PENN Entertainment Files 2025 Proxy Statement

TL;DR

PENN proxy statement is out, shareholders vote soon.

AI Summary

PENN Entertainment, Inc. filed a Definitive Proxy Statement (DEFA14A) on January 30, 2025, related to its annual meeting. The filing details the company's governance and shareholder matters, including information relevant to voting on proposals at the meeting.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company matters, impacting corporate governance and future strategic direction.

Risk Assessment

Risk Level: low — This is a standard proxy filing, providing information to shareholders for an upcoming meeting, and does not inherently present new financial risks.

Key Players & Entities

• PENN Entertainment, Inc. (company) — Registrant
• 0000921738 (company) — Central Index Key
• PA (company) — State of Incorporation
• 19940415 (date) — Date of former company name change
• 20250130 (date) — Filing Date

FAQ

From the Filing

0001104659-25-007305.txt : 20250130 0001104659-25-007305.hdr.sgml : 20250130 20250129193200 ACCESSION NUMBER: 0001104659-25-007305 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250130 DATE AS OF CHANGE: 20250129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENN Entertainment, Inc. CENTRAL INDEX KEY: 0000921738 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 232234473 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24206 FILM NUMBER: 25570691 BUSINESS ADDRESS: STREET 1: 825 BERKSHIRE BLVD STE 200 STREET 2: WYOMISSING PROFESSIONAL CENTER CITY: WYOMISSING STATE: PA ZIP: 19610 BUSINESS PHONE: 6103732400 MAIL ADDRESS: STREET 1: 825 BERKSHIRE BLVD STREET 2: SUITE 200 CITY: WYOMISSING STATE: PA ZIP: 19610 FORMER COMPANY: FORMER CONFORMED NAME: PENN NATIONAL GAMING INC DATE OF NAME CHANGE: 19940415 DEFA14A 1 tm254881d1_defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting Material Pursuant to §240.14a-12 PENN Entertainment, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. ¨ Fee paid previously with preliminary materials. ¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. On January 29, 2025, PENN Entertainment, Inc. issued the following press release. PENN Entertainment Confirms Receipt of Director Nominations No Shareholder Action Required at This Time WYOMISSING, Pa., January 29, 2025 -- PENN Entertainment, Inc. (Nasdaq: PENN) (“PENN” or the “Company”) today confirmed that its Board of Directors has received notice from HG Vora Capital Management, LLC that it has nominated three director candidates to stand for election to the Company’s Board of Directors at PENN’s 2025 Annual Meeting of Shareholders. PENN issued the following statement: The PENN Board and management team are committed to creating long-term value for all shareholders and will continue to take actions to achieve that objective. We regularly solicit feedback and engage with the investment community about our strategy, performance and business priorities. The Board’s Nominating and Corporate Governance Committee will carefully review HG Vora’s proposed director nominees, in line with PENN’s normal evaluation procedures, and present its formal recommendation regarding the election of directors in the Company’s proxy materials, which will be filed with the U.S. Securities and Exchange Commission ahead of the 2025 Annual Meeting. The 2025 Annual Meeting has not yet been scheduled, and PENN shareholders are not required to take any action at this time. Goldman Sachs & Co. LLC is serving as PENN’s financial advisor and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. About PENN Entertainment PENN Entertainment, Inc., together with its subsidiaries (“PENN,” or the “Company”), is North America’s leading provider of integrated entertainment, sports content, and casino gaming experiences. PENN operates in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks and online sports betting and iCasino offerings under well-recognized brands including Hollywood Casino ® , L’Auberge ®