February 7, 2020 by BlackRock Inc. (“BlackRock”), BlackRock Inc. beneficially owns an aggregate of 64,824,871 shares of Company common stock which includes 61,973,017 as to which BlackRock has sole voting power, 64,212,444 as to which BlackRock has sole dispositive voting power and 612,427 shares underlying the Convertible Bonds. The principal business address of BlackRock, Inc. is 55 East 52 nd Street, New York, New York 10055. |
(3) |
Based on the Schedule 13G filed with the SEC on February 10, 2020 by The Vanguard Group (“Vanguard”), Vanguard beneficially owns an aggregate of 49,896,557 shares of Company common stock which includes 286,480 shares as to which Vanguard has sole voting power, 89,950 shares as to which Vanguard has shared voting power, 49,589,624 shares as to which Vanguard has sole dispositive power and 306,933 shares as to which Vanguard has shared dispositive power. The principal business address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
(4) |
Based on the Schedule 13G filed with the SEC on February 13, 2020 by Pacific Investment Management Company LLC (“Pacific”), Pacific has sole voting and dispositive power over 49,872,473 shares. Pacific holds 38,655,280 shares of common stock and 11,198,898 shares underlying the Convertible Bonds. The principal business address of Pacific is 650 Newport Center Drive, Newport Beach, California 92660. |
(5) |
Based on the Schedule 13G/A filed with the SEC on February 14, 2020 by Canyon Capital Advisors, LLC, Canyon Capital Advisors, LLC has sole voting and dispositive power over such shares and Mitchell R. Julis and Joshua S. Friedman share voting and dispositive power over such shares. The principal business address of Canyon Capital Advisors, LLC is 2000 Avenue of the Stars, 11th Floor, Los Angeles, California 90067. |
(6) |
Represents shares of Caesars common stock owned directly by Mr. Benninger and indirectly by Mr. Benninger through the Thomas M. Benninger Revocable Trust. |
(7) |
Includes 8,536 shares of Caesars common stock awarded in 2019 with respect to which Ms. Clark has elected to defer receipt until her separation from service on the Caesars Board under the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan. |
(8) |
Includes 12,070 shares of Caesars common stock awarded in 2019 with respect to which Mr. Cozza has elected to defer receipt until his separation from service on the Caesars Board under the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan. |
(9) |
Includes 12,379 shares of Caesars common stock awarded in 2019 with respect to which Mr. Hunt has elected to defer receipt until his separation from service on the Caesars Board under the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan. |
(10) |
Includes132,711 stock options that are exercisable; Ms. Jones Blackhurst was appointed to the Caesars Board effective September 5, 2019 and commenced service on October 2, 2019. |
(11) |
Includes 12,070 shares of Caesars common stock awarded in 2019 with respect to which Mr. Mather has elected to defer receipt until his separation from service on the Caesars Board under the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan. |
(12) |
