|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Item 5.07. |
Submission of Matters to a Vote of Security Holders.
|
1. |
The following Class III Director nominees were elected to the Company’s Board of Directors to serve until the 2026 Annual Meeting of Shareholders. The votes cast for each nominee were as follows:
|
Director
|
Votes FOR
|
Votes WITHHELD
|
Broker Non-Votes
|
|||
Vimla Black-Gupta
|
105,651,971
|
2,348,890
|
18,927,322
|
|||
Marla Kaplowitz
|
102,368,626
|
5,632,235
|
18,927,322
|
|||
Jane Scaccetti
|
106,473,681
|
1,527,180
|
18,927,322
|
|||
Jay Snowden
|
105,417,500
|
2,583,361
|
18,927,322
|
2. |
The results of the vote to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the 2023 fiscal year were as follows:
|
Votes FOR
|
Votes AGAINST
|
Abstentions
|
Broker Non-Votes
|
|||
126,571,979
|
246,222
|
109,982
|
0
|
3. |
The results of the advisory vote on executive compensation of the Company’s Named Executive Officers for the 2022 fiscal year were as follows:
|
Votes FOR
|
Votes AGAINST
|
Abstentions
|
Broker Non-Votes
|
|||
97,134,462
|
10,705,026
|
161,373
|
18,927,322
|
4. |
The results of the advisory vote on the frequency of the shareholder advisory vote to approve executive compensation paid to the Company’s named executive officers were as follows:
|
One Year
|
Two Years
|
Three Years
|
Abstentions
|
Broker Non-Votes
|
||
106,064,769
|
107,639
|
1,658,741
|
169,712
|
18,927,322
|
5. |
The results of the vote to approve the amendment to the Company’s 2022 Long Term Incentive Compensation Plan to increase the number of authorized shares were as follows:
|
Votes FOR
|
Votes AGAINST
|
Abstentions
|
Broker Non-Votes
|
|||
85,087,760
|
22,706,814
|
206,287
|
18,927,322
|
Item 9.01. |
Financial Statements and Exhibits.
|
Exhibit
Number
|
Description
|
|
10.1
|
||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
Date:
|
June 9, 2023
|
PENN ENTERTAINMENT, INC.
|
|
By:
|
/s/ Harper Ko
|
||
Harper Ko
|
|||
Executive Vice President, Chief Legal Officer and Secretary
|