PENN Entertainment, Inc. 8-K

What Happened
PENN Entertainment, Inc. held its 2026 Annual Meeting of Shareholders on June 16, 2026 and reported the voting results in an 8-K filed June 18, 2026. Holders of 116,378,236 shares were present in person or by proxy. Four Class III director nominees were elected to serve until the 2029 Annual Meeting: Marla Kaplowitz, Jane Scaccetti, Fabio Schiavolin and Jay Snowden. PricewaterhouseCoopers LLP was ratified as the company’s independent registered public accounting firm for fiscal 2026. Shareholders also cast advisory votes on executive compensation, approved a third amendment to the 2022 Long-Term Incentive Compensation Plan, and voted on a shareholder proposal regarding annual director elections.

Key Details

• Total shares present (in person or by proxy): 116,378,236.
• Director election votes (FOR / WITHHELD / broker non-votes):
  • Marla Kaplowitz: 89,774,779 FOR; 13,297,143 WITHHELD; 13,306,314 broker non-votes.
  • Jane Scaccetti: 92,971,444 FOR; 10,100,478 WITHHELD; 13,306,314 broker non-votes.
  • Fabio Schiavolin: 102,312,318 FOR; 759,604 WITHHELD; 13,306,314 broker non-votes.
  • Jay Snowden: 99,755,630 FOR; 3,316,292 WITHHELD; 13,306,314 broker non-votes.
• Auditor ratification (PwC): 115,909,227 FOR; 276,451 AGAINST; 192,558 ABSTENTIONS; 0 broker non-votes.
• Advisory "say-on-pay": 90,146,492 FOR; 12,778,578 AGAINST; 146,852 ABSTENTIONS; 13,306,314 broker non-votes.
• Third amendment to 2022 Long-Term Incentive Plan: 81,706,683 FOR; 21,249,317 AGAINST; 115,922 ABSTENTIONS; 13,306,314 broker non-votes.
• Advisory vote on shareholder proposal for annual director elections: 82,389,215 FOR; 20,495,322 AGAINST; 187,385 ABSTENTIONS; 13,306,314 broker non-votes.

Why It Matters
The results confirm PENN’s board composition for the next term and reconfirm PwC as auditor, providing continuity for governance and financial oversight. The advisory "say-on-pay" passed with substantial support, while the long-term incentive plan amendment faced material opposition (over 21 million votes against), which investors may view as noteworthy feedback on compensation structure. The shareholder proposal on annual director elections also passed in an advisory vote, signaling shareholder interest in director election frequency. These outcomes are governance-related and could influence future board and compensation decisions.