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TABLE OF CONTENTS
Selection Process.”
the Securities Exchange Act of 1934 (AmendmentFiled by the RegistrantýFiled by a Party other than the RegistrantoCheck the appropriate box:o
Preliminary Proxy Statemento
☒ý
Definitive Proxy Statemento
Definitive Additional Materialso
Soliciting Material Pursuant to §240.14a-12☒ PENN NATIONAL GAMING, INC.(Name of Registrant as Specified In Its Charter)N/A(Name of Person(s) Filing Proxy Statement, if other than the Registrant)Payment of Filing Fee (Check the appropriate box):ý
No fee required.o
Fee paid previously with preliminary materials.
Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.2 PROXY STATEMENT - 2024 A LETTER TO OUR SHAREHOLDERS PROXY STATEMENT - 2024 3 A LETTER TO OUR SHAREHOLDERS 
Sincerely, 
4 PROXY STATEMENT - 2024 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 
PROPOSAL PAGE REFERENCE 
FOR each Nominee 
FOR FOR PROXY STATEMENT - 2024 5 YOUR VOTE IS IMPORTANT — HOW TO VOTE: 
6 PROXY STATEMENT - 2024 TABLE OF CONTENTS (1)Title of each class of securities to which transaction applies: (2)Aggregate number of securities to which transaction applies: (3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5)Total fee paid:oFee paid previously with preliminary materials.oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.(1)Amount Previously Paid: (2)Form, Schedule or Registration Statement No.:
(3)Filing Party: (4) 8 PROXY STATEMENT - 2024 PROXY STATEMENT SUMMARY PROPOSAL PAGE REFERENCE FOR each Nominee FOR FOR YOUR VOTE IS IMPORTANT — HOW TO VOTE: PROXY STATEMENT - 2024 9 "Annual Meeting"“Annual Meeting”). This proxy statement (the “Proxy Statement”) provides the information shareholders need to know to vote by proxy or in person (virtually) at the Annual Meeting.Penn National Gaming, Inc. (the "Company"),business on April 5, 2024, you were a Pennsylvania corporation,shareholder of record or held shares through a broker, bank or other nominee, you may vote your shares by proxy via the Internet, by telephone or by mail. For shares held through a broker, bank or other nominee, you may vote by submitting voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.held on Thursday, June 2, 2016, at 10 a.m., local time,a “virtual meeting” of shareholders, which will be conducted exclusively online via audio webcast. You will be able to attend the virtual meeting online by visiting www.virtualshareholdermeeting.com/PENN2024. You also will be able to vote your shares electronically at the officesvirtual meeting. PENN Entertainment believes that hosting a virtual meeting will enable greater shareholder attendance and participation. Importantly, the virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. Additional information about how to vote and participate at our virtual meeting can be found at the end of Ballard Spahr LLP, 1735 Market Street, 51st Floor, Philadelphia, PA 19103this Proxy Statement under “About the Meeting: Questions and Answers.”following purposes:fiscal year ended December 31, 2023 (“2023 Annual Report”)) on or about April 23, 2024. We also provided access to our proxy materials over the Internet beginning on that date. The Notice of Availability contained instructions on how to access the Proxy Statement and the 2023 Annual Report and how to vote online or by toll-free number. After receiving the Notice of Availability, all shareholders can access the proxy materials over the Internet and request to receive a paper copy of the proxy materials by mail. Additionally, shareholders can access a copy of the proxy materials at www. proxyvote.com.1.10 PROXY STATEMENT - 2024 
ESPN & theScore BEST-IN-CLASS REGIONAL CASINOS CUTTING-EDGE TECHNOLOGY Leveraging leading sports media brands to expand our digital footprint through organic cross-sell opportunities Leading properties in a geographically diversified portfolio creates sustained customer engagement and loyalty Fully integrated sports media, sports betting and iCasino platforms drive growth and customer retention PROXY STATEMENT - 2024 11 
(1) Reflects sum of Adjusted EBITDAR for our retail operating segments (Northeast, Midwest, South, West). (2) Reflects the sum of total revenues for our retail operating segments (Northeast, Midwest, South, West). (3) Property-level margin is property-level Adjusted EBITDAR divided by total retail revenue. 12 PROXY STATEMENT - 2024 
(1) PENN Entertainment’s Board and Committee leaders are: (i) Jane Scaccetti (Audit Committee Chair); (ii) Barbara Shattuck Kohn (Compensation Committee Chair); (iii) Marla Kaplowitz (Nominating and Corporate Governance Committee Chair); (iv) Thomas Auriemma (Compliance Committee Chair); (v) Barbara Shattuck Kohn (Lead Independent Director); and (vi) David Handler (Board Chair). Each of these Board and Committee leaders are independent directors except for Mr. Auriemma who serves as an independent non-director member of the Compliance Committee. Mr. Auriemma is the Company’s former Vice President, Chief Compliance Officer and former Director of the Division of Gaming Enforcement in New Jersey, with over 30 years of experience as a gaming regulator in the State of New Jersey. (2) As self-identified. (3) Each graphic above excludes John Jacquemin, who is not standing for re-election at our 2024 Annual Meeting. PROXY STATEMENT - 2024 13 BOARD OF DIRECTORS INDEPENDENT AUDIT COMPENSATION 
54 2021 Y 
0 
61 2024 Y 
1 
59 1994 Y 0 
58 2020 Y 
0 
78 2013 Y 0 
76 2011 Y 1 
70 2015 Y 
0 
48 2019 N 0 
73 2004 Y 1 MemberChairAudit Committee Financial Expert(1) Ages as of our 2024 Annual Meeting. (2) The Compliance Committee is chaired by an independent non-director member, Thomas N. Auriemma. Mr. Auriemma is the Company’s former Vice President, Chief Compliance Officer and former Director of the Division of Gaming Enforcement in New Jersey, with over 30 years of experience as a gaming regulator in the State of New Jersey. (3) Mr. Handler has served as Board Chair since 2019. (4) Mr. Snowden serves as our Chief Executive Officer and President. (5) Mr. Jacquemin is not standing for re-election at our 2024 Annual Meeting. Our Board will be reduced to nine directors effective as of our 2024 Annual Meeting. (6) This table reflects Committee assignments as of our 2024 Annual Meeting. 14 PROXY STATEMENT - 2024 
PROXY STATEMENT - 2024 15 CORPORATE GOVERNANCE BEST PRACTICES SUCCESSION PLANNING (1) Excludes Mr. Jacquemin, who is not standing for re-election at our 2024 Annual Meeting. 16 PROXY STATEMENT - 2024 OUTREACH ENGAGED DIRECTOR LED 57% Contacted shareholders representing 57% of the Company’s outstanding shares during the off-season 47% Engaged with shareholders representing 47% of the Company’s outstanding shares during the off-season Engagement efforts led by our Independent Board Chair, Compensation Committee Chair and Nominating and Corporate Governance Committee Chair Key discussion topics: • Corporate governance priorities • Cybersecurity risk management • Capital allocation strategy and strategic initiatives • Executive compensation program PROXY STATEMENT - 2024 17 
We're dedicated to safeguarding
We’re challenging conventions in our
PROXY STATEMENT - 2024 19 2023 Target CEO Compensation 
* The above pie charts reflect the target percent values of new incentives awarded in 2023. These percent values vary somewhat from the grant values reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table in the CD&A section below, because the values in those tables include portions of performance-based equity awards that reflect awards originally made in 2021, 2022, and 2023 (consistent with SEC disclosure rules). 2023 PAY AND PERFORMANCE ALIGNMENT 20 PROXY STATEMENT - 2024 
