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Get filing alertsPENN shareholders approve annual director elections, equity plan amendment at 2026 meeting
Filed June 18, 2026 · Period ending June 16, 2026 · ~1 min read
Key Changes
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high
Shareholders approved advisory proposal for annual director elections with 80.1% support (82.4M for, 20.5M against, 13.3M broker non-votes), signaling preference to move from staggered three-year terms to annual elections for enhanced board accountability.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Third amendment to 2022 equity plan passed with 79.4% support (81.7M for, 21.2M against, 13.3M broker non-votes); elevated 20.6% opposition suggests some shareholder concern about dilution or plan terms.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Four Class III directors elected to three-year terms through 2029 with 87.1%–99.3% support of votes cast: Kaplowitz (89.8M for, 13.3M withheld), Scaccetti (92.9M for, 10.1M withheld), Schiavolin (102.3M for, 0.8M withheld), Snowden (99.8M for, 3.3M withheld); 13.3M broker non-votes on each.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Say-on-pay approved with 87.6% support (90.1M for, 12.8M against, 13.3M broker non-votes); 12.4% opposition within normal range, indicating no significant concern about executive compensation practices.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
PricewaterhouseCoopers LLP ratified as 2026 auditor with 99.6% approval (115.9M for, 0.3M against); routine outcome with no shareholder concerns about audit quality.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
PENN Entertainment held its 2026 Annual Meeting on June 16, electing four Class III directors to three-year terms and approving four shareholder proposals. The most significant outcome was the 80.1% approval of an advisory proposal for annual director elections, signaling shareholder preference to move away from the company's current staggered board structure where directors serve three-year terms.
While advisory and non-binding, this vote creates pressure on the board to consider declassification, which would allow shareholders to vote on all directors annually rather than one-third each year.
The equity plan amendment passed with 79.4% support, but the elevated 20.6% opposition suggests some shareholders have concerns about potential dilution or plan terms—higher resistance than the routine governance items but not enough to block approval. Director elections were uncontested and received strong support (87–99% of votes cast), say-on-pay passed with a healthy 87.6%, and auditor ratification was routine at 99.6%. With 116.4 million shares present (quorum) and 13.3 million broker non-votes on non-routine matters, the meeting reflects normal shareholder engagement. The annual elections proposal is the item to watch: whether and how quickly the board responds to this shareholder preference will signal its commitment to governance responsiveness.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
PENN held its 2026 Annual Meeting, electing four Class III directors and approving auditor ratification, say-on-pay, equity plan amendment, and annual director elections.
Added in current filing · verify on EDGAR →
Director | Votes FOR | Votes WITHHELD | Broker Non-Votes | Marla Kaplowitz | 89,774,779 | 13,297,143 | 13,306,314 | Jane Scaccetti | 92,971,444 | 10,100,478 | 13,306,314 | Fabio Schiavolin | 102,312,318 | 759,604 | 13,306,314 | Jay Snowden | 99,755,630 | 3,316,292 | 13,306,314
Shareholders elected four Class III directors to serve until the 2029 Annual Meeting. All four nominees received strong support, with approval rates ranging from 87.1% to 99.3% of votes cast. Support as a percentage of the 116,378,236 shares present ranged from 77.1% (Kaplowitz) to 87.9% (Schiavolin). The remaining seven directors continue their terms.
Added in current filing · verify on EDGAR →
The results of the advisory vote to approve the shareholder proposal regarding the annual elections of directors were as follows:
Votes FOR | Votes AGAINST | Abstentions | Broker Non-Votes | 82,389,215 | 20,495,322 | 187,385 | 13,306,314
Shareholders approved a shareholder proposal for annual director elections with 80.1% support of votes cast, representing 70.8% of shares present. This advisory vote signals shareholder preference to move from a classified board structure to annual elections, which would enhance board accountability. The company currently has a staggered board with Class III directors serving three-year terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The results of the vote to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the 2026 fiscal year were as follows:
Votes FOR | Votes AGAINST | Abstentions | Broker Non-Votes | 115,909,227 | 276,451 | 192,558 | 0
Shareholders ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal 2026 with 99.6% approval of votes cast, representing 99.6% of shares present at the meeting. This is a routine, healthy outcome indicating no shareholder concerns about audit quality or independence.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 10, 2026 · How we verify