Caesars Shareholders Approve $17.6B Fertitta Merger
Caesars Entertainment stockholders have approved the company's proposed take-private merger with Fertitta Gaming Holdco, LLC, clearing a key hurdle in the roughly $17.6 billion deal first agreed earlier this year.
At a special meeting held on September 22, 2026, the merger proposal received 133,313,001 votes in favor, 4,276,986 votes against, and 5,687,952 votes abstained, according to an 8-K filing disclosing the vote.
The votes in favor represented approximately 65.4% of the 203,780,124 shares outstanding and entitled to vote as of the August 21, 2026, record date.
Caesars is a well-established casino on the Las Vegas Strip and one of the country's leading regulated sportsbooks.
What Shareholders Approved
Under the terms of the merger agreement, Empire Merger Sub, Inc., a wholly owned subsidiary of Fertitta Gaming Holdco, will merge into Caesars, with Caesars surviving as a wholly owned subsidiary of Fertitta Gaming Holdco.
If the merger is completed, each eligible share of Caesars common stock will convert into the right to receive $31.00 in cash.
The agreement also includes a ticking-fee protection for shareholders: if the merger is not consummated by June 26, 2027, eligible shares will accrue an additional $0.007150 per share for each day from the first calendar day of the following month through the day before closing, without interest and subject to applicable withholding taxes.
Compensation Approved
Stockholders also approved, on a non-binding advisory basis, a proposal on the compensation payable to Caesars' named executive officers in connection with the merger, with 127,682,915 votes in favor.
A separate proposal to adjourn the meeting if more time were needed to solicit votes was not presented, as sufficient votes were already in hand to approve the merger.
A total of 143,277,939 shares, or 70.3% of shares entitled to vote, were represented in person or by proxy at the meeting, constituting a quorum.
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