PENN Entertainment, Inc. 8-K

What Happened

• PENN Entertainment, Inc. announced on Feb. 22, 2026 that it entered a Cooperation Agreement with HG Vora Capital Management and related parties. The company has appointed Heather Ace and Jeffrey Fox as Class II directors (terms expiring at the 2028 Annual Meeting) and Fabio Schiavolin as a Class III director (term expiring at the 2026 Annual Meeting).
• The company issued a press release on Feb. 23, 2026 announcing the agreement and appointments.

Key Details

• Agreement date: February 22, 2026; press release dated February 23, 2026 (filed as Exhibit 99.1).
• Director terms: Heather Ace and Jeffrey Fox — Class II directors, terms expire at the 2028 Annual Meeting; Fabio Schiavolin — Class III director, term expires at the 2026 Annual Meeting.
• Proxy and election commitments: PENN will use its reasonable best efforts to cause the election of Mr. Schiavolin at the 2026 Annual Meeting, including listing him on the company proxy card and recommending shareholders vote for him, and supporting him no less vigorously than other nominees.
• Governance and restrictions: PENN agreed not to reduce the number of Class II directors below four until after the 2028 Annual Meeting. HG Vora agreed to customary standstill restrictions and non-disparagement obligations (both expire 45 days before the deadline for shareholder nominations and proposals for the 2028 Annual Meeting). The agreement also includes customary voting commitments by HG Vora.

Why It Matters

• Board composition: The agreement changes PENN’s board makeup by adding three HG Vora‑aligned directors and locks in certain class‑level limits (Class II minimum) through 2028, which affects governance and control dynamics.
• Proxy support and near‑term vote: PENN’s explicit commitment to list and recommend Mr. Schiavolin for election at the 2026 Annual Meeting signals cooperation on near‑term director elections and reduces immediate proxy contest uncertainty.
• Investor relevance: These governance changes and standstill/voting commitments are material to shareholders because they affect board oversight, potential strategic direction, and shareholder voting outcomes. The full Cooperation Agreement is filed as Exhibit 10.1 to the 8‑K for detail.