PENN Entertainment Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$PENN
Hotels/Resorts
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 16, 2026
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices, and Zip Code)
Registrant’s Telephone Number, Including Area Code
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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).
Emerging growth company ☐
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 5.07. |
Submission of Matters to a Vote of Security Holders.
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PENN Entertainment, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on June 16, 2026. There were present at the Annual Meeting, either in person or by proxy, holders of 116,378,236 shares of common stock. A description of each matter voted
upon at the Annual Meeting is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026. The number of votes cast for and against and the number of abstentions and broker
non-votes with respect to each matter voted upon are set forth below.
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The following Class III Director nominees were elected to the Company’s Board of Directors (the “Board”) to serve until the 2029 Annual Meeting of Shareholders and until their
respective successors are duly elected and qualified. The votes cast for each nominee were as follows:
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Director
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Votes FOR
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Votes WITHHELD
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Broker Non-Votes
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Marla Kaplowitz
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89,774,779
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13,297,143
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13,306,314
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Jane Scaccetti
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92,971,444
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10,100,478
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13,306,314
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Fabio Schiavolin
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102,312,318
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759,604
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13,306,314
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Jay Snowden
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99,755,630
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3,316,292
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13,306,314
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The term of office of each of David Handler, Vimla Black-Gupta, Anuj Dhanda, Heather Ace, Jeffrey Fox, Johnny Hartnett and Carlos Ruisanchez continued following the
Annual Meeting.
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The results of the vote to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the 2026 fiscal year
were as follows:
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Votes FOR
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Votes AGAINST
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Abstentions
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Broker Non-Votes
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115,909,227
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276,451
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192,558
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0
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| 3. |
The results of the advisory vote on executive compensation of the Company’s Named Executive Officers for the 2025 fiscal year were as follows:
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Votes FOR
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Votes AGAINST
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Abstentions
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Broker Non-Votes
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90,146,492
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12,778,578
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146,852
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13,306,314
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The results of the vote to approve the third amendment to the Company’s 2022 Long-Term Incentive Compensation Plan were as follows:
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Votes FOR
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Votes AGAINST
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Abstentions
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Broker Non-Votes
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81,706,683
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21,249,317
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115,922
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13,306,314
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| 5. |
The results of the advisory vote to approve the shareholder proposal regarding the annual elections of directors were as follows:
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Votes FOR
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Votes AGAINST
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Abstentions
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Broker Non-Votes
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82,389,215
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20,495,322
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187,385
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13,306,314
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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.
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Date:
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June 18, 2026
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PENN ENTERTAINMENT, INC.
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By:
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/s/ Christopher Rogers
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Christopher Rogers
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Executive Vice President, Chief Strategy and Legal Officer and Secretary
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