Mr. Donovan resigned from the Company effective June 6, 2019; Mr. Frissora resigned from the Company effective April 30, 2019; and Mr. Ottolenghi resigned effective November 15, 2019. |
(13) |
Includes common stock that may be acquired within 60 days of April 10, 2020 pursuant to outstanding stock options: Mr. Hession, 86,598 shares; Mr. Jenkin, 539,081; and 774,921 shares for all directors and executive officers as a group. |
(14) |
Includes 1,039,089 shares directly held in a trust and 1,900 shares held by Mr. Frissora’s daughter, of which Mr. Frissora disclaims beneficial ownership as of his last day of employment April 30, 2019. |
(15) |
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. |
ITEM 13. |
Certain Relationships and Related Transactions, and Director Independence |
• | 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 Compensation Committee; |
• | Transactions where the interest of the related party arises only from (a) the related party’s position as a director on the board of another corporation that is a party to the transaction; (b) direct or indirect ownership by the related party and all other related parties, in the aggregate, of less than 5% of the another person (other than a partnership) which is a party to the transaction; or (c) the related party’s position as a partner in a partnership in which all related parties, in the aggregate, have an interest of less than 5% and the related party 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. |
ITEM 14. |
Principal Accounting Fees and Services |
(IN THOUSANDS) |
2019 ($) |
2018 ($) |
||||||
Audit Fees (1) |
10,632.8 |
14,037.9 |
||||||
Audit-Related Fees (2) |
986.9 |
860.7 |
||||||
Tax Fees (3) |
134.3 |
414.4 |
||||||
All Other Fees (4) |
— |
165.6 |
||||||
Total |
11,754 |
15,478.6 |
||||||
(1) | Audit Fees include: |
• | 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; |
• | Consultations related to accounting and reporting standards; |
• | Consents and other services related to SEC matters and debt offerings; and |
• | Related out-of-pocket expenses. |
(2) | Audit-Related Fees include: |
• | Quarterly revenue and compliance audits performed at certain of our properties as required by state gaming regulations; |
• | Agreed-upon procedures engagements; and |
• | Related out-of-pocket expenses. |
(3) | Tax Fees include: |
• | Fees for tax compliance services totaled $0 and $5,000 in 2019 and 2018, 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 $134,000 and $320,000 in 2019 and 2018, 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 review of tax provision software processes; |
iii. | Tax advice related to applicability of repairs and maintenance deductions; |
iv. | Tax advice related to research and development activities and expenditures related to IRC Section 41; |
v. | Tax advice related to cost segregation services; |
vi. | Tax advice related to transfer pricing; and |
vii. | Tax advice related to an intragroup restructuring. |
• | Ratio of Tax planning and Advice Fees to Audit Fees, Audit-Related Fees, and Tax Compliance Fees: |
○ |
2019 0.013:1 |
○ |
2018 0.021:1 |
(4) | All Other Fees include: |
