Current Report Filing (8-k)
November 20 2020 - 7:01AM
Edgar (US Regulatory)
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2020-11-16
2020-11-16
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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): November 16, 2020
Penn National Gaming, Inc.
(Exact Name of Registrant
as Specified in Charter)
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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¨
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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.
On November 16, 2020, Carl Sottosanti informed
the Board of Directors (the “Board”) of Penn National Gaming, Inc. (the “Company”) of his retirement as
Executive Vice President, General Counsel and Secretary, effective as of December 31, 2020.
On November 17, 2020, the Company
entered into a Retirement and Transition Agreement and General Release (the “Retirement Agreement”) with Mr.
Sottosanti. Under the terms of the Retirement Agreement, Mr. Sottosanti will remain employed as a non-officer employee in an
executive advisory position through March 1, 2021, at which time his employment with the Company and all of its affiliates
will end (the “Separation Date”). In addition, Mr. Sottosanti will
receive (a) his current base salary through the Separation Date; (b) the vesting and payment of his equity awards in the
ordinary course through the Separation Date in accordance with the terms of the Company’s equity plans and the vesting
at target of certain performance awards through the Separation Date; (c) a one-time transition award of $400,000 to be paid
by the Company on January 1, 2021 in consideration for Mr. Sottosanti’s transition of duties to his successor; (d)
reimbursement by the Company for the full cost of purchasing coverage under the Consolidated Omnibus Budget Reconciliation
Act of 1986, as amended (“COBRA”) for the period of April 1, 2021 through September 30, 2021; and (e) payment of
any deferred compensation at such time and amounts as determined in accordance with the terms of the Company’s Deferred
Compensation Plan and Mr. Sottosanti’s election(s) thereunder. The Retirement Agreement also includes a mutual release
and confidentiality provisions.
The summary of the material terms of the
Retirement Agreement described above is qualified in its entirety by reference to the Retirement Agreement, a copy of which is
attached hereto as Exhibit 10.1 and is incorporated herein by reference.
A copy of the press release announcing Mr.
Sottosanti’s retirement and the appointment of his successor, Harper Ko, effective January 1, 2021, is filed as Exhibit 99.1
to this Current Report on Form 8-K.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
* * *
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: November 20, 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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