Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table presents the total number of shares of our common stock that we repurchased during the second quarter of 2022, the average price paid per share, the number of shares that we repurchased as part of our share repurchase program, and the approximate dollar value of shares that still could have been repurchased at the end of the applicable fiscal period pursuant to our share repurchase program:
(dollars in millions, except for per share data) Total Number of Shares Purchased (1)
Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program (2)
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program
April 1, 2022 - April 30, 2022
402 $ 42.42 — $ 575.0
May 1, 2022 - May 31, 2022
1,895,830 $ 30.09 1,893,947 $ 518.0
June 1, 2022 - June 30, 2022
3,645,230 $ 30.19 3,645,230 $ 408.1
Total 5,541,462 $ 30.16 5,539,177
(1) Includes 402 and 1,883 shares withheld to pay taxes due upon the vesting of employee restricted stock for the months ended April 30 and May 31, 2022, respectively.
(2) On February 1, 2022, our Board of Directors authorized and announced the repurchase of up to $750.0 million of our common stock from time to time on the open market or in privately negotiated transactions. The share purchase authorization expires on January 31, 2025. Stock repurchases, if any, will be funded using our available liquidity. The timing and amount of stock repurchases will depend on a variety of factors, including the market conditions as well as corporate and regulatory considerations. As of June 30, 2022, we have repurchased a total of 9,341,585 shares of our common stock at an average price of $36.62.
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ITEM 6. EXHIBITS
Exhibit
Number Description of Exhibit
3.1* Articles of Amendment to its Second Amended and Restated Articles of Incorporation, effective August 4, 2022.
3.2* Amendment to Fourth Amended and Restated Bylaws of the Company, effective August 4, 2022.
10.1† Second Amended and Restated Credit Agreement, dated as of May 3, 2022, by and among Penn National Gaming, Inc., as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and as collateral agent. (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed May 5, 2022)
10.2 Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 10, 2022)
10.3 Form of Restricted Stock Unit Award Agreement (Stock-Settled) for the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan. (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed June 15, 2022)
10.4 Form of Restricted Stock Unit Award Agreement (Cash-Settled) for the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan. (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8 filed June 15, 2022)
10.5 Form of Performance Unit Award Agreement for the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan. (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-8 filed June 15, 2022)
10.6 Form of Restricted Stock Award Agreement for the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan. (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-8 filed June 15, 2022)
10.7 Form of Non-Qualified Stock Option Award Agreement for the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan. (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-8 filed June 15, 2022)
10.8 Form of Stock Appreciation Right Award Agreement for the Penn National Gaming, Inc. 2022 Long Term Incentive Compensation Plan. (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-8 filed June 15, 2022)
31.1* CEO Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* CFO Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** CEO Certification pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
32.2** CFO Certification pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Inline XBRL File (included in Exhibit 101)
* Filed herewith.
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** Furnished herewith.
† Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PENN ENTERTAINMENT, INC.
Dated: August 4, 2022 By: /s/ Christine LaBombard
Christine LaBombard
Senior Vice President and Chief Accounting Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.