twoeach of the three Class III directors to serve until the 2019 Annual Meetingannual meeting of Shareholdersshareholders of the Company to be held in 2027 and until their respective successors are duly elected and qualified;2.To ratifyqualified. Our Board of Directors, upon the selectionrecommendation of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2016 fiscal year;3.To hold an advisory vote to approve the compensation paid to the Company's named executive officers;our Nominating and4.To consider Corporate Governance Committee, has nominated David Handler, Vimla Black-Gupta and transact such other business as may properly come before the Annual Meeting. Only shareholders of record at the close of business on April 1, 2016 are entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. On April 19, 2016, we began mailing to certain shareholders a Notice Regarding the Availability of Proxy Materials for the 2016 Annual Meeting of Shareholders to be held on June 2, 2016 (the "Notice") containing instructions on how to access this proxy statement and our annual report and how to vote online. The notice of annual meeting, proxy statement and annual report are available at www.proxyvote.com. All shareholders are cordially invited to attend the Annual Meeting in person. We look forward to either greeting you personally at the Annual Meeting or receiving your proxy.By order of the Board of Directors,Carl SottosantiExecutive Vice President, General Counsel and SecretaryWyomissing, PennsylvaniaApril 19, 2016Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. You may vote by telephone or Internet (instructions are on your proxy card, voter instruction form or the Notice, as applicable) or, if you received your materials by mail, by completing, signing and mailing the enclosed proxy card in the enclosed envelopePageLETTER FROM THE CEO TO OUR SHAREHOLDERS12016 PROXY STATEMENT SUMMARY2QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING3GOVERNANCE OF THE COMPANY8Corporate Governance Highlights8Board of Directors9Committees of the Board14Director Selection Process17Director Nominations by Shareholders18Compensation of Directors19Stock Ownership Guidelines for Directors20Shareholder Access Policy20PROPOSAL NO. 1 ELECTION OF CLASS II DIRECTORS21Information about Nominees and Other Directors21PROPOSAL NO. 2 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 201625PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS26COMPENSATION DISCUSSION AND ANALYSIS28Executive Summary29Company Performance31Effect of the Spin-Off on Share Price and Compensation33Key Compensation Practices33Stock Ownership Guidelines for Senior Management34Shareholder Outreach and Say on Pay Vote35Executive Compensation Benchmarking Peer Group36Overview of Compensation Program36Analysis of Compensation41Changes to 2016 Compensation42Employment Agreements42Other Compensation Policies43Reconciliations and Non-GAAP Financial Measures43Compensation Committee Report44EQUITY COMPENSATION PLAN INFORMATION45COMPENSATION TABLES46Summary Compensation Table46All Other Compensation Table472015 Grants of Plan-Based Awards48Outstanding 2015 Equity Awards at Fiscal Year-End492015 Option Exercises and Stock Vested512015 Nonqualified Deferred Compensation52Potential Payments Upon Termination or Change in Control53Employment Agreements55iPageSECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT59TRANSACTIONS WITH RELATED PERSONS62Review and Approval of Transactions with Related Persons62Compensation Committee Interlocks and Insider Participation62AUDIT COMMITTEE REPORT63OTHER MATTERS64Section 16(a) Beneficial Ownership Reporting Compliance64Advance Notice Provision64Shareholder Proposals64Householding of Proxy Materials64ii
LETTER FROM THE CEO TO OUR SHAREHOLDERSApril 19, 2016Dear Fellow Stockholder:
Timothy J. WilmottPresident andChief ExecutiveOfficerYou are invited to attend the 2016 Annual Meeting of Penn National Gaming, Inc. (the "Company") to be held on Thursday, June 2, 2016 at 10:00 a.m., local time, at the offices of Ballard Spahr LLP, 1735 Market Street, 51st Floor, Philadelphia, PA 19103.The Company's strong 2015 financial results highlight the value of our strategies to grow market share and enhance operating efficiencies at our existing properties while pursuing growth and return focused expansion initiatives. From a financial perspective, the Company's revenues in 2015 increased 9.6%, which helped to increase cash flow from operations by 52.1% (to $399.0 million) and adjusted EBITDA by 12.2% (to $796.3 million), while net income increased from a prior year loss to positive net income of approximately $0.7 million.* This performance was driven by the opening of Massachusetts' first commercial gaming facility in June 2015, Plainridge Park Casino, as well as the Company's improved performance in many of our markets.With our vision for continued near- and long-term growth, the Company also completed several other strategic initiatives in 2015, including the acquisition of Tropicana Las Vegas and the establishment of new business lines to support our interactive gaming strategy and Prairie State Gaming, our newly acquired Illinois video gaming terminal operator. The Tropicana Las Vegas acquisition fulfills our longstanding goal of acquiring the right property on the Las Vegas Strip to leverage our database of almost 3 million regional gaming customers. Reflecting these achievements, the Company's share price appreciated by nearly 17% in 2015, to $16.02 at year-end.We believe the Company remains favorably positioned for continued growth in 2016 and beyond, based on our disciplined management of existing properties and expanded contributions from Plainridge Park, Tropicana Las Vegas and Prairie State Gaming, as well as our management contract at Hollywood Casino Jamul-San Diego, which is expected to open mid-year 2016.At this year's Annual Meeting you will be asked: (i) to elect two experienced and distinguished Class II directors (Barbara Shattuck Kohn and Ronald J. Naples) to serve until the 2019 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified; (ii) to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2016 fiscal year; (iii) to hold an advisory vote to approve the compensation paid to the Company's named executive officers; and (iv) to consider and transact such other business as may properly come before the Annual Meeting. The accompanying Notice of Annual Meeting of Stockholders and proxy statement describe these matters. We urge you to read this information carefully.The Board of Directors unanimously believes that the election of its nominees for directors, the ratification of its selection of independent registered public accountants and the advisory vote to approve our executive compensation are advisable and will further the best interests of the Company and our stockholders. Accordingly, the Board of Directors recommends a vote FOR each of these proposals.On behalf of the Board of Directors and the Company, I thank you for your participation. We look forward to seeing you on June 2 in Philadelphia.Sincerely,Timothy J. WilmottPresident and Chief Executive Officer* See Reconciliations and Non-GAAP Financial Measures on page 43 of this of this Proxy Statement.
