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PENN NATIONAL GAMING INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 13, 2014



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, 2014, at 10:00 a.m., local time, at the offices of Ballard Spahr LLP, 1735 Market Street, 51st Floor, Philadelphia, Pennsylvania 19103. Of the 78,598,034 shares of the Company's common stock outstanding as of the close of business on April 11, 2014, the record date for the Annual Meeting, 73,267,973 shares, or approximately 93.2% of the total shares eligible to vote at the Annual Meeting, were represented in person or by proxy. Four 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 Peter M. Carlino and Harold Cramer 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 2017 and until their respective successors are duly elected and qualified, as follows:

Director Votes FOR Votes WITHHELD Broker Non-Votes Peter M. Carlino 52,544,357 14,491,636 6,231,980 Harold Cramer 49,930,269 17,105,724 6,231,980



The term of office of each of David A. Handler, John M. Jacquemin, Ronald J. Naples and Barbara Shattuck Kohn continued following the meeting.

Amendment to the Company's 2008 Long Term Incentive Compensation Plan. Shareholders approved an amendment to the Company's 2008 Long Term Incentive Compensation Plan to increase the total number of shares available for issuance and to approve such plan for purposes of Section 162(m) of the Internal Revenue Code, as follows:

Votes FOR Votes AGAINST Abstentions Broker Non-Votes 55,461,026 11,414,139 160,828 6,231,980



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, 2014 was ratified, as follows:

Votes FOR Votes AGAINST Abstentions Broker Non-Votes 72,989,225 116,962 161,786 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 65,882,471 840,810 312,712 6,231,980 Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Penn National Gaming, Inc. 2008 Long Term Incentive Compensation Plan, as amended. * * * 2



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Source: Edgar Glimpses


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