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ISS Recommends Eldorado Resorts Shareholders Vote FOR Proposals to Opt Out of Nevada Takeover Protections on the BLUE Card, UNITE HERE Announces
[June 11, 2019]

ISS Recommends Eldorado Resorts Shareholders Vote FOR Proposals to Opt Out of Nevada Takeover Protections on the BLUE Card, UNITE HERE Announces


UNITE HERE announced today that proxy advisory firm Institutional Shareholder Services, Inc. (ISS) recommends that shareholders of Eldorado Resorts, Inc. [NASDAQ: ERI] vote FOR a set of five non-binding shareholder rights proposals, including opting out of Nevada's anti-takeover statutes. ISS stated: "Support is warranted on the dissident (BLUE) card for all five shareholder proposals, as they would assist in enhancing shareholder rights."1

The proxy solicitation by UNITE HERE focuses on opting out of little-known Nevada statutes that, by default, impose restrictions on the rights of large shareholders and restrict business combinations with large shareholders. Additional proposals encourage Eldorado not to adopt other takeover protections like a poison pill or supermajority voting requirement if it does opt out. The meeting date is June 19, 2019.

ISS states: "the proposals seek relatively uncontroversial enhancements to corporate governance that would reduce exposure to applicable state-level anti-takeover provisions, ensure the continuation of best-practice majority vote requirements, and strengthen accountability to shareholders."2

Regarding Proposal 5, ISS concludes: "Control share acquisition statutes, like other state-level anti-takeover provisions, can deter or prevent transactions that would otherwise be in the best interest of shareholders, and can serve as a board entrenchment mechanism. They also violate the 'one share, one vote' principle."3

Regarding Proposal 6, ISS concludes similarly: "Freeze-out statutes &helip; can deter or prevent transactions that would otherwise be in the best interest of shareholders, and can serve as a board entrenchment mechanism."4



ISS is recommending shareholders vote on the BLUE card and vote FOR Proposals 5-9. The Company's and UNITE HERE's proposals are the same on both proxy cards. Information about the proposals is available at www.BetterGovernanceAtEldorado.org, and shareholders are encouraged to read UNITE HERE's proxy statement and solicitation materials available at www.sec.gov or www.proxyvote.com.

Eldorado is an active party in gaming mergers, growing rapidly to twenty-six casinos during the past five years through mergers with public companies and property acquisitions.


About UNITE HERE

UNITE HERE is a member of the Council of Institutional Investors and an Eldorado shareholder. Representing more than 270,000 hospitality workers, its members are beneficiaries of pension funds with over $60 billion in assets. UNITE HERE has a long record of advocating for strong corporate governance measures in hospitality companies. Further information about the Participants' interest in this solicitation is available in UNITE HERE's proxy statement at https://www.sec.gov/Archives/edgar/data/1034426/000147793219003209/eri_defr14a.htm

1 ISS Proxy Analysis & Benchmark Policy Voting Recommendations, Eldorado Resorts Inc., June 4, 2019 ("ISS Report"), p. 1.
2 ISS Report, p. 1.
3 ISS Report, p. 24.
4 ISS Report, p. 25.


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