---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-029128"
form_type: "8-K"
ticker: "PENN"
cik: "0000921738"
company_name: "PENN Entertainment, Inc."
filed_at: "2023-06-09T23:59:59+00:00"
generated_at: "2026-06-14T04:33:33.089209+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# PENN shareholders approve LTIP amendment, adding 7M shares; re-elect directors

## Summary
- Shareholders approved amendment to 2022 LTIP, increasing authorized shares from 6.87M to 13.87M.
- Class III directors elected: Vimla Black-Gupta, Marla Kaplowitz, Jane Scaccetti, Jay Snowden.
- Ratified Deloitte & Touche as FY2023 auditor with 99.8% votes for (126.6M for, 0.2M against).
- Advisory say-on-pay passed with ~90% for; shareholders chose annual frequency for future votes.

## SEC filing metadata
- accession: 0001140361-23-029128
- form_type: 8-K
- ticker: PENN
- cik: 0000921738
- company_name: PENN Entertainment, Inc.
- filed_at: 2023-06-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/921738/000114036123029128/0001140361-23-029128-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/921738/000114036123029128/brhc20054208_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-029128
- JSON: https://secwatch.observer/filing/0001140361-23-029128.json
- Plain text: https://secwatch.observer/filing/0001140361-23-029128.txt

## Key facts
- Shareholder Votes
  PENN Entertainment, Inc. shareholders approved Election of Class III Directors at the 2023-06-06 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: 1. The following Class III Director nominees were elected to the Company’s Board of Directors to serve until the 2026 Annual Meeting of Shareholders. The votes cast for each nominee were as follows: Director Votes FOR Votes WITHHELD Broker Non-Votes Vimla Black-Gupta 105,651,971 2,348,890 18,927,322 Marla Kaplowitz 102,368,626 5,632,235 18,927,322 Jane Scaccetti 106,473,681 1,527,180 18,927,322 Jay Snowden 105,417,500 2,583,361 18,927,322
  evidence_url: https://www.sec.gov/Archives/edgar/data/921738/000114036123029128/0001140361-23-029128-index.htm
- Shareholder Votes
  PENN Entertainment, Inc. shareholders approved Advisory vote on executive compensation of the Company's Named Executive Officers for 2022 at the 2023-06-06 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: 3. The results of the advisory vote on executive compensation of the Company’s Named Executive Officers for the 2022 fiscal year were as follows: Votes FOR Votes AGAINST Abstentions Broker Non-Votes 97,134,462 10,705,026 161,373 18,927,322
  evidence_url: https://www.sec.gov/Archives/edgar/data/921738/000114036123029128/0001140361-23-029128-index.htm
- Shareholder Votes
  PENN Entertainment, Inc. shareholders approved Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm at the 2023-06-06 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: 2. The results of the vote to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the 2023 fiscal year were as follows: Votes FOR Votes AGAINST Abstentions Broker Non-Votes 126,571,979 246,222 109,982 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/921738/000114036123029128/0001140361-23-029128-index.htm
- Shareholder Votes
  PENN Entertainment, Inc. shareholders approved Advisory vote on the frequency of shareholder advisory votes on executive compensation at the 2023-06-06 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: 4. The results of the advisory vote on the frequency of the shareholder advisory vote to approve executive compensation paid to the Company’s named executive officers were as follows: One Year Two Years Three Years Abstentions Broker Non-Votes 106,064,769 107,639 1,658,741 169,712 18,927,322
  evidence_url: https://www.sec.gov/Archives/edgar/data/921738/000114036123029128/0001140361-23-029128-index.htm
- Shareholder Votes
  PENN Entertainment, Inc. shareholders approved Approval of amendment to 2022 Long Term Incentive Compensation Plan to increase authorized shares at the 2023-06-06 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: 5. The results of the vote to approve the amendment to the Company’s 2022 Long Term Incentive Compensation Plan to increase the number of authorized shares were as follows: Votes FOR Votes AGAINST Abstentions Broker Non-Votes 85,087,760 22,706,814 206,287 18,927,322
  evidence_url: https://www.sec.gov/Archives/edgar/data/921738/000114036123029128/0001140361-23-029128-index.htm

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