• | Fees for advice related to our enterprise risk management assessment and other general policies and procedures. |
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. |
ITEM 15. |
Exhibits, Financial Statement Schedules |
1. | Financial Statements. |
2. | Financial Statement Schedules. |
3. | Exhibits |
Incorporated by Reference |
||||||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Filed Herewith |
Form |
Period Ending |
Exhibit |
Filing Date |
||||||||||||||||||
2.1 |
— |
8-K |
— |
2.1 |
7/11/2016 |
|||||||||||||||||||
2.2 |
— |
8-K |
— |
2.1 |
2/21/2017 |
|||||||||||||||||||
2.3 |
— |
S-4/A |
— |
2.6 |
6/5/2017 |
|||||||||||||||||||
2.4 |
— |
8-K |
— |
2.1 |
7/12/2018 |
|||||||||||||||||||
2.5 |
— |
8-K |
— |
2.2 |
7/12/2018 |
|||||||||||||||||||
2.6 |
— |
8-K |
— |
2.1 |
6/25/2019 |
|||||||||||||||||||
2.7 |
— |
8-K |
— |
2.1 |
8/16/2019 |
|||||||||||||||||||
3.1 |
— |
10-K |
12/31/2011 |
3.7 |
3/15/2012 |
|||||||||||||||||||
3.2 |
— |
S-8 |
— |
4.2 |
10/6/2017 |
|||||||||||||||||||
3.3 |
— |
S-8 |
— |
4.3 |
10/6/2017 |
|||||||||||||||||||
3.4 |
— |
S-8 |
— |
4.4 |
10/6/2017 |
|||||||||||||||||||
3.5 |
— |
10-Q |
— |
3.1 |
5/2/2019 |
|||||||||||||||||||
3.6 |
— |
8-K |
— |
3.1 |
7/2/2019 |
|||||||||||||||||||
3.7 |
— |
8-K |
— |
3.2 |
7/2/2019 |
|||||||||||||||||||
4.1 |
— |
8-K |
— |
4.1 |
10/13/2017 |
Incorporated by Reference |
||||||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Filed Herewith |
Form |
Period Ending |
Exhibit |
Filing Date |
||||||||||||||||||
4.2 |
— |
8-K |
— |
4.1 |
10/16/2017 |
|||||||||||||||||||
4.3 |
— |
8-K |
— |
4.1 |
12/22/2017 |
|||||||||||||||||||
4.4 |
— |
8-K |
— |
4.1 |
11/29/2019 |
|||||||||||||||||||
10.1 |
— |
8-K |
— |
10.1 |
12/22/2017 |
|||||||||||||||||||
10.2 |
— |
8-K |
— |
10.1 |
10/16/2017 |
|||||||||||||||||||
10.3 |
— |
8-K |
— |
10.19 |
10/13/2017 |
|||||||||||||||||||
†10.4 |
— |
10-Q |
6/30/2007 |
10.69 |
8/9/2007 |
|||||||||||||||||||
†10.5 |
— |
10-Q |
6/30/2007 |
10.70 |
8/9/2007 |
|||||||||||||||||||
†10.6 |
— |
10-Q |
6/30/2007 |
10.71 |
8/9/2007 |
|||||||||||||||||||
†10.7 |
— |
10-Q |
6/30/2007 |
10.72 |
8/9/2007 |
|||||||||||||||||||
†10.8 |
— |
10-Q |
6/30/2007 |
10.73 |
8/9/2007 |
|||||||||||||||||||
†10.9 |
— |
8-K |
— |
10.2 |
2/13/2009 |
|||||||||||||||||||
†10.10 |
— |
10-K |
12/31/2014 |
10.48 |
3/16/2015 |
|||||||||||||||||||
†10.11 |
— |
8-K |
— |
10.20 |
10/13/2017 |
|||||||||||||||||||
10.12 |
— |
8-K |
— |
10.1 |
10/13/2017 |
|||||||||||||||||||
10.13 |
— |
8-K |
— |
10.1 |
12/26/2018 |
Incorporated by Reference |
||||||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Filed Herewith |
Form |
Period Ending |
Exhibit |
Filing Date |
||||||||||||||||||
10.14 |
— |
8-K |
— |
10.2 |
10/13/2017 |
|||||||||||||||||||
**10.15 |
— |
8-K |
— |
10.2 |
12/26/2018 |
|||||||||||||||||||
10.16 |
— |
8-K |
— |
10.3 |
10/13/2017 |
|||||||||||||||||||
**10.17 |
— |
8-K |
— |
10.3 |
12/26/2018 |
|||||||||||||||||||
10.18 |
— |
8-K |
— |
10.4 |
10/13/2017 |
|||||||||||||||||||
10.19 |
— |
8-K |
— |
10.5 |
10/13/2017 |
|||||||||||||||||||
10.20 |
— |
8-K |
— |
10.6 |
10/13/2017 |
|||||||||||||||||||
10.21 |
— |
8-K |
— |
10.5 |
12/26/2018 |
|||||||||||||||||||
10.22 |
— |
8-K |
