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EX-10.1 - EX-10.1 - PENN NATIONAL GAMING INCa2220494zex-10_1.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K

 


 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 12, 2014

 


 

PENN NATIONAL GAMING, INC.

 


 

Commission file number 0-24206

 

Incorporated Pursuant to the Laws of the Commonwealth of Pennsylvania

 

IRS Employer Identification No. 23-2234473

 

825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610

 

610-373-2400

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07.              Submission of Matters to a Vote of Security Holders.

 

Penn National Gaming, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 12, 2014, at 10:00 a.m., local time, at the offices of Ballard Spahr LLP, 1735 Market Street, 51st Floor, Philadelphia, Pennsylvania 19103.  Of the 78,598,034 shares of the Company’s common stock outstanding as of the close of business on April 11, 2014, the record date for the Annual Meeting, 73,267,973 shares, or approximately 93.2% of the total shares eligible to vote at the Annual Meeting, were represented in person or by proxy.  Four proposals were submitted to the shareholders at the Annual Meeting and are described in detail in the Company’s Proxy Statement for the Annual Meeting.  The following is a brief description of each matter voted upon at the Annual Meeting and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter, as applicable.

 

Election of Directors.  Each of Peter M. Carlino and Harold Cramer were elected to hold office, subject to the provisions of the Company’s bylaws, until the annual meeting of shareholders of the Company to be held in the year 2017 and until their respective successors are duly elected and qualified, as follows:

 

Director

 

Votes FOR

 

Votes WITHHELD

 

Broker Non-Votes

Peter M. Carlino

 

52,544,357

 

14,491,636

 

6,231,980

Harold Cramer

 

49,930,269

 

17,105,724

 

6,231,980

 

The term of office of each of David A. Handler, John M. Jacquemin, Ronald J. Naples and Barbara Shattuck Kohn continued following the meeting.

 

Amendment to the Company’s 2008 Long Term Incentive Compensation Plan.  Shareholders approved an amendment to the Company’s 2008 Long Term Incentive Compensation Plan to increase the total number of shares available for issuance and to approve such plan for purposes of Section 162(m) of the Internal Revenue Code, as follows:

 

Votes FOR

 

Votes AGAINST

 

Abstentions

 

Broker Non-Votes

55,461,026

 

11,414,139

 

160,828

 

6,231,980

 

Ratification of Independent Registered Public Accountants.  The appointment of Ernst & Young LLP to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was ratified, as follows:

 

Votes FOR

 

Votes AGAINST

 

Abstentions

 

Broker Non-Votes

72,989,225

 

116,962

 

161,786

 

0

 

Say-on-Pay.  The compensation paid to the Company’s named executive officers was approved on an advisory basis, as follows:

 

Votes FOR

 

Votes AGAINST

 

Abstentions

 

Broker Non-Votes

65,882,471

 

840,810

 

312,712

 

6,231,980

 

Item 9.01.             Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

 

Description

 

 

 

10.1

 

Penn National Gaming, Inc. 2008 Long Term Incentive Compensation Plan, as amended.

 

* * *

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: June 13, 2014

PENN NATIONAL GAMING, INC.

 

 

 

 

 

By:

/s/ Robert Ippolito

 

 

Name:

Robert Ippolito

 

 

Title:

Vice President, Secretary and Treasurer

 

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