Farewell: Two Carl Icahn Appointees Resign From Caesars Board

Two directors appointed to the Caesars Entertainment board at the direction of activist investor Carl Icahn have stepped down from their positions, adding yet another layer to the ongoing takeover saga that surrounds the casino operator. Lynn and Papapostolou Out Effective Immediately Caesars disclosed in a new filing with the Securities and Exchange Commission that Jesse Lynn, general counsel of Icahn Enterprises, and Ted Papapostolou, chief executive officer of Icahn Enterprises, notified executive chairman Gary Carano that they were stepping down from the board effective immediately. The company has also disclosed that the Icahn Group has given up on its right to appoint replacement directors under its Director Appointment and Nomination Agreement. The move follows Icahn’s unsuccessful attempt to acquire Caesars and raises questions about whether the investor has chosen to step back from his involvement with the company. Caesars did not explain in the filing whether the resignations were related to its decision to reject Icahn’s takeover proposal or not. Lynn and Papapostolou both joined the Caesars board in March 2025, about 10 months after Icahn disclosed that he had built a stake in the casino operator. Their departures follow another important resignation signed by Courtney Mather, another former Caesars director with ties to Icahn Enterprises. Mather decided to leave the board about two months ago, after spending seven years with Icahn’s investment company. Icahn and Caesars Takeover Battle Icahn owns approximately 5% of Caesars and had been in discussions with the company about a possible go-private transaction dating back to 2025. The investor ultimately offered $34 per share for Caesars, according to earlier disclosures. That was higher than the $31 per share offer from Tilman Fertitta‘s Fertitta Entertainment, which Caesars said yes to. Despite the higher headline price, Icahn’s proposal faced complications surrounding the financing and debt structure of the transaction. Those issues reportedly made the offer less attractive to the Carano family, Caesars’ largest non-institutional shareholder. Caesars shareholders are scheduled to vote on the Fertitta transaction at a special meeting on September 22, 2026. FTC Wants More Information Caesars said it and Fertitta Entertainment have received a second request from the Federal Trade Commission for additional information about the proposed transaction under the Hart-Scott-Rodino Antitrust Improvements Act. The companies have 30 days to respond. “The Company and Fertitta Entertainment intend to continue to work cooperatively with the FTC in its review of the Merger,” explained the Caesars 8-K. The completion of the merger depends on the expiration or termination of the HSR Act waiting period, as well as the satisfaction or waiver of the other conditions included in the agreement accompanying the merger.