PENN Entertainment Files Definitive Proxy Statement Supplement

TL;DR

PENN Ent. dropped its proxy statement supplement, shareholders get more info for the annual meeting.

AI Summary

PENN Entertainment, Inc. filed a Definitive Proxy Statement (DEFA14A) on May 7, 2025, for its upcoming Annual Meeting of Shareholders. The filing serves as a supplement to its proxy statement, indicating that it is a definitive additional material for the meeting. No fee was required for this filing.

Why It Matters

This filing provides shareholders with updated or additional information relevant to their voting decisions at the Annual Meeting, ensuring transparency and compliance with SEC regulations.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) that supplements existing proxy materials and does not appear to contain new material risks or significant changes.

Key Players & Entities

• PENN Entertainment, Inc. (company) — Registrant and filer of the proxy statement
• 0001104659-25-045620 (filing_id) — Accession number for the SEC filing
• 20250507 (date) — Filing date of the proxy statement

FAQ

From the Filing

0001104659-25-045620.txt : 20250507 0001104659-25-045620.hdr.sgml : 20250507 20250507170542 ACCESSION NUMBER: 0001104659-25-045620 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250507 DATE AS OF CHANGE: 20250507 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: 25922633 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 tm2514385d1_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 PENN’s Annual Meeting of Shareholders to be held on June 17, 2025 (the “ Annual Meeting ”). PENN is filing this supplement (the “ Supplement ”) to the Proxy Statement to disclose the following: On May 7, 2025, HG Vora Capital Management, LLC, HG Vora Special Opportunities Master Fund, Ltd., and Downriver Series LP – Segregated Portfolio C (collectively, the “ HG Vora Plaintiffs ”) filed a lawsuit in the United States District Court for the Eastern District of Pennsylvania against PENN, the members of PENN’s Board of Directors (the “ Board ”) and PENN’s former director Ronald Naples captioned HG Vora Capital Management, LLC, et al. v. PENN Entertainment, Inc., et al., No. 5:25-cv-02313 (the “ HG Vora Complaint ”). The HG Vora Complaint alleges, among other things, that PENN violated Pennsylvania’s Business Corporation Law and the individual defendants breached their fiduciary duties when the Board decreased the number of Class II directors from three to two (the “ PENN Board Reduction ”) and PENN violated federal securities laws by failing to abide by the universal proxy rules and making materially false and misleading statements in, and omissions from, its press release and its proxy materials filed with the U.S. Securities and Exchange Commission. The HG Vora Complaint seeks, among other things, a declaration that the PENN Board Reduction is invalid, injunctive relief ordering PENN to correct the alleged materially false and misleading statements in its proxy materials, injunctive relief allowing PENN shareholders an opportunity to elect three directors at the Annual Meeting and damages in an amount to be determined at tria