Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 3.93M
3: EX-10.17 Material Contract HTML 128K
2: EX-10.6 Material Contract HTML 100K
4: EX-21.1 Subsidiaries List HTML 95K
5: EX-23.1 Consent of Expert or Counsel HTML 39K
10: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 49K Awarded Compensation
11: EX-99.1 Miscellaneous Exhibit HTML 65K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 41K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 41K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 38K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 38K
17: R1 Cover Page HTML 106K
18: R2 Audit Information HTML 42K
19: R3 Consolidated Balance Sheets HTML 176K
20: R4 Consolidated Balance Sheets (Parenthetical) HTML 69K
21: R5 Consolidated Statements of Operations HTML 142K
22: R6 Consolidated Statements of Comprehensive Income HTML 73K
(Loss)
23: R7 Consolidated Statements of Comprehensive Income HTML 39K
(Loss) (Parenthetical)
24: R8 Consolidated Statements of Changes in HTML 187K
Stockholders? Equity
25: R9 Consolidated Statements of Cash Flows HTML 204K
26: R10 Organization and Basis of Presentation HTML 44K
27: R11 Significant Accounting Policies HTML 168K
28: R12 New Accounting Pronouncements HTML 52K
29: R13 Hurricane Laura HTML 52K
30: R14 Revenue Disaggregation HTML 124K
31: R15 Acquisitions and Dispositions HTML 90K
32: R16 Investments in and Advances to Unconsolidated HTML 66K
Affiliates
33: R17 Property and Equipment HTML 64K
34: R18 Goodwill and Other Intangible Assets HTML 151K
35: R19 Accrued Expenses and Other Current Liabilities HTML 50K
36: R20 Long-term Debt HTML 110K
37: R21 Leases HTML 486K
38: R22 Commitments and Contingencies HTML 55K
39: R23 Income Taxes HTML 130K
40: R24 Stockholders' Equity HTML 56K
41: R25 Stock-Based Compensation HTML 97K
42: R26 Earnings (Loss) per Share HTML 87K
43: R27 Segment Information HTML 169K
44: R28 Fair Value Measurements HTML 192K
45: R29 Related Party Transactions HTML 42K
46: R30 Pay vs Performance Disclosure HTML 49K
47: R31 Insider Trading Arrangements HTML 43K
48: R32 Significant Accounting Policies (Policies) HTML 209K
49: R33 Significant Accounting Policies (Tables) HTML 259K
50: R34 Hurricane Laura (Tables) HTML 50K
51: R35 Revenue Disaggregation (Tables) HTML 121K
52: R36 Acquisitions and Dispositions (Tables) HTML 80K
53: R37 Investments in and Advances to Unconsolidated HTML 57K
Affiliates (Tables)
54: R38 Property and Equipment (Tables) HTML 66K
55: R39 Goodwill and Other Intangible Assets (Tables) HTML 179K
56: R40 Accrued Expenses and Other Current Liabilities HTML 50K
(Tables)
57: R41 Long-term Debt (Tables) HTML 93K
58: R42 Leases (Tables) HTML 193K
59: R43 Income Taxes (Tables) HTML 126K
60: R44 Stock-Based Compensation (Tables) HTML 81K
61: R45 Earnings (Loss) per Share (Tables) HTML 88K
62: R46 Segment Information (Tables) HTML 202K
63: R47 Fair Value Measurements (Tables) HTML 184K
64: R48 Organization and Basis of Presentation (Details) HTML 45K
65: R49 Significant Accounting Policies - Segment HTML 57K
Information (Details)
66: R50 Significant Accounting Policies - Concentration of HTML 63K
Credit Risk and Receivables (Details)
67: R51 Significant Accounting Policies - Property and HTML 51K
Equipment (Details)
68: R52 Significant Accounting Policies - Revenue HTML 67K
Recognition (Details)
69: R53 Significant Accounting Policies - Advertising HTML 38K
(Details)
70: R54 Significant Accounting Policies - Gaming and HTML 38K
Racing Taxes (Details)
71: R55 Significant Accounting Policies - Stock-Based HTML 39K
Compensation (Details)
72: R56 Significant Accounting Policies - Guarantees and HTML 42K