— |
10.6 |
12/26/2018 |
|||||||||||||||||||
10.23 |
— |
8-K |
— |
10.7 |
10/13/2017 |
|||||||||||||||||||
10.24 |
— |
8-K |
— |
10.8 |
10/13/2017 |
Incorporated by Reference |
||||||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Filed Herewith |
Form |
Period Ending |
Exhibit |
Filing Date |
||||||||||||||||||
10.25 |
— |
8-K |
— |
10.7 |
12/26/2018 |
|||||||||||||||||||
10.26 |
— |
8-K |
— |
10.9 |
10/13/2017 |
|||||||||||||||||||
10.27 |
— |
8-K |
— |
10.8 |
12/26/2018 |
|||||||||||||||||||
10.28 |
— |
8-K |
— |
10.10 |
10/13/2017 |
|||||||||||||||||||
10.29 |
— |
8-K |
— |
10.11 |
10/13/2017 |
|||||||||||||||||||
10.30 |
— |
8-K |
— |
10.1 |
4/16/2018 |
|||||||||||||||||||
10.31 |
— |
8-K |
— |
10.12 |
10/13/2017 |
|||||||||||||||||||
10.32 |
— |
10-Q |
6/30/2018 |
10.2 |
8/1/2018 |
|||||||||||||||||||
*10.33 |
— |
10-Q |
6/30/2018 |
10.3 |
8/1/2018 |
|||||||||||||||||||
10.34 |
— |
10-Q |
6/30/2018 |
10.4 |
8/1/2018 |
|||||||||||||||||||
†10.35 |
— |
8-K |
— |
10.13 |
10/13/2017 |
|||||||||||||||||||
*10.36 |
— |
10-K |
12/31/2017 |
10.42 |
3/8/2018 |
Incorporated by Reference |
||||||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Filed Herewith |
Form |
Period Ending |
Exhibit |
Filing Date |
||||||||||||||||||
*10.37 |
— |
10-K |
12/31/2017 |
10.43 |
3/8/2018 |
|||||||||||||||||||
*10.38 |
— |
10-K |
12/31/2017 |
10.44 |
3/8/2018 |
|||||||||||||||||||
10.39 |
— |
8-K |
— |
10.4 |
12/26/2018 |
|||||||||||||||||||
*10.40 |
— |
10-K |
12/31/2017 |
10.45 |
3/8/2018 |
|||||||||||||||||||
*10.41 |
— |
10-K |
12/31/2017 |
10.46 |
3/8/2018 |
|||||||||||||||||||
*10.42 |
— |
10-K |
12/31/2017 |
10.47 |
3/8/2018 |
|||||||||||||||||||
*10.43 |
— |
10-K |
12/31/2017 |
10.48 |
3/8/2018 |
|||||||||||||||||||
*10.44 |
— |
10-K |
12/31/2017 |
10.49 |
3/8/2018 |
|||||||||||||||||||
*10.45 |
— |
10-K |
12/31/2017 |
10.50 |
3/8/2018 |
|||||||||||||||||||
10.46 |
— |
8-K |
— |
99.1 |
8/17/2016 |
|||||||||||||||||||
*10.47 |
— |
10-Q |
9/30/2019 |
10.1 |
11/5/2019 |
|||||||||||||||||||
*10.48 |
— |
10-Q |
9/30/2019 |
10.2 |
11/5/2019 |
|||||||||||||||||||
10.49 |
— |
10-Q |
9/30/2019 |
10.3 |
11/5/2019 |
|||||||||||||||||||
10.50 |
— |
8-K |
— |
10.1 |
4/6/2020 |
Incorporated by Reference |
||||||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Filed Herewith |
Form |
Period Ending |
Exhibit |
Filing Date |
||||||||||||||||||
10.51 |
— |
8-K |
— |
10.2 |
4/6/2020 |
|||||||||||||||||||
10.52 |
— |
8-K |
— |
10.3 |
4/6/2020 |
|||||||||||||||||||
10.53 |
— |
8-K /A |
— |
10.4 |
4/14/2020 |
|||||||||||||||||||
†10.54 |
— |
S-1/A |
— |
10.78 |
12/28/2011 |
|||||||||||||||||||
†10.55 |
— |
S-1/A |
— |
10.89 |
2/2/2012 |
|||||||||||||||||||
†10.56 |
— |
8-K |
— |
10.1 |
7/25/2012 |
|||||||||||||||||||
†10.57 |
— |
8-K |
— |
10.1 |
5/20/2015 |
|||||||||||||||||||
†10.58 |
— |
8-K |
— |
10.1 |
5/20/2016 |
|||||||||||||||||||
†10.59 |
— |
10-Q |
6/30/2016 |
10.3 |
8/2/2016 |
|||||||||||||||||||
†10.60 |
— |
SC-TO-I |
— |
(d)(3) |
7/25/2012 |
|||||||||||||||||||
†10.61 |
— |
SC-TO-I |
— |
(d)(4) |
7/25/2012 |
|||||||||||||||||||
†10.62 |
— |
10-K |
12/31/2012 |
10.84 |
3/15/2013 |
|||||||||||||||||||
†10.63 |
— |
8-K |
— |
10.1 |
7/2/2013 |
