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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date
of earliest event reported): February 22, 2026
PENN Entertainment, Inc.
(Exact Name of Registrant as Specified in Charter)
| Pennsylvania |
|
0-24206 |
|
23-2234473 |
(State or Other Jurisdiction of
Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610
(Address of Principal
Executive Offices, and Zip Code)
610-373-2400
(Registrant’s Telephone Number, Including Area Code)
(Former name, former address and former fiscal
year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common Stock, $0.01 par value per share |
PENN |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On February 22, 2026, PENN Entertainment, Inc.
(the “Company”) entered into a cooperation agreement (the “Cooperation Agreement”) with HG Vora Capital Management,
LLC and certain related parties (collectively, “HG Vora”).
The Cooperation Agreement provides, among other
things, that the Board of Directors (the “Board”) of the Company will take all action necessary to appoint Heather Ace as
a Class II director with a term expiring at the Company’s 2028 Annual Meeting of Shareholders, Jeffrey Fox as a Class II director
with a term expiring at the Company’s 2028 Annual Meeting of Shareholders and Fabio Schiavolin as a Class III director with a term
expiring at the Company’s 2026 Annual Meeting of Shareholders. The Cooperation Agreement further provides that the Company will
use its reasonable best efforts to cause the election of Mr. Schiavolin at the Company’s 2026 Annual Meeting of Shareholders, including
by listing Mr. Schiavolin in the proxy card prepared, filed and delivered in connection with such meeting and recommending that the Company’s
shareholders vote in favor of the election of Mr. Schiavolin and otherwise supporting him for election in a manner no less rigorous and
favorable than the manner in which the Company supports its other nominees in the aggregate. The Company has agreed to not decrease the
number of directors classified as Class II to fewer than four directors until after the date of the Company’s 2028 Annual Meeting
of Shareholders.
Pursuant to the Cooperation Agreement, HG Vora
has agreed to abide by certain customary standstill restrictions, and the Company and HG Vora have also agreed to certain non-disparagement
obligations, in each case which remain in effect until the forty-five days prior to the deadline for the submission of shareholder nominations
of directors and business proposals for the Company’s 2028 Annual Meeting of Shareholders. The Cooperation Agreement also contains
certain customary voting commitments by HG Vora and other provisions.
The foregoing description of the Cooperation Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 1.01 is incorporated
herein by reference.
On February 22, 2026, the Board appointed Ms.
Ace to the Board as a Class II director with a term expiring at the Company’s 2028 Annual Meeting of Shareholders, Mr. Fox to the
Board as a Class II director with a term expiring at the Company’s 2028 Annual Meeting of Shareholders and Mr. Schiavolin to the
Board as a Class III director with a term expiring at the Company’s 2026 Annual Meeting of Shareholders. In connection with the
appointments of Ms. Ace, Mr. Fox and Mr. Schiavolin, the Board (i) increased the size of the Board from eight to eleven members, (ii)
increased the number of Class II directors from two to four, and (iii) increased the number of Class III directors from three to four.
Except for the Cooperation Agreement, there were
no arrangements or understandings pursuant to which Ms. Ace, Mr. Fox or Mr. Schiavolin were appointed to the Board. Since the beginning
of the last fiscal year, there have been no related party transactions between the Company and Ms. Ace, Mr. Fox or Mr. Schiavolin that
would be reportable under Item 404(a) of Regulation S-K.
Ms. Ace, Mr. Fox and Mr. Schiavolin will participate
in the same compensation program as each of the Company’s other non-employee directors. This program for the most recent fiscal
year is described under “Non-Employee Director Compensation” in the Company’s proxy statement for its 2025 Annual Meeting
of Shareholders, filed with the Securities and Exchange Commission on April 28, 2025.
Item 7.01. Regulation FD Disclosure.
On February 23, 2026, the Company issued a press
release announcing the Company’s entry into the Cooperation Agreement and the appointment of Ms. Ace, Mr. Fox and Mr. Schiavolin
to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The information contained in this Item 7.01, including
Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into
any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific
reference to such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 |
Cooperation Agreement, dated February 22, 2026, by and between the Company and HG Vora.* |
| 99.1 |
Press Release, dated February 23, 2026 (furnished under Item 7.01). |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit
will be furnished supplementally to the U.S. Securities and Exchange Commission upon request; provided, however, that the parties may
request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: |
February 23, 2026 |
PENN ENTERTAINMENT, INC. |
| |
|
|
|
| |
|
By: |
/s/ Christopher Rogers |
| |
|
|
Christopher Rogers |
| |
|
|
Executive Vice President, Chief Strategy and Legal Officer and Secretary |
Exhibit 99.1
PENN Entertainment Appoints Three New Independent
Directors to Board
Adds Heather Ace, Jeffrey Fox and Fabio Schiavolin,
Bringing Decades of Experience in Global Gaming,
Technology, Digital Infrastructure, Finance and Human Resources
Enters into Cooperation Agreement with HG Vora
WYOMISSING, Pa., February 23, 2026 — PENN Entertainment, Inc. (Nasdaq:
PENN) (“PENN” or the “Company”) today announced the appointment of three new independent directors, Heather Ace,
Jeffrey Fox and Fabio Schiavolin, to its Board of Directors (the “Board”), effective immediately. In connection with these
appointments, the Company has entered into a cooperation agreement with HG Vora Capital Management, LLC and certain of its affiliates
(collectively, “HG Vora”).