Indemnifications (Details)
73: R57 Hurricane Laura - Narrative (Details) HTML 46K
74: R58 Hurricane Laura - Summary of Financial Impact of HTML 51K
Hurricane Laura (Details)
75: R59 Revenue Disaggregation (Details) HTML 109K
76: R60 Acquisitions and Dispositions - Narrative HTML 234K
(Details)
77: R61 Acquisitions and Dispositions - Schedule of HTML 86K
Allocation of Purchase Price (Details)
78: R62 Acquisitions and Dispositions - Schedule of Major HTML 86K
Classes of Assets and Liabilities Disposed
(Details)
79: R63 Acquisitions and Dispositions - Actual and Pro HTML 42K
Forma Financial Results (Details)
80: R64 Investments in and Advances to Unconsolidated HTML 68K
Affiliates - Investment in Barstool Narrative
(Details)
81: R65 Investments in and Advances to Unconsolidated HTML 47K
Affiliates - Kansas Joint Venture Narrative
(Details)
82: R66 Investments in and Advances to Unconsolidated HTML 98K
Affiliates - Schedule of Summary Information
(Details)
83: R67 Investments in and Advances to Unconsolidated HTML 50K
Affiliates - Texas and New Jersey Joint Ventures
(Details)
84: R68 Property and Equipment - Property and Equipment, HTML 70K
Net (Details)
85: R69 Property and Equipment - Depreciation Expense HTML 41K
(Details)
86: R70 Goodwill and Other Intangible Assets - Goodwill HTML 98K
and Accumulated Goodwill Impairment Losses
(Details)
87: R71 Goodwill and Other Intangible Assets - Narrative HTML 77K
(Details)
88: R72 Goodwill and Other Intangible Assets - Reporting HTML 54K
Units With Negative Carrying Values (Details)
89: R73 Goodwill and Other Intangible Assets - Intangible HTML 67K
Assets (Details)
90: R74 Goodwill and Other Intangible Assets - Expected HTML 52K
Intangible Asset Amortization Expense (Details)
91: R75 Accrued Expenses and Other Current Liabilities HTML 57K
(Details)
92: R76 Long-term Debt - Debt Summary (Details) HTML 81K
93: R77 Long-term Debt - Debt Maturities (Details) HTML 57K
94: R78 Long-term Debt - Senior Secured Credit Facilities HTML 130K
(Details)
95: R79 Long-term Debt - Senior Unsecured Notes, Unsecured HTML 130K
Convertible Notes, and Covenants (Details)
96: R80 Long-term Debt - Convertible Notes (Details) HTML 55K
97: R81 Long-term Debt - Interest Expense, Net (Details) HTML 64K
98: R82 Long-term Debt - Other Long-term Obligations HTML 79K
(Details)
99: R83 Leases - Lessee, PENN Master Lease Narrative HTML 91K
(Details)
100: R84 Leases - Variable Lease Expenses (Details) HTML 44K
101: R85 Leases - Lessee, Master Lease Narrative (Details) HTML 69K
102: R86 Leases - Lessee, Pinnacle Master Lease Narrative HTML 84K
(Details)
103: R87 Leases - Other Triple Net Leases with REIT HTML 191K
Landlords (Details)
104: R88 Leases - Other Information Related to Lease Term HTML 51K
and Discount Rate (Details)
105: R89 Leases - Components of Lease Expense (Details) HTML 66K
106: R90 Leases - Supplemental Cash Flow Information HTML 53K
(Details)
107: R91 Leases - Triple Net Leases (Details) HTML 58K
108: R92 Leases - Lease ROU Assets (Details) HTML 48K
109: R93 Leases - Future Minimum Lease Commitments HTML 116K
(Details)
110: R94 Leases - Lessor Narrative (Details) HTML 38K
111: R95 Commitments and Contingencies - ESPN Sportsbook HTML 82K
and Investment Agreements (Details)
112: R96 Commitments and Contingencies - Location Share HTML 49K
Agreements, Purchase Obligations and Capital
Expenditure Commitments (Details)
113: R97 Commitments and Contingencies - Employee Benefit HTML 52K
Plans (Details)
114: R98 Commitments and Contingencies - Labor Agreements HTML 42K
(Details)
115: R99 Income Taxes - Deferred Tax Assets and Liabilities HTML 78K
(Details)
