No Shareholder Action Required at This Time
PENN Entertainment, Inc. (Nasdaq: PENN) (“PENN” or the
“Company”) today confirmed that its Board of Directors has received
notice from HG Vora Capital Management, LLC that it has nominated
three director candidates to stand for election to the Company’s
Board of Directors at PENN’s 2025 Annual Meeting of Shareholders.
PENN issued the following statement:
The PENN Board and management team are
committed to creating long-term value for all shareholders and will
continue to take actions to achieve that objective. We regularly
solicit feedback and engage with the investment community about our
strategy, performance and business priorities. The Board’s
Nominating and Corporate Governance Committee will carefully review
HG Vora’s proposed director nominees, in line with PENN’s normal
evaluation procedures, and present its formal recommendation
regarding the election of directors in the Company’s proxy
materials, which will be filed with the U.S. Securities and
Exchange Commission ahead of the 2025 Annual Meeting.
The 2025 Annual Meeting has not yet been scheduled, and PENN
shareholders are not required to take any action at this time.
Goldman Sachs & Co. LLC is serving as PENN’s financial
advisor and Wachtell, Lipton, Rosen & Katz is serving as legal
counsel.
About PENN Entertainment
PENN Entertainment, Inc., together with its subsidiaries
(“PENN,” or the “Company”), is North America’s leading provider of
integrated entertainment, sports content, and casino gaming
experiences. PENN operates in 28 jurisdictions throughout North
America, with a broadly diversified portfolio of casinos,
racetracks and online sports betting and iCasino offerings under
well-recognized brands including Hollywood Casino®, L’Auberge®,
ESPN BET™ and theScore BET Sportsbook and Casino®. PENN’s ability
to leverage its partnership with ESPN, the “worldwide leader in
sports,” and its ownership of theScore, the top digital sports
media brand in Canada, is central to the Company’s highly
differentiated strategy to expand its footprint and efficiently
grow its customer ecosystem. PENN’s focus on organic cross-sell
opportunities is reinforced by its market-leading retail casinos,
sports media assets, and technology, including a proprietary
state-of-the-art, fully integrated digital sports and iCasino
betting platform and an in-house iCasino content studio (PENN Game
Studios). The Company’s portfolio is further bolstered by its
industry-leading PENN Play™ customer loyalty program, offering its
31 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 the Company’s filings with the U.S. Securities and Exchange
Commission (the “SEC”), including the Company’s Annual Report on
Form 10-K for the year ended December 31, 2023, subsequent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Forward-looking statements speak only as of the date they are made
and, except for the Company’s ongoing obligations under the U.S.
federal securities laws, the Company undertakes no obligation to
publicly update any forward-looking statements whether as a result
of new information, future events or otherwise.
Important Additional Information Regarding Proxy
Solicitation
PENN intends to file a proxy statement and WHITE proxy card with
the SEC in connection with the solicitation of proxies for the
Company’s 2025 Annual Meeting of shareholders (the “Proxy
Statement” and such meeting, the “2025 Annual Meeting”). The
Company, its directors and certain of its executive officers will
be deemed participants in the solicitation of proxies from
shareholders in respect of the 2025 Annual Meeting. Information
regarding the names of the Company’s directors and executive
officers and their respective interests in the Company by security
holdings or otherwise is set forth in the Company’s proxy statement
for the 2024 Annual Meeting of shareholders, filed with the SEC on
April 23, 2024 (the “2024 Proxy Statement”), which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000921738/000114036124021379/ny20018854x1_def14a.htm,
including under the headings “Proposal 1: Election of Class I
Directors,” “Corporate Governance Matters,” “Director
Compensation,” “Security Ownership of Certain Beneficial Owners and
Management,” “Executive Compensation,” “Compensation Tables and
Arrangements” and “Pay Versus Performance.” To the extent holdings
of such participants in the Company’s securities have changed since
the amounts described in the 2024 Proxy Statement, such changes
have been reflected on Initial Statements of Beneficial Ownership
on Form 3 or Statements of Change in Ownership on Form 4 filed with
the SEC, by David A. Handler on May 8, 2024, by Felicia Hendrix on
May 8, 2024, by Anuj Dhanda on May 8, 2024, by David A. Handler on
May 31, 2024, by Jay A. Snowden on September 3, 2024, by Anuj
Dhanda on September 9, 2024, by David A. Handler on September 12,
2024, by Barbara Shattuck Kohn on January 7, 2025, by Christopher
Rogers on January 7, 2025, by David A. Handler on January 7, 2025,
by Anuj Dhanda on January 7, 2025, by Marla Kaplowitz on January 7,
2025, by Felicia Hendrix on January 7, 2025, by Ronald J. Naples on
January 7, 2025, by Jane Scaccetti on January 7, 2025, by Todd
George on January 7, 2025, by Jay A. Snowden on January 7, 2025, by
Vimla Black Gupta on January 7, 2025 and by Saul Reibstein on
January 7, 2025. Additional information can also be found in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2023, filed with the SEC on February 22, 2024, which is
available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/921738/000092173824000012/penn-20231231.htm.
Details concerning the nominees of the Company’s Board of Directors
for election at the 2025 Annual Meeting will be included in the
Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE
COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS AND
SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. These documents, including the definitive Proxy
Statement (and any amendments or supplements thereto) and other
documents filed by the Company with the SEC, will be available for
no charge at the SEC’s website at http://www.sec.gov and at the
Company’s investor relations website at
https://www.pennentertainment.com/corp/investors.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250129519635/en/
Investors: Joseph N. Jaffoni, Richard Land JCIR
212-835-8500 or penn@jcir.com
Media: Matt Sherman / Aura Reinhard / Sophie Throsby /
Maeve Barbour Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Grafico Azioni PENN Entertainment (NASDAQ:PENN)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni PENN Entertainment (NASDAQ:PENN)
Storico
Da Feb 2024 a Feb 2025
