UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): August 4, 2022
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PENN Entertainment, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Pennsylvania | 0-24206 | 23-2234473 | ||||||||||||||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||
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
Penn National Gaming, Inc.
(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):
☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $0.01 par value per share | PENN | The Nasdaq Stock Market LLC | ||||||
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 2.02 Results of Operations and Financial Condition.
On August 4, 2022, PENN Entertainment, Inc. (the “Company”), issued a press release announcing the results of operations and financial condition for the three and six months ended June 30, 2022. A copy of this press release is being furnished as Exhibit 99.1 to this Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 2, 2022, the Company filed with the Pennsylvania Department of State Articles of Amendment to its Second Amended and Restated Articles of Incorporation to change its name from Penn National Gaming, Inc. to PENN Entertainment, Inc., effective as of August 4, 2022. The Board of Directors also adopted an Amendment to the Company’s Fourth Amended and Restated Bylaws to reflect the name change, effective as of August 4, 2022.
The foregoing description is qualified in its entirety by reference to the Articles of Amendment to the Company’s Second Amended and Restated Articles of Incorporation and the Fifth Amended and Restated Bylaws, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
2
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.
| Date: | August 4, 2022 | PENN Entertainment, Inc. | |||||||||
| By: | /s/ Harper Ko | ||||||||||
| Harper Ko | |||||||||||
| Executive Vice President, Chief Legal Officer and Secretary | |||||||||||