UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 26, 2023
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(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01. Changes in Registrant’s Certifying Accountants.
(a) Dismissal of Independent Registered Public Accounting Firm
The Audit Committee (the “Committee”) of the Board of Directors of PENN Entertainment, Inc. (the “Company”) recently completed a competitive selection process, inclusive of the Company’s current independent registered public accounting firm, Deloitte and Touche, LLP (“Deloitte”), to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Following the review and evaluation of the proposals of the participating firms, on September 26, 2023, the Committee approved the dismissal of Deloitte as the Company’s independent registered public accounting firm, following completion of its audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2023.
Deloitte’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2022 and 2021 and the subsequent interim period through September 26, 2023, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference thereto in their reports, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulations S-K).
The Company provided Deloitte with a copy of the foregoing disclosures and requested that Deloitte furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein, as specified by Item 304(a)(3) of Regulation S-K. A copy of Deloitte’s letter, dated September 29, 2023, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
As a result of the process noted above and following the review and evaluation of proposals from all participating firms, on September 26, 2023, the Committee approved the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, subject to completion of its standard client acceptance procedures.
During the fiscal years ended December 31, 2022 and 2021 and the subsequent interim period through September 26, 2023, neither the Company nor anyone on its behalf consulted with PwC regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 16.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
2
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 hereunto duly authorized.
| Date: | September 29, 2023 | PENN Entertainment Inc. | |||||||||
| By: | /s/ Christopher Rogers | ||||||||||
Christopher Rogers | |||||||||||
Executive Vice President, Chief Strategy Officer and Secretary | |||||||||||
Exhibit 16.1
Deloitte & Touche LLP 1700 Market Street Philadelphia, PA 19103‐3984 USA Tel: +1 215 246 2300 Fax: +1 215 569 2441 www.deloitte.com | ||||||||
September 29, 2023
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549‐7561
Dear Sirs/Madams:
We have read Item 4.01 of PENN Entertainment, Inc.’s Form 8‐K dated September 26, 2023, and have the following comments:
1.We agree with the statements made in the second and third paragraphs in Item 4.01(a).
2.We have no basis on which to agree or disagree with the statements made in the first paragraph in Item 4.01(a) and in Item 4.01(b).
Yours truly,
/s/ Deloitte & Touche LLP