116: R100 Income Taxes - Narrative (Details) HTML 86K
117: R101 Income Taxes - Income Before Income Tax Expense HTML 46K
(Details)
118: R102 Income Taxes - Components of Income Tax Benefit HTML 62K
(Expense) (Details)
119: R103 Income Taxes - Reconciliation of Effective Income HTML 66K
Tax Rate (Details)
120: R104 Income Taxes - Unrecognized Tax Benefits (Details) HTML 44K
121: R105 Stockholders' Equity (Details) HTML 240K
122: R106 Stock-Based Compensation - Narrative (Details) HTML 184K
123: R107 Stock-Based Compensation - Stock Option Activity HTML 76K
(Details)
124: R108 Stock-Based Compensation - Weighted-Average HTML 46K
Assumptions (Details)
125: R109 Stock-Based Compensation - Restricted Stock HTML 68K
Activity (Details)
126: R110 Earnings (Loss) per Share - Schedule of HTML 56K
Antidilutive Securities Excluded From Computation
of Earnings Per Share (Details)
127: R111 Earnings (Loss) per Share - Reconciliation of HTML 74K
Weighted-Average Common Shares Outstanding
(Details)
128: R112 Earnings (Loss) per Share - Narrative (Details) HTML 43K
129: R113 Earnings (Loss) per Share - Calculation of Basic HTML 79K
and Diluted EPS (Details)
130: R114 Segment Information (Details) HTML 208K
131: R115 Fair Value Measurements - Narrative (Details) HTML 114K
132: R116 Fair Value Measurements - Carrying Amounts and HTML 149K
Estimated Fair Values by Input Level (Details)
133: R117 Fair Value Measurements - Changes in Fair Value of HTML 53K
Level 3 Assets and Liabilities (Details)
134: R118 Fair Value Measurements - Assets Measured at Fair HTML 68K
Value on a Non-Recurring Basis (Details)
135: R119 Fair Value Measurements - Significant Unobservable HTML 68K
Inputs for Fair Value Measurements (Details)
136: R120 Related Party Transactions (Details) HTML 46K
138: XML IDEA XML File -- Filing Summary XML 256K
141: XML XBRL Instance -- penn-20231231_htm XML 5.50M
137: EXCEL IDEA Workbook of Financial Report Info XLSX 393K
13: EX-101.CAL XBRL Calculations -- penn-20231231_cal XML 434K
14: EX-101.DEF XBRL Definitions -- penn-20231231_def XML 1.86M
15: EX-101.LAB XBRL Labels -- penn-20231231_lab XML 3.91M
16: EX-101.PRE XBRL Presentations -- penn-20231231_pre XML 2.57M
12: EX-101.SCH XBRL Schema -- penn-20231231 XSD 402K
139: JSON XBRL Instance as JSON Data -- MetaLinks 945± 1.44M
140: ZIP XBRL Zipped Folder -- 0000921738-24-000012-xbrl Zip 1.12M
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The Board of Directors (the “Board”) of PENN Entertainment,
Inc. (the “Company”) has determined that it is in the best interests of the Company to confirm its policy (the “Policy”) providing for the Company’s recoupment of “Erroneously Awarded Incentive-Based Compensation” (as defined below) received by current or former executive officers of the Company.
This Policy is intended to comply with, shall be interpreted to comply with, and shall be deemed automatically amended to comply with, Rule 10D-1 adopted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and the Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5608, as such provisions may be amended from time to time, and any related rules, regulations or listing standards promulgated by the Securities and Exchange Commission or Nasdaq, including any additional or new requirements that become effective after the last date that this Policy was amended. Any such amendment shall be effective at such time as is necessary to comply with the applicable listing standards of Nasdaq.
II.EFFECTIVE DATE
This Policy shall apply to all Incentive-Based Compensation (as defined below) paid or awarded on or after the date of adoption of this Policy (the “Effective Date”).
