PENN Entertainment (PENN) Proxy Filing summary

Executive summary

• Focus on omni-channel growth strategy integrating digital and retail operations to drive sustainable long-term shareholder value.

• PENN Play loyalty program membership grew to over 32 million, up 10% year-over-year, and average customer age decreased from 53 to 44 since 2019.

• Interactive segment is on track for profitability in Q4 2025, with strong revenue growth and customer acquisition since ESPN BET's launch.

• Four retail development projects are nearing completion within 12 months, expected to enhance returns and digital-retail synergies.

• Plan to repurchase at least $350 million of common stock in 2025 as balance sheet strengthens and leverage is reduced.

Voting matters and shareholder proposals

• Two of HG Vora's nominees, Johnny Hartnett and Carlos Ruisanchez, are nominated for election to the Board at the June 2025 Annual Meeting; two incumbents will step down and one director is retiring.

• Board size will be reduced to eliminate a vacancy, with 75% of directors having joined since 2019.

Board of directors and corporate governance

• Board refreshment process included engagement with an outside search firm and ongoing shareholder input.

• Extensive engagement with HG Vora, including over 25 meetings or calls, and thorough evaluation of all three of its nominees.

• Board determined Mr. Clifford, HG Vora's third nominee, was not additive due to lack of relevant experience and past governance concerns.

• Board maintains strategic optionality regarding digital investments and continues to consider further refreshment.