This summary contains highlights about our Company and the upcoming 2016 Annual Meeting of Shareholders. This summary does not contain all of the information that you should consider in advance of the meeting, and we encourage you to read the entire proxy statement before voting.2016 Annual Meeting of ShareholdersDate and Time:Thursday, June 2, 2016 at 10:00 a.m., local timeLocation:Offices of Ballard Spahr LLP, 1735 Market Street, 51st Floor, Philadelphia, PA 19103Record Date:April 1, 2016Voting Matters and Board RecommendationsProposalMatterBoard Recommendation1Election of Class II Directors (Barbara Shattuck Kohn and Ronald J. Naples)FOR each Nominee2Ratification of Selection of Independent Registered Public Accounting FirmFOR3Advisory Vote to Approve Executive CompensationFOR2015 Performance Highlights•Our share price appreciated by nearly 17% during the year, exceeding key benchmarks including the S&P 500 (–1%) and substantially outperforming our peer group of gaming companies (–21%).•Revenue increased 9.6%, which helped to increase cash flow from operations by 52.1% (to $399.0 million) and adjusted EBITDA by 12.2% (to $796.3 million), while net income increased from a prior year loss to positive net income of approximately $0.7 million.*•We improved already strong adjusted EBITDA margins from 27.4% to 28.1% and operating margins from 9.9% to 16.5%, all in a highly competitive environment.*•In June, we opened Plainridge Park Casino. The property is generating a solid return on invested capital and was opened several years before any of the other future Massachusetts facilities.•In August, we completed the financing and acquisition of the Tropicana Las Vegas, which fulfills our long-term strategic goal of obtaining a presence on the Las Vegas Strip to leverage our database of almost 3 million regional gaming customers.•Also in August, we acquired Prairie State Gaming, one of the largest operators of video gaming terminals ("VGTs") in Illinois, with more than 1,100 terminals in 270 bar and retail gaming establishments. We expect this acquisitionAnuj Dhanda to serve as Class I directors. Each of the nominated persons currently serves as a platform for consolidating other VGT operators in Illinois and beyond.•We began to implement our interactive strategy, which includes developing a new interactive division, launching our Hollywood Casino branded Play4Fun social gaming partnership with Scientific Games and establishing other partnerships that we expect to advance in 2016.•We made significant progress in our development of a Hollywood Casino tribal gaming facility on the Jamul Indian Village's land in trust (near San Diego, California), which the Company will manage and brand upon its expected mid-2016 opening.*See Reconciliations and Non-GAAP Financial Measures on page 43 of this Proxy Statement.825 Berkshire Boulevard, Suite 200Wyomissing, Pennsylvania 19610PROXY STATEMENTANNUAL MEETING OF SHAREHOLDERSJune 2, 2016 Penn National Gaming, Inc. (the "Company" or "PENN") first made these materials available to shareholders on or about April 19, 2016 on the Internet, or, upon your request, has delivered printed proxy materials to you, in connection with the solicitation of proxies for the Company's 2016 Annual Meeting of Shareholders (the "Annual Meeting") to be held on June 2, 2016 at 10:00 a.m., local time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting. The Annual Meeting will be held at the offices of Ballard Spahr LLP, 1735 Market Street, 51st Floor, Philadelphia, PA 19103. This solicitation is being made on behalfmember of the Board of Directors and has consented to being named in this Proxy Statement and to serve as a Class I director, if elected.Company (the "Boardspecific experience, qualifications, attributes, and skills necessary to serve as an effective director on our Board of Directors" or the "Board").QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTINGWho is entitled to vote at the Annual Meeting? TheDirectors. A description of our process for identifying and evaluating director nominees, as well as our criteria for membership on our Board of Directors, hasis set forth under the close of business on April 1, 2016 as the record date (the "Record Date") for the determination of shareholders of the Company entitled to notice of,heading “Director Candidate Qualification and to vote at, the Annual Meeting. On the Record Date, 81,218,649 shares of the Company's common stock were issued and outstanding and entitled to vote at the Annual Meeting.How many votes do I have? You have one vote for each share of common stock you owned as ofUnder our bylaws, the Record Date for the Annual Meeting.Do shareholders have cumulative voting rights with respect to the election of directors? No, shareholders do not have cumulative voting rights with respect to the election of directors.What am I voting on and what votes are required? Assuming a quorum is present, the following votes will be required for approval:ProposalMatterVote RequiredProposal 1Election of Class II DirectorsThe twothree nominees for Class I director receiving the highest number of votes cast will be electedProposal 2Ratification of selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2016 fiscal yearMajority of votes castProposal 3Advisory vote to approve the compensation paid to the Company's named executive officersMajority of votes cast For purposes of determining the number of votes cast only those cast "for" or "against" are counted. Abstentions, "withhold" voteswill be elected. For purposes of the election of directors, withheld and broker non-votes arewill not be counted as votes cast and will have no effect on the result of the vote, although they will be considered "cast" but are countedpresent for purposesthe purpose of determining whether a quorum is present at the Annual Meeting.Will any other matter be voted on? As of the date of this Proxy Statement, we know of no matter that will be presented for consideration at the Annual Meeting other than those matters discussed in this Proxy Statement. If any other matters properly come before the meeting and call for a vote of the shareholders, the appointed proxies may use their discretion to vote on any such matters.What constitutes a quorum? In order for business to be conducted at the Annual Meeting, a quorum must be present. The presence in person or by valid proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast is necessary for a quorum to be present at the Annual Meeting.What is the difference between holding shares as a shareholder of record and as a beneficial owner? If your shares are registered directly in your name with the Company's transfer agent, Continental Stock Transfer & Trust ("Continental"), you are considered a "registered shareholder" and are considered, with respect to those shares, the "shareholder of record." If you are a shareholder of record, the Notice or proxy materials were sent to you directly by the Company, and you may vote by any of the methods described below under "How do I vote?". If your shares are registered in the name of a stock brokerage account or by a broker, bank, or other nominee on your behalf (referred to as being held in "street name"), you are considered a "beneficial owner" of shares held in street name, and the broker, bank, or other nominee forwarded the Notice and, if you requested them, the proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank, or other nominee holding your shares how to vote and you are also invited to attend the Annual Meeting. However, since you are not a shareholder of record, you may not vote these shares in person at the Annual Meeting unless you bring with you a legal proxy from the shareholder of record.
