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PENN > SEC Filings for PENN > Form 8-K on 14-Jun-2013All Recent SEC Filings

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Form 8-K for PENN NATIONAL GAMING INC


14-Jun-2013

Submission of Matters to a Vote of Security Holders


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, 2013, at 10:00 a.m., local time, at the offices of Ballard Spahr LLP, 1735 Market Street, 51st Floor, Philadelphia, Pennsylvania 19103. Of the 78,268,709 shares of the Company's common stock outstanding as of the close of business on April 12, 2013, the record date for the Annual Meeting, 72,865,405 shares, or approximately 93.1%, of the total shares eligible to vote at the Annual Meeting, were represented in person or by proxy. Three 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 Wesley R. Edens, Ronald J. Naples and Barbara Shattuck Kohn 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 2016 and until their respective successors are duly elected and qualified, as follows:

Director                Votes FOR    Votes WITHHELD   Broker Non-Votes
Wesley R. Edens         37,561,658       30,124,008          5,179,739
Ronald J. Naples        67,030,171          655,495          5,179,739
Barbara Shattuck Kohn   38,481,395       29,204,271          5,179,739

The term of office of each of Peter M. Carlino, Harold Cramer, David A. Handler, John M. Jacquemin and Saul V. Reibstein continued following the meeting.

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, 2013 was ratified, as follows:

Votes FOR Votes AGAINST Abstentions Broker Non-Votes 72,764,906 35,866 64,633 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 65,328,509 1,781,236 575,921 5,179,739


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