|||||||||||||||||||
†10.64 |
— |
8-K |
— |
10.1 |
1/9/2015 |
|||||||||||||||||||
†10.65 |
— |
S-1/A |
— |
10.75 |
11/16/2010 |
|||||||||||||||||||
†10.66 |
— |
10-K |
— |
10.64 |
3/8/2018 |
|||||||||||||||||||
†10.67 |
— |
SC-TO-I |
— |
(d)(7) |
7/25/2012 |
|||||||||||||||||||
†10.68 |
— |
SC-TO-I |
— |
(d)(8) |
7/25/2012 |
|||||||||||||||||||
†10.69 |
— |
10-K |
12/31/2012 |
10.90 |
3/15/2013 |
Incorporated by Reference |
||||||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Filed Herewith |
Form |
Period Ending |
Exhibit |
Filing Date |
||||||||||||||||||
†10.70 |
— |
10-K |
12/31/2012 |
10.91 |
3/15/2013 |
|||||||||||||||||||
†10.71 |
— |
8-K |
— |
10.1 |
5/27/2016 |
|||||||||||||||||||
†10.72 |
— |
8-K |
— |
10.4 |
7/6/2016 |
|||||||||||||||||||
†10.73 |
— |
8-K |
— |
10.5 |
7/6/2016 |
|||||||||||||||||||
†10.74 |
— |
10-K |
12/31/2014 |
10.106 |
3/16/2015 |
|||||||||||||||||||
†10.75 |
— |
10-Q |
6/30/2015 |
10.5 |
8/6/2015 |
|||||||||||||||||||
†10.76 |
— |
8-K |
— |
10.1 |
7/6/2016 |
|||||||||||||||||||
†10.77 |
— |
10-Q |
3/31/2017 |
10.2 |
5/2/2017 |
|||||||||||||||||||
†10.78 |
— |
10-K |
12/31/2018 |
10.88 |
2/22/2019 |
|||||||||||||||||||
†10.79 |
— |
10-K |
12/31/2018 |
10.89 |
2/22/2019 |
|||||||||||||||||||
†10.80 |
— |
8-K |
— |
10.2 |
11/12/2014 |
|||||||||||||||||||
†10.81 |
— |
10-Q |
3/31/2017 |
10.3 |
5/2/2017 |
|||||||||||||||||||
†10.82 |
— |
8-K |
— |
10.1 |
1/9/2012 |
|||||||||||||||||||
†10.83 |
— |
10-Q |
3/31/2017 |
10.4 |
5/2/2017 |
|||||||||||||||||||
†10.84 |
— |
10-K |
12/31/2012 |
10.87 |
3/15/2013 |
|||||||||||||||||||
†10.85 |
— |
10-Q |
3/31/2017 |
10.5 |
5/2/2017 |
|||||||||||||||||||
†10.86 |
— |
8-K |
— |
10.1 |
8/13/2018 |
Incorporated by Reference |
||||||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Filed Herewith |
Form |
Period Ending |
Exhibit |
Filing Date |
||||||||||||||||||
†10.87 |
— |
8-K |
— |
10.1 |
4/17/2019 |
|||||||||||||||||||
†10.88 |
— |
10-K /A |
12/31/2018 |
10.118 |
4/26/2019 |
|||||||||||||||||||
†10.89 |
— |
10-K /A |
12/31/2018 |
10.119 |
4/26/2019 |
|||||||||||||||||||
†10.90 |
— |
10-K |
12/31/2019 |
10.86 |
2/25/2020 |
|||||||||||||||||||
†10.91 |
— |
10-K |
12/31/2019 |
10.87 |
2/25/2020 |
|||||||||||||||||||
†10.92 |
— |
10-Q |
— |
10.4 |
5/2/2019 |
|||||||||||||||||||
†10.93 |
X |
|||||||||||||||||||||||
†10.94 |
X |
|||||||||||||||||||||||
†10.95 |
X |
|||||||||||||||||||||||
†10.96 |
X |
|||||||||||||||||||||||
†10.97 |
— |
10-K |
12/31/2018 |
10.97 |
2/22/2019 |
|||||||||||||||||||
†10.98 |
— |
8-K |
— |
10.2 |
7/6/2016 |
|||||||||||||||||||
†10.99 |
— |
8-K |
— |
10.3 |
7/6/2016 |
|||||||||||||||||||
†10.100 |
— |
8-K |
— |
10.17 |
10/13/2017 |
|||||||||||||||||||
†10.101 |
— |
8-K |
— |
10.1 |
2/2/2018 |
|||||||||||||||||||
†10.102 |
— |
S-8 |
— |
4.6 |
10/6/2017 |
|||||||||||||||||||
†10.103 |
— |
8-K |
— |
10.1 |
4/6/2018 |
|||||||||||||||||||
†10.104 |
— |
S-8 |
— |
4.7 |
10/6/2017 |
|||||||||||||||||||
†10.105 |
— |
S-8 |
— |
4.8 |
10/6/2017 |
Incorporated by Reference |
||||||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Filed Herewith |
Form |
Period Ending |
Exhibit |
Filing Date |
||||||||||||||||||
†10.106 |
— |
8-K |
— |
