UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

 

Date of Report — June 12, 2013

(Date of earliest event reported)

 

PENN NATIONAL GAMING, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Area Code (610) 373-2400

(Registrant’s telephone number)

 

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 to Form 8-K):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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 12, 2013, at 10:00 a.m., local time, at the offices of Ballard Spahr LLP, 1735 Market Street, 51st Floor, Philadelphia, Pennsylvania 19103.  Of the 78,268,709 shares of the Company’s common stock outstanding as of the close of business on April 12, 2013, the record date for the Annual Meeting, 72,865,405 shares, or approximately 93.1%, of the total shares eligible to vote at the Annual Meeting, were represented in person or by proxy.  Three proposals were submitted to the shareholders at the Annual Meeting and are described in detail in the Company’s 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 Wesley R. Edens, Ronald J. Naples and Barbara Shattuck Kohn were elected to hold office, subject to the provisions of the Company’s bylaws, until the annual meeting of shareholders of the Company to be held in the year 2016 and until their respective successors are duly elected and qualified, as follows:

 

Director		Votes FOR		Votes WITHHELD		Broker Non-Votes
Wesley R. Edens		37,561,658		30,124,008		5,179,739
Ronald J. Naples		67,030,171		655,495		5,179,739
Barbara Shattuck Kohn		38,481,395		29,204,271		5,179,739

 

The term of office of each of Peter M. Carlino, Harold Cramer, David A. Handler, John M. Jacquemin and Saul V. Reibstein continued following the meeting.

 

Ratification of Independent Registered Public Accountants.  The appointment of Ernst & Young LLP to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 was ratified, as follows:

 

Votes FOR		Votes AGAINST		Abstentions		Broker Non-Votes
72,764,906		35,866		64,633		0

 

Say-on-Pay.  The compensation paid to the Company’s named executive officers was approved on an advisory basis, as follows:

 

Votes FOR		Votes AGAINST		Abstentions		Broker Non-Votes
65,328,509		1,781,236		575,921		5,179,739

 

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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, thereunto duly authorized.

 

 

Dated: June 14, 2013		PENN NATIONAL GAMING, INC.
			By:	/s/ Robert S. Ippolito
				Robert S. Ippolito
				Vice President, Secretary and Treasurer

 

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