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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03. Amendment to Articles of Incorporation or Bylaws.
On November 11, 2024, the Board of Directors of PENN Entertainment, Inc. (the “Company”) approved and adopted, effective as of that date, certain amendments to the Company’s Fourth Amended and Restated Bylaws (as amended), which are reflected in the Company’s Fifth Amended and Restated Bylaws (the “Fifth A&R Bylaws”). The Fifth A&R Bylaws, among other things, address the adoption by the U.S. Securities and Exchange Commission of “universal proxy” rules and related requirements (the “Universal Proxy Rules”), including, among other things, to require evidence of compliance with the Universal Proxy Rules and to require that a shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white.
The descriptions of the amendments set forth in the Fifth A&R Bylaws are qualified in their entirety by reference to the full text of the Fifth A&R Bylaws, which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Events.
The definitive proxy statement, filed on April 23, 2024, for the Company’s 2024 annual meeting of shareholders includes a summary of the Company’s advance notice requirements under the section entitled “Other Matters—Advance Notice Provision”. In such summary, the window for shareholders to deliver proposals with respect to the 2025 annual meeting of shareholders is incorrectly stated as between January 7, 2025 and February 6, 2025. The correct window is between January 5, 2025 and February 4, 2025.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 3.1 | Fifth Amended and Restated Bylaws of the Company. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURE
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 thereunto duly authorized.
| Date: November 12, 2024 | PENN ENTERTAINMENT, INC. | |
| By: | /s/ Christopher Rogers | |
| Name: | Christopher Rogers | |
| Title: | Executive Vice President, Chief Strategy and Legal Officer and Secretary | |
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