Additional Proxy Soliciting Materials (definitive) (defa14a)
April 28 2014 - 12:46PM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the Registrant
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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PENN NATIONAL GAMING, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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N/A
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(2)
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Aggregate number of securities to which transaction applies:
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N/A
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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N/A
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(4)
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Proposed maximum aggregate value of transaction:
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N/A
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(5)
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Total fee paid:
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N/A
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o
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Fee paid previously with preliminary materials.
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o
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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N/A
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(2)
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Form, Schedule or Registration Statement No.:
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N/A
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(3)
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Filing Party:
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N/A
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(4)
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Date Filed:
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N/A
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*** Exercise
Your Right to Vote *** Important Notice Regarding the Availability of Proxy
Materials for the Shareholder Meeting to Be Held on June 12, 2014. Meeting
Information PENN NATIONAL GAMING, INC. Meeting Type: Annual Meeting For
holders as of: April 11, 2014 Date: June 12, 2014 Time: 10:00 AM Location:
Ballard Spahr LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103-7599
You are receiving this communication because you hold shares in the company
named above. This is not a ballot. You cannot use this notice to vote these
shares. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. You may view the
proxy materials online at www.proxyvote.com or easily request a paper copy (see
reverse side). We encourage you to access and review all of the important
information contained in the proxy materials before voting. M73283-P51641 See
the reverse side of this notice to obtain proxy materials and voting
instructions.
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Before You Vote
How to Access the Proxy Materials Proxy Materials Available to VIEW or
RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL REPORT How to View Online: Have
the information that is printed in the box marked by the arrow (located on
the following page) and visit: www.proxyvote.com. How to Request and Receive
a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of
these documents, you must request one. There is NO charge for requesting a
copy. Please choose one of the following methods to make your request: 1) BY
INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*:
sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a
blank e-mail with the information that is printed in the box marked by the
arrow (located on the following page) in the subject line. . XXXX XXXX XXXX .
XXXX XXXX XXXX Requests, instructions and other inquiries sent to this e-mail
address will NOT be forwarded to your investment advisor. Please make the
request as instructed above on or before May 29, 2014 to facilitate timely
delivery. M73284-P51641 How To Vote Please Choose One of the Following Voting
Methods Vote In Person: If you choose to vote these shares in person at the
meeting, you must request a "legal proxy." To do so, please follow
the instructions at www.proxyvote.com or request a paper copy of the
materials, which will contain the appropriate instructions. Many shareholder
meetings have attendance requirements including, but not limited to, the
possession of an attendance ticket issued by the entity holding the meeting.
Please check the meeting materials for any special requirements for meeting
attendance. Vote By Internet: To vote now by Internet, go to
www.proxyvote.com. Have the information that is printed in the box marked by the
arrow (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the
materials, which will include a voting instruction form. . XXXX XXXX XXXX
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Voting Items
The Board of Directors recommends you vote FOR the following: Election of two
Class III directors to serve until the 2017 Annual Meeting of Shareholders or
until their respective successors are elected and qualified to serve.
Nominees: 01) Peter M. Carlino 02) Harold Cramer The Board of Directors
recommends you vote FOR the following proposals: 2. Approval of an amendment
to the Company's 2008 Long-Term Incentive Plan (the "2008 Plan") to
increase the total number of shares available for issuance and to approve the
2008 Plan for purposes of Section 162(m) of the Internal Revenue Code. 3.
Ratification of the selection of Ernst & Young LLP as the Company's
independent registered public accounting firm for the 2014 fiscal year. 4.
Advisory vote to approve the compensation paid to the Company's named
executive officers. NOTE: At their discretion, the named proxies are
authorized to consider and vote upon such other business as may properly come
before the meeting or any adjournment or postponement thereof. M73285-P51641
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Voting
Instructions M73286-P51641
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