PENN Entertainment Files Definitive Proxy Statement

TL;DR

PENN proxy statement filed. Get ready to vote.

AI Summary

PENN Entertainment, Inc. filed a Definitive Proxy Statement (DEFA14A) on May 19, 2025. This filing is a standard proxy statement, indicating the company is seeking shareholder votes on various matters, likely including director elections and executive compensation, as is typical for this form. The filing does not contain specific financial proposals or major corporate actions beyond the routine shareholder engagement.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda for the company's annual meeting and provides information necessary to cast informed votes on corporate governance and executive compensation.

Risk Assessment

Risk Level: low — This is a routine DEFA14A filing, which is standard for public companies and does not inherently signal new risks.

Key Players & Entities

• PENN Entertainment, Inc. (company) — Registrant
• 0000921738 (company) — Central Index Key
• PA (company) — State of Incorporation
• 19940415 (date) — Former Company Name Change Date
• May 19, 2025 (date) — Filing Date

FAQ

From the Filing

0001104659-25-050240.txt : 20250519 0001104659-25-050240.hdr.sgml : 20250519 20250519075817 ACCESSION NUMBER: 0001104659-25-050240 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250519 DATE AS OF CHANGE: 20250519 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: 25961521 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 tm2515503d1_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. On May 19, 2025, PENN Entertainment, Inc. (the “Company”) issued the following press release containing a letter to shareholders from the Board of Directors of the Company. * * * PENN Entertainment Sends Letter to Shareholders WYOMISSING, Pa. – May 19, 2025 – PENN Entertainment, Inc. (Nasdaq: PENN) (“PENN” or the “Company”) today issued the following letter to shareholders. The full text of the letter follows: Dear Fellow Shareholder, We are writing today to provide clarity on this year’s Annual Meeting. At the Annual Meeting, shareholders will have the right to elect two candidates to the Board – Johnny Hartnett and Carlos Ruisanchez – both of whom were initially proposed by HG Vora Capital Management, LLC (“HG Vora”). HG Vora is also soliciting proxies for a third director candidate, despite the fact there are only two director seats up for election. While HG Vora’s proxy statement indicates it is seeking injunctive relief to permit a vote for this third candidate at the upcoming Annual Meeting, this is not true. HG Vora’s public litigation filings confirm it is no longer seeking this injunction and, therefore, only two candidates will be up for election at this year’s Annual Meeting. Notwithstanding HG Vora’s efforts to portray this situation as a proxy contest, this is not a contested election. Both the Company and HG Vora are recommending the same two candidates at the Annual Meeting. Accordingly, we have made the decision not to spend the time and money to solicit proxies for the PENN White Card over the HG Vora Gold Card – a decision reinforced by recent conversations with our largest shareholders. Votes for Messrs. Hartnett and Ruisanchez on either card will be counted at the Annual Meeting. Following the elections of Messrs. Hartnett and Ruisanchez at our upcoming Annual Meeting, 75% of PENN’s directors will have joined the Board since 2019, and we will continue to consider opportunities to further refresh the Board. Thank you fo