PENN Entertainment Files Definitive Proxy Statement

TL;DR

PENN proxy statement filed, shareholders vote soon.

AI Summary

PENN Entertainment, Inc. filed a DEFA14A on June 6, 2025, which is a proxy statement. This filing indicates that the company is not paying a filing fee, suggesting it's a standard or routine filing rather than one related to a specific transaction requiring a fee. The document is a definitive proxy statement, meaning it's the final version provided to shareholders.

Why It Matters

This filing is important for shareholders as it contains information about upcoming shareholder meetings, voting matters, and executive compensation, which are crucial for informed investment decisions.

Risk Assessment

Risk Level: low — This is a routine proxy filing (DEFA14A) and does not appear to contain information about significant corporate events or financial distress.

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
• June 6, 2025 (date) — Filing Date

FAQ

From the Filing

0001104659-25-057425.txt : 20250609 0001104659-25-057425.hdr.sgml : 20250609 20250606173239 ACCESSION NUMBER: 0001104659-25-057425 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250609 DATE AS OF CHANGE: 20250606 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: 251032182 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 tm2517418d1_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 June 6, 2025, PENN Entertainment, Inc. (the “Company”) issued the following press release. PENN Entertainment Responds to ISS Report Reiterates that PENN and HG Vora Are Recommending the Same Two Highly-Qualified Nominees – Johnny Hartnett and Carlos Ruisanchez – for the Two Available Director Seats at the Upcoming Annual Meeting WYOMISSING, Pa. – June 6, 2025 – PENN Entertainment, Inc. (Nasdaq: PENN) (“PENN” or the “Company”) today made the following statement in response to the report issued today by Institutional Shareholder Services (“ISS”) related to the Company’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”) on June 17, 2025: The ISS report confirms that two director seats are up for election at the 2025 Annual Meeting and that PENN and HG Vora have nominated and are recommending the same two highly-qualified candidates - Johnny Hartnett and Carlos Ruisanchez. ISS recognizes the open-mindedness with which PENN evaluated HG Vora’s director candidates, noting: “To its credit, the board appears to have given serious consideration to all three dissident nominees, and was open to accepting two of these nominees as its own.” 1 PENN encourages all shareholders to vote for Messrs. Hartnett and Ruisanchez for election and looks forward to welcoming them to the Board. Following the Annual Meeting, 75% of PENN’s directors will have joined the Board since 2019. In reaching its conclusions however, the ISS report fails to reflect a realistic view of William Clifford’s candidacy. We remind shareholders that, during his time as PENN’s CFO, Mr. Clifford advocated against key initiatives that were critical to succeeding in a competitive market. Following Mr. Clifford’s departure in 2013 as PENN’s CFO, these changes were implemented under the publicly announced P30 program and resulted in meaningful margin improvement. Further, during his interviews with PENN’s Nominating and Corporate Governance Committee, Mr.