Penn National Gaming Inc.
09/29/2023 | Press release | Distributed by Public on 09/29/2023 08:50
Change in Certifying Accountants - Form 8-K
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.