Table of ContentsTABLE OF CONTENTS
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| | | PROXY STATEMENT - 2024 21 |
| CLASS I DIRECTOR NOMINEES |
Board Recommendation | | |  | | | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH CLASS I DIRECTOR NOMINEE: (I) David Handler; (II) Vimla Black-Gupta; and (III) Anuj Dhanda |
 | | | KEY SKILLS AND EXPERTISE: • Financial (Capital Markets, Accounting & Tax): Acquired over his nearly 30-year career in investment banking with several leading global investment firms, where he successfully launched and expanded multiple technology sector groups. He most recently co-founded Tidal Partners, a strategic M&A advisory firm. • Strategic Planning / M&A: Gained through decades of advising major technology companies on large- scale, high-profile and industry-defining transactions. Mr. Handler's long-term exposure to the gaming and technology industries, including opportunities created by emerging technologies, is an especially valuable asset to PENN, particularly as it relates to evaluating potential acquisitions in support of the Company's growth strategy. • Technology / Digital: As a co-founder of an M&A advisory firm focused on the technology sector, Mr. Handler contributes to the Board deep strategic insights into the evolving and dynamic industry landscape, expertise in effective risk oversight and the ability to identify strategic opportunities for PENN's omnichannel growth strategy. EXPERIENCE: Tidal Partners – Co-Founder and Partner (2022-Present) • Strategic M&A advisory firm focused on the technology industry Centerview Partners – Partner, founding Head of the Technology Group (2008-2022) • Investment banking and advisory firm UBS – Managing Director, Co-Head of Americas Technology Investment Banking (2006-2009) • Global investment bank Bear Stearns & Company – Managing Director, Co-Head of Communications Technology Investment Banking (2000-2006) • Specialized financial services company and investment bank Jefferies – Managing Director, Head of New York Investment Banking (1995-2000) • Investment banking and capital markets firm |
| David Handler | | ||
Class I Director (Independent) Age: 59 Director Since: 1994 Board Chair Since: 2019 Education: • NYU Stern School of Business: BA, Marketing • NYU Stern School of Business: MBA, Finance | |
 | | | KEY SKILLS AND EXPERTISE: • Industry Experience (Gaming, Hospitality, Media): Acquired over Ms. Black-Gupta's more than 25- year executive career in global marketing roles, including as Global Chief Marketing Officer at Equinox. In this role, she led the enterprise-wide marketing strategy for over 300 equinox sport clubs and a pipeline of 10 lifestyle Equinox hotels with a focus on customer experience and digital engagement that successfully elevated the lifestyle brand, enhanced client loyalty and expanded omnichannel growth opportunities. • Sales & Marketing: Developed through her multiple roles focused on the development and execution of marketing strategies and digital media engagement tactics for global consumer brands. This included overseeing a digital marketing strategy for the $1B Bobbi Brown Cosmetics brand in over 150 countries, strategically positioning marketing for Procter and Gamble’s Gillette Venus and Oral B brands, and pioneering the beauty industry's first digital channel launch in support of Estée Lauder's Bobbi Brown brand, as well as her current role as Co-Founder of Ourself, where she is driving proprietary innovation in Bio-Technology for the fast growing direct-to-consumer and professional brand. • Strategic Planning / M&A: Obtained throughout numerous executive leadership roles, where Ms. Black-Gupta was responsible for strategy development and M&A initiatives, including at Estée Lauder, where she worked closely with the corporate development team to support the company's M&A strategy to fuel brand innovation and growth, and in her current role as Co-Founder and previously CEO of Ourself, where she oversaw go-to-market product and commercial strategy. EXPERIENCE: Ourself – Chief Executive Officer and Co-Founder (Co-Founder beginning 2021, CEO 2022-2024) • An innovative skincare biotech skincare brand Equinox Fitness Club and Hotel – Global Chief Marketing Officer (2017-2019) • Luxury fitness company Bobbi Brown Cosmetics – Senior Vice President of Global Marketing (2013-2017) • Global premium beauty brand Estée Lauder – Vice President Global Marketing Idea Bank (2008-2013) • A multinational cosmetics company Procter & Gamble – Global Marketing Director (2005-2007) • Global consumer goods corporation Various executive global marketing leadership roles for Gillette and Procter & Gamble – (1997-2005) |
| Vimla Black-Gupta | | ||
Class I Director (Independent) Age: 54 Director Since: 2021 Committees: • Compensation • Nominating and Corporate Governance Education: • Duke University: BA • Northwestern University's Kellogg School of Management: MBA | |
| 22 PROXY STATEMENT - 2024 | | |
CLASS I DIRECTOR NOMINEES |
 | | KEY SKILLS AND EXPERTISE: • Technology / Digital: Obtained through numerous executive leadership roles with consumer- oriented and digitally-enabled businesses with responsibilities for technological transformation efforts, including customer digital engagement and intelligence, application, and supply chain modernization. At Albertsons Companies (NYSE: ACI), he led the shift to exclusively cloud-based operations and is currently focused on accelerating business growth through the use of AI. In recognition of his contributions to advancing the use of technology in business, Mr. Dhanda was inducted into the CIO Hall of Fame. • Cybersecurity: Acquired through more than 15 years of service as Chief Information Officer with leading national retail and financial services companies, overseeing the security of IT architecture, application platforms and data, including in Mr. Dhanda’s current role with Albertsons Companies where he oversees the security and reliability of the payments platform that processes approximately $78 billion in sales. • Strategic Planning / M&A: Gained by serving in strategic planning roles at JP Morgan (NYSE: JPM) and executive roles with PNC Financial Services Group (NYSE: PNC), which focused on leading business development in high potential markets and enterprise-wide transformation strategies. He played critical roles in leading business and technology functions across multiple mergers and acquisitions by PNC. At Albertsons Companies, Mr. Dhanda oversaw the post-acquisition integration of the company and Safeway to a common platform and is currently leading the Integration planning for Albertsons for their planned merger with Kroger. EXPERIENCE: Albertsons Companies, Inc. (NYSE: ACI) – EVP and Chief Technology and Transformation Officer (Since 2023), EVP and Chief Information Officer (2015-2022) • Leading Fortune 100 grocery store chain Giant Eagle, Inc. – SVP, Digital Commerce and Chief Information Officer (2013-2015) • American supermarket chain The PNC Financial Services Group, Inc. (NYSE: PNC) – EVP and CIO (2008-2013), SVP and CIO, PNC Bank (2005-2008), SVP and Manager, Eastern Markets (1997-1999), Small Business Lending (1995-1997) • Diversified U.S.-based financial services institution JP Morgan Chase & Co. (NYSE: JPM) (Formerly JP Morgan & Co.) – SVP, Marketing and Business Planning Manager, Consumer Bank (1992-1995), Strategic Planning Officer, Regional Banking Operations Division (1989-1992), Management Consultant, Retail Operations and Technology (1988-1989) • Leading global financial services firm Citigroup, Inc. (NYSE: C) – Management Consultant (1986-1987) • Diversified financial services holding company | |
| Anuj Dhanda | | ||
Class I Director (Independent) Age: 61 Director Since: 2024 Committees: • Compliance Education: • University of Delhi: BA, Commerce • Rutgers University: MBA • Rutgers University: PhD, Finance Public Board Directorships: • BlueLinx Holdings (NYSE: BXC) (2023-Present) | |
Board Recommendation | | | | | | OUR BOARD OF (I) David Handler; (II) Vimla Black-Gupta; and (III) Anuj Dhanda |
| | | PROXY STATEMENT - 2024 23 |
| CONTINUING DIRECTORS |
