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PENN Entertainment (PENN) posts 2026 annual shareholder meeting voting outcomes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PENN Entertainment, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on June 16, 2026. Holders of 116,378,236 shares of common stock were present in person or by proxy.

Shareholders elected four directors: Marla Kaplowitz (89,774,779 votes for, 13,297,143 withheld), Jane Scaccetti (92,971,444 for, 10,100,478 withheld), Fabio Schiavolin (102,312,318 for, 759,604 withheld) and Jay Snowden (99,755,630 for, 3,316,292 withheld). Other directors’ terms continued without being up for election.

Shareholders also voted on additional proposals described in the definitive proxy statement, including one item receiving 115,909,227 votes for, 276,451 against and 192,558 abstentions, and others with for votes ranging from about 81.7 million to 90.1 million, plus broker non-votes of 13,306,314 on each such item.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented 116,378,236 shares Common stock present or by proxy at 2026 Annual Meeting
Votes for Kaplowitz 89,774,779 votes Election of director Marla Kaplowitz
Votes for Scaccetti 92,971,444 votes Election of director Jane Scaccetti
Votes for Schiavolin 102,312,318 votes Election of director Fabio Schiavolin
Votes for Snowden 99,755,630 votes Election of director Jay Snowden
Largest non-director proposal support 115,909,227 votes for Additional proposal described in proxy statement
Broker non-votes per item 13,306,314 shares Broker non-votes on each director and other proposals
Annual Meeting of Shareholders financial
"PENN Entertainment, Inc. held its 2026 Annual Meeting of Shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
definitive proxy statement regulatory
"described in detail in the Company’s definitive proxy statement filed"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
broker non-votes financial
"the number of abstentions and broker non-votes with respect to each matter"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
emerging growth company regulatory
"Emerging growth company PENN Entertainment, Inc."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Commission File Number regulatory
"0-24206 (Commission File Number)"
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Understanding 8-K Material Events →
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): June 16, 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 5.07.
Submission of Matters to a Vote of Security Holders.

PENN Entertainment, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on June 16, 2026. There were present at the Annual Meeting, either in person or by proxy, holders of 116,378,236 shares of common stock. A description of each matter voted upon at the Annual Meeting is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

1.
The following Class III Director nominees were elected to the Company’s Board of Directors (the “Board”) to serve until the 2029 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. The votes cast for each nominee were as follows:

Director
  
Votes FOR
  
Votes WITHHELD
  
Broker Non-Votes
Marla Kaplowitz
  
89,774,779
  
13,297,143
  
13,306,314
Jane Scaccetti
  
92,971,444
  
10,100,478
  
13,306,314
Fabio Schiavolin
  
102,312,318
  
759,604
  
13,306,314
Jay Snowden
  
99,755,630
  
3,316,292
  
13,306,314

The term of office of each of David Handler, Vimla Black-Gupta, Anuj Dhanda, Heather Ace, Jeffrey Fox, Johnny Hartnett and Carlos Ruisanchez continued following the Annual Meeting.

2.
The results of the vote to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the 2026 fiscal year were as follows:

Votes FOR
  
Votes AGAINST
  
Abstentions
  
Broker Non-Votes
115,909,227
  
276,451
  
192,558
  
0

3.
The results of the advisory vote on executive compensation of the Company’s Named Executive Officers for the 2025 fiscal year were as follows:

Votes FOR
  
Votes AGAINST
  
Abstentions
  
Broker Non-Votes
90,146,492
  
12,778,578
  
146,852
  
13,306,314

4.
The results of the vote to approve the third amendment to the Company’s 2022 Long-Term Incentive Compensation Plan were as follows:

Votes FOR
  
Votes AGAINST
  
Abstentions
  
Broker Non-Votes
81,706,683
  
21,249,317
  
115,922
  
13,306,314

5.
The results of the advisory vote to approve the shareholder proposal regarding the annual elections of directors were as follows:

Votes FOR
  
Votes AGAINST
  
Abstentions
  
Broker Non-Votes
82,389,215
  
20,495,322
  
187,385
  
13,306,314

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:
June 18, 2026
PENN ENTERTAINMENT, INC.
       
   
By:
/s/ Christopher Rogers
     
Christopher Rogers
     
Executive Vice President, Chief Strategy and Legal Officer and Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did PENN (PENN) report from its 2026 Annual Meeting of Shareholders?

PENN reported voting results from its 2026 Annual Meeting of Shareholders. The meeting covered director elections and several proposals detailed in the proxy statement, with each item receiving specific levels of shareholder support and broker non-votes.

How many PENN (PENN) shares were represented at the 2026 annual meeting?

A total of 116,378,236 PENN common shares were represented in person or by proxy. This figure shows how much of the company’s outstanding equity was present for voting on directors and other proposals at the 2026 Annual Meeting.

Which directors were elected at PENN’s 2026 Annual Meeting and with how many votes?

Shareholders elected Marla Kaplowitz, Jane Scaccetti, Fabio Schiavolin and Jay Snowden. Each received between about 89.8 million and 102.3 million votes for, with smaller withhold votes and 13,306,314 broker non-votes reported for each director election.

Were all PENN director nominees approved at the 2026 Annual Meeting?

Yes, all four named director nominees received more votes for than withheld. Kaplowitz, Scaccetti, Schiavolin and Snowden each secured strong support, while several other directors’ existing terms continued without being subject to a shareholder vote at this meeting.

What non-director proposals did PENN shareholders vote on in 2026?

Shareholders voted on several additional proposals described in the April 27, 2026 proxy statement. One item received 115,909,227 votes for and minimal opposition, while other items saw for votes between 81.7 million and 90.1 million, plus consistent broker non-votes.

What are broker non-votes in PENN’s 2026 Annual Meeting results?

Broker non-votes occur when brokers hold shares for clients but do not receive instructions on certain proposals. PENN reported 13,306,314 broker non-votes for each director election and the other proposals that required explicit shareholder directions.

Filing Exhibits & Attachments

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