Caesars Entertainment, Inc. · NASDAQ:CZR
Caesars Entertainment — Eldorado Resorts — Proxy Contest (May 2019)
18 slides from Caesars Entertainment's proxy contest presentation, May 23, 2019
Slide 1: How can Eldorado Resorts Improve its Corporate Governance?
How can Eldorado Resorts Improve its Corporate Governance? A case for opting out of Nevada Takeover Protection Statutes May 2019 UNITE HERE
Slide 2: Nevada's Little-Known Anti-Takeover Statutes
NEVADA'S LITTLE-KNOWN ANTI-TAKEOVER STATUTES + Eldorado Resorts is incorporated in Nevada. + Nevada state law contains little-known anti-takeover devices. + Shareholders can vote to recommend that the Board opt out of Nevada’s anti-takeover statutes on the BLUE proxy card.
Slide 3: Many Gaming Companies Are or Have Been Registered in Delaware
MANY GAMING COMPANIES ARE OR HAVE BEEN REGISTERED IN DELAWARE Registration Caesars Entertainment Delaware + Delaware has established Empire Resorts Delaware case law around voting Isle of Capri Casinos* Delaware rights of shareholders, MGM Delaware governance measures, and La Gale Sau) Disianviel ai
Slide 4: Eldorado Has Grown Rapidly in the Last Five Years
ELDORADO HAS GROWN RAPIDLY IN THE LAST FIVE YEARS + Some growth has come from merging with publicly-traded companies that were previously incorporated in Delaware >MTR Gaming Group Inc. (effective September 2014) >Isle of Capri Casinos Inc. (effective May 2017) + Delaware has no state law provision
Slide 5: MTR and Isle of Capri Shareholders Benefited from Merger Premiums
_. MTR AND ISLE OF CAPRI SHAREHOLDERS BENEFITED FROM MERGER PREMIUMS Premium, Pre | Premium, Pre | Premium, Pre Company Bid Bid Bic 1 Day (%) 1 week (%) 4w MDE Gaming 68.99% 61.38% 63.51% iran Isle of Capri 37.87% 36.90% 27.41% Source: Refinitiv; see slide 18.
Slide 6: Should Eldorado Shareholders Have the Same Opportunity?
SHOULD ELDORADO SHAREHOLDERS HAVE THE SAME OPPORTUNITY ?
Slide 7: BLUE Card Proposals 5-9
BLUE CARD PROPOSALS 5-9 Non-Binding Proposals Urge the Board to: 5. 6. 1 9. Opt out of Nevada’s Acquisition of Controlling Interest statute. Opt out of the Nevada Combinations with Interested Stockholders statute. Not adopt supermajority voting standards once it opts out of Nevada protections. Put a
Slide 8: 5: To Opt Out of Nevada's Acquisition of Controlling Interest Statute
PROPOSAL 5: TO OPT OUT OF NEVADA'S ACQUISITION OF CONTROLLING INTEREST STATUTE + This statute potentially limits voting rights for sharcholders who acquire large stakes in companies. + ISS generally recommends voting for proposals to opt out of statutes like Nevada’s Acquisition of Controlling Inter
Slide 9: 6: To Opt Out of the Nevada Combinations with Interested Stockholders Statute
PROPOSAL 6: TO OPT OUT OF THE NEVADA COMBINATIONS WITH INTERESTED STOCKHOLDERS STATUTE + Prohibits a Nevada corporation from engaging in any combination with an interested stockholder for two years unless: >(a) approved by the board before the person first became an interested stockholder, or >(b) a
Slide 10: Continued...
PROPOSAL 6 CONTINUED... + The statute may advantage Eldorado Exccutive Chairman Gary Carano: >The provisions don’t apply to any business combination with an interested stockholder “after the expiration of 4 years after the person first became an interest stockholder.” (Nev. Rev. Stat. § 78.433.) »Mr
Slide 11: 6, Continued... Wynn & Las Vegas Sands Opt Out
PROPOSAL 6, CONTINUED... WYNN & LAS VEGAS SANDS OPT OUT Like Eldorado, Wynn Resorts, Ltd. (WYNN) and Las Vegas Sands Corp. (LVS) are Nevada corporations. >In contrast to Eldorado, Wynn and Las Vegas Sands opt out of the Combinations with Interested Sharcholders statute (Proposal 6). Sources: See sil
Slide 12: 7: Not to Adopt Supermajority Voting Standards
PROPOSAL 7: NOT TO ADOPT SUPERMAJORITY VOTING STANDARDS + Eldorado does not have supermajority voting requirements, which is commendable. + Avote for this proposal would urge the Board to retain simple majority voting requirements if Eldorado opts out of the Nevada Combinations statute (Proposal 6).
Slide 13: 8: To Put Any Poison Pill or Rights Plan to a Prior Shareholder Vote
PROPOSAL 8: TO PUT ANY POISON PILL OR RIGHTS PLAN TO A PRIOR SHAREHOLDER VOTE + Eldorado does not have a poison pill, which is commendable. + Proposal 8 urges the Company not to enact a poison pill without prior shareholder approval, if it opts out of the Nevada anti-takeover statutes (Proposals 5 &
Slide 14: 9: To Adopt Majority Vote Standard for Uncontested Director Elections
PROPOSAL 9: TO ADOPT MAJORITY VOTE STANDARD FOR UNCONTESTED DIRECTOR ELECTIONS + Director elections are less meaningful if they don’t require a majority vote standard. + The majority vole standard for director elections is fast becoming the norm at listed companies! + 88% of S&P 500 companics have a
Slide 15: Many Long-Term Shareholders Support Measures Like These
ANY LONG-TERM SHAREHOLDERS SUPPORT MEASURES LIKE THESE + Long-term institutional investors are foundational holders in hospitality companies. + Many institutional holders gencrally support reducing takeover protections. Eldorado investors with general policies to opt out of at least some state anti-
Slide 16: Eldorado Can Improve Shareholder Rights by Opting Out of Nevada's Anti-Takeover Statutes
ELDORADO CAN IMPROVE SHAREHOLDER RIGHTS BY OPTING OUT OF NEVADA'S ANTI-TAKEOVER STATUTES
Slide 17: UNITE HERE Record on Governance in Hospitality
UNITE HERE RECORD ON GOVERNANCE IN HOSPITALITY + 34 UNITE HERE-recommended governance improvements have been implemented at a dozen hospitality companies since 2012, including: > declassifying boards, > majority vote standards for directors, and > requiring shareholder approval of poison pills. + Hi
Slide 18: Source Endnotes
SOURCE ENDNOTES + httpil/securities-1aw-blog.com/2016/06/2 1 ‘comparison’ of-nevada-delaware-and-flovida- ialida: ls poe eerer ra + Vanguard! httnsiliabout.vanguard.comlinvestment ohiee stevard:hipinortfoliorcompany Oh echsaaeeaehties oases allay resourees/proxy voting guidelines pdt + Thomson Reute