 | | | KEY SKILLS AND EXPERTISE: • Industry Experience (Gaming, Hospitality, Media) and Government Affairs: Gained over Ms. Kaplowitz's more than 35-year career in the media industry, including her current role as Chief Executive Officer of 4A's, a trade association for advertising agencies that serves corporate members representing more than 85% of total U.S. advertising spend. In her current role, Ms. Kaplowitz works closely with members of the U.S. Congress to address critical issues pertaining to the media and digital media industry and the industry's evolving regulatory landscape. • Sales & Marketing: Acquired through her extensive career in marketing and communications, including executive leadership roles focused on identifying strategic growth areas to build consumer loyalty and strengthen brand equity. During Ms. Kaplowitz's nearly 25 years at media communication agencies, she led marketing campaigns for global high-profile brands across personal care, restaurant and financial services sectors. Ms. Kaplowitz has successfully guided clients through impacts of evolving technologies on consumer behavior, including risks and opportunities associated with digital consumer experiences, omnichannel growth strategies and data privacy risks. • Sustainability: Obtained through her leadership roles in advertising, marketing and media that required understanding of the evolving impact of climate risks on various industries and evolving consumer preferences. Ms. Kaplowitz's work has included advising global companies on the environmental marketing claims, as well as the | EXPERIENCE: American Association of Advertising Agencies (4A's) – President and CEO (2017-Present) • Trade association serving more than 600 member agencies throughout the U.S. MEC Global (now Wavemaker Global) – CEO of North America (2011-2017) • Global media agency. Mediavest (now Spark Foundry) – EVP, Managing Director (2006-2011), SVP, Group Media Director (1999-2002) • A full-service media agency that provides marketing, content and technology solutions. Ammirati Puris Lintas – SVP, Group Media Director (1996-1999) • Advertising Agency | |||||||||
| Marla Kaplowitz | | ||||||||||||
Class III Director (Independent) Age: 58 Director Since: 2020 Committees: • Nominating and Corporate Governance, Chair • Compensation Education: • UC Santa Barbara: BA, Sociology |
 | | | KEY SKILLS AND EXPERTISE: • Risk Management: Acquired during Ms. Scaccetti’s almost 45-year career as a practicing CPA, including at Drucker & Scaccetti, which she co-founded, and at Laventhol & Horwath, where she was the • Cybersecurity: Developed through her leadership role at Drucker & Scaccetti, where she oversaw the creation and continued evolution of information security systems and controls to safeguard the firm’s information infrastructure. Ms. Scaccetti’s expertise was further enhanced through her role as the chair of the audit committee at multiple public companies for over three decades and her service on the board of a $3B+ in revenue non-profit institution where cybersecurity is paramount to protecting personal health records and information; annual CPA continuing education requirements; and cybersecurity oversight and cybersecurity training from the | National Association of Corporate Directors. • HR / Talent Management / DE&I: Gained through her experience working with corporate clients on succession planning, compensation and organizational development of key staff, as well as her extensive experience managing people and developing talent as a partner, principal and CEO for accounting and business advisory firms. EXPERIENCE: Armanino LLP – Of Counsel (2022-Present) • The successor company of Drucker & Scaccetti, P.C. Drucker & Scaccetti, P.C. – Chief Executive Officer (2013-2021), Partner (1990-2021) • A public accounting and business advisory firm Laventhol & Horwath – Partner (1987-1990), Staff/Manager (1977-1987) • An international accounting firm | |||||||||
| Jane Scaccetti | | ||||||||||||
Class III Director (Independent) Age: 70 Director Since: 2015 Committees: • Audit, Chair • Compliance Education: • Temple University's Fox School of Business: BBA • Villanova Law School: MA, Taxation Public Board Directorships: • Myers Industries, Inc (2016-2021) • The Pep Boys (2002-2016) | |
| 24 PROXY STATEMENT - 2024 | |
CONTINUING DIRECTORS |
| | | KEY SKILLS AND EXPERTISE: • Industry Experience (Gaming, Hospitality, Media): Gained from Mr. Snowden’s more than 25- year successful career in the highly regulated and | sports betting industry, and hospitality and entertainment sectors. Prior to being appointed as CEO in 2020, he served as PENN’s President and Chief Operating Officer and as SVP of Regional Operations. Mr. Snowden previously spent 12 years with Caesars Entertainment, where he acquired significant gaming industry management experience across several regional and destination markets, including as Senior Vice President and General Manager of both Caesar’s and Harrah’s Resorts in Atlantic City. • HR / Talent Management / DE&I: Acquired through his executive leadership career overseeing talent strategies at large corporations, including talent integration initiatives following strategic transactions. At PENN, Mr. Snowden oversaw the launch of the expansive DE&I strategy and evolution of talent initiatives to support the growth of the Interactive segment. • Technology / Digital: Since being named CEO, Mr. Snowden has led PENN’s expansion into sports media, entertainment and technology, including the Company’s acquisition of theScore and transformative strategic alliance with ESPN. His deep industry knowledge and digital transformation expertise provide unique perspectives on the Company’s strategic navigation of its broader omnichannel expansion. EXPERIENCE: PENN Entertainment • CEO and President (2020-Present) • President and Chief Operating Officer (2017-2019) • Chief Operating Officer (2014-2017) • Senior Vice President of Regional Operations (2011-2014) Caesars and Harrah's Resorts Atlantic City – Senior Vice President and General Manager (2010-2011) • Casino resort and hotel Caesars Entertainment Corporation – Various leadership positions in St. Louis, San Diego and Las Vegas (1998-2010) • Leading global gaming and hospitality resort chain | |||||||||
| Jay Snowden | | ||||||||||||
Class III Director (Executive Director) Age: 48 Education: • Harvard University: BA • Washington University in St. Louis: MBA |
 | | | KEY SKILLS AND EXPERTISE: • Financial (Capital Markets, Accounting & Tax): Acquired over Ms. Shattuck Kohn’s 35-year career in investment banking, capital markets and project finance, where she advised companies on M&A and capital allocation strategies. Additionally, as president of an investment banking firm she co-founded, Shattuck Hammond Partners, Ms. Shattuck Kohn was responsible for overseeing the company’s financial reporting and compliance processes. Ms. Shattuck Kohn contributes this extensive financial expertise to the Board to evaluate potential acquisitions and financing opportunities. • Regulatory / Public Policy: During her extensive investment banking career, Ms. Shattuck Kohn specialized in navigating the highly regulated healthcare industry at both the state and federal government levels, obtaining regulatory approvals for multiple transactions across various jurisdictions. • Corporate Governance: Ms. Shattuck Kohn brings over 20 years of public company director experience, and currently serves as a EXPERIENCE: Hammond Hanlon Camp LLC – Principal (2012-2018) • Strategic advisory and investment banking firm Shattuck Hammond Partners – Principal, Founder and President (1993-2012, when acquired by Morgan Keegan – Raymond James) • An investment banking firm Cain Brothers, Shattuck & Company – Principal and Co-Founder (1983-1993) • A healthcare financial advisory firm Goldman Sachs & Co. – Vice President and Manager of Healthcare Investment Banking Group (1976-1983) • Multinational investment bank and financial services company | ||||||
| Barbara Shattuck Kohn | | ||||||||
Class II Director (Independent) Age: 73 Director Since: 2004 Committees: • Compensation, Chair • Audit Education: • Connecticut College: BA, Environmental Studies Public Board Directorships: • Fluent, Inc. (2019-Present) | |
When your proxy is properly submitted, your shares will be voted as you indicate. If you do not indicate your voting preferences, the appointed proxies will vote your shares FOR the nominees in Proposal 1 and FOR Proposals 2 and 3. If your shares are owned in joint names, all joint owners must vote by the same method, and if joint owners vote by mail, all of the joint owners must sign the proxy card. The deadline for voting by telephone or via the Internet is 11:59 p.m. Eastern time on June 1, 2016.
