PENN Entertainment Files Proxy Statement for 2025 Annual Meeting

TL;DR

PENN Entertainment filed its proxy statement for the 2025 annual meeting, addressing director nominations.

AI Summary

PENN Entertainment, Inc. filed a DEFA14A proxy statement on May 29, 2025, concerning its 2025 Annual Meeting. The filing indicates that the company is responding to inquiries regarding director nominations for this upcoming meeting.

Why It Matters

This filing is a standard procedural document for public companies, informing shareholders about upcoming meetings and related governance matters, including director nominations.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) and does not contain new financial information or significant strategic changes.

Key Players & Entities

• PENN Entertainment, Inc. (company) — Registrant
• 2025 Annual Meeting (event) — Subject of proxy statement

FAQ

From the Filing

0001104659-25-053907.txt : 20250529 0001104659-25-053907.hdr.sgml : 20250529 20250529080909 ACCESSION NUMBER: 0001104659-25-053907 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250529 DATE AS OF CHANGE: 20250529 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: 25997773 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 tm2516460d1_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. In response to an inquiry regarding director nominations for the 2025 Annual Meeting, PENN Entertainment, Inc. issued the following statement on May 29, 2025: It has come to our attention that HG Vora’s material omissions in its public filings are creating confusion about the Board’s process for assessing the candidacy of HG Vora’s director nominee William Clifford. HG Vora does not specifically mention in its proxy materials that Mr. Clifford was interviewed by the Nominating and Corporate Governance Committee. This appears to be leaving the impression that Mr. Clifford was not considered equally relative to the other two nominees. That implication is false. PENN applied the same process to reviewing Mr. Clifford’s candidacy as it did to those of Johnny Hartnett and Carlos Ruisanchez, whom the Board has nominated to stand for election at the upcoming Annual Meeting. All three of HG Vora’s nominees were interviewed by the Nominating and Corporate Governance Committee with the same level of attention and open mindedness, consistent with PENN’s standard evaluation process. Below are the facts: · On March 10, 2025, independent directors of the Company serving on the Nominating and Corporate Governance Committee, Vimla Black-Gupta and Marla Kaplowitz, and Thomas Auriemma, the independent Chairman of the Company’s Compliance Committee, met with Mr. Clifford. · On March 11, 2025, Jay Snowden met with Mr. Clifford. · PENN’s Board conducted interviews and due diligence in good faith and determined that Mr. Clifford was unsuited to serve on the Board because he did not possess the experience, skills or other characteristics necessary for the Board.