Say-on-Pay Fails at PENN as Auditor and Equity Plan Win Approval

Rhea-AI Filing Summary

PENN Entertainment (Nasdaq:PENN) filed a Form 8-K reporting the final voting results from its 2025 Annual Meeting held on June 17 2025, at which 117,166,555 shares were represented.

Director elections: Class II nominees Johnny Harnett and Carlos Ruisanchez were re-elected to the board through the 2028 meeting, receiving 108.4 million and 108.4 million votes FOR, respectively, with fewer than 0.7 million votes withheld for each and 8.1 million broker non-votes.

Auditor ratification: PricewaterhouseCoopers LLP was reaffirmed as independent auditor for fiscal 2025 by a wide margin—112.9 million FOR, 1.2 million AGAINST, 3.0 million abstentions.

Say-on-pay (advisory vote): Shareholders rejected the 2024 executive compensation package; only 38.4 million votes (≈37%) were in favor versus 65.1 million (≈63%) against, with 4.8 million abstentions and 8.9 million broker non-votes, signalling notable dissatisfaction with pay practices.

Equity plan amendment: The second amendment to the 2022 Long-Term Incentive Compensation Plan passed—77.3 million FOR (≈65%), 26.3 million AGAINST, 4.7 million abstentions.

Shareholder proposal: A proposal requesting a report on the impacts of adopting a company-wide non-smoking policy failed (21.5 million FOR, 81.7 million AGAINST, 5.0 million abstentions).

Under Item 7.01, the company furnished (not filed) a press release summarizing preliminary results; no financial statements or operational updates accompanied this disclosure.

Positive

• None.

Negative

• Shareholders rejected 2024 executive compensation: only 38.4 million votes FOR (≈37%) versus 65.1 million AGAINST, indicating significant governance concern.

Insights

Corporate Governance Expert

TL;DR: Failed say-on-pay spotlights compensation concerns despite board stability.

The decisive 63% opposition to 2024 executive pay is the filing’s most material element. While advisory, such a defeat often triggers board-level review of pay metrics, heightened proxy-adviser scrutiny and potential engagement by activist investors. In contrast, directors were re-elected with near-unanimous support and PwC’s ratification (97% FOR) preserves audit continuity, indicating shareholder frustration is narrowly focused on remuneration rather than broad governance. Approval of the LTIP amendment suggests investors still endorse equity-based incentives, but want different payout structures. The failed non-smoking proposal shows limited appetite for operational policy changes. Overall, the event adds moderate governance risk that may influence future compensation design but carries negligible near-term financial impact.

Event Analyst

TL;DR: Routine meeting with one surprise—compensation vote fails, limited market impact.

Aside from the compensation defeat, outcomes were predictable: directors retained, auditor confirmed, LTIP expanded. Historically, isolated say-on-pay failures produce modest price reactions unless followed by further activism. Because no operational or financial data were disclosed, consensus estimates, leverage and liquidity assumptions remain unchanged. Still, the vote could catalyze discussions with large holders ahead of the 2026 proxy season. Near-term valuation effect is neutral, but governance optics warrant monitoring.

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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): June 17, 2025

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 2025 Annual Meeting of Shareholders (the “Annual Meeting”) on June 17, 2025. There were present at the Annual Meeting, either in person or by proxy, holders of 117,166,555 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 28, 2025. 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 II Director nominees were elected to the Company’s Board of Directors (the “Board”) to serve until the 2028 Annual Meeting of Shareholders. The votes cast for each nominee were as follows:

Director		Votes FOR		Votes WITHHELD		Broker Non-Votes
Johnny Harnett		108,409,603		699,900		8,057,052
Carlos Ruisanchez		108,370,058		739,455		8,057,052

The term of office of each of David Handler, Vimla Black-Gupta, Anuj Danda, Marla Kaplowitz, Jane Scaccetti and Jay Snowden 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 2025 fiscal year were as follows:

Votes FOR		Votes AGAINST		Abstentions		Broker Non-Votes
112,928,192		1,191,010		3,047,353		0

3. The results of the advisory vote on executive compensation of the Company’s Named Executive Officers for the 2024 fiscal year were as follows:

Votes FOR		Votes AGAINST		Abstentions		Broker Non-Votes
38,425,126		65,078,367		4,760,640		8,902,422

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

Votes FOR		Votes AGAINST		Abstentions		Broker Non-Votes
77,271,973		26,323,148		4,669,012		8,902,422

5. The results of the advisory vote to approve the shareholder proposal regarding the commissioning of a report on the effects of a company-wide non-smoking policy were as follows:  

Votes FOR		Votes AGAINST		Abstentions		Broker Non-Votes
21,487,739		81,735,962		5,040,432		8,902,422

Item 7.01. Regulation FD Disclosure.

On June 17, 2025, the Company issued a press release announcing the preliminary voting results with respect to the election of directors from the Annual Meeting, a copy of which is attached as Exhibit 99.1 and incorporated by reference in this Item 7.01.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, 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
99.1	Press Release, dated June 17, 2025, issued by PENN Entertainment, Inc. (furnished under Item 7.01)
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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 23, 2025	PENN ENTERTAINMENT, INC.
		By:	/s/ Christopher Rogers
			Christopher Rogers
			Executive Vice President, Chief Strategy and Legal Officer and Secretary

FAQ

What percentage of PENN (PENN) shareholders supported the 2024 executive compensation package?

The Form 8-K shows roughly 37% support—38,425,126 votes FOR versus 65,078,367 AGAINST.

Were PENN’s Class II directors re-elected at the 2025 Annual Meeting?

Yes. Johnny Harnett received 108,409,603 votes FOR and Carlos Ruisanchez 108,370,058 votes FOR, securing terms until 2028.

Did shareholders ratify PricewaterhouseCoopers as PENN’s auditor for fiscal 2025?

Yes. The auditor ratification passed with 112,928,192 FOR, 1,191,010 AGAINST and 3,047,353 abstentions.

Was the amendment to PENN’s 2022 Long-Term Incentive Compensation Plan approved?

Yes. 77,271,973 votes (≈65%) were FOR, 26,323,148 AGAINST and 4,669,012 abstained.

Did the shareholder proposal on adopting a company-wide non-smoking policy pass?

No. The proposal failed with 21,487,739 votes FOR and 81,735,962 AGAINST.

How many shares were represented at PENN’s 2025 Annual Meeting?

The 8-K states that 117,166,555 shares were present in person or by proxy.