| | | PROXY STATEMENT - 2024 25 |
CONTINUING DIRECTORS |
 | | | KEY SKILLS AND EXPERTISE: • Cybersecurity: Developed through his over 40 years of service in executive leadership and independent director roles at public companies, which included both oversight and execution of information security and customer data privacy programs. • Government Affairs: Acquired through holding a number of government leadership positions, including Chair of the Pennsylvania Stimulus Oversight Commission, Chief Accountability Officer for the Commonwealth of Pennsylvania, Chair of the Federal Reserve Bank of Philadelphia and various roles in the White House. Additionally, as CEO of a public specialty chemical company, Mr. Naples led regulatory compliance efforts and was responsible for maintaining strong relationships with government agencies. • Sustainability: Obtained extensive expertise while serving in the White House as Special Assistant to the Head of the Federal Energy Administration and while serving as Executive Director of a Presidential Task Force on energy problems. As a CEO of several public companies and during his most recent service on the board of Glatfelter Corp., a sustainably engineered products company, Mr. Naples developed expertise in establishment, execution and oversight of sustainability practices and processes to strengthen customer access and market position, and preparedness for evolving sustainability requirements. EXPERIENCE: Commonwealth of Pennsylvania – Chief Accountability Officer (2009-2011) Quaker Chemical Corporation (NYSE: KWR) – Chief Executive Officer and Chairman (1995-2008) • Public specialty chemical company serving the metalworking and manufacturing industries worldwide Federal Reserve Bank of Philadelphia – Board Chair (2001-2005) Hunt Manufacturing Company – Chief Executive Officer and Board Chair (1981-1995) • Consumer and commercial product business with retail distribution Presidential Task Force on Energy – Executive Director (1975-1976) White House – White House Fellow (1974-1975), serving as: • Assistant to the Counselor to the President for Economic Affairs • Special Assistant to the Head of the Federal Energy Administration U.S. Army – Captain (1967-1971) |
| Ronald Naples | | ||
Class II Director (Independent) Age: 78 Director Since: 2013 Committees: • Compliance • Nominating and Corporate Governance Education: • U.S. Military Academy at West Point: BS • Fletcher School at Tufts University: MA • Harvard Business School: MBA Public Board Directorships: • Glatfelter Corp. (2000-2021) • Quaker Chemical Corp. (1997-2009) • Hunt Manufacturing Company (1981-1995) | |
 | | | KEY SKILLS AND EXPERTISE: • Financial (Capital Markets, Accounting and Tax): Acquired through more than 40 years of service in the public accounting industry as a licensed CPA advising public and private companies, including in the gaming industry. Mr. Reibstein developed significant familiarity with PENN’s growth drivers and capital allocation strategies from serving as the Company’s Chief Financial Officer between 2013 and 2016. In that role, he oversaw PENN’s capital restructuring, obtained financing for new property development and gained insights into every aspect of the Company’s operations. • Regulatory / Public Policy: Gained through his first-hand experience working with state gaming regulators while serving as CFO of PENN. This included working with regulators throughout the licensing application process and overseeing the Company’s compliance program across multiple jurisdictions. • Corporate Governance: Developed through Mr. Reibstein’s service as Independent Board Chair at Vishay Precision Group (NYSE: VPG). His previous roles on Vishay’s Board included Chair of the Audit Committee and a member of both its Compensation and Nominating and Corporate Governance Committees, which provided him with extensive experience across all key governance aspects of a public company. EXPERIENCE: PENN Entertainment – Executive Advisor (2017), Senior Vice President, Chief Financial Officer (2013-2016), Treasurer (2014-2016) CBIZ, Inc. (NYSE: CBZ) – Member of the senior management team holding a number of positions, including, most recently: Executive Managing Director and Head of New York Office (2004-2013) • Professional services company specializing in accounting, tax, insurance and human resources advisory BDO Seidman – Regional Managing Partner (1998-2003), Partner (1993-2003) • National accounting services firm |
| Saul Reibstein | | ||
Class II Director (Independent) Age: 76 Director Since: 2018 (and previously a director from 2011-2014) Committees: • Audit • Compensation Education: • Fox School of Business at Temple University: BBA, Accounting and Finance Public Board Directorships: • Vishay Precision Group, Inc. (2010-Present) | |
| 26 PROXY STATEMENT - 2024 | | |
| CORPORATE GOVERNANCE MATTERS |
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Proxies are solicited byOur commitment to corporate governance is integral to our business and on behalfreflects not only regulatory requirements, the Listing Rules of our Board of Directors,the Nasdaq Stock Market (the “Nasdaq Rules”) and the persons named in the proxy have been designated as proxiesbroadly recognized governance practices, but also effective leadership and oversight by our Board of Directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the shareholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.
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A broker non-vote occurs when a broker, bank, or other nominee holding shares on behalf of a beneficial owner is prohibited from exercising discretionary voting authority for a beneficial owner who has not provided voting instructions. Brokers, banks, and other nominees may vote without instruction only on "routine" proposals. On "non-routine" proposals, nominees cannot vote without instructions from the beneficial owner, resulting in so-called "broker non-votes." Proposal 2, the ratification of Ernst & Young LLP as the Company's independent registered public accounting firm, is the only routine proposal on the ballot for the Annual Meeting. All other proposals are non-routine. If you hold your shares with a broker, bank, or other nominee, they will not be voted on non-routine proposals unless you give voting instructions to such nominee.
