UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2020, Penn National Gaming, Inc. (the “Company”) entered into a Separation and Transition Agreement and General Release (the “Separation Agreement”) with Timothy J. Wilmott, who, as previously announced, retired as Chief Executive Officer and resigned as a director effective as of December 31, 2019. Consistent with his Executive Agreement, dated June 13, 2018, between the Company and Mr. Wilmott (the “Executive Agreement”), Mr. Wilmott elected to remain employed in an executive advisory position by the Company through February 29, 2020 (the “Transition Date”), at which time his employment with the Company and all of its affiliates will end.
Under the Separation Agreement, Mr. Wilmott has agreed to a broad waiver and release and the extension of the duration of the non-competition covenant in the Executive Agreement from six months to three years and the non-solicitation covenant from 18 months to three years. In exchange, and in recognition of Mr. Wilmott’s achievements during his tenure with the Company and the execution of the succession plan, the Company has agreed to accelerate to February 28, 2020 the vesting of certain stock options held by Mr. Wilmott.
The summary of the material terms of the Separation Agreement described above is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Separation and Transition Agreement and General Release, dated February 27, 2020, between Penn National Gaming, Inc. and Timothy J. Wilmott | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
* * *
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PENN NATIONAL GAMING, INC. | ||
| Date: February 28, 2020 | ||
| By: | /s/ Carl Sottosanti | |
| Carl Sottosanti | ||
| Executive Vice President, General Counsel and Secretary | ||