Two Caesars Entertainment (NASDAQ: CZR) board members appointed at the direction of activist investor Carl Icahn are resigning from their director roles.
In a new Form 8-K filing with the Securities and Exchange Commission (SEC), the casino operator revealed that Jesse Lynn, general counsel of Icahn Enterprises (NYSE: IEP), and Ted Papapostolou, chief executive officer of IEP, informed Caesars Executive Chairman Gary Carano that they are stepping down from the board “effective immediately”.
Caesars also notes that the Icahn Group “waived their right to appoint replacement directors under the Director Appointment and Nomination Agreement,” potentially signaling that the financier is waiving the white flag following a failed effort to acquire the gaming company.
Lynn and Papapostolou joined the Caesars board in March 2025, roughly 10 months after Icahn disclosed a new equity stake in the company. Their resignations come about two months after Courtney Mather, another former Caesars director with Icahn ties who spent seven years at Icahn Enterprises, stepped down from the board.
Board Departures Add to Caesars/Icahn Intrigue
In the regulatory filing, Caesars did not state whether the departures of Lynn and Papapostolou were connected to the company rejecting Icahn’s acquisition overtures.
Last month, it was revealed that the Harrah’s operator and the investor held dialogue dating back to 2025 on a potential go-private deal with Icahn offering $34 a share to acquire the casino giant. That figure topped the $31-per-share offer from Tilman Fertitta’s Fertitta Entertainment Inc. (FEI) that Caesars ultimately accepted.
While Icahn delivered a higher headline offer, debt-related complexities made his proposal less appealing to the Carano family, the largest non-institutional holder of Caesars equity.
Icahn holds approximately 5% of Caesars shares. The gaming company is holding a special meeting on Tuesday, Sept. 22, at which investors will vote on the Fertitta takeover offer.
Speaking of the Caesars Takeover…
Caesars also disclosed that both it and FEI received a “second request” for additional information on the transaction from the Federal Trade Commission (FTC) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).
The companies have 30 days to comply with that request and they intend to do so.
“The Company and Fertitta Entertainment intend to continue to work cooperatively with the FTC in its review of the Merger. Completion of the Merger remains subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction or waiver of the other closing conditions specified in the Merger Agreement,” according to the Caesars 8-K.
While the HSR Act second request adds a layer of regulatory friction, both Caesars and Fertitta Entertainment remain on track to respond within the 30-day window as they seek final antitrust clearance to close the multi-billion-dollar deal.