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You may revoke your proxy and change your vote at any time before the voting deadline for the Annual Meeting. After your initial vote, you may vote again on a later date any time prior to the Annual Meeting via the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the voting deadline for the Annual Meeting will be counted), by signing and returning a new proxy card or voting instruction form with a later date, or by attending the Annual Meeting and voting in person (a legal proxy is required if you hold your shares in street name and you plan to vote in person at the Annual Meeting). However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request in writing that your prior proxy be revoked. If your shares are held in street name by a broker, bank, or other nominee, you must contact that nominee to change your vote.
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All shareholders, properly appointed proxy holders, and invited guests of the Company may attend the Annual Meeting. Shareholders who plan to attend the meeting may be required to present valid photo identification. If you hold your shares in street name, please also bring proof of your share ownership, such as a broker's statement showing that you beneficially owned shares of the Company on the Record Date, or a legal proxy from your broker, bank, or other nominee (a legal proxy is required if you hold your shares in street name and you plan to vote in person at the Annual Meeting). Shareholders of record will be verified against an official list that will be available at the meeting. The Company reserves the right to deny admittance to anyone who cannot adequately show proof of share ownership as of the Record Date.
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In accordance with rules adopted by the Securities and Exchange Commission ("SEC"), we may furnish proxy materials, including this Proxy Statement and our 2015 Annual Report, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice Regarding the Availability of Proxy Materials for the 2016 Annual Meeting (the "Notice"), which was mailed to most of our shareholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. In addition, you may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice. We encourage shareholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact of our annual meetings of shareholders.
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The Company has engaged the services of Innisfree M&A Incorporated, a third party proxy solicitation firm, to assist in its proxy solicitation efforts. The Company estimates that the fees to be paid to Innisfree M&A Incorporated for this service will be approximately $15,000, plus reimbursement for out- of-pocket expenses. The Company will bear the cost of this solicitation. In addition, the Company may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. Proxies also may be solicited by certain directors, officers and employees of the Company, without additional compensation, personally or by telephone, telegram, telecopy or via the Internet.
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The Company's Internet address iswww.pngaming.com. The Company's filings with the SEC are available free of charge via the "Investors" link at this website (click on the "SEC Filings" link), and may also be found at the SEC's website,www.sec.gov.
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We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.
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•Six of our eight Board members are independent.•The Board's committees are comprised exclusively of independent directors.•The roles of Chairman of the Board and Chief Executive Officer are separate.•None of our Board members serve on more than one other public company board.•Our Board includes an appropriate mix of gender, tenure and experience, including two female directors and three directors having tenure of less than three years.•We have significant stock ownership requirements for our directors and named executive officers, which were recently increased for all named executive officers, including our Chief Executive Officer.•We give our shareholders an opportunity to express their views on executive compensation by holding an annual advisory vote.•In response to conversations with our shareholders, we amended our bylaws on December 10, 2014 in order to eliminate a "golden leash" provision that generally prohibited an individual from serving as a director of the Company if he or she is a party to any compensatory arrangement with a third party in connection with such service.•We conduct a comprehensive succession planning and talent development process.•We have a Company-wide enterprise risk management program to assess, manage, report and monitor areas that may affect our ability to achieve our objectives.•We have a cyber security committee comprised of senior employees at the Company, which provides frequent reports to our Board and Audit Committee on cyber security matters.•In light of the highly regulated industry in which the Company operates, we have established a Compliance Committee comprised of Board members and non-director compliance professionals in order to help ensure that the Company adheres to highest legal, regulatory, professional and ethical standards.•The Board has adopted a Code of Business Conduct to deter wrongdoing, address potential conflicts of interest and related party transactions, and promote ethical conduct and compliance with applicable laws,and theCompliance Committee and Audit Committee of the Board receives periodic updates on matters relating to this Code.•The Board has also adopted and carefully adheres to Corporate Governance Guidelines that include policies and procedures relating to the role, structure and composition of the Board, risk oversight and conflicts of interest.•Our active shareholder engagement efforts include regular robust communication and discussion with shareholders, including direct dialogue with many of our shareholders regarding the Company's performance, as well as executive compensation and corporate governance issues.•The Nominating and Corporate Governance Committee regularly reviews and assesses the Company's corporate governance structure and practices in light of industry trends and best practices.
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Overview
The Company is a growth-oriented, publicly traded, multi-jurisdictional gaming and racing company that has consistently generated attractive returns for its shareholders through a focus on optimizing current operations while pursuing growth through transactions and prudent capital investment, including the spin-off of its real estate assets to a separate publicly traded company, the development of new facilities, the expansion of existing facilities and the strategic acquisition of existing gaming and racing properties. In addition, as described below, in 2015 the Company entered into three new business lines (owning and operating a property on the Las Vegas Strip, acquiring a VGT operator in the state of Illinois and initiating the development of a new interactive division). The Company deploys disciplined operating strategies by managing existing properties with a focus on maximizing profitability and free cash flow, while at the same time endeavoring to deliver outstanding gaming and entertainment experiences for customers and supporting the local communities in which we operate. The Company operates in a highly specialized and rigorously regulated industry, which demands a high level of integrity and an extraordinary level of transparency and accountability in all key aspects of its operations, itssenior management team and its Board of Directors.
Over time, the Company has demonstrated a commitment to pursuing innovative transactions to create additional value for shareholders. For instance, in 2007 the Company entered into an agreement to sell the Company to several private equity firms which, if consummated, would have resulted in a significant premium to shareholders. Although the transaction was ultimately terminated due to the 2008 credit crisis, the Company obtained a settlement resulting in over $1.4 billion of capital that was deployed for future growth initiatives. More recently, on November 1, 2013, the Company completed a three year project of separating its gaming operating assets from its real property assets by forming a separate entity that became a publicly traded real estate investment trust, known as Gaming and Leisure Properties, Inc. ("GLPI"), through a tax free spin-off (the "Spin-Off"). In connection with the Spin-Off, each shareholder of the Company received one share of common stock of GLPI for each share of common stock of the Company held by such shareholder. In its analysis and ultimate approval of the Spin-Off, the Board determined that this complex and novel transaction was likely to bring meaningful benefits to the Company's stakeholders by unlocking the value of the Company's real estate assets. From the announcement of the Spin-Off on November 15, 2012 until its completion on November 1, 2013, the Company's share price increased by 56.8%, and the Company's share price increased by 20.2% from the Spin-Off through December 31, 2015.
