---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-039656"
form_type: "8-K"
ticker: "PENN"
cik: "0000921738"
company_name: "PENN Entertainment, Inc."
filed_at: "2025-04-28T23:59:59+00:00"
generated_at: "2026-05-23T05:34:23.513890+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# PENN Entertainment announces board refreshment; three directors depart, two new nominees named

## Summary
- Ron Naples resigned from board effective April 25, 2025; Barbara Shattuck Kohn and Saul Reibstein will not stand for reelection at 2025 annual meeting.
- Board intends to nominate Johnny Hartnett (former CEO of Superbet) and Carlos Ruisanchez (former CFO of Pinnacle) to fill the two Class II seats.
- Changes follow engagement with activist investor HG Vora; company rejected HG Vora's request for board seats but appointed two of its nominees.
- Board reduced from nine to eight members; departing directors will serve as director emeriti until January 3, 2026.
- Company states digital business nearing inflection point, expects Interactive division profitable in 2026.

## SEC filing metadata
- accession: 0001104659-25-039656
- form_type: 8-K
- ticker: PENN
- cik: 0000921738
- company_name: PENN Entertainment, Inc.
- filed_at: 2025-04-28T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/921738/000110465925039656/0001104659-25-039656-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/921738/000110465925039656/tm2513313d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-039656
- JSON: https://secwatch.observer/filing/0001104659-25-039656.json
- Plain text: https://secwatch.observer/filing/0001104659-25-039656.txt

## Key facts
- Executive change
  Barbara Shattuck Kohn departed as Lead Independent Director at PENN Entertainment, Inc..
  - Action: not standing for reelection
  - Role: Lead Independent Director
  source text: Also on April 25, 2025, Barbara Shattuck Kohn and Saul Reibstein notified the Board of their respective decision not to stand for reelection to the Board at the expiration of their respective current term at the Company’s 2025 annual meeting of shareholders
  evidence_url: https://www.sec.gov/Archives/edgar/data/921738/000110465925039656/0001104659-25-039656-index.htm
- Executive change
  Saul Reibstein departed as Director at PENN Entertainment, Inc..
  - Action: not standing for reelection
  - Role: Director
  source text: Also on April 25, 2025, Barbara Shattuck Kohn and Saul Reibstein notified the Board of their respective decision not to stand for reelection to the Board at the expiration of their respective current term at the Company’s 2025 annual meeting of shareholders
  evidence_url: https://www.sec.gov/Archives/edgar/data/921738/000110465925039656/0001104659-25-039656-index.htm
- Executive change
  Ronald J. Naples resigned as Director at PENN Entertainment, Inc..
  - Action: resigned
  - Role: Director
  source text: On April 25, 2025, Ronald J. Naples resigned from the Board of Directors (the “Board”) of PENN Entertainment, Inc. (the “Company”) effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/921738/000110465925039656/0001104659-25-039656-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.