Current Report Filing (8-k)
October 02 2020 - 4:57PM
Edgar (US Regulatory)
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0000921738
2020-10-01
2020-10-01
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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): October 1, 2020
Penn National Gaming, Inc.
(Exact Name of Registrant
as Specified in Charter)
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Pennsylvania
(State or Other Jurisdiction of Incorporation)
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0-24206
(Commission File Number)
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23-2234473
(I.R.S. Employer Identification No.)
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825 Berkshire Blvd.,
Suite 200
Wyomissing, PA
19610
(Address of Principal
Executive Offices, and Zip Code)
610-373-2400
Registrant's Telephone
Number, Including Area Code
(Former Name
or Former Address, if Changed Since Last Report)
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 (see General Instruction
A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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PENN
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The Nasdaq Stock Market LLC
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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging
growth company ¨
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, to help
mitigate the impact of the COVID-19 pandemic, Penn National Gaming, Inc. (the “Company”) entered into amendments
to the employment agreements with its executive officers to reduce the base salaries of such officers effective April 1, 2020
as follows: Jay Snowden, the Company’s President and Chief Executive Officer’s base salary was reduced by 25%;
David Williams, the Company’s Executive Vice President and Chief Financial Officer’s base salary was reduced by
20%; and Carl Sottosanti, the Company’s Executive Vice President, General Counsel and Secretary’s base salary was
reduced by 20%. As a result of virtually all the Company’s properties being open for several months and a substantially
improved liquidity position, on October 1, 2020, the Company entered into amendments to the employment agreements with the
executive officers to restore the salaries effective as of October 1, 2020.
The above summary of the amendments to the
employment agreements is qualified by reference to the amendments, copies of which are attached hereto as Exhibit 10.1, Exhibit
10.2 and Exhibit 10.3 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description of Exhibit
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10.1
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Second Amendment to Executive Agreement, dated October 1, 2020, by and between Penn National Gaming, Inc. and Jay A. Snowden
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10.2
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Second Amendment to Executive Agreement, dated October 1, 2020, by and between Penn National Gaming, Inc. and David Williams
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10.3
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Second Amendment to Executive Agreement, dated October 1, 2020, by and between Penn National Gaming, Inc. and Carl Sottosanti
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 hereunto duly authorized.
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PENN NATIONAL GAMING, INC.
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Date: October 2, 2020
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By:
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/s/ Carl Sottosanti
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Carl Sottosanti
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Executive Vice President, General Counsel
and Secretary
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