Since the Spin-Off, the Company has continued to strengthen its standing as a premier regional gaming operator through its operational performance and active pursuit of development projects and business lines that take years to come to fruition. Most notably, in August 2015, the Company completed the acquisition of the Tropicana Las Vegas. This fulfills its long-term strategic objective to acquire a quality Las Vegas Strip property with excellent growth prospects to enable the Company to leverage its database of nearly three million active regional gaming customers, a significant percentage of which regularly visit Las Vegas. During 2015, the Company opened Plainridge Park Casino in Plainville, Massachusetts after years of competitive processes and a myriad of regulatory and legal challenges. This facility is currently the only gaming facility in Massachusetts and opened years ahead of the expected MGM and Wynn facilities in the Commonwealth. In addition, throughout 2015, the Company continued to develop the Hollywood Casino facility on the Jamul Indian Village's land in trust (near San Diego, California), which the Company is currently financing and will manage and brand upon its expected mid-2016 opening. This project is particularly notable in light of the failure of previous developers to reach the construction stage, the difficulty in constructing the facility on a relatively small parcel and the impact of certain community opposition to the project.
The Company has also aggressively pursued new channels for growth. For instance, in August 2015, the Company acquired Prairie State Gaming ("PSG"), a leading Illinois video gaming terminal
("VGT") operator. As one of the largest and most respected VGT operators in Illinois, PSG's operations include more than 1,100 gaming terminals across a network of 270 bar and retail gaming establishments. We expect this acquisition to serve as a platform for consolidating other VGT operators in Illinois and other jurisdictions where this form of gaming is being considered. The Company also began to implement its long-term interactive strategy, which includes building out a new interactive team, launching our Hollywood Casino branded Play4Fun social gaming partnership with Scientific Games, and establishing other partnerships that we expect to advance in 2016. The Company believes these initiatives will enhance loyalty and retention of its customers, drive new and additional casino visitation and build engagement with its brands both on- and off-premises.
The Board believes that its structure and composition have been important elements of the Company's development activity, growth and success in regional gaming markets over the years. The Board is comprised of individuals each of whom bring unique talents and perspectives to their service on the Board and, as a group, strike a balance between those who have a proven track record of effectively working together to responsibly oversee management's operation of the Company and those who bring new perspective and insight to the Board. In fact, over the last three years, the Company has added three talented new directors and looks forward to the long-term benefits of their diversity of experience and views. In addition, no member of the Board serves on the boards of more than two public companies, which helps to ensure that each member is fully engaged in their duties to the Company.
In furtherance of the Company's objective toteam. To maximize shareholder value, the Board strives to maintain a governance environment wherewhere: (i) entrepreneurship and appropriateprudent risk taking are encouraged, with a focus on both long- and short-term value creation,creation; (ii) shareholder perspectives are understood and long-term relationships with shareholders are fostered through frequent, candid and comprehensive engagement with and disclosure to the Company'sCompany’s shareholders and the investment community,community; (iii) integrity and accountability are integrated into the Company'sCompany’s management philosophy and operationsoperations; and (iv) the Company is able to continuously attract, develop and retain the best possibleindustry-leading executive talent to manage the Company'sCompany’s increasingly complex operations.
Composition and Independence
The Company's Board of Directors currently consists of eight members: Peter M. Carlino, Harold Cramer, David A. Handler, John M. Jacquemin, Ronald J. Naples, Barbara Shattuck Kohn, Jane Scaccetti (who joined in 2015) and Timothy J. Wilmott. The Board believes it is appropriately sized to carry out its responsibilities. With eight directors, the Board is small enough to stimulate individual engagement and involvement and to allow directors to communicate frequently with management and each other. In addition, the Board's size remains small enough to permit meetings to be conducted on short notice, to better facilitate the Company's prompt consideration of potential opportunities and material challenges as they arise. This is especially critical to support the Company's efforts to strategically acquire or develop new assets and to unlock shareholder value through innovative transactions, all of which may involve complex and unforeseen issues that arise on short notice and require collaboration and prompt decision making, as well as the benefit of long-term industry experience. At the same time, the Board believes that it is large enough to encourage diverse viewpoints and better collaborative decision making. The collective membership of the Board has a
| WHAT WE DO | | | WHAT WE DON'T DO | ||||||
| | | 89% Independent Directors. Eight of our nine directors have been determined by us to be “independent” as defined by the Nasdaq Rules. | | |  | | | No Poison Pill or Shareholder Rights Plan. We do not have a “poison pill” or shareholder rights plan. |
| | | Independent Chair. Our Board Chair is an independent director. | | |  | | | No Significant Related Party Transactions. We do not currently have any significant related party transactions. In addition, no immediate family relationships exist between any of our directors or executive officers and any of our other directors or executive officers. |
| | | Ongoing Board Refreshment. Three new independent directors appointed in the last four years demonstrates our commitment to ensuring that our Board meets our evolving oversight needs. | | | | | | No Option Trading or Short Selling of Our Securities. Our insider trading policy prohibits our directors and officers from trading in options, warrants, puts and calls or similar instruments on Company securities or sell Company securities “short”. |
| | | Regular Board and Committee Self-Evaluations. The Board of Directors and each Committee conduct a comprehensive annual self-evaluation process. | | | | | | No Hedging of Our Securities. Our insider trading policy prohibits our directors and officers from engaging in any hedging or monetization transactions involving our securities. |
| | | Systemic Risk Oversight by Board and Committees. Our Board has overall responsibility for risk oversight, while each of our Audit, Compensation, Nominating and Corporate Governance, and Compliance Committees monitor and address risks within the scope of their expertise and charter. | | | | | | No Pledging of Our Securities. Our insider trading policy prohibits our directors and officers from purchasing our securities on margin or pledging our securities as collateral for margin or other loans. |
| | | Entirely Independent Committees. All the members of our Audit, Compensation, and Nominating and Corporate Governance Committees are independent. | | | | | | No Single-Trigger Change in Control Severance Rights. Acceleration of equity vesting is provided only upon a combination of a change in control and a qualified termination. |
| | | Audit Committee Financial Experts. Each member of our Audit Committee qualifies as an “audit committee financial expert” as defined by the SEC. | | | | | | No Gross-Up Payments to Cover Excise Taxes. We do not provide tax gross-ups to our officers in connection with a change in control severance or other compensation, benefits or executive perquisites. |
| | | Stock Ownership Guidelines for Directors. Our stock ownership guidelines require that each of our directors accumulate a holding of shares having a value of 5x the value of the annual retainer amount | | | | | ||
| | | Stock Ownership Guidelines for Executives. Our stock ownership guidelines require our CEO to accumulate a holding of shares equal to 6x his annual base salary, and our other executives to accumulate a holding of shares equal to 3x their respective annual base salaries. | | | | | ||
| | | Shareholder Outreach. The Company has a long-standing practice of frequent communication and discussion with shareholders, and formally expanded this program to include annual off-cycle outreach in 2022. | | | | | ||
| | | Clawback Policy. We maintain discretion to clawback incentive awards in the event of misconduct and maintain a robust mandatory clawback policy covering excess incentive based compensation in the event of a restatement. | | | | | ||