10.2 |
4/6/2018 |
|||||||||||||||||||
†10.107 |
— |
8-K |
— |
10.3 |
4/6/2018 |
|||||||||||||||||||
†10.108 |
— |
8-K |
— |
10.4 |
4/6/2018 |
|||||||||||||||||||
†10.109 |
— |
S-8 |
— |
4.1 |
12/13/2018 |
|||||||||||||||||||
†10.110 |
— |
S-8 |
— |
4.2 |
12/13/2018 |
|||||||||||||||||||
†10.111 |
— |
10-K |
12/31/2018 |
10.111 |
2/22/2019 |
|||||||||||||||||||
†10.112 |
— |
10-K |
12/31/2018 |
10.112 |
2/22/2019 |
|||||||||||||||||||
†10.113 |
— |
***8-K |
— |
10.1 |
4/6/2014 |
|||||||||||||||||||
†10.114 |
— |
***8-K |
— |
10.2 |
4/16/2014 |
|||||||||||||||||||
†10.115 |
— |
***8-K |
— |
10.3 |
4/16/2014 |
|||||||||||||||||||
†10.116 |
— |
***8-K |
— |
10.4 |
4/16/2014 |
|||||||||||||||||||
†10.117 |
— |
****8-K |
— |
99.1 |
5/21/2014 |
|||||||||||||||||||
†10.118 |
— |
8-K |
— |
10.1 |
6/25/2019 |
|||||||||||||||||||
14 |
— |
10-K |
12/31/2019 |
14 |
2/25/2020 |
|||||||||||||||||||
21 |
— |
10-K |
12/31/2019 |
21 |
2/25/2020 |
|||||||||||||||||||
23 |
— |
10-K |
12/31/2019 |
23 |
2/25/2020 |
|||||||||||||||||||
31.1 |
— |
10-K |
12/31/2019 |
31.1 |
2/25/2020 |
|||||||||||||||||||
31.2 |
— |
10-K |
12/31/2019 |
31.2 |
2/25/2020 |
|||||||||||||||||||
31.3 |
X |
|||||||||||||||||||||||
31.4 |
X |
|||||||||||||||||||||||
32.1 |
— |
10-K |
12/31/2019 |
32.1 |
2/25/2020 |
|||||||||||||||||||
32.2 |
— |
10-K |
12/31/2019 |
32.2 |
2/25/2020 |
|||||||||||||||||||
99.1 |
— |
10-K |
12/31/2019 |
99.1 |
2/25/2020 |
Incorporated by Reference |
||||||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Filed Herewith |
Form |
Period Ending |
Exhibit |
Filing Date |
||||||||||||||||||
101.INS |
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
— |
10-K |
12/31/2019 |
101.INS |
2/25/2020 |
||||||||||||||||||
101.SCH |
XBRL Taxonomy Extension Schema Document. |
— |
10-K |
12/31/2019 |
101.SCH |
2/25/2020 |
||||||||||||||||||
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document. |
— |
10-K |
12/31/2019 |
101.CAL |
2/25/2020 |
||||||||||||||||||
101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document. |
— |
10-K |
12/31/2019 |
101.DEF |
2/25/2020 |
||||||||||||||||||
101.LAB |
XBRL Taxonomy Extension Label Linkbase Document. |
— |
10-K |
12/31/2019 |
101.LAB |
2/25/2020 |
||||||||||||||||||
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document. |
— |
10-K |
12/31/2019 |
101.PRE |
2/25/2020 |
||||||||||||||||||
104 |
The cover page from the Company’s Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 2019 has been formatted in Inline XBRL. |
X |
† |
Denotes a management contract or compensatory plan or arrangement. | |
* |
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request. | |
** |
Confidential treatment has been requested with respect to the omitted portions of Exhibits 10.15 and 10.17 pursuant to Rule 24b-2 promulgated under the Exchange Act which portions have been filed separately with the Securities and Exchange Commission. | |
*** |
Filed by Caesars Acquisition Company. | |
**** |
Filed by Caesars Entertainment Operating Company, Inc. |
CAESARS ENTERTAINMENT CORPORATION | ||||||
April 29, 2020 |
By: |
/s/ ERIC HESSION | ||||
Eric Hession | ||||||
Executive Vice President and Chief Financial Officer |