Thank you for attending PENN's Annual Meeting of Shareholders. I am Jay Snowden, PENN Entertainment's CEO and President, and a member of the Board of Directors. It is my privilege to call to order our 2025 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 by members of PENN's management team, including Chris Rogers, PENN's Executive Vice President, 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. Turning to the business of the meeting, Chris, would you review the meeting mechanics and the matters to be voted on today?
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 appropriate 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 28, 2025, the record date set for this Annual Meeting of Shareholders, 150,800,295 shares of PENN Common stock were outstanding. A representative from First Coast Results 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 on "Meeting Valid" under the meeting material section of this webcast screen. The polls will remain open until the conclusion of the Q&A period of this meeting. The meeting agenda is shown at the top of the webcast screen. The meeting rules of conduct are available at 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 a white proxy card to each shareholder of record as of April 28, 2025, the record date.
Accordingly, the annual meeting is deemed duly called, and this notice of annual meeting is deemed properly given to our shareholders in accordance with the applicable provisions of our bylaws and applicable law. I will now review the five matters to be voted on. The first proposal is the election of the following two Class II Director nominees to serve until our annual meeting held in 2028 and until the respective successors are duly elected and qualified: Johnny Hartnett and Carlos Ruis anchez. The director nominees that have been nominated by the board as candidates for election are listed in the proxy statement. The board recommends a vote for the election of both the Class II Director nominees. Ms. Lamb from HG Vora and Mr. Brand from White & Case, HG Vora's outside counsel, are in attendance to present for up to five minutes on proposal number one.
Operator, would you please open Ms. Lamb's and Mr. Brand's lines?
Their lines are now live.
My name is Mandy Lamb, an authorized representative of HG Vora Capital Management LLC, which is the investment manager of HG Vora Special Opportunities Master Fund Ltd. HG Vora Special Opportunities Master Fund Ltd is the record holder of 100 shares of common stock of the company and collectively with its affiliates a very large shareholder of the company. HG Vora Special Opportunities Master Fund Ltd has provided notice to the company of its intention to nominate the following three individuals for election to the board of directors in accordance with the company's bylaws: Johnny Hartnett, Carlos Ruis anchez, and William Clifford. On behalf of HG Vora Special Opportunities Master Fund Ltd, I hereby nominate the following individuals for election as directors of the company: Johnny Hartnett, Carlos Ruis anchez, and William Clifford.
Thank you, Ms. Lamb. Pursuant to the company's bylaws, the board has set the number of Class II Directors at two, and therefore a proposal to nominate a third Class II Director is out of order and not permitted. The second proposal is the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year 2025. The board recommends a vote for this proposal. Joining us today is David Johnson, PwC's 2025 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 proposal is an advisory vote to approve the fiscal 2024 compensation of our named executive officers, as disclosed in the proxy statement, and to approve the corresponding resolution in the proxy statement relating to this proposal. The board recommends a vote for this proposal for the detailed reasons set out in our proxy statement. The fourth proposal is a second amendment to our 2022 long-term incentive compensation plan, as disclosed in the proxy statement. The board recommends a vote for this proposal. The fifth and final proposal is a non-binding shareholder proposal for the board to commission and disclose a report on the potential cost savings to the adoption of a smoke-free policy for PENN Entertainment properties. The board recommends a vote against this proposal for the detailed reasons set out in our proxy statement. Mr.
Frick from American Nonsmokers' Rights Foundation is in attendance to present for up to three minutes on the non-binding shareholder proposal for the board to commission and disclose a report on the potential cost savings to the adoption of a smoke-free policy for PENN Entertainment properties. Operator, would you please open Mr. Frick's line?
Good morning, members of the board and fellow shareholders. My name is Bronson Frick, and I'm speaking on behalf of the American Nonsmokers' Rights Foundation in support of proposal five. This proposal seeks increased transparency into how PENN evaluates and manages risks associated with indoor secondhand smoke, risks that can affect workforce well-being, guest satisfaction, regulatory exposure, and long-term operational performance. As long-term investors, we find the current level of disclosure insufficient to assess how these issues are integrated into the company's broader risk oversight. We appreciate that PENN engaged in constructive dialogue. However, we were unable to reach an agreement that would justify withdrawing the proposal. We believe this request aligns with sound governance practices and provides decision-useful information for shareholders. To clarify, this proposal does not call for a policy change.
It simply requests a report evaluating the potential business benefits of smoke-free indoor air, enabling shareholders to better understand the relevant risks, cost factors, and strategic opportunities on a rapidly evolving issue. With nearly 90% of U.S. adults being non-smokers, PENN does not disclose whether it surveys employees or guests on smoking preferences or how it measures the operational impacts of secondhand smoke, such as turnover, absenteeism, healthcare costs, maintenance burdens, or customer recruitment and retention for both gaming and non-gaming operations. Already, 20 states require commercial casinos to be smoke-free indoors. More than 100 sovereign tribal casinos have also adopted smoke-free policies, demonstrating that this standard is feasible, scalable, and increasingly expected post-pandemic.
ASHRAE, the recognized authority on indoor air quality, has stated there is currently no available or reasonably anticipated ventilation or air cleaning system that can adequately control and reduce the health risks of secondhand smoke to an acceptable level. As shareholders evaluating long-term business resilience, we believe greater transparency on this issue supports PENN's ability to manage evolving workforce, regulatory, and reputational risks. We respectfully urge shareholders to support proposal five. Thank you.
Thank you, Mr. Frick. 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.
Thanks, Chris. Now I would like to move to the Q&A portion of the meeting, and we will answer questions that have been submitted. We have allotted up to 10 minutes to address any questions relating to proposals one through five. Chris, have we received any pertinent questions on these proposals?
There were no pertinent questions submitted by shareholders on these proposals.
Thank you. With that, I call an end to the Q&A portion of today's meeting and declare the polls closed. We will now announce the preliminary voting results for each of the proposals. Chris, please announce the results.
The judge of elections has notified me of the following preliminary voting results. On proposal one, both of the Class II D irector nominees have been duly elected to serve until the 2028 annual meeting. On proposal two, the appointment of PwC as the company's independent registered public accounting firm for fiscal year 2025 has been ratified. On proposal three, the fiscal year 2024 compensation of our named executive officers has not been approved on an advisory basis. On proposal four, the second amendment to our 2022 long-term incentive compensation plan has been approved. On proposal five, the commissioning of a report on the effects of a company-wide non-smoking policy has not been approved. The final voting results will be disclosed on a current report on Form 8-K and filed with the Securities and Exchange Commission within four business days.
Thank you, Chris. That concludes the business of this meeting. The meeting is now adjourned. Thank you all very much for attending.
This concludes the meeting. You may now disconnect.