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 14, 2017, at 10:00 a.m., local time, at the offices of Ballard Spahr LLP, 1735 Market Street, 51st Floor, Philadelphia, Pennsylvania 19103. Of the 91,241,497 shares of the Companys common stock outstanding as of the close of business on April 7, 2017, the record date for the Annual Meeting, 85,271,304 shares, or approximately 93% 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 Companys 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, Jane Scaccetti and Timothy J. Wilmott were elected to hold office, subject to the provisions of the Companys bylaws, until the annual meeting of shareholders of the Company to be held in the year 2020 and until their respective successors are duly elected and qualified, as follows:
Director
|
|
Votes FOR
|
|
Votes WITHHELD
|
|
Broker Non-Votes
|
|
Peter M. Carlino
|
|
75,425,463
|
|
4,208,425
|
|
5,637,416
|
|
Jane Scaccetti
|
|
78,916,797
|
|
717,091
|
|
5,637,416
|
|
Timothy J. Wilmott
|
|
78,459,642
|
|
1,174,246
|
|
5,637,416
|
|
The term of office of each David A. Handler, John M. Jacquemin, Barbara Shattuck Kohn and Ronald J. Naples continued following the meeting. The Board of Directors appointed Ms. Kohn to serve as lead independent director. The term of office of Harold Cramer expired at the annual meeting and he was not renominated to serve as a director. The Board of Directors appointed Mr. Cramer to serve as Director Emeritus until June 14, 2018.
Ratification of Independent Registered Public Accountants
. The appointment of Deloitte & Touche LLP to act as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified, as follows:
Votes FOR
|
|
Votes AGAINST
|
|
Abstentions
|
|
Broker Non-Votes
|
|
85,013,160
|
|
143,454
|
|
114,690
|
|
|
|
Say-on-Pay.
The compensation paid to the Companys named executive officers was approved on an advisory basis, as follows:
Votes FOR
|
|
Votes AGAINST
|
|
Abstentions
|
|
Broker Non-Votes
|
|
78,854,542
|
|
729,306
|
|
50,040
|
|
5,637,416
|
|
Frequency of Say-on-Pay
. The option of one year received the most votes cast on the advisory vote on the frequency with which the Company should hold a shareholder vote on the compensation of the Companys named executive officers. After considering the results of the vote, the Company has determined to hold such votes on an annual basis until the next advisory vote on the frequency of shareholder votes on the compensation of the Companys named executive officers. The complete voting results were as follows:
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstentions
|
|
Broker Non-Votes
|
|
71,367,524
|
|
112,345
|
|
8,117,011
|
|
37,008
|
|
5,637,416
|
|
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