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): June 21, 2017
PENN NATIONAL GAMING, INC.
Commission file number 000-24206
Incorporated Pursuant to the Laws of the Commonwealth of Pennsylvania
IRS Employer Identification No. 23-2234473
825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610
610-373-2400
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:
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 21, 2017, Penn National Gaming, Inc. (the “Company”) entered into a new Executive Agreement (the “Executive Agreement”) with Jay A. Snowden, the Company’s President and Chief Operating Officer. Mr. Snowden was promoted to the role of President and Chief Operating Officer on March 29, 2017. Mr. Snowden previously served as the Company’s Chief Operating Officer since January 2014.
The Executive Agreement is effective as of June 1, 2017, and supersedes the prior executive agreement entered into on June 1, 2016. The term of the Executive Agreement, unless earlier terminated, is three years, extending the term of the prior executive agreement by one year. In connection with the execution of the Executive Agreement, Mr. Snowden received an increase in annual base salary from $927,000 to $1,000,000 retroactive to April 1, 2017, commensurate with his new role. All the other terms are consistent with Mr. Snowden’s prior employment agreement.
In the event Mr. Snowden’s employment is terminated without cause (as defined in the Executive Agreement) or by non-renewal of the Executive Agreement at the end of the term, he will be entitled to severance payments equal to (i) 24 months of his annual base salary as of such date, paid in accordance with the Company’s regular payroll procedures, and (ii) 1.5 times the average of the last two full years’ bonuses paid to him based on the actual performance of the Company, paid at the time such next bonuses are paid to similarly situated executives after the termination date.
If, within 12 months after a change in control (as defined in the Executive Agreement), Mr. Snowden is terminated without cause or resigns for good reason (as defined in the Executive Agreement), he will be entitled to receive a cash payment equal to two times the sum of (i) his annual base salary and (ii) the amount of his targeted bonus compensation, each at the rate in effect at the time of the change of control or the termination date, whichever is greater. To the extent that Mr. Snowden receives a change in control payment, he will not be eligible to receive any additional cash severance in the event of a termination of employment during the employment term. Prior to receipt of any severance payments, Mr. Snowden must execute a general release in favor of the Company and its affiliates.
The Executive Agreement also contains customary confidentiality, non-competition and non-solicitation provisions. Mr. Snowden has agreed not to disclose or use the Company’s confidential information for a period of two years following termination. Mr. Snowden has agreed not to compete with the Company within 150 miles of any facility in which the Company or its affiliates owns or operates or is actively seeking to own or operate a facility for a period of (i) 12 months if he is terminated in a manner in which no severance is paid or (ii) 24 months if he receives severance upon termination. In addition, Mr. Snowden has agreed not to solicit or hire an executive or management level employee of the Company for a period of 18 months following termination.
The summary of the material terms of the Executive Agreement described above is qualified in its entirety by reference to the Executive Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
| Description |
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10.1 |
| Executive Agreement, dated June 21, 2017, between Penn National Gaming, Inc. and Jay A. Snowden |
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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.
Dated: June 22, 2017 | PENN NATIONAL GAMING, INC. | ||
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| By: | /s/ William J. Fair |
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| Name: William J. Fair | |
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| Title: Executive Vice President and Chief Financial Officer |