Caesars Entertainment, Inc. (CZR) Earnings Call Transcript & Summary

Good morning, everyone, and welcome to the 2020 annual meeting of Eldorado Resorts. We are pleased that you could join us in this virtual format. I'm Gary Carano, the Executive Chairman of the Board of Directors. I'm joined today by Ed Quatmann, the Chief Legal Officer, who is also serving as the secretary for today's meeting; and Peter Larragueta, the Corporate Director of Treasury. Also present today is Ruth Saphian from Ernst & Young, the company's independent accountants. Doug Czarnecki of American Election Services will act as inspector of elections and will file the proof of notice of this meeting with the minutes. Thanks to each of you for joining us today and for your service to our company. I now call to order the 2020 Annual Meeting of the Stockholders of Eldorado Resorts. Prior to this meeting, the company provided its stockholders a notice and agenda of the matters to be considered at the annual meeting. I will now turn the call over to the secretary to proceed with the items to be voted upon by our stockholders. Ed?

Thank you, Gary. Stockholders who are voting by proxy do not need to cast ballots in the voting today unless they wish to change the vote on the matters to be considered by the stockholders. We would like to advise you that we have received sufficient proxies prior to the beginning of the meeting to know that the proposals being considered today will pass in accordance with the recommendations of the Board of Directors reflected in the proxy statement. However, if you have not yet voted and wish to do so at today's meeting, you must do so by voting electronically, pursuant to the instructions provided on the proxy that was delivered to stockholders of record prior to the meeting. At this time, we will proceed with the stockholder voting. A list of the holders of common stock of the company as of the close of business on May 13, 2020, the record date for this meeting is available at the company's headquarters. On or about May 19, 2020, copies of the notice of the annual meeting were mailed to each holder of record of common stock at the close of business on the record date. As of the record date, the company had outstanding 77,824,059 shares of common stock entitled to vote. We have determined there are present, in person or by proxy, holders of more than 58,756,912 shares of common stock, representing approximately 75.5% of the voting power of the shares outstanding. Accordingly, a quorum is present. This meeting has been called to consider and act upon 3 matters, each of which is described in the notice of annual meeting that all of you received. The first order of business to come before the meeting is the election of directors. The 9 nominees for election to the Board for a 1-year term of office are: Mr. Gary L. Carano, Mr. Frank J. Fahrenkopf, Jr., Mr. James B. Hawkins, Mr. Michael E. Pegram, Mr. Thomas R. Reeg, Mr. David P. Tomick, Mr. Roger P. Wagner, Ms. Bonnie Biumi and Mr. Gregory J. Kozicz. Information concerning the background and qualifications of the nominees is in the proxy statement provided in connection with the annual meeting. The company has not received timely notice of any other nominations, and therefore, I declare the nominations closed. The Board recommends a vote in favor of each of the nominees to the Board. The second order of business to come before the meeting is the ratification of the selection of Ernst & Young LLP as the company's independent registered accounting firm for the fiscal year ended December 31, 2020. The Board recommends a vote in favor of the ratification of the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ended December 31, 2020. The third order of business to come before the meeting is a nonbinding advisory vote to approve the compensation paid to the company's named executive officers as disclosed in our proxy statement, more commonly known as say-on-pay. As discussed in the proxy statement, we believe our executive compensation programs and policies provide fair, reasonable and competitive levels of compensation to our executive officers. The Board recommends a vote on a nonbinding advisory basis for the compensation paid to our named executive officers as disclosed in the proxy statement. The polls for voting on matters before this meeting are now open. Again, if you have voted by proxy, your vote has already been recorded and you do not need to vote unless you wish to change your vote. If you have not already done so, please submit your vote electronically according to the instructions included in the proxy card that was mailed to you. I'll pause here for a moment. [Voting]

At this point, the polls are closed. Mr. Chairman, the inspector of elections has advised that: number one, the nominees have been elected directors, each having received a plurality of the votes for the... [Technical Difficulty]

Ladies and gentlemen, I do apologize. We do have a technical error. Please bear with us.

Hi. It's Ed Quatmann, the secretary for the meeting. I apologize for the technical difficulty. Mr. Chairman, the inspector of elections has advised us that: number one, the nominees have been elected directors, each having received a plurality of the votes for the shares entitled to vote; number two, the appointment of Ernst & Young LLP as the company's independent registered public accounting firm has been approved by a majority of the outstanding shares of common stock represented at the meeting in person or by proxy and entitled to vote thereon; and number three, the compensation paid to our named executive officers has been approved by a majority of the outstanding shares of common stock represented at the meeting in person or by proxy and entitled to vote thereon. Mr. Chairman, I turn it back to you.

On the basis of the vote of the stockholders of the company: number one, the nominees for director are declared elected; number two, Ernst & Young is appointed as the company's independent registered public accounting firm; number three, the compensation paid to the company's named executive officers is approved. As soon as practical, following the adjournment of this meeting, we will have a final tabulation of the votes cast at the meeting, and we'll report the final results in a filing with the Securities and Exchange Commission. As there are no other matters to be considered, I declare the 2020 Annual Stockholders Meeting of Eldorado Resorts adjourned. I would like to thank everyone that participated today, our stockholders who were -- attended the meeting as well as those who submitted their proxies but were unable to participate. Thank you for your continued support of the company, and have a great day.

Thank you.

This now concludes the meeting. Thank you for joining, and have a pleasant day.