PENN Entertainment, Inc. (PENN)
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May 1, 2026, 12:07 PM EDT - Market open
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AGM 2024

Jun 4, 2024

Jay Snowden
CEO and President, Penn Entertainment

Good morning, and thank you for attending Penn's annual meeting of shareholders. I am Jay Snowden, Penn Entertainment CEO and President, and a member of the board of directors. My privilege to call to order our 2024 annual meeting of shareholders. I will serve as the presiding officer for the meeting, which is being held via a live interactive webcast, so that our shareholders may attend, ask questions, and vote from anywhere in the world.

I am joined today by members of Penn's management team, including Chris Rogers, Penn's EVP, Chief Strategy and Legal Officer, and Secretary. Chris will serve as secretary for today's meeting. In addition, Penn's directors are also in attendance and are available to answer questions during the Q&A portion of the meeting. Turning to the business of the meeting, Chris, would you review the meeting mechanics and the matters to be voted on today?

Chris Rogers
EVP Chief Strategy and Legal Officer and Secretary, Penn Entertainment

Thank you, Jay. The meeting mechanics are as follows: shareholders could submit questions before the meeting and up until this point. We will now close the submission window, and we will address those questions that adhere to the rules of conduct during the Q&A portion of the meeting. Answers to any pertinent questions that we are unable to respond to during the meeting will be posted on our investor relations website as soon as practicable after the meeting and will remain posted for one week from that point. As of April 5th, 2024, the record date set for this annual meeting of shareholders, 151,867,302 shares of Penn common stock were outstanding. A representative from Broadridge Financial Solutions was appointed as the judge of elections for this meeting.

I have been advised by the judge of elections that a quorum is present. The polls for voting are open. If you have already voted, whether by mail, phone, or online, you do not need to vote again. However, if you have not yet voted or you would like to change your previous vote, you may do so now by clicking the Vote Here button at the bottom right of the webcast screen. The polls will remain open until the conclusion of the Q&A period of this meeting. The meeting agenda is as shown on the top of the webcast screen. The meeting rules of conduct are available on the bottom right of the screen. The meeting will be conducted in accordance with the agenda and the rules of conduct.

I have delivered the affidavit of distribution, affirming the mailing of the notice, and, if applicable, the proxy statement and the proxy card to each shareholder of record as of April 5th, 2024, the record date. I will now review the three matters to be voted upon. The first proposal is the election of the following three Class I director nominees to serve until our annual meeting held in 2027 and until the respective successors are duly elected and qualified. David Handler, Vimla Black-Gupta, and Anuj Dhanda. The director nominees that have been nominated by the board as candidates for election are listed in the proxy statement and all are current members of the board. The board recommends a vote for the election of each of the three Class I director nominees.

The second proposal is the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year 2024. The board recommends a vote for this proposal. Joining us today is David Johnson, PwC's 2024 engagement partner for Penn Entertainment. He has indicated that he does not wish to make a statement during today's meeting, but he will be available to answer questions during the Q&A period.

Thank you, David, for joining us. The third and final proposal is an advisory vote to approve the fiscal 2023 compensation of our named executive officers, as disclosed in the proxy statement, and to approve the corresponding resolution in the proxy statement related to this proposal. The board recommends a vote for this proposal for the detailed reasons set out in our proxy statement. No other proposals or business were properly submitted for consideration at this meeting, and therefore, the proposals presented are the only ones before the meeting. With that, I turn it back over to you, Jay.

Jay Snowden
CEO and President, Penn Entertainment

Thanks, Chris. Now I would like to move to the Q&A portion of the meeting, and we will answer any questions that have been submitted. Chris, have we received any pertinent questions on these proposals?

Chris Rogers
EVP Chief Strategy and Legal Officer and Secretary, Penn Entertainment

There were no pertinent questions submitted by shareholders on these proposals.

Jay Snowden
CEO and President, Penn Entertainment

Thank you. And with that, I will call an end to the Q&A portion of today's meeting and declare the polls closed. We will now announce the preliminary results, voting results for each of the proposals. Chris, please announce the results.

Chris Rogers
EVP Chief Strategy and Legal Officer and Secretary, Penn Entertainment

The judge of elections has notified me of the following preliminary voting results. On Proposal One, each of the three Class I director nominees has been duly elected to serve until the 2027 annual meeting. On Proposal Two, the appointment of PwC as the company's independent registered accounting firm for fiscal 2024 has been ratified. On Proposal Three, the fiscal year 2023 compensation of our named executive officers has been approved on an advisory basis. The final voting results will be disclosed in a current report on Form 8-K and filed with the Securities and Exchange Commission within four business days.

Jay Snowden
CEO and President, Penn Entertainment

Thank you, Chris. That concludes the business of this meeting. The meeting is now adjourned. Thank you all very much for attending.

Operator

This concludes the meeting. You may now disconnect.

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