David Handler, Chair of PENN’s Board, said, “On behalf
of the Board, we are pleased to welcome Heather, Jeff and Fabio, highly accomplished individuals who each bring deeply relevant experience.”
The cooperation agreement between PENN and HG Vora, which will be filed
with the Securities and Exchange Commission (the “SEC”) on a Form 8-K, includes customary voting, standstill and other provisions
that will remain in effect through the 2027 Annual Meeting of Shareholders.
About Heather Ace
Heather Ace serves as Executive Vice President and Chief Human Resources
Officer of Qualcomm Incorporated. Previously, she was the Chief Human Resources Officer at Dexcom and, prior to Dexcom, served as the
Executive Vice President of global HR at Orexigen Therapeutics, the Business Integration Leader for Royal Philips’ HealthTech acquisition
of Volcano Corporation, the Executive Vice President of global HR at Volcano Corporation and held various HR executive roles at Life Technologies.
Ms. Ace also was a partner at Gray Cary Ware & Freidenrich (now DLA Piper), where she practiced litigation and employment law, specializing
in mergers and acquisitions. She holds a bachelor’s degree in Law & Society from the University of California, Santa Barbara
and a J.D. from Santa Clara School of Law.
About Jeffrey Fox
Jeffrey Fox is the CEO and Founder of Circumference Group, overseeing
the firm’s management and business strategy. He most recently served as President and Chief Executive Officer of Endurance International
Group Holdings, Inc. Prior to joining Endurance, Mr. Fox served as President and CEO of Convergys Corporation and, before Convergys, held
multiple positions at Alltel Corporation. Mr. Fox began his career in investment banking at Merrill Lynch and Stephens
Inc. He holds a B.A. in Economics from Duke University.
About Fabio Schiavolin
Fabio Schiavolin is the former CEO of Snaitech S.p.A., the largest
public company in Italy dedicated to the gaming and entertainment sector. As CEO of Snaitech, he participated in the company’s merger
with Playtech plc, an international company focused on gaming technology with operations in more than 17 countries. Prior to his position
at Snaitech, Mr. Schiavolin created Cogetech, a key player in the Italian gaming machine market, which merged with Snai in 2015 to form
Snaitech. Mr. Schiavolin started his career at Cirsa, a Spanish multinational casino and gambling machine operator. He received his master’s
degree in business administration from Università di Bologna.
About PENN Entertainment, Inc.
PENN Entertainment, Inc., together with its subsidiaries, operates
in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks, and online sports betting and
iCasino offerings. PENN’s focus is on organic cross-sell opportunities, reinforced by its market-leading retail casinos, sports
media assets and technology, including a proprietary state-of-the-art, fully integrated digital sports betting and iCasino platform, and
an in-house iCasino content studio. The Company’s portfolio is further bolstered by its industry-leading PENN Play™ customer
loyalty program, offering its over 33 million members a unique set of rewards and experiences.
Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking
terminology such as “expects,” “believes,” “estimates,” “projects,” “intends,”
“plans,” “goal,” “seeks,” “may,” “will,” “should,” “look
forward to,” or “anticipates” or the negative or other variations of these or similar words, or by discussions of future
events, strategies or risks and uncertainties. These statements are based upon management's current expectations, assumptions and estimates
and are not guarantees of timing, future results, or performance. Therefore, you should not rely on any of these forward-looking statements
as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of
risks, uncertainties and other factors, including those factors described in PENN’s filings with the SEC, including PENN’s
current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on Form 10-K for the year ended December 31, 2024.
Forward-looking statements speak only as of the date they are made and, except for PENN’s ongoing obligations under the U.S. federal
securities laws, PENN undertakes no obligation to publicly update any forward-looking statements whether as a result of new information,
future events or otherwise.
Contact:
Eric Schippers
Senior Vice President, Public Affairs
PENN Entertainment
610-373-2400
