Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Penn National Gaming, Inc. (the "Company") held its 2022 Annual Meeting of Shareholders (the "Annual Meeting") on June 7, 2022. At the Annual Meeting, the Company's shareholders, upon the recommendation of the Company's board of directors, approved the Company's 2022 Long Term Incentive Compensation Plan (the "2022 Plan"). A total of 6,870,000 shares of the Company's common stock are reserved for issuance to executive officers, non-employee directors and other employees, consultants and advisors of the Company and its subsidiaries under the 2022 Plan.

A summary of the material features of the 2022 Plan is set forth in the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 26, 2022. That summary and the foregoing description are qualified in their entirety by reference to the text of the 2022 Plan, a copy of which is incorporated by reference as Exhibit 10.1 hereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on June 7, 2022. There were present at the meeting, either in person or by proxy, holders of 135,655,353 shares of common stock.

1.The following Class II Director nominees were elected to the Company's Board of Directors to serve until the 2025 Annual Meeting of Shareholders. The votes cast for each nominee were as follows:



Director                     Votes FOR       Votes WITHHELD        Broker Non-Votes
Barbara Shattuck Kohn       91,987,454         17,853,532             25,814,367
Ronald J. Naples            107,003,855         2,837,131             25,814,367
Saul V. Reibstein           98,494,360         11,346,626             25,814,367

The term of office of each of Vimla Black-Gupta, David A. Handler, John M. Jacquemin, Marla Kaplowitz, Jane Scaccetti, and Jay A. Snowden continued following the Annual Meeting.

2.The results of the vote to ratify the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the 2022 fiscal year were as follows:

Votes FOR Votes AGAINST Abstentions Broker Non-Votes


 135,265,442          287,501            102,410                 0


3.The results of the advisory vote on executive compensation of the Company's Named Executive Officers for the 2021 fiscal year were as follows:

Votes FOR Votes AGAINST Abstentions Broker Non-Votes


 45,898,970        63,725,661           216,355             25,814,367


4.The results of the vote to approve the Company's 2022 Long Term Incentive Compensation Plan were as follows:



  Votes FOR        Votes AGAINST       Abstentions        Broker Non-Votes
 105,555,937         4,077,549           207,500             25,814,367



                                     * * *


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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit Number                                            Description

10.1                       Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan
104                      Cover Page Interactive Data File (embedded within the Inline XBRL document)


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