Amended Current Report Filing (8-k/a)
December 09 2020 - 4:17PM
Edgar (US Regulatory)
0000921738
True
0000921738
2020-11-23
2020-11-23
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 8-K/A
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 23, 2020
Penn National Gaming, Inc.
(Exact Name of Registrant
as Specified in Charter)
Pennsylvania
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0-24206
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23-2234473
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(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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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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.
This is an amendment to Item 5.02 of the
Form 8-K that was filed by Penn National Gaming, Inc. (the “Company”) on November 24, 2020 (the “Original Filing”),
which reported that on November 23, 2020 the Company’s Board of Directors (the “Board”) elected Marla Kaplowitz
as a director of the Company, subject to customary regulatory approvals. At the time of the Original Filing, the Board had not made a determination regarding any committee
assignments for Ms. Kaplowitz. On December 7, 2020, the Board appointed Ms. Kaplowitz to the Compensation Committee and Compliance
Committee of the Board, subject to customary regulatory approvals. Except as set forth herein, no other information in the Original
Filing is amended.
* * *
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: December 9, 2020
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By:
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/s/ Elliot D. Hoops
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Elliot D. Hoops
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Vice President and Deputy General Counsel
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