PENN Entertainment Files Definitive Proxy Statement

TL;DR

PENN proxy statement is out, shareholders vote soon on company matters.

AI Summary

PENN Entertainment, Inc. filed a Definitive Proxy Statement (DEFA14A) on May 2, 2025, for its annual shareholder meeting. The filing provides details regarding the company's governance and proposals to be voted on by shareholders. It serves as the official communication to shareholders ahead of the meeting.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda for the annual meeting, including any proposals requiring their vote, and provides information on executive compensation and board nominations.

Risk Assessment

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

Key Players & Entities

• PENN Entertainment, Inc. (company) — Registrant
• 0001104659-25-044125.txt (document) — Filing document identifier
• 20250502 (date) — Filing date

FAQ

From the Filing

0001104659-25-044125.txt : 20250502 0001104659-25-044125.hdr.sgml : 20250502 20250502161850 ACCESSION NUMBER: 0001104659-25-044125 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250502 DATE AS OF CHANGE: 20250502 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 EIN: 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: 25908831 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 tm2513927d2_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 x Definitive Additional Materials ¨ Soliciting Material Under Rule 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. SUPPLEMENT TO THE PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS OF PENN ENTERTAINMENT, INC. TO BE HELD ON JUNE 17, 2025 On April 28, 2025, PENN Entertainment, Inc. (“ PENN ”) filed a definitive proxy statement (the “ Proxy Statement ” ) with the Securities and Exchange Commission for the Company’s Annual Meeting of Shareholders to be held on June 17, 2025 (the “ Annual Meeting ”). The Company is filing this supplement (the “ Supplement ”) to the Proxy Statement to disclose the following: 1. The two candidates whom the Company’s Board of Directors has nominated for election at the Annual Meeting, Messrs. Johnny Hartnett and Carlos Ruisanchez, were originally recommended for nomination by HG Vora Special Opportunities Master Fund, Ltd. 2. The section of the Proxy Statement entitled “Proposal 4: Approval of the Second Amendment to our 2022 Long-Term Incentive Compensation Plan” contains a sub-section entitled “Share Usage Rate and Dilution” on page 82. In such sub-section, PENN’s average share usage rate, sometimes referred to as unadjusted burn rate, over the three years ended December 31, 2024 (calculated as equity-based awards granted under PENN’s equity compensation plan for the relevant year, divided by average basic common shares outstanding for that year) is incorrectly stated as approximately 3.28%. The correct average share usage rate of PENN is approximately 1.98%. This Supplement does not change the proposals to be acted upon at the Annual Meeting, which are described in the Proxy Statement. Further, this Supplement should be read with the Proxy Statement and, from and after the date of this Supplement, any references to the “Proxy Statement” shall be deemed to include the Proxy Statement as amended by this Supplement.