PENN Entertainment Files 8-K with Bylaw Amendments

TL;DR

PENN Ent. filed an 8-K on Nov 11, 2024, with bylaw updates and financial docs.

AI Summary

PENN Entertainment, Inc. filed an 8-K on November 11, 2024, reporting amendments to its bylaws and other events. The filing also includes financial statements and exhibits. The company is incorporated in Pennsylvania and its fiscal year ends on December 31.

Why It Matters

This filing indicates potential internal governance changes or updates to the company's operational framework, which could impact its strategic direction.

Risk Assessment

Risk Level: low — The filing is routine and primarily concerns administrative and financial reporting, with no immediate indication of significant operational or financial risk.

Key Players & Entities

• PENN Entertainment, Inc. (company) — Registrant
• Pennsylvania (jurisdiction) — State of Incorporation
• November 11, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share PENN The Nasdaq S

Filing Documents

• tm2427890d1_8k.htm (8-K) — 30KB
• tm2427890d1_ex3-1.htm (EX-3.1) — 163KB
• 0001104659-24-116791.txt ( ) — 405KB
• penn-20241111.xsd (EX-101.SCH) — 3KB
• penn-20241111_lab.xml (EX-101.LAB) — 33KB
• penn-20241111_pre.xml (EX-101.PRE) — 22KB
• tm2427890d1_8k_htm.xml (XML) — 4KB

03. Amendment to Articles of Incorporation or Bylaws

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.

01. Other Events

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.

01. Financial Statements and Exhibits

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 -2-

View Full Filing

View this 8-K filing on SEC EDGAR