III.DEFINITIONS
For
purposes of this Policy, the following terms shall have the meanings set forth below:
“Covered Officers” shall mean “Executive Officers” as such term is defined in Rule 10D-1 adopted under the Exchange Act.
“Erroneously Awarded Incentive-Based Compensation” shall mean the amount of Incentive-Based Compensation received by a Covered Officer that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts and must be computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount is not subject to mathematical recalculation directly from the information
in a Restatement, the amount must be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return, as applicable, upon which the Incentive-Based Compensation was received, and the Company must maintain documentation of that reasonable estimate and provide such documentation to Nasdaq. For the purposes of this Policy, Incentive-Based Compensation will be deemed to be received in the fiscal period during which the financial reporting measure specified in the applicable Incentive-Based Compensation award is attained, even if the payment or grant occurs after the end of that period.
“Incentive-Based Compensation” shall mean any compensation that is granted, earned, or vested based wholly or in part upon the attainment
of a “financial reporting measure,” which refers to measures that are determined and presented in accordance with Generally Accepted Accounting Principles which are used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also financial reporting measures for this purpose. For avoidance of doubt, a financial reporting measure need not be presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission.
“Restatement” shall mean any required accounting restatement of the
Company’s financial statements due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
Exhibit 97.1
IV.RECOUPMENT OF ERRONEOUSLY AWARDED INCENTIVE-BASED COMPENSATION
In
the event of a Restatement, the Board (or any committee to which the Board may delegate its authority hereunder) shall recover reasonably promptly from any Covered Officer the amount of any Erroneously Awarded Incentive-Based Compensation.
In determining the amount of Erroneously Awarded Incentive-Based Compensation to be recovered from a Covered Officer pursuant to the immediately preceding paragraph, this Policy shall apply to all Incentive-Based Compensation received by a Covered Officer: (i) after beginning service as an executive officer; (ii) who served as an executive officer at any time during the performance period for the Incentive-Based Compensation; (iii) while the Company has a class of securities listed on a national securities exchange or a national securities association; and
(iv)
during the three completed fiscal years immediately preceding the date that the Company is required to prepare a Restatement, including any applicable transition period that results from a change in the Company’s fiscal year within or immediately following those three completed fiscal years. For this purpose, the Company is deemed to be required to prepare a Restatement on the earlier of: (i) the date the Board, or the Company’s officers authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the
Company is required to prepare a Restatement; or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. The Company’s obligation to recover Erroneously Awarded Incentive-Based Compensation is not dependent on if or when the restated financial statements are filed with the Securities and Exchange Commission.
The Company shall recover the Erroneously Awarded Incentive-Based Compensation from Covered Officers unless the Board determines that recovery is impracticable because: (i) the direct expense to a third party to assist in enforcing this Policy would exceed the amount of Erroneously
Awarded Incentive-Based Compensation; provided that the Company must make a reasonable attempt to recover the Erroneously Awarded Incentive-Based Compensation before concluding that recovery is impracticable, document such reasonable attempt to recover the Erroneously Awarded Incentive-Based Compensation and provide such documentation to Nasdaq; or (ii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the applicable requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
V.BINDING EFFECT OF DETERMINATIONS BY BOARD; DELEGATION
The
terms of this Policy shall be binding and enforceable against all persons subject to this Policy and their beneficiaries, heirs, executors, administrators or other legal representatives. The Board may delegate to the Compensation Committee of the Board (the “Committee”) all determinations to be made and actions to be taken by the Board under this Policy. Any determination made by the Board or the Committee under this Policy shall be final, binding and conclusive on all parties.
VI.SEVERABILITY
If any provision of this Policy or the application of any such provision to any Covered Officer shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions
of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.
VII.NO IMPAIRMENT OF OTHER REMEDIES
This Policy does not preclude the Company from taking any other action to enforce a Covered Officer’s obligations to the Company, including termination of employment or institution of civil or criminal proceedings against such Covered Officer. This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the
Company’s Chief Executive Officer and Chief Financial Officer. Any amounts paid to the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 shall be considered in determining any amounts recovered under this Policy.
Dates Referenced Herein and